OFFICE LEASE
BETWEEN
CITY OF REDONDO BEACH,
A CHARTERED MUNICIPAL CORPORATION
LANDLORD
AND
FIRSTSTEPS FOR KIDS, INC.
A CALIFORNIA CORPORATION
TENANT
DATED AS OF
APRIL 6, 2021
PIER PLAZA, REDONDO BEACH, CALIFORNIA 90277
Table of Contents
OFFICE LEASE 1
1. Parties 1
2. Summary of Basic Terms' 1
3. Demise and Term 3
4. Possession 3
4. 1 Delivery of Possession 3
4. 2 Delays Caused by Tenant 3
5. Condition of Premises 3
Si Condition of Premises 3
6. Rent 4
6. 1 Monthly Rent 4
6. 2 Additional Rent 4
7. Security Deposit 4
8. Operating Expenses 4
8. 1 Definitions 4
8. 2 Payment for Increases in Operating Expenses 5
8. 3 Manner of Payment 5
8. 4 Final Statement 6
9. Use of Premises 6
9. 1 Permitted 6
9. 2 Restrictions on Use
9. 3 Prohibited Uses 6
10. Compliance with Laws 7
10. 1 Compliance with Laws 7
10. 3 Nondiscrimination 7
10. 4 Employment Records 7
10. 5 Hazardous Materials 7
11. Alterations and Additions 9
11. 1 Landlord' s Consent 9
11. 2 Ownership and Surrender of Alterations 10
11. 3 Liens 10
11. 4 Additional Requirements 11
11. 5 Compliance with Applicable Prevailing Wage Requirements 11
12. Repairs 12
12. 1 Condition of Premises 12
12. 2 Landlord' s Obligation to Repair 12
13. Services and Utilities 12
13. 1 Landlord' s Services 12
13. 2 Utility Charges 13
13. 3 Janitorial Services 13
13. 4 Hours of Operation 13
13. 5 Extra Hours 13
14. Entry by Landlord 14
15. Tenant' s Insurance 14
15. 1 Property Insurance 14
15. 2 Commercial General Liability Insurance 14
15. 3 Workers' Compensation Insurance 14
15. 4 Policy Requirements 14
15. 5 Tenant' s Failure to Deliver Policies 15
16. Damage or Destruction; Eminent Domain 15
16. 1 Landlord' s Restoration 15
16. 2 Rent Abatement 15
16. 3 Exception to Abatement 15
16. 4 Election to Terminate 16
16. 5 Eminent Domain 16
16. 6 Business Interruption 16
16. 7 Waiver 17
17. Assignment and Subletting 17
17. 1 Landlord' s Consent Required 17
17. 2 Consent by Landlord 17
17. 3 Corporate and Partnership Tra 18
17. 4 No Release of Tenant 18
17. 5 Transfer Premium 19
17.6 Additional Terms 19
18. Quiet Enjoyment 20
19. Mortgagee Protection 20
19.1 Subordination 20
19.2 Mortgagee'
s Liability 20
19. 3 Mortgagee'
s Right to Cure 21
20. Estoppel Certificates 21
21. Default 21
22. Remedies for Default 22
22.1 General 22
22. 2 Redemption 24
22.3 Performance by Landlord 24
22.4 Post-Judgment Interest 24
22.5 Tenant'
s Waiver 24
23. Holding Over 24
24. Indemnification and Exculpation 24
24.1 Indemnification 24
24.2 Damage to Persons or Property 25
24.3 Satisfaction of Remedies 25
25. Rules and Regulations 25
26. Taxes 26
27. Brokers 26
28. Parking 27
29. Authority to Enter into Lease 27
30. Relocation 27
31. General Provisions 28
31.1 Joint Obligation 28
31.2 Marginal Headings 28
31.3 Time 29
31.4 Successors and Assigns 29
31.5 Recordation 29
31. 6 Late Charges 9
31. 7 Prior Agreements; Amendment, Waiver 29
31. 8 Inability to Perform 29
31. 9 Legal Proceedings 29
31. 10 Conveyance of Premises 30
31. 11 Name 30
31. 12 Severability 30
31. 13 Cumulative Remedies 30
31. 14 Choice of Law 30
31. 15 Signs 30
31. 16 Landlord' s Consent 30
31. 17 Presumptions 31
31. 18 Exhibits 31.
31. 19 Submission of Lease 31
31. 20 Meaning of Terms 31
31. 21 Notices 31
31. 22 Lease Guaranty 31
32. ADA and CASp Disclosure Information 31
33. Acknowledgement and Waiver 32
List of Exhibits
Exhibit" A"- Premises Floor and Site Plans
Exhibit" B" - Lease Confirmation
Exhibit" C"- Rules and Regulations
Exhibit" I)"- Parking Fee Schedule
Exhibit" E"— Guaranty
Exhibit" F"- Initial Leasehold Improvements
Exhibit" G"- Memorandum of Lease
OFFICE LEASE
1. Parties
This Office Lease Agreement(" Lease") is made and entered into by and between the City of Redondo Beach, a Chartered Municipal Corporation(" landlord" or" City"), and FirstStep for Kids, Inc., a California Corporation ("Tenant") as of April 6, 2021.
2. Summary of Basic Terms: As used in this Lease, the following terms shall have the meanings set forth below, subject to the qualifications, adjustments and exceptions set forth elsewhere in this Lease. In the event of a conflict between the terms of this Summary and the Lease, the terms of the Lease shall prevail.
a) Premises: The space located at 109 W. Torrance Blvd., Suite 101, Redondo Beach, CA 90277 consisting of approximately 1, 440 rentable square fret and space located at 109 W.
Torrance Blvd., Suite 1026, Redondo Beach, CA 90277 consisting of approximately 853 rentable square feet and space located at 105 W. Torrance Blvd., Suite 200 Redondo Beach, CA 90277 consisting of approximately 2, 978 rentable square feet for a total of 5, 271 rentable square Feet.
b) Building: The office buildings located at 103- 131 W. Torrance Blvd, Redondo Beach, CA 90277, including all plazas, lobbies, landscaped areas, office and commercial space. c) Land: The parcel( s) of land upon which the Building is located, including common areas. Land is herein sometimes referred to as the" Real Property". d) Permitted Use: Company clinical and therapy rooms and offices for children diagnosed with learning disabilities, Autism. PDD, Aspergers syndrome and related disorders, general office and any other legal purposes and for no other use. e) Lease Term: 5 years and 2 months ( 62 months) from Lease Commencement.
Landlord will retain the sole option to terminate the lease upon 12 months' prior written notice. f) Lease Execution Date by Landlord: April 6, 2021.
g) Lease Commencement: Upon the later of Tenant occupancy for each office for its business usage or 60 days following execution of the lease by both parties. h) Right to Terminate: Notwithstanding any other provision of this Lease, Landlord shall have the right to terminate this Lease, upon 12 month prior written notice of the early termination date to Tenant.
i) Monthly Rent: SI0,542. 00 ( Approxirdately $2. 00 per square foot Base Rent shall increase by two percent( 2%) on the first and second anniversary of the Lease Commencement.
and three percent( 3%) on the third anniversary of the Lease Commencement and annually thereafter not accounting for increases). Two (2) months of free rent, upon Lease Commencement. 150% holdover rent.
j) Rentable Area of Premises: Approximately 5, 271 gross square feet. k) Parking: Parking shall be at such rates and terms set by Landlord from time to time in accordance with Article 28 and Exhibit" D".
I) Operating Expense Base Year: 2022. Sec Section 8 of the Lease for definitions. m) Tenant' s Share of Operating Expenses: 7. 8% per Article 8 of this Lease. n) Tenant Improvements: A minimum of$ 35. 00 per square foot ( 5184,485. 00) will be spent by Tenant inside the leased premises. If Tenant spends less than 535. 00 per square foot then the corresponding amount in unamortized tenant improvements to be reimbursed will be reduced by the same amount.
If Landlord exercises its 12- month termination clause, Landlord agrees to reimburse tenant via rent credits for the unamortized tenant improvements up to a cap of 535. 00 per square foot or a total of$ 184,485. 00. For Example: if Landlord exercises its option to terminate and the remaining tenant occupancy time left on the 5- year 2 month lease is 12 months then the calculation would be SI 84,485/ 5 years= 536, 897 to be reimbursed to tenant( approximately three 3 months rent).
