ADDENDUM TO
STANDARD INDUSTRIAL/COMMERCIAL SINGLE-TENANT LEASE-NET
FOR CERTAIN PREMISES COMMONLY KNOWN AS
3535 W. COMMONWEALTH AVENUE, FULLERTON, CALIFORNIA 92833 FEBRUARY 2Z, 2020
This Addendum (this "Addendum") is being executed concurrently with and is made a part of that certain lease titled "Standard Industrial/Commercial Single-Tenant-Net" dated February _ 2020 (the "Form Lease") by and between Dyer 18, LLC ("Lessor") and Illumination Foundation ("Lessee") and this Addendum shall control in the event of any inconsistency with the provisions of such Form Lease. The Section and Paragraph Numbers of this Addendum are new added Sections and Paragraphs to the Form Lease. As used herein, the "Lease" shall mean the Form Lease as supplemented and amended by this Addendum. Unless otherwise defined in this Addendum, any defined word contained in this Addendum has the same meaning as it is defined in the Form Lease.
51. Rent Commencement. Notwithstanding anything to the contrary set forth in this Lease, Base Rent shall commence, and the first monthly payment of Base Rent shall be paid, upon the earlier to occur of (a) Lessee's receipt of a temporary certificate of occupancy for the Premises and (b) the 100"h day after the date hereof. If such day is not the first day of a calendar month, then such payment shall be in an amount equal to the aggregate of a prorated Base Rent payment (based on a 30 day month from such day to the end of that calendar month plus the amount of the full Base Rent payment for the next consecutive calendar month.
52. Rent Adjustments. Beginning on March 1, 2021 and recurring annually on each March I thereafter the Lease remains in effect, the Base Rent payable shall increase by 1.5% from the amount paid during the immediately preceding year.
53. Lessee's Improvements. Notwithstanding anything to the contrary set forth in this Lease, all Utility Installations, Trade Fixtures and Alterations, including Lessee Owned Alterations and/or Utility Installations, shall be free and clear of any and all liens and/or encumbrances in favor of any third-party and shall be available, without limitation, to secure Lessee's faithful performance of its obligations as set forth in this Lease. Upon any default or breach of this Lease by Lessee whereby Lessor elects to terminate the Lease, such Utility Installations, Trade Fixtures and Alterations, including Lessee Owned Alterations and/or Utility Installations, shall, at the option of Lessor, become the property of Lessor and remain upon and be surrendered by Lessee to Lessor with the Premises or shall, at Lessor's option, be immediately removed by Lessee, at Lessee's sole cost and expense, and the Premises be returned to Lessor in the same condition as of the date of this Lease, reasonable wear and tear excepted. After the Commencement Date, and thereafter from time to time at the reasonable request of Lessor, Lessee hereby agrees to execute certain security instruments, including, but not limited to, a UCC Form-l or other filing, in order to create and/or perfect Lessor's security interest in such Utility Installations, Trade Fixtures and Alterations, as set forth herein, which security instruments will be prepared by Lessor and submitted to Lessee, and recorded by Lessor, at Lessor's sole cost and expense. In accordance with Paragraph 7.4 of the Lease, and 11921406.1/48581-00000
upon any termination or earlier expiration of this Lease, all Utility Installations, Trade Fixtures and Alterations, including Lessee Owned Alterations and/or Utility Installations, located in the Premises shall, at the option of Lessor, either become the property of Lessor and shall remain upon or be surrendered by Lessee with the Premises (unless otherwise elected, in writing, by Lessor) or be removed by Lessee at Lessee's sole cost and expense, and the Premises be returned to Lessor in the same condition as of the date of this Lease, reasonable wear and tear excepted. In the event that Lessee fails to remove any Utility Installations, Trade Fixtures and Alterations, including Lessee Owned Alterations and/or Utility Installations, so required to be removed upon any termination or earlier expiration of this Lease, then in addition to all other rights and remedies of Lessor under this Lease, Lessor may remove the same and collect from Lessee the actual cost of such removal incurred by Lessor.
54. Lessor's Obligations. Notwithstanding anything to the contrary set forth in the Lease, Lessor shall not be required to remediate or rectify any future non-compliance with governmental regulations. Lessor shall not be required to provide ADA upgrades to the Premises, Building, Common Areas or the Project. Lessor shall not be required to make or incur any capital expenditures or commence of complete any remediation of Hazardous Substances or any non-compliance with governmental regulations and Lessor shall not be required to make any repairs, improvements or replacements to the Premises, the Building, the Common Areas or the Project required by any governmental regulations now enacted or enacted after the Commencement Date; provided, however, the foregoing is not intended to and shall not impose upon Lessee any obligation to remediate any Hazardous Substances located on the Premises as of the date hereof unless such remediation is required with any work, improvements or Alterations made or being made by Lessee to the Premises. Furthermore, notwithstanding anything to the contrary set forth in the Lease, it is the intent of Lessor and Lessee that, except as expressly set forth herein with respect to the roof of the Building, Lessor shall have no responsibility or obligation whatsoever for the maintenance, repair or replacement of all or any portion of the Premises, Building, or Project all such responsibility and obligations being that of Lessee or other tenants of the Project, as applicable. Additionally, without limiting the generality of the foregoing, Lessor shall have no obligation to repair or replace any electrical, sprinkler, plumbing, refrigeration, HVAC or other such Building Systems, or to make any repairs to replacements structural in nature or to the foundations, windows or roof, it being the intent of the parties that Lessor shall not be required to make any repairs, improvements or replacements to the Premises, the Building or the Project arising from any cause whatsoever, all such obligations and responsibilities being that of Lessee.
Lessee shall properly use, operate and safeguard the Premises, including, if applicable, any landscaping, furniture, furnishing and appliances, and all mechanical, electrical, boilers, refrigeration equipment, gas and plumbing fixtures and smoke detectors and fire alarms, and keep them and the Premises clean, sanitary and well ventilated and all drains free from blockages or stoppages. Lessee shall be responsible to pay for all utilities, sewer charges and any roof repairs caused by Lessee's use or misuse of the roof. Lessee shall properly insure all of the Premises and all of Lessee's and its guests', patients' and invitees' personal property.
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55. Neighborhood Conditions. Lessee represents and warrants to Lessor that it is aware of neighborhood or area conditions, including schools, proximity and adequacy of law enforcement, crime statistics, proximity of registered felons or offenders, tire protection, other governmental services, availability adequacy and cost of an speed-wired, wireless internet connections or other telecommunications or other technology services and installations, proximity to commercial, industrial or agricultural activities, existing and proposed transportation, construction and development that may affect noise, view, or traffic, airport noise, noise or odor from any source, wild and domestic animals, other nuisances, hazard or circumstance, cemeteries, facilities and condition of common areas, conditions and influences of significance to certain cultures and/or religions, and personal needs, requirements and preferences of Lessee.