Landlord shall provide improvements at the rate of $ 3. 00 per square foot. Not to exceed 15, 813. 00.
o) Security Deposit: $ 10, 542. 00
p) Tenant' s Guarantor: Corporate subject to Landlord sole approval of Tenant financials. q) Landlord' s Address for Notices: 107 W. Torrance Blvd, Suite# 200, Redondo Beach, CA 90277, Attn: Property Manager
r) Tenant' s Addresses for Notices: 105 W. Torrance Blvd., Suite 200 Redondo Beach, CA 90277, Attn:
s) Tenant' s Affiliates: All affiliates, directors, officers, shareholders, partners, agents, employees, invitees, customers, successors and assigns of Tenant. t) Landlord' s Affiliates: All officers, employees, elected and appointed officials, volunteers, invitees, successors, and assigns of the City. u) Liabilities: All losses, damages, expenses, claims, demands, causes of action, lawsuits whether at law, equity, or both), proceedings, injuries, liabilities, judgments, and costs( including, but not limited to, attorneys' fees and costs, and expert witness fees), and penalties, and liens of every nature( whether or not suit is commenced or judgment entered). 2 v) Landlord' s Broker: BC Urban.
w) Tenant' s Broker: N/ A
3. Demise and Term. Landlord hereby leases the Premises to Tenant and Tenant hereby leases the Premises from Landlord, subject to all of the terms, covenants and conditions in this Lease. The Premises arc leased fur the Lease Tenn, which, subject to Article 4 below, shall commence on the Lease Commencement and shall expire on the expiration date, unless sooner terminated pursuant to Landlord' s Right to Terminate or otherwise under the provisions of this Lease.
4. Possession.
4. 1 Delivery of Possession. The Premises shall be delivered to Tenant in its current AS- IS" condition with exception to items in Exhibit" F', if applicable. If Landlord cannot deliver possession of the Premises to Tenant by the Lease Commencement this Lease will not be void or voidable, nor will Landlord be liable to Tenant for any loss or damage resulting from such delay. Notwithstanding anything to the contrary contained herein, Landlord will not be obligated to deliver possession of the Premises to Tenant until Landlord has received from Tenant all of the following: ( i) a copy of this Lease fully executed by Tenant and the guaranty of Tenant's obligations under this Lease, if any, executed by the Guarantor( s); ( ii) the Security Deposit, if any, and the first installment of Monthly Basic Rent; and ( iii) copies of policies of insurance or certificates thereof as required under Article 15 of this Lease.
4. 2 Delays Caused by Tenant. Notwithstanding anything to the contrary in Article 4. 1, if Landlord's failure to deliver possession of the Premises results from Tenant and/ or Tenant' s Affiliates' acts or omissions ( including delays caused by Tenant' s failure to supply the items referred to in Article 4. 1), then the Lease Commencement shall be the date stated in Article 2( g) of this Lease notwithstanding the Tenant and/ or Tenant' s Affiliates' delay. In no event shall the Lease Term be extended by any such delay. Tenant shall owe the amount of the Monthly Rent and Additional Rent from the Lease Commencement.
5. Condition of Premises.
5. 1 Condition of Premises. Tenant hereby agrees and warrants that it has investigated and inspected the condition of the Premises, Building, and their suitability for Tenant's purposes, and Tenant does hereby waive and disclaim any objection to, cause of action based upon, or claim that its obligations hereunder should be reduced or limited because of the condition of the Premises, the Building, or the suitability of same for Tenant' s purposes. Tenant acknowledges that neither Landlord nor Landlord' s Affiliates has made any representations or warranty with respect to the Premises, the Building, their condition, or with respect to the suitability for Tenant' s business. Tenant hereby agrees that the Premises shall be taken " AS- 1S", " with all faults" and Landlord shall have no obligation to alter, remodel, improve, repair, decorate or paint the Premises or any part thereof, unless provided in Article 11 below. Tenant, at its sole expense, shall keep the Premises and every part thereof in good condition and repair and shall, upon the expiration or sooner termination of the Lease Term, surrender the Premises to Landlord in good condition. 3 6. Rent.
6. 1 Monthly Rent. Tenant shall pay to Landlord as rent for the Premises the Monthly Rent as set forth in Article 2( i). The Monthly Rent shall be payable in advance on or before the first day of the first full calendar month of the Lease Term and on or before the first day of each successive calendar month thereafter during the Lease Term, except that the Monthly Rent for the first full calendar month of the Lease term and any prorated term shall be paid upon the execution of this Lease. The Monthly Rent for any period during the Lease Term which is for less than one I) month shall be prorated based on a thirty( 30)- day month. The Monthly Rent and all other rent hereunder shall be paid without prior notice or demand, without deduction or offset in lawful money of the United States of America which shall be legal tender at the time of payment, at the office of the Building or to another person or at another place as Landlord may from time to time designate in writing.
6. 2 Additional Rent. The term " Additional Rent" means all other amounts payable by Tenant under this Lease ( whether or not designated as Additional Rent), including without limitation Operating Expenses, taxes, insurance and repairs. The term" Rent" shall mean Monthly Rent and Additional Rent. Landlord shall be entitled to exercise the same rights and remedies upon default in the Additional Rent payments as Landlord is entitled to exercise with respect to defaults in Monthly Rent payments.
7. Security Deposit. If required, upon the execution of this Lease, Tenant shall deposit the Security Deposit with Landlord as set forth in Article 2(o) above. The Security Deposit shall be held by Landlord as security for the performance of all of Tenant' s obligations during the Lease Term. Upon any default by Tenant under this Lease, Landlord may, but shall not be obligated to, use, apply or retain all or any part of the Security Deposit for the payment of any Rent in default, or any other Liabilities which Landlord may incur as a result of or in connection with Tenant's default. If any portion of the Security Deposit is so used or applied, Tenant shall, within five ( 5) days after written demand therefore, deposit cash with Landlord in an amount sufficient to restore the Security Deposit to its previous amount. Landlord shall not be required to keep the Security Deposit separate from its general funds, and Tenant shall not be entitled to receive interest on the Security Deposit. If Tenant complies with all of the provisions of this Lease and is not then in default hereunder, the unused portion of the Security Deposit shall be returned to Tenant within thirty (30) days after the expiration or sooner termination of the Lease Term and surrender of the Premises to Landlord in the condition required hereunder.
8. Operatine Expenses.
8. 1 Definitions. As used in this Lease, the following terms have the meanings set forth below:
a) Comparison Year: Each calendar year after the Base Year, all or any portion of which falls within the Lease Term.
b) Operating Expenses: All costs and expenses of operating, maintaining and repairing the common areas, Building and the Land, including, but not limited to: water and sewer 4 charges; insurance premiums for all insurance policies deemed necessary by Landlord; deductible amounts under insurance policies; janitorial services; wages of Landlord' s employees engaged in the operation, maintenance or repair of the Building or the Land, including all customary employee benefits, Worker' s Compensation and payroll taxes; reasonable management fees or, if no managing agent is retained for the Building, a reasonable sum in lieu thereof which is not in excess of the prevailing rate for management services charged by professional management companies for the operation of similar buildings; legal, accounting and other consulting fees; the cost of air conditioning, heating, ventilation, plumbing, electricity, water, sewer and other services and utilities serving common areas; elevator maintenance; capital improvements and replacements to all or any portion of the Building and the Land made after completion of the Building, appropriately amortized over the useful life of such improvements; all costs and expenses incurred by Landlord and interest on any funds borrowed to pay the cost of any capital improvements as a result of or in order to comply with any Laws, including, but not limited to, Laws pertaining to energy, natural resources conservation, safety, environmental protection; supplies, materials, equipment and tools; and maintenance and repair of all common areas. Operating Expenses do not include the depreciation on the existing Building and improvements, loan payments, executive salaries- real property and other taxes( see article 26 or real estate broker' s commission.
8. 2 Payment for Increases in Operating Expenses. The following shall be deemed increases in Operating Expenses.
a) Increase from Base Year. If the Operating Expenses paid or incurred by Landlord in any Comparison Year increase over the Operating Expenses paid or incurred for the Base Year, Tenant shall pay, as Additional Rent, commencing on the Lease Commencement of this Lease, Tenant's Share of the increase in the manner set forth in this Article. b) Property at Less Than 95% Capacity. If, during any period in a Comparison Year, less than ninety- five percent ( 95%) of the Building is rented the Operating Expenses for that Comparison Year shall be adjusted to what the Operating Expenses would have been if ninety- five percent( 95%) of the Building had been rented throughout that Comparison Year. e) Prorated Operating Expenses. Tenant's Share of increases in Operating Expenses shall be prorated for any partial Comparison Year which falls within the Lease Term.
8. 3 Manner of Payment. Landlord shall deliver to Tenant a statement showing Landlord' s reasonable estimate of the Operating Expenses for each Comparison Ycar and the amount of Tenant' s Share of any increase in Operating Expenses based on such estimate.
Commencing as of the first day of each Comparison Year, Tenant shall pay to Landlord, at the times and in the manner provided herein for the payment of Monthly Rent, the monthly portion( s) of Tenant' s Share of any increases as shown by Landlord' s statement. If Landlord' s statement is furnished after January P of a Comparison Year, then on or before the first day ofthe first calendar month following Tenant' s receipt of Landlord's statement, in addition to the monthly installment ofTenant' s Share of any increases due on that date, Tenant shall pay the amount of Tenant' s Share of any increases for each calendar month or fraction thereof that has already elapsed in such Comparison Year.
5 8. 4 Final Statement. After the end of each Comparison Year ( including the Comparison Year in which the Lease Tenn terminates), Landlord shall deliver to Tenant a reasonably detailed final statement of the actual Operating Expenses for such Comparison Year.
Within ten ( 10) days of delivery of each final statement, Tenant shall pay Landlord the amount due for Tenant's Share of any increases in the Operating Expenses. Tenant shall have Sixty ( 60) days after delivery of Landlord' s final statement to object in writing to the accuracy of the statement. If Tenant does not object within such Sixty( 60)- day period, Landlord' s final statement shall be conclusive and binding on Tenant. Objections by Tenant shall not excuse or abate Tenant' s obligation to make the payments required under this Article pending the resolution of Tenant' s objection. Any credit due Tenant for overpayment of Tenant' s Share of any increases in the Operating Expenses shall be credited against the installments of Monthly Rent next coming due.
However, overpayments for the Comparison Year in which the Lease Term terminates shall he refunded to Tenant within Sixty (60) days after the expiration of the Lease Term.
9. Use of Premises.
9. 1 Permitted Use. Tenant shall use the Premises only for the Permitted Use set forth in Article 2( d) ( the " Permitted Use") and for no other use or purpose, unless first approved in writing by Landlord, which approval Landlord may withhold in its sole discretion.
9. 2 Restrictions on Use. Tenant agrees that it shall not cause or permit any of the following in or about the Premises
a) Increase the existing rate of, cause the cancellation of or otherwise adversely affect any casualty or other insurance for the Building or any part thereof or any of its contents; b) Impair the proper and economic maintenance, operation and repair of the Building or any portion thereof;
c) Obstruct or interfere with the rights of other tenants or occupants of the Building or injure or annoy them;
d) Cause any nuisance in or about the Premises or the Building; c) Commit or allow any waste to be committed to the Premises or the Building.
Tenant shall not use or allow any part of the Premises to be used for the storage, manufacturing or sale of food or beverages, or for the manufacture or auction or merchandise of goods or property of any kind, or as a school or classroom, or for any unlawful or objectionable purpose.
9. 3 Prohibited Uses. Notwithstanding Articles 2( d) and 9, in no event shall the Premises be used for any exclusive use granted by Landlord to other tenants ofthe Premises prior to the date 6 of this Lease, or any prohibited use in effect for the Premises prior to or subsequent to the date of this Lease.
ID. Compliance with Laws.
10. 1 Compliance with Laws. Tenant shall not use the Premises or permit anything to be done in or about the Premises, the Building or the Land which will in any way conflict with any law, statute, ordinance, code, rule, regulation, requirement, license, permit, certificate, judgment, decree, order or direction of any governmental or quasi-governmental authority, agency, department, board, panel or court now in force or which may hereafter be enacted or promulgated singularly and collectively" Laws"). Tenant shall also comply with all safety, fire protection and evacuation procedures and regulations established by Landlord or any governmental agency.
Tenant shall, at its sole expense and cost, promptly comply with all Laws and with the requirements of any board of fire insurance underwriters or other similar bodies now or hereafter constituted, relating to or affecting the condition, use or occupancy of the Premises.
10. 2 Tenant shall not be required to make structural changes to the Premises unless they arise or arc required because of or in connection with Tenant's specific use of the Premises, or the type of business conducted by Tenant in the Premises, or Tenant' s Alterations or Tenant's acts or omissions. Tenant shall obtain and maintain in effect during the Lease Term all licenses and permits required for the proper and lawful conduct of Tenant's business in the Premises, and shall at all times comply with such licenses and permits. The judgment of any court of competent jurisdiction or the admission of Tenant in any action or proceeding ( whether Landlord is a party or not) that Tenant has violated any Laws shall be conclusive of that fact as between Landlord and Tenant.
10. 3 Nondiscrimination. Tenant hereby certifies and agrees that, in all matters affecting this Lease, it will comply with all applicable federal, State, and local laws and regulations prohibiting discrimination of any kind, including but not limited to, the Federal Civil Rights Act of 1964, Unruh Civil Rights Act, Cartwright Act, State Fair Employment Practices Act, and Americans with Disabilities Act.
10. 4 Employment Records. All employment records shall be open for inspection and reinspection by Landlord at any reasonable time during the term of this Lease for the purpose of verifying the practice of nondiscrimination by Tenant in the areas heretofore described.
10. 5 Hazardous Materials.
a) Tenant shall not cause or permit any Hazardous Material( s) ( as defined in this Article) to be brought, kept or used in or about the Building by Tenant, Tenant' s Affiliates, contractors provided Tenant may use and store normal quantities of products used for office purposes( such as toner, cleaning solvents or the like) as long as the same are used in compliance with applicable Laws. Tenant indemnifies Landlord and Landlord' s Affiliates from and against any breach by Tenant ofthe obligations stated in the preceding sentence, and agrees to defend and hold Landlord and Landlord' s Affiliates harmless from and against any and all claims, judgments, damages, penalties, fines, costs, liabilities, or losses( including, without limitation, diminution in value of the Building, damages for the loss or restriction or use of rentable or usable space or of any amenity of the Building, damages arising from any adverse impact or marketing of space in the Building, and sums paid in settlement of claims, attorneys' fees, consultant fees, and expert fees) which arise or accrue during, or are attributable to, the term of this Lease as a result of such breach. This indemnification of Landlord and Landlord' s Affiliates by Tenant includes without limitation, costs incurred in connection with any investigation of site conditions or any cleanup, remedial, removal, or restoration work required by any federal, state, or local governmental agency or political subdivision because of Hazardous Material( s) present in the soil or ground water on or under the Building. Without limiting the foregoing, if the presence of any Hazardous Material( s) on the Building caused or permitted by Tenant and/ or Tenant' s Affiliates results in any contamination of the Building, Tenant shall promptly take all actions at its sole expense as are necessary to return the Building to the condition existing prior to the introduction of any such Hazardous Material( s) and the contractors to he used by Tenant must be approved by the Landlord, which approval shall not be unreasonably withheld so lung as such actions would not potentially have any material adverse long-term or short-term effect on the Building and so long as such actions do not materially interfere with the use and enjoyment of the Building by the other tenants thereof; provided however, Landlord shall also have the right, by notice to Tenant, to directly undertake such mitigation efforts with regard to Hazardous Matcrial( s) in or about the Building due to Tenant' s breach of its obligations pursuant to this Section, and to charge Tenant, as Additional Rent, for the costs thereof
b) Landlord covenants and agrees that in the event any unlawful levels of Hazardous Material( s) exist or arc introduced in, on or about the Building, due to other than the actions or inaction of Tenant or Tenant' s Affiliates, assignees, sublessees, licensees, or contractors, and any such Hazardous Material( s) arc reasonably potentially injurious to Tenant' s health, safety or welfare, or if any such unlawful levels of Hazardous Matcrial( s) substantially interfere with Tenant' s use of the Premises, Landlord shall, if required by applicable Laws, diligently commence to remove, restore, remediate or otherwise abate such Hazardous Material( s) in compliance with all Laws pertaining to Hazardous Material( s).