56. Condition of Premises. Notwithstanding anything to the contrary in the Lease, Lessor shall deliver the Premises in its current "as is" condition as of the date hereof, and Lessee shall, and does hereby, accept delivery of the Premises as of the date hereof ("Delivery Date", "Effective Date" or "Commencement Date"). Lessee shall provide Lessor a copy of Lessee's certificate(s) of liability insurance concurrently with the execution hereof; provided, however, the failure to do so shall not extend the Delivery Date. The Premises are hereby leased to Lessee "as is", without representation or warranty by the Lessor, and Lessee hereby accepts the Premises in the condition thereof existing as of the date hereof subject to all applicable zoning, municipal, county, state and federal laws, ordinances, rules, regulations, orders, restrictions of record and requirements now or hereafter in effect during the Term (collectively, "Applicable Requirements", "Applicable Laws" or just "Laws"). Therefore, notwithstanding anything to the contrary set forth in this Lease, Lessee represents and warrants that Lessee has inspected the Premises, and that Lessee is familiar with the general and specific condition(s) of the Premises and that Lessor shall have no responsibility or liability with respect to the general or any specific condition of the Premises or any system (including, without limitation, HVAC, electrical, plumbing, refrigeration and fire sprinkler) and that Lessee represents and warrants that, except as expressly set forth herein, Lessee is acting, and will act only, upon information known to, or obtained by, Lessee directly from Lessee's own knowledge and inspection of the Premises. Lessor hereby makes no claims, representations or warranties as to the suitability or lack of suitability of the Premises for any proposed or intended use, or availability or lack of availability of (a) permits or approvals of governmental or regulatory authorities, or (b) easements, licenses or other rights with respect to any such proposed or intended use of the Premises or (c) any condition of the Premises, and the availability or lack of availability shall not affect the rights or obligations of the Lessee hereunder. Therefore: AS A MATERIAL PART OF THE CONSIDERATION FOR
THIS LEASE AND THE AMOUNT OF RENT TO BE PAYABLE HEREUNDER,
LESSEE AGREES THAT EXCEPT AS EXPRESSLY SET FORTH HEREIN, LESSEE LEASES AND ACCEPTS THE PREMISES ON AN "AS IS" AND "WHERE IS" BASIS, WITH ALL FAULTS. EXCEPT AS EXPRESSLY SET FORTH HEREIN, NO
WARRANTY, REPRESENTATION OR GUARANTEE OF ANY TYPE
(EXPRESSED, IMPLIED OR STATUTORY, WRITTEN OR ORAL) HAS OR IS
MADE BY LESSOR WITH RESPECT TO THE PREMISES, INCLUDING, WITHOUT LIMITATION, AS TO ANY OF THE FOLLOWING: (1) FITNESS FOR ANY
PARTICULAR PURPOSE, (II) MERCHANTABILITY, (III) CONDITION OR 3 11921406.1/48581-00000
WORKMANSHIP, (IV) ABSENCE OF DEFECTS OR FAULTS, (V) PRESENCE OR
ABSENCE OF HAZARDOUS OR TOXIC SUBSTANCES, (VI) OPERATION OR
PERFORMANCE OF THE PREMISES OR SYSTEMS THEREIN OR THE
HABITABILITY OF THE PREMISES, (VII) COMPLIANCE WITH LAWS, ORDINANCES, RULES OR REGULATIONS (FEDERAL, SATE OR LOCAL) and,
INCLUDING, WITHOUT LIMITATION, THOSE RELATING TO HEALTH,
SAFETY, AND THE ENVIRONMENT, AS THEY MAY APPLY TO THE CURRENT
CONDITION OF THE PREMISES OR LESSEE'S INTENDED USE OR (VIII) ANY
GOVERNMENT LIMITATION OR RESTRICTION, OR ABSENCE THEREOF, PERTAINING TO THE PREMISES. LESSEE ACKNOWLEDGES THAT LESSEE
HAS ENTERED INTO THIS LEASE RELYING UPON ITS OWN INVESTIGATION
OF THE PHYSICAL, ENVIRONMENTAL AND COMPLIANCE CONDITION OF
THE PREMISES AND THAT LESSEE IS NOT NOW RELYING, AND WILL NOT
LATER RELY, UPON ANY REPRESENTATIONS AND WARRANTIES MADE BY
LESSOR OR ANYONE ACTING OR CLAIMING TO ACT, BY, THROUGH OR UNDER OR ON LESSOR'S BEHALF CONCERNING THE PREMISES. Lessee is familiar with the Premises and their suitability for Lessee's intended use. All documents which have been given to Lessee by Lessor have been delivered as an accommodation to Lessee and without any representation or warranty as to the sufficiency, accuracy, completeness, validity, truthfulness, enforceability, or assignability of any of the documents, all of which Lessee relies on at its own risk.