c) It shall not be unreasonable for Landlord to withhold its consent to any proposed transfer under Article 17 if( i) the proposed transferee's anticipated use of the Premises involves the generation, storage, use, treatment, or disposal of Hazardous Material( s); ( ii) the proposed transferee has been required by any prior landlord, lender, or governmental authority to take remedial action in connection with Hazardous Material( s) contaminating a property if the contamination resulted from such transferee's actions or use ofthe Property in question; or( iii) the proposed transferee is subject to an enforcement order issued by any governmental authority in connection with the use, disposal, or storage of a Hazardous Material( s). d) As used herein, the term " Hazardous Material( s)" mean any hazardous or toxic substance, material, or waste which is or becomes regulated by any local governmental authority, the State of California or the United States Government. The term " Hazardous Material( s)" include, without limitation, any material or substance which is( i) defined as" Hazardous Waste," Extremely Hazardous Waste," or " Restricted Hazardous Waste" under Sections 25115, 25117 or 25122. 7, or listed pursuant to Section 25140, of the California Health and Safety Code, Division 20, Chapter 6. 5 ( Hazardous Waste Control Law), ( ii) defined as a " Hazardous 8 Substance" under Section 25316 of the California Health and Safety Code, Division 20, Chapter
6. 8( Carpenter- Presley-Tanner Hazardous Substance Account Act), (iii) defined as a" Hazardous Material," " Hazardous Substance,' or " Hazardous Waste" under Section 25501 of the California Health and Safety Code, Division 20, Chapter 6. 95 ( Hazardous Materials Release Response Plans and Inventory), ( iv) defined as " Hazardous Substance" under Section 25281 of the California Health and Safety Code, Division 20, Chapter 6. 7 ( Underground Storage of Hazardous Substances), ( v) petroleum, ( vi) asbestos, ( vii) regulated by Section 26100 et seq. of the California Health and Safety Code, Division 20, Chapter 18 ( Toxic Mold Protection Act of 2001), ( viii) listed under Article 9 or defined as Hazardous or extremely hazardous pursuant to Article 11 of Title 22 of the California Administrative Code, Division 4, Chapter 20, ( ix) designated as a " Hazardous Substance" pursuant to Section 311 of the Federal Water Pollution Control Act( 33 U. S. C. § 1317), or( x) defined as a " Hazardous Waste" pursuant to Section 1004 of the Federal Resource Conservation and Recovery Act, 42 U. S. C. § 6901 et seq. ( 42 U. S. C. § 6903), ( xi) defined as a " Hazardous Substance" pursuant to Section 101 of the Comprehensive Environmental Response, Compensation and Liability Act, 42 U. S. C. § 9601 et seq. ( 42 U. S. C. § 9601).
e) As used herein, the term " Laws" mean any applicable federal, state or local laws, ordinances, or regulation relating to any Hazardous Material affecting the Building, including, without limitation, the laws, ordinances, and regulations referred to in Article 10. 4 ( d) above.
11. Alterations and Additions.
11. 1 Landlord' s Consent.
a) Tenant shall not make or permit to be made any alterations, additions or improvements ( singularly and collectively " Alterations") to the Building or the Premises or any part thereof without the prior written consent of Landlord in each instance. b) Landlord will not unreasonably withhold its consent to any Alterations provided and upon the condition that all of the following conditions shall he satisfied: ( i) the Alterations do not affect the outside appearance of the Building; (ii) the Alterations arc nonstructural and do not impair the strength of the Building or any part thereof; (iii) the Alterations are to the interior of the Premises and do not affect any part of the Building outside of the Premises; ( iv) the Alterations do not affect the proper functioning of the healing, ventilating and air conditioning (" MAC"). mechanical, electrical, sanitary or other utilities, systems and services of the Building, or increase the usage thereof by Tenant; ( v) Landlord shall have approved the final plans and specifications for the Alterations and all contractors who will perform them; ( vi) Tenant pays to Landlord( A) a fee in connection with the Alterations equal to five percent( 5%) of the estimated cost of the work and the fee is sufficient to compensate Landlord for all overhead, general conditions, fees and other costs and expenses arising from Landlord' s involvement with such work, and ( B) the reasonable costs and expenses actually incurred by Landlord in reviewing Tenant' s plans and specifications and inspecting the Alterations to determine whether they are being performed in accordance with the approved plans and specifications and in compliance with Laws, including, without limitation, the fees of any architect or engineer employed by Landlord for such purpose; ( vii) before proceeding with any Alteration which will cost more than$ 10, 000( exclusive of the costs of items 9 constituting Tenant' s Property, as defined in Article 11. 2), Tenant obtains and delivers to Landlord, at Landlord' s option, either: ( C) a performance bond and a labor and materials payment bond for the benefit of Landlord, issued by a corporate surety licensed to do business in California, each in an amount equal to one hundred twenty five percent( 125%) of the estimated cost of the Alterations and in form satisfactory to Landlord, or( D) such other security as shall be reasonably satisfactory to Landlord. Unless all of the foregoing conditions arc satisfied, Landlord shall have the right to withhold its consent to the Alterations in Landlord' s sole and absolute discretion. c) Not less than twenty ( 20) days nor more than thirty ( 30) days prior to commencement of any Alterations, Tenant shall notify Landlord of the work commencement date so that Landlord may post notices of non responsibility about the Premises. All Alterations must comply with all Laws, the other terms of this Lease, and the final plans and specifications approved by Landlord, and Tenant shall fully and promptly comply with and observe the rules and regulations of Landlord then in force with respect to the making of Alterations. Landlord' s review and approval of Tenant' s plans and specifications are solely for Landlords benefit. Landlord shall have no duty toward Tenant, nor shall Landlord be deemed to have made any representation or warranty to Tenant, with respect to the safety, adequacy, correctness, efficiency or compliance with Laws of the design of the Alterations, the plans and specifications therefore, or any other matter regarding the Alterations.
11. 2 Ownership and Surrender of Alterations. Upon their installation, all Alterations, including, but not limited to, wall covering, paneling and built-in cabinetry, but excluding movable furniture, trade fixtures and office equipment (" Tenant' s Property"), shall become a part of the realty and belong to Landlord and shall be surrendered with the Premises. However, upon the expiration or sooner termination of the Lease Term, Tenant shall, upon written demand by Landlord, at Tenant' s expense, immediately remove any Alterations made by Tenant which are designated by Landlord to be removed and repair any damage to the Premises caused by such removal.
11. 3 Liens. Tenant shall pay when due all claims for labor, materials and services furnished by or at the request of Tenant or Tenant' s Affiliates. Tenant shall keep the Premises, the Building and the Land free from all liens, security interests and encumbrances( including, without limitation, all mechanic' s liens and stop notices) created as a result of or arising in connection with the Alterations or any other labor, services or materials provided for or at the request of Tenant or Tenant' s Affiliates, or any other act or omission of Tenant or Tenant' s Affiliates, or persons claiming through or under them. ( Such liens, security interests and encumbrances singularly and collectively are herein called " Liens.") Tenant shall not use materials in connection with the Alterations that arc subject to any Liens. Tenant shall indemnify Landlord and Landlord' s Affiliates for, and hold Landlord and Landlord' s Affiliates harmless from and against: ( a) all Liens; b) the removal of all Liens and any actions or proceedings related thereto; and( c) all Liabilities incurred by Landlord or Landlord' s Affiliates in connection with the foregoing. If Tenant fails to keep the Premises, the Building and the Land free from Liens, then, in addition to any other rights and remedies available to Landlord, Landlord may immediately take any action necessary to discharge such Liens, including, but not limited to, payment to the claimant on whose behalf the Lien was filed, without any duty to investigate the validity thereof, and all sums, costs and expenses, including reasonable attorneys fees and costs, incurred by Landlord in connection with 10 such lien shall be deemed Additional Rent under this Lease and shall immediately be due and payable by Tenant. Tenant shall indemnify Landlord and Landlord' s Affiliates for, and hold Landlord and Landlord' s Affiliates harmless from and against, all Liabilities so incurred by Landlord, without regard to any defense or offset that Tenant may have had against the claimant.
Neither Landlord' s curative action nor the reimbursement of Landlord by Tenant shall cure Tenant' s default in failing to keep the Premises, the Building and the Land free from Liens.
11. 4 Additional Requirements. Alterations shall comply with all Laws. Tenant, at its sole expense, shall obtain and provide to Landlord all necessary permits and certificates for the commencement and performance of Alterations and for final approval thereof upon completion, and shall cause the Alterations to be performed in compliance therewith and with all applicable insurance requirements, and in a good, first-class and workmanlike manner. Landlord shall have all rights to review and approve or disapprove all required submittals in accordance with the Laws, and nothing set forth in this Lease shall be construed as the Landlord' s approval of any or all of the applications or plans for the Alterations. Tenant, at its sole expense, shall diligently cause the cancellation or discharge of all notices of violation arising from or otherwise connected with Alterations, or any other work, labor, services or materials done for or supplied to Tenant or Tenant' s Affiliates, or by any person claiming through or under Tenant or Tenant' s Affiliates.