57. Release. Lessee shall rely solely upon Lessee's own knowledge of the Premises based on its investigation of the Premises and its own inspection of the Premises in determining the Premises' physical condition. Lessee and anyone claiming by, through or under Lessee hereby waives its right to recover from and fully and irrevocably releases Lessor and its respective members, employees, officers, directors, partners, shareholders, beneficiaries, trustees, fiduciaries, representatives, agents, servants, attorneys, affiliates, parent, subsidiaries, successors and assigns, and all persons, firms, corporations and organizations acting in their behalf ("Released Parties") from any and all claims that it may now have or hereafter acquire against any of the Released Parties for any costs, loss, liability, damage, expenses, demand, action or cause of action arising from or related to any construction defects, errors, omissions or other conditions, latent or otherwise, including environmental matters, affecting the Premises or any portion thereof. This release includes claims of which Lessee is presently unaware or which Lessee does not presently suspect to exist which, if known by Lessee, would materially affect Lessee's release to Lessor. In this connection and to the fullest extent permitted by law, Lessee hereby agrees, represents and warrants that Lessee realizes and acknowledges that factual matters now unknown to it may have given or may hereafter give rise to causes of action, claims, demands, debts, controversies, damages, costs, losses and expenses which are presently unknown, unanticipated and unsuspected, and Lessee further agrees, represents and warrants that the waivers and releases herein have been negotiated and agreed upon hereby intends to release, discharge and acquit Lessor from any such unknown causes of action, claims, demands, debts, controversies, damages, costs, losses and expenses which might in any way be included. Lessor has given Lessee material concessions regarding 4 11921406.1/48581-00000
this transaction in exchange for Lessee agreeing to the provisions of this Paragraph. The releases set forth above are full and complete releases of all the persons and entities described above of and from any and all liability of any nature whatsoever for all damage, injury, loss, expense, including any consequential expense, loss or damage, whether the same are now known or unknown to the parties, expected or unexpected by said parties, and all rights under Section 1542 of the California Civil Code are hereby waived and relinquished. Section 1542 of the Civil Code provides as follows:
"A GENERAL RELEASE DOES NOT EXTEND TO
CLAIMS THAT THE CREDITOR OR RELEASING PARTY
DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR
HER FAVOR AT THE TIME OF EXECUTING THE
RELEASE, WHICH IF KNOWN BY HIM OR HER WOULD
HAVE MATERIALLY AFFECTED HIS OR HER
SETTLEMENT WITH THE DEBTOR OR RELEASED
PARTY."
see's Initials
58. Reservations. Lessor reserves the right: (i) to grant, without the consent or joinder of Lessee, such easements, rights and dedications that Lessor deems necessary, (ii) to cause the recordation of parcel maps and restrictions, and (ii) to create and/or install new utility raceways, so long as such easements, rights, dedications, maps, restrictions, and utility raceways do not unreasonably interfere with the use of the Premises by Lessee. Lessee agrees to sign any documents reasonably requested by Lessor to effectuate such rights.
Lessor further reserves the right to change the name by which the Building or the Project (if any) is called.
59. Assignment and Subletting. Lessee shall have no right to, and shall not, assign, sublet or otherwise transfer all or any portion of the Premises or its rights under and to this Lease without the prior written consent of Lessor, which such consent may be given or denied in Lessor's sole and absolute discretion. Any assignment, subletting or transfer without such consent shall be a non-curable Default and Breach hereunder, without any prior notice need being given.
60. Third Party Beneficiary. Lessee expressly acknowledges and agrees that in connection with its entering into this Lease, it is also entering into one or more agreements (collectively, with any extension, renewal, amendment or replacement thereof, the "City Agreements") with the City of Fullerton ("City") whereby the City is providing certain funding to Lessee to assist Lessee in complying with its obligations under this Lease. As such, and as part of the consideration of Lessor entering into this Lease with Lessee, Lessee expressly agrees that Lessor is a third party beneficiary of the City Agreements, Lessee shall not amend, modify or terminate any City Agreement without the prior written consent of Lessor, and Lessor, at its option, upon any default by Lessee under this Lease, shall have the right to enforce any and all rights of Lessee, and to receive any and all benefits due Lessee, under the City Agreements. Additionally, any default by Lessee 5 11921406.1/48581-00000
under any of the City Agreements shall, at the option of Lessor, also be a default by Lessee under this Lease. Additionally, Lessee agrees to name Lessor as an additional insured under each and every policy of insurance required to be obtained and maintained by Lessee under the City Agreements and to provide such certificates of insurance thereof to Lessor prior to the Commencement Date hereof, on each anniversary of the Commencement Date and within 5 days after receipt of written request thereof from Lessor.