Alterations shall be performed so as not to interfere with any other tenant in the Building, cause labor disharmony therein, or delay or impose any additional expense on Landlord in the construction, maintenance, repair or operation of the Building. Throughout the performance of the Alterations, Tenant, at its expense, shall carry, or cause to be carried the Workers Compensation insurance described in Article 15. Tenant shall furnish Landlord with satisfactory evidence that such insurance is in effect at or before the commencement of the Alterations and, upon request, at reasonable intervals thereafter until completion of the Alterations.
11. 5 Compliance with Applicable Prevailing Wage Requirements.
Landlord intends to contribute an amount not to exceed 42, 500 toward the standard paint and building standard carpet installation TI project. Landlord and Tenant acknowledge that this particular TI project is a public work to which prevailing wages apply. Landlord acknowledges that this particular TI work is a " public work," and the following requirements apply to this TI work:
To the maximum extent permitted by law, Tenant shall defend ( at Tenant' s expense with counsel reasonably acceptable to the Landlord), indemnify and hold harmless the Landlord and its officers, employees, elected or appointed officials, volunteers, contractors and agents from and against any and all loss, demand, liability, damage, claim, cost, expense and/ or "increased costs" including reasonable attorneys' fees, court and litigation costs, and fees of expert witnesses) which, in connection with the construction of the Alterations, including, without limitation, any and all public works ( as defined by applicable law), results or arises in any way from any of the following: ( 1) the noncompliance by Tenant or any of his subcontractors of any applicable local, state and/ or federal law, including, without limitation, any applicable federal and/ or state labor laws ( including, without limitation, if applicable, the requirement to pay state prevailing wages); 2) the implementation of Section 1781 ofthe Labor Code, as the same may be amended from time to time, or any other similar law; and/ or ( 3) failure by Tenant or any of his subcontractors to 11 provide any required disclosure or identification as required by Labor Code Section 1781, as the same may be amended from time to time, or any other similar law. It is agreed by the parties that, in connection with the construction of the Alterations, including, without limitation, any and all public works ( as defined by applicable law), Tenant shall bear all risks of his and his subcontractors' payment or non-payment of prevailing wages under California law and the implementation of Labor Code Section 1781, as the same may be amended from time to time, and any other similar law. " Increased costs," as used in this Section, shall have the meaning ascribed to it in Labor Code Section 1781, as the same may be amended from time to time. The foregoing indemnity shall survive termination of this Lease.
12. Repairs.
12. 1 Condition of Premises. As provided in Article 5, the Premises shall be delivered to Tenant in an " AS IS" and " ALL FAULTS" condition and Landlord shall have no obligation whatsoever to alter, remodel, improve, repair, decorate, or paint the Premises or any part thereof either prior to or during the Lease Tenn except to the extent expressly provided in Section 12. 2 below. By accepting possession of the Premises, Tenant shall be deemed to have acknowledged that the Premises are suitable for its purposes and in good condition and repair. Subject to Section
12.2, Tenant, at its expense, shall keep the Premises and every part thereof in good condition and repair and shall, upon the expiration or sooner termination of the Lease Term, surrender the Premises to Landlord and in good condition and repair. Tenant acknowledges and agrees that it has inspected, or prior to the Lease Commencement will inspect, the Premises and that Tenant is not relying on any representations or warranties made by Landlord or Landlord' s Affiliates regarding the Premises, the Building, or the Land except as may be expressly set forth herein.
12. 2 Landlord' s Obligation to Repair. Subject to Article 16 and expressly provided herein this lease, Landlord shall repair and maintain the common areas and the structural portions of the Building, including, but not limited to, the structural portions of the roof, the foundations, exterior load- bearing walls, and the basic HVAC, mechanical, electrical and plumbing systems installed by Landlord in the Building. However, if the repair or maintenance is caused in whole or in part by the act, neglect, fault or omission of Tenant or Tenant's Affiliates, or by Tenant' s Alterations, Tenant immediately shall pay for such repair or maintenance as Additional Rent within fifteen( 15) days of Tenant' s receipt of invoice. Tenant shall indemnify Landlord for and hold Landlord and Landlord' s Affiliates harmless from and against all other Liabilities incurred by Landlord and Landlord' s Affiliates in connection therewith. Landlord shall have a reasonable time after written notice from Tenant to perform necessary repairs or maintenance.
Tenant waives all rights granted under Law to make repairs at Landlord' s expense.
13. Services and Utilities.
13. 1 Landlord' s Services. Subject to the rules and regulations of the Building, Landlord shall furnish the required water, plumbing, electrical and HVAC required in Landlord's judgment for the comfortable use and occupancy of the Premises, and janitorial services, as hereinafter provided. Landlord shall also maintain the common stairs, entries and rest rooms in the Building lighted. If Landlord shall determine, in the exercise of Landlord' s sole hut good faith discretion, that the Tenant' s use of the utilities is in excess of that normally used by a tenant occupying similar 12 space, then Tenant shall pay Landlord upon demand, as Additional Rent hereunder, the cost of such excess utility usage in addition to any other Rent or charge due from Tenant under this Lease.
13. 2 Utility Charges.
a) Tenant shall be solely responsible for obtaining and shall promptly pay directly to the utility supplier all fees, deposits and charges including use and/ or connection fees, hookup fees, standby fees and/ or penalties for discontinued or interrupted service, and the like, for electricity, gas and water used in or upon or furnished to the Premises, irrespective of whether any of the foregoing are initially paid or advanced by Landlord, or otherwise. If electricity, gas or water service is billed to Landlord and is not specifically metered to the Premises, the amount thereof shall be equitably prorated by Landlord and Tenant shall pay to Landlord within ten ( 10) days after Landlord' s demand, as Additional Rent hereunder, an amount equal to that proportion of the total charges therefore which the number of square feet of gross floor area in the Premises bears to the total number of square feet of gross floor area covered by such combined charges.
Additionally, if the Premises are not separately metered, Landlord shall have the right to install separate meters. Since the Premises are not separately metered, Tenant shall pay the above described utilities as part of the base year component of the modified gross rent. b) In no event shall Landlord be liable for damages or otherwise for any interruption, reduction, disruption, curtailment or failure in the supply, quality or character of electricity, centrally conditioned cold air or any other utility or other service, or if either the quantity, quality or character thereof supplied to or by Landlord is changed or is no longer available or suitable for Tenant' s requirements, nor shall any such interruption, reduction, disruption, curtailment, failure or change in quantity, quality or character constitute or be deemed to constitute constructive eviction of Tenant, or excuse or relieve Tenant from its obligations pursuant to this Lease.
13. 3 Janitorial Services. The janitorial services to be provided by Landlord to Tenant shall be provided five ( 5) days a week, Monday through Friday ( except for nationally and locally recognized holidays). Janitorial services shall be those customarily furnished for similar buildings in the general vicinity of the Building.
13. 4 Hours of Operation. HVAC for the Premises shall be provided five( 5) days a week, Monday through Friday, from 7: 00 a. m. to 6: 00 p. m. and Saturdays from 9: 00 a. m. to 1: 00 p. m. excluding nationally and locally recognized holidays). Tenant shall not be entitled to any abatement of Rent or have any right to terminate this Lease in the event Landlord is unable to provide the services set forth herein.
13. 5 Extra Hours. If during any hours or any days other than those specified in Article
13. 4, Tenant desires to have any services or utilities supplied to the Premises which are not separately metered, and provided Landlord receives reasonable advance notice thereof, and if Landlord is able to provide the same, Tenant shall pay Landlord such charge as Landlord shall establish from time to time for providing such services and utilities, at a cost currently estimated at$ 35. 00 per hour, which arc not separately metered to the Premises. Any such charges which Tenant is obligated to pay shall be deemed to be Additional Rent hereunder. 13 14. Entry by Landlord. Landlord shall have the right to enter the Premises during regular business hours in order to: inspect the Premises; post notices of non- responsibility; show the Premises to prospective purchasers, lenders or tenants; perform its obligations and exercise its rights hereunder; and make repairs, improvements, alterations or additions to the Premises or the Building or any portion thereof as Landlord deems necessary or desirable and to do all things necessary in connection therewith, including, but not limited to, erecting scaffolding and other necessary structures. Landlord shall retain( or be given by Tenant) keys to unlock all ofthe doors to or within the Premises, excluding doors to Tenant's vaults and files. Landlord shall have the right to use any and all means necessary to obtain entry to the Premises in an emergency.
Landlords entry to the Premises shall not, under any circumstances, be deemed to be a forcible or unlawful entry into, or a detainer of, the Premises, or an eviction of Tenant from the Premises or any portion thereof.
15. Tenant' s Insurance.
15. 1 Property Insurance. At all times during the Lease Term, Tenant, at its expense, shall maintain in effect policies of casualty insurance covering: ( a) all alterations made by Tenant and all leasehold improvements; and( b) all of Tenant' s Property and other Personal Property from time to time in, on or about the Premises, in an amount not less than their full replacement cost without deduction for depreciation) from time to time during the term ofthis Lease. Such policies shall provide for protection against any perils normally included within the classification of" All Risks", and shall cover demolition and changes in Laws. Such insurance shall contain an endorsement naming the Landlord and Landlord' s Mortgagee as loss payee and an endorsement waiving the insurer' s right to subrogate against the Landlord or Landlord' s Mortgagee.
15. 2 Commercial General Liability Insurance. At all limes during the Lease Term, Tenant, at its sole expense, shall maintain Commercial General Liability Insurance with respect to the ownership, maintenance, use, operation and condition of the Premises and the business conducted therein. Such insurance shall at all times have limits of not less than One Million Dollars($ 1, 000, 000.00) per occurrence and Two Million Dollars($ 2, 000,000.00) in the aggregate.
At Landlord' s request, these limits shall be increased from time to time during the Lease Term to such higher limits as Landlord or its insurance consultant believe are necessary to protect Landlord.
Such insurance shall be primary and not contribute with any self-insurance or insurance maintained by the Landlord or Landlord' s Mortgagee, and shall contain an endorsement naming Landlord and Landlord' s Mortgagee, their elected and appointed officials and employees as additional insureds.
15. 3 Workers' Compensation Insurance. At all times during the Lease Term, Tenant shall maintain Workers' Compensation insurance as required by California law and Employer' s Liability insurance with limits not less than$ I million($ 1, 000, 000) each accident. Such insurance shall contain an endorsement waiving the insurer' s right to subrogate against the Landlord, the Landlord' s Mortgagee or their elected or appointed officials and employees.
15. 4 Policy Requirements. All insurance required to be carried by Tenant hereunder shall be issued by insurers with a current A.M. Best' s rating of no less that A- VII and qualified to do business in the State of California, approved by Landlord and, if required, by Landlords Mortgagee. Copies of all certificates and required endorsements shall be delivered to Landlord at 14 least ten ( 10) days prior to Tenant' s occupancy of the Premises. Each policy shall provide that it may not be canceled except after thirty ( 30) days' prior written notice to Landlord and Landlord' s Mortgagee. Tenant shall furnish Landlord with renewal certificates or binders of each policy evidencing compliance with those requirements at least thirty( 30) days prior to expiration. Tenant shall have the right to provide insurance coverage pursuant to blanket policies obtained by Tenant if the blanket policies expressly afford coverage as required by this Lease.
15. 5 Tenant's Failure to Deliver Policies. Upon Landlord' s request, Tenant shall deliver certified copies ofall required insurance policies to the Landlord. IfTenant fails to deliver required certificates of insurance, required endorsements or requested copies of the insurance policies within the time required pursuant to Article 15. 4, Landlord may, but shall not be obligated to, obtain the required insurance, and the cost thereof, shall be payable by Tenant to Landlord on demand. Nothing in this Article shall be deemed to be a waiver of any rights or remedies available to Landlord under this Lease or at law or in equity if Tenant fails to obtain and deliver the required insurance policies and evidence of payment.
16. Damage or Destruction; Eminent Domain.
16. 1 Landlord' s Restoration. If the Building or the Premises are partially damaged or totally destroyed by fire or other casualty, Tenant shall assign to Landlord ( or to any party designated by Landlord) all insurance proceeds payable to Tenant under Tenant's insurance carried under Article 15 of this Lease. Upon Landlord' s receipt of notice of the damage or destruction and substantially all of the insurance proceeds receivable, Landlord shall repair the damage and restore or rebuild the Building or the Premises ( except for Tenant's Property and leasehold improvements which are above the standard of the Building). However, Landlord shall not be required to spend amounts in excess of the insurance proceeds actually received for such repair, restoration or rebuilding. Subject to Article 22, Landlord shall attempt to make any required repairs or restoration promptly and so as not to interfere unreasonably with Tenant's use and occupancy of the Premises, but Landlord shall not be obligated to perform such work on an overtime or premium-pay basis.
16. 2 Rent Abatement. Subject to Article 16. 3, if, in Landlord' s reasonable judgment, all or part ofthe Premises are rendered completely or partially untenantable on account of fire or other casualty, the Monthly Rent shall be abated( to the extent of Landlord' s rental loss insurance carried hereunder) in the proportion that the rentable area of the untenantable portion ofthe Premises bears to the total Area of the Premises. Such abatement shall commence on the date of the damage or destruction and shall continue until the Premises have been substantially repaired and Tenant has reasonable access to the Premises. However, if Tenant reoccupies the damaged portion of the Premises prior to the date that the Premises are substantially repaired, the Monthly Rent allocable to the reoccupied portion shall be payable by Tenant from the date of such occupancy in the proportion that the rentable area of the reoccupied portion of the Premises bears to the total Area of the Premises.
16. 3 Exception to Abatement. Notwithstanding Article 16. 2, if the damage is due to the fault or neglect of, including, without limitation, Tenant, Tenant' s Affiliates, contractors, and guests, or Landlord is unable to collect all of the insurance proceeds( including, without limitation, 15 rent insurance proceeds) for damage or destruction of the Premises or the Building, there shall be no abatement of Monthly Rent to Landlord ( or any Landlord' s Mortgagee). Provided Tenant is able to reoccupy the damaged portion of the Premises under applicable Laws and reoccupies the damaged portion of the Premises prior to the date that the Premises arc substantially repaired, the Monthly Rent allocable to the reoccupied portion shall be payable by Tenant from the date of such occupancy. Landlord' s collection of Monthly Rent shall not preclude Landlord from seeking damages from Tenant or exercising any other rights and remedies it under this Lease or at law or in equity.
16.4 Election to Terminate. Landlord or Tenant may terminate this Lease upon written notice to the other party if: (a) the Building or the Premises are substantially or totally destroyed or, in Landlord' s solejudgment, rendered untenantable by fire or other casualty or any other cause; or( b) the Building is damaged or rendered untenantable( whether or not the Premises are damaged or destroyed or rendered untenantable) so that its repair or restoration requires the expenditure( as estimated by a contractor or architect designated by Landlord) of more than twenty percent( 20%) of the full insurable value of the Building immediately prior to the casualty; or ( c) less than two 2) years remains in the Lease Term at the time of the damage or destruction or events which render the Building or the Premises untenantable and the time necessary to repair or restore the Building or the Premises would exceed ninety( 90) days( as estimated by a contractor or architect designated by Landlord); or( d) Landlord would be required under Article 16.2 to abate or reduce the Monthly Rent for a period in excess of four( 4) months if repairs or restoration were undertaken.
If Landlord or Tenant elects to terminate this Lease, its notice of termination shall be given within sixty ( 60) days after the date of the damage, destruction or events causing untenantability. Such notice shall include a termination date giving Tenant ninety ( 90) days to vacate the Premises.
16. 5 Eminent Domain. Landlord may terminate this Lease upon written notice to Tenant if twenty- five percent ( 25%) or more of either the Premises, the Building or the Land is condemned, taken or appropriated by any public or quasi- public authority( collectively" Taking or Appropriation") under the power of eminent domain, police power or otherwise( or in the event of a sale in lieu thereof). Whether or not this Lease is so terminated, Landlord shall be entitled to any and all income, Rent, award, or interest thereon which may be paid or made in connection with the Taking or Appropriation, and Tenant shall have no claim against Landlord for the value of any unexpired term of this Lease. If Landlord elects to terminate this Lease, its notice of termination shall be given within sixty( 60) days after the Taking or Appropriation. If such notice is not given or if Landlord notifies Tenant of Landlord's election not to terminate, this Lease shall continue in full force and effect, except that the Monthly Rent shall be reduced in the proportion that the Premises which is taken bears to the total Arca of the Premises. Nothing contained in this Article shall prevent Tenant from bringing a separate action or proceeding for compensation for any of Tenant' s Property taken and Tenant' s moving expenses. Tenant hereby waives any and all rights it might otherwise have pursuant to Section 1265. 130 of the California Code of Civil Procedure.