61. Operations/Use. Notwithstanding anything to the contrary set forth in the Form Lease, Lessee agrees that at all times, the Premises (and the recuperative care and navigation center ("Shelter") shall be operated (a) in complete compliance with all City Agreements. (b) in a first class manner, consistent with the highest quality standards of care, cleanliness and safety for employees, guests, patients, invitees and neighbors, and with proper levels of experienced management and staffing, to enable the provision of appropriate programs and assistance for homeless individuals in the City of Fullerton, and (c) in full compliance with all applicable local, state and federal laws, rules and regulations. Furthermore, Lessee covenants and agrees that it shall not discriminate against any person or group of persons on account of race, disability, color, creed, religion, sex, marital status, sexual orientation, national origin, or ancestry, in the use, occupancy, tenure, or enjoyment of the Shelter, nor shall Lessee establish or permit any such practice or practices of discrimination with reference to the use, occupancy, tenure, or enjoyment of the Shelter. Lessee shall refrain from restricting the use of the Shelter on the basis of the race, age, disability, color, religion, creed, gender, sex, marital status, sexual orientation, ancestry, or national origin of any person, nor shall Lessee or any person claiming under or through Lessee establish or permit any such practice or practices of discrimination with reference to the selection, location, number, use, or occupancy of the Shelter. Lessee shall comply with the Occupational Safety and Health Act of 1970, 29 U.S.C. section 651 et seq., and the Americans with Disabilities Act of 1990, 42 U.S.C. section 12101 et seq., and any analogous legislation in California (collectively, "the Acts"), to the extent that the Acts apply to the Shelter and any activities thereon. Without limiting the generality of the foregoing, Lessee covenants to maintain all non-structural portions of the Shelter including working areas, all machinery, electrical facilities and the like upon the site in a condition that fully complies with the requirements of the Acts.
62. Indemnity. Lessee shall indemnify, protect, defend (with counsel satisfactory to Lessor) and hold harmless Lessor and the Released Parties, from and against any and all claims arising out of, involving, or in connection with, the use and/or occupancy of the Premises by Lessee or any Lessee's employees, customers, patients, guests, invitees, directors, and/or any of the Lessee Parties or any Default and/or Breach by Lessee of any covenants, terms and/or conditions set forth in this Lease, or under any City Agreement (as defined above) either prior to, during, or after the expiration of the Term and including any claims brought or arising out of any civil tort or criminal activity. If any action or proceeding is brought against Lessor by reason of any of the foregoing matters, 6 11921406.1/48581-00000
Lessee shall upon notice defend the same at Lessee's sole cost and expense by counsel reasonably satisfactory to Lessor and Lessor shall reasonably cooperate with Lessee in such defense. If Lessor in its sole discretion shall determine that it is in Lessor's interest to have separate legal counsel, Lessee shall indemnify Lessor for any legal fees and costs incurred by Lessor for the defense of any such claims. Lessor need not have first paid any such claims in order to be defended or indemnified hereunder.
63. Notices. Notwithstanding anything to the contrary in the Form Lease, all notices, requests, or demands herein provided to be given or made, or which may be given or made by either party to the other, shall be given or made only in writing and shall be delivery was attempted, of U.S. Certified Mail, properly addressed, postage prepaid with return receipt requested; or (ii) upon delivery, or if delivery is rejected when delivery was attempted, when sent via overnight or express mail courier, properly addressed and postage prepaid; (iii) when delivered personally at the address listed below their respective signatures (signature required), or (iv) by e-mail, and if so sent, (a) the subject line of the e-mail shall state "URGENT: NOTICE TO [LESSEE] [LESSOR]" (or substantially similar thereto) and (b) followed within one (1) business day by a copy sent by a method prescribed in (i), (ii) or (iv) above; provided however, that all deliveries or attempted deliveries shall only be made or attempted to be made on a Business Day.