16. 6 Business Interruption. Landlord shall not incur any Liabilities of any type to Tenant, Tenant' s Affiliates, contractors, or guests arising from or in connection with any damage or destruction of the Premises, the Building or the Land, or any Taking or Appropriation thereof, or any repairs or restoration in connection therewith, nor shall Tenant have any right to terminate 16 this Lease as a result thereof. However, in such event, Monthly Rent shall be abated if and to the extent that abatement is allowed pursuant to this Article.
16. 7 Waiver. To the extent permitted under law, Tenant waives the application of any Laws now or hereafter in effect which arc contrary to the provisions of this Article in connection with any damage, destruction, Taking or Appropriation( or grant deed or other instrument in lieu) of all or any portion of the Premises, the Building, or the Land.
17. Assignment and Subletting.
17. 1 Landlord' s Consent Required. Tenant shall not voluntarily, involuntarily or by operation of any Laws sell, convey, mortgage, assign, sublet or otherwise transfer or encumber collectively " Transfer") all or any part of Tenant's interest in this Lease or the Premises without Landlord' s prior written consent in each instance, which consent shall not be unreasonably withheld, conditioned or delayed except as otherwise provided in this Article, and any attempt to do so without this consent shall be null and void. If Tenant desires to Transfer its interest in this Lease to all or any part of the Premises, Tenant shall notify Landlord in writing. This notice shall state and/ or be accompanied by: ( a) the proposed effective date of the Transfer, which shall not be less than 45 days after the date of delivery of the notice, ( b) a description of the portion of the Premises to be transferred; ( c) a statement setting forth the name and business of the proposed Transferee; ( d) a copy of the proposed Transfer agreement( and any collateral agreements) setting forth all of the terms and the financial details of the Transfer ( including, without limitation, the term, the Rent and any security deposit, " key money", calculation of " Transfer Premium" as defined in Article 17. 5, and amounts payable for Tenant's Property and the common use of any personnel or equipment); ( c) current financial statements of the proposed Transferee certified by an independent certified public accountant and other information requested by Landlord relating to the proposed Transferee; and( I) any other information concerning the proposed Transfer which Landlord may reasonably request. Transfer made without Landlord' s prior written consent shall, at Landlord's option, be null, void, and of no effect, and constitute a default by Tenant under this Lease.
17. 2 Consent by Landlord. Tenant agrees that the withholding of Landlord' s consent shall be deemed reasonable if any of the following conditions arc not satisfied:
a) The proposed Transferee shall use the Premises only for the Permitted Use, and the business of the proposed Transferee is consistent with the other uses and the standards of the Building, in Landlord' s reasonable judgment.
b) On the date consent is requested, the proposed Transferee is reputable and has a net worth not less than the net worth of Tenant on the execution of this Lease, has a credit rating reasonably acceptable to Landlord, and otherwise has sufficient financial capabilities to perform all of its obligations under this Lease or the proposed sublease, in Landlord' s reasonable judgment. c) Neither the proposed Transferee nor any person or entity that directly or indirectly controls, is controlled by, or is under common control with the proposed Transferee is an occupant 17 of any part ofthe Building or has negotiated for space in the Building within a six( 6) month period prior to the delivery of Tenant' s written notice.
d) The proposed Transfer would not cause Landlord to be in violation of another lease or agreement to which Landlord is a party, or would not give an occupant of the Building a right to cancel its lease.
c) The terms of the proposed Transfer will nut allow the Transferee to exercise a right of renewal, right of expansion, right of first offer, or other similar right held by Tenant, or occupy space leased by Tenant pursuant to any such right.
f) Tenant is not in default and has not committed acts or omissions which with the running of time or the giving of notice or both would constitute a default under this Lease. g) Tenant has complied with the terms of this Article.
The conditions described above arc not exclusive and shall not limit or prevent Landlord from considering additional factors in determining if it should reasonably withhold its consent.
17. 3 Cporate and Partnership Transactions. If Tenant is a corporation, dissolution of the corporation or a transfer ( by one or more transactions) of a majority of the voting stock of Tenant shall be deemed to be Transfer of this Lease subject to the provisions of this Article.
However, these provisions shall not apply to transactions with a corporation into or with which Tenant is merged or consolidated or to which substantially all of Tenant' s stock or assets arc transferred or which controls, is controlled by, or is under common control with, Tenant, if a principal purpose of the merger or transfer is not the assignment of this Lease and Tenant' s successor has a net worth not less than the net worth of Tenant on the execution of this Lease.
Tenant shall cause reasonably satisfactory proof of such net worth to be delivered at least thirty 30) days prior to the effective date of the transaction. If Tenant is a partnership, a dissolution of the partnership( including a" technical" dissolution) or a transfer of the partnership interests to one or more partners which reduces the net worth of the partners shall be deemed an assignment of this Lease subject to the provisions of this Article, regardless of whether the transfer is made by one or more transactions.
17. 4 No Release of Tenant. Notwithstanding the granting of Landlord's consent, no Transfer of this Lease or the Premises shall release or alter Tenant's primary liability to pay Rent and perform all of its other obligations hereunder. The acceptance of Rent by Landlord from any person other than Tenant shall not be a waiver by Landlord of any provision hereof. Consent to one Transfer shall not be deemed to be consent to any subsequent Transfer. If any Transferee of Tenant defaults in the performance of any of the terms hereof, Landlord may proceed directly against Tenant without proceeding against or exhausting its remedies against the Transferee. After any Transfer, Landlord may consent to subsequent Transfers, or amendments to this Lease, without notifying Tenant or any other person, without obtaining consent thereto, and without relieving Tenant of liability under this Lease.
18 17. 5 Transfer Premium. If Landlord consents to any Transfer, Tenant shall pay the following to Landlord as Additional Rent:
a) Tenant shall pay to Landlord 50% of any " Transfer Premium" as defined in this Article. Transfer Premium shall mean all Rent or other consideration payable by such Transferee in excess of the Monthly Rent and Additional Rent payable by Tenant under this Lease and/ or collateral agreements on a per rentable square foot basis if less than all of the Premises is transferred. Transfer Premium shall also include, but not be limited to, key money, and bonus money paid by Transferee to Tenant in connection with such Transfer, and any payment in excess offair market value for services rendered by Tenant to Transferee, or for assets, fixtures, inventory, equipment, or furniture transferred by Tenant to Transferee in connection with such Transfer. The Monthly Rent used to calculate the Transfer Premium for a sublease shall be the Rent hereunder allocable to the subleased space for any period and shall be equal to the( Total Rent accruing during such period, multiplied by rentable area of the subleased space)/ Total Area of the Premises. b) This Transfer Premium shall be paid by Tenant to Landlord as and when received by Tenant or, at Landlord' s option, on written notice to the Transferee, Landlord may collect all or any portion of this Transfer Premium directly from the Transferee. Landlord' s acceptance or collection of this Additional Rent will not be deemed to be consent to any Transfer or a curt of any default under this Article or the rest of the Lease.
17. 6 Additional Terms. Within ten ( 10) days of written demand, Tenant shall pay the reasonable attorney' s fees and other costs and expenses of Landlord in connection with any request for Landlord' s consent to any Transfer.
a) A sublease will be null and void unless it complies with the rest of this Lease and provides that: ( i) it is subject and subordinate to this Lease and that if there is any conflict or inconsistency between the sublease and this Lease, this Lease will prevail; ( ii) Landlord may enforce all the provisions of the sublease, including the collection of Rent; ( iii) it may not be modified without Landlord' s prior written consent and that any modification without this consent shall be null and void; ( iv) if this Lease is terminated or Landlord re- enters or repossesses the Premises, Landlord may, at its option, take over all of Tenant' s right, title and interest as sublessor and, at Landlord' s option, the subtenant shall attorn to Landlord, but Landlord shall not be ( x) liable for any previous act or omission of Tenant under the sublease, ( y) subject to any existing defense or offset against Tenant, or( z) bound by any previous modification of the sublease made without Landlord' s prior written consent or by any prepayment of more than one month' s Rent; and( v) it is ineffective until Landlord gives its written consent thereto. b) An assignment will be null and void unless it complies with the terms of this Lease and provides that: ( i) the assignee assumes all of Tenant' s obligations under this Lease and agrees to be bound by all of the terms of this Lease; and( ii) it is ineffective until Landlord gives its written consent thereto.
c) The sublease or assignment otherwise must exactly match the proposed sublease or assignment initially submitted by Tenant. A sublease or assignment will not be effective until a 19 fully executed counterpart is delivered to Landlord and Landlord delivers its written consent thereto.
d) This Article is binding on and shall apply to any purchaser, mortgagee, pledgee, assignee, subtenant or other transferee or encumbrancer, at every level. e) Notwithstanding anything to the contrary in this Lease, if Tenant or any proposed Transferee ofTenant claims that Landlord has unreasonably withheld or delayed its consent under this Article or otherwise has breached or acted unreasonably under this Article, their sole remedy shall be a declaratory judgment and an injunction for the relief sought without any monetary damages, and Tenant waives all other remedies on its own behalf and, to the extent permitted under all Laws, on behalf of Tenant' s proposed Transferee.