Notwithstanding the prescribed methods of delivery set forth above, actual receipt of written notice by a party designated below shall constitute notice given in accordance with the Agreement on the date received, unless deemed earlier given pursuant to the foregoing methods of delivery. The proper address to which notices, requests or demands may be given or made by either party shall be the address set forth for such party as set forth in the Form Lease, or to such other address or to such other person as any party shall designate in writing, such address may be changed by written notice given to the other party in accordance with this Paragraph.
64. ADA Upgrades. Lessor shall not be required to provide ADA upgrades to the Premises.
65. Security Deposit. Notwithstanding anything to the contrary set forth in the Form Lease, within 10 days after execution of the Lease, Lessee shall deliver to and deposit with Lessor the sum of $450,000, which shall be held by Lessor as the initial Security Deposit pursuant to Paragraph 5 of the Form Lease. Concurrently with the first monthly payment of Base Rent pursuant to Paragraph 51 above, and continuing with the payment of each monthly Base Rent payment thereafter, Lessee shall deliver to and deposit with Lessor the sum of $11,250 (each an "Additional Security Deposit Payment" and collectively, the "Additional Security Deposit Payments"), which such amounts) shall be held by Lessor as part of, and shall be added to, the Security Deposit then being held by Lessor. Such Additional Security Deposit Payments shall continue monthly until such time as the aggregate of all Additional Security Deposit Payments received by Lessor totals $675,000, and that the aggregate Security Deposit then held by Lessor equals $1,125,000.
Lessee's obligations to make such Additional Security Deposit payments are monetary obligations of Lessee under the Lease and the failure by Lessee to timely deliver to and deposit with Lessor any Additional Security Deposit Payment when due shall, at the option of Lessor, be a Default and or Breach by Lessee as set forth in Paragraph 13.1(b) 7 11921406.1/48581-00000
of the Form Lease. Notwithstanding the foregoing, at such time as the total aggregate Security Deposit then being held by Lessor equals or exceeds the then remaining Rent obligations left on the Lease through the Expiration Date, and provided that Lessee is not then in Breach or Default under any term or provision of the Lease and that no event has occurred which with the giving of notice or the passage of time or both would be a Breach or Default by Lessee under the Lease, Lessee shall no longer be required to make any Additional Security Deposit Payment. Commencing on the Ist day of the following month, and continuing on the 1" day of each month thereafter, provided that Lessee is not then in Breach or Default under any term or provision of the Lease and that no event has occurred which with the giving of notice or the passage of time or both would be a Breach or Default by Lessee under the Lease, within 5 business days after Lessor's receipt of the then applicable monthly Base Rent from Lessee, Lessor shall return to Lessee an amount equal to the excess of the amount of the then Security Deposit being held by Lessor over the then remaining Rent obligations left on the Lease through the Expiration Date; provided, however, that at no time shall Lessor be required to return any monies to Lessee pursuant to this sentence if such return would cause the then total Security Deposit being held by Lessor to be less than $250,000.
66. Inspections. Notwithstanding anything to the contrary set forth in the Form Lease, Lessor shall have the right to inspect the Premises, or cause the Premises to be inspected by a third party chosen by Lessor, to verify that Premises are at all times being operated in full compliance with the terms of Paragraph 61 of this Addendum and as otherwise required by this Lease. In the event that any such inspection reveals any such non- compliance, the same shall be, at the option of Lessor, a Default and or Breach by Lessee under the Lease. As additional consideration for Lessor's entering into this Lease, Lessee shall pay to Lessor, in addition to Base Rent and other Rent due hereunder, the amount of $500 per month, to help offset the cost of such inspections, such amounts being deemed Rent under this Lease and being due and payable on the first day of each month along with each payment of Base Rent.
67. Counterparts. The Form Lease, this Addendum and the Work Letter may each be executed in multiple counterparts and by separate parties on separate counterparts and delivered via facsimile or other means of electronic image transmission, each of which shall be deemed an original for all purposes, but all of which, together, shall constitute one and the same instrument.
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Lessee's Initials Lessor's Initials
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