18. Quiet Enjoyment. So long as Tenant pays all Rent and performs all of its other obligations as required hereunder, Tenant shall during the Lease Term, peaceably and quietly have, hold and enjoy the Premises subject to the terms, covenants, conditions, provisions and agreements hereof, and the terms of any Superior Leases and Mortgages ( as defined in Article 19. 1), and all other agreements or matters of record or to which this Lease is subordinate without interference by any persons lawfully claiming by or through Landlord. The foregoing covenants are in lieu of any other covenant express or implied.
19. Mortgagee Protection.
19. 1 Subordination. Unless provided otherwise herein, this Lease is subject and subordinate to all present and future ground leases, lease-leaseback financing, underlying leases, mortgages, deeds of trust, or other encumbrances, renewals, modifications, consolidations, replacements, extensions thereof, or advances made thereunder, affecting all or any portion of the Premises, the Building, or the Land(" Superior Leases and Mortgages"). However, in confirmation of such subordination, Tenant shall execute, acknowledge and deliver any instrument that Landlord or the lessor, mortgagee or beneficiary under any of the Superior Leases and Mortgages may request, within ten( 10) days after request. ( Each ofthese lessors, mortgagees or beneficiaries is called a " Landlord' s Mortgagee.") However, if Landlord, Landlord' s Mortgagee or any other successor to Landlord elects in writing, this Lease shall be deemed superior to the Superior Leases and Mortgages specified, regardless of the date of recording, and Tenant will execute an agreement confirming this election on request. If Landlord' s Mortgagee or its successor or any successor to Landlord succeeds to Landlord' s interests under this Lease, whether voluntarily or involuntarily, Tenant shall attom to such person and recognize such person as Landlord under this Lease. To the extent permitted under law, Tenant waives the provisions of any current or future statute, rule, or law which may give or purport to give Tenant any right or election to terminate or otherwise adversely affect this Lease and the obligations of the Tenant hereunder in the event of any foreclosure proceeding or sale.
19. 2 Mortgagee' s Liability. The obligations and liabilities of each of Landlord or Landlord' s Mortgagees, or their successors, under this Lease shall exist only if and for so long as each of these respective parties owns fee title to the Land and the Building or is the lessee under a ground lease therefore. No Monthly Rent or Additional Rent shall be paid more than thirty ( 30) 20 days prior to the due date thereof and payments made in violation of this provision shall ( except to the extent that such payments are actually received by a Landlords Mortgagee) be a nullity as against Landlord' s Mortgagccs or their successors and Tenant shall be liable for the amount of such payments to Landlord' s Mortgagees or their successors.
19. 3 Mortgagee' s Right to Cure. No act or omission by Landlord which would entitle Tenant under the terms of this Lease or any Laws to be relieved ofTenant' s obligations hereunder, or to terminate this Lease, shall result in a release or termination of such obligations or this Lease unless: ( a) Tenant first shall have given written notice of Landlords act or omission to Landlord and all Landlord' s Mortgagees whose names and addresses shall have been furnished to Tenant; and ( b) Landlord' s Mortgagees, after receipt of such notice, fail to correct or cure the act or omission within a reasonable time thereafter( but in no event less than sixty( 60) days). However, nothing contained in this Section shall impose any obligation on Landlords Mortgagees to correct or cure any act or omission.
20. Estoppel Certificates. Tenant shall from time to time, within ten ( 10) days after request by Landlord, execute and deliver to Landlord or any other person designated by Landlord an Estoppel certificate, in form satisfactory to Landlord, which certifies: ( a) that this Lease is unmodified and in full force and effect( or, if there have been modifications, describes them); ( h) the expiration date of the Lease Term and that there arc no agreements with Landlord to extend or renew the Lease Term or to permit any holding over( or if there are any such agreements, describes them and specifies the periods of extension or renewal); ( c) the date through which the Monthly Rent and Additional Rent have been paid; ( d) that Landlord is not in default in the performance of any of its obligations under this Lease( or, if there arc any such defaults, describes them); ( c) that Tenant is not entitled to any credits, offsets, defenses or deductions against payment of the Rent hereunder( or, if they exist, describes them); and( f) such other information concerning this Lease or Tenant as Landlord or any other person designated by Landlord reasonably shall request. An Estoppel certificate issued by Tenant pursuant to this Article shall be a representation and warranty by Tenant which may be relied on by Landlord and by others with whom Landlord maybe dealing, regardless of independent investigation. If Tenant fails to execute and deliver an Estoppel certificate as required hereunder, Landlord' s representations concerning the factual matters covered by such Estoppel certificate, as described above, shall be conclusively presumed to be correct and binding on Tenant.
21. Default. The occurrence of any one or more of the following events shall be a default and breach under this Lease by Tenant:
a) The vacation or abandonment of all or any portion of the Premises by Tenant for ten ( 10) consecutive days.
b) The failure to accept tender of possession of the Premises or any significant portion thereof. c) The failure by Tenant to make any payment of Rent or any other payment required to be made by Tenant hereunder for a period of Ten( 10) days after such payment is due. 21 d) The failure by Tenant to observe or perform any ofthe covenants, conditions or provisions of this Lease to be observed or performed by Tenant, other than those described in subparagraphs b), ( d), ( e), ( t), ( g), ( h) and ( i) of this Article, where such failure shall continue for a period of fifteen ( 15) days after written notice thereof by Landlord to Tenant. However, if the nature of these defaults is such that more than fifteen( 15) days arc reasonably required to cure, then Tenant shall not be deemed to be in default if Tenant commences such cure within the fifteen ( 15) day period and thereafter diligently completes the cure within sixty (60) days. e) The making by Tenant or any guarantor ofthis Lease of any general assignment or general arrangement for the benefit of creditors; or the filing by or against Tenant or any guarantor of this Lease of a petition or order for relief under any Laws relating to bankruptcy or insolvency( unless, in the case of a petition filed against Tenant or any guarantor of this Lease, the petition is dismissed within sixty( 60) days); or the appointment of a trustee, custodian or receiver to take possession of substantially all of Tenant' s assets or the assets of any guarantor ofthis Lease or ofTenant' s interest in this Lease where possession is not restored to Tenant within thirty (30) days; or the attachment, execution or judicial seizure of substantially all of Tenant' s assets or of Tenant's interest in this Lease, unless discharged within thirty ( 30) days.
Q The service by Landlord of a three day notice under California Code of Civil Procedure Section 1161 on three or more occasions if the previous service of the three- day notices did not result in the termination of this Lease.
g) A sale, conveyance, mortgage, pledge, assignment, sublease or other transfer or encumbrance, or any attempt to do so, in violation of Article 17. h) Tenant's failure to deliver the Estoppel certificate within the time required under Article 20, or any written instrument required under Article 19 within the time required. i) A default under or the repudiation of any guaranty of Tenant' s obligations under this Lease. j) Tenant' s failure to maintain the insurance policies required hereunder. k) The death of Tenant or, if Tenant is comprised of more than one ( I) individual, the death of any of the individuals comprising Tenant.
I) Tenant' s failure to observe or perform according to the provisions of Articles 9, 10. 4, and II within five ( 5) business days after notice from Landlord.
Except for the defaults specified in subparagraphs ( c) and ( d), all other defaults are not curable by Tenant.
22. Remedies for Default.
22. 1 General. In the event of any default or breach by Tenant, Landlord may at any time thereafter, with or without notice or demand:
a) Terminate Tenant' s right to possession of the Premises by any lawful means, 22 including but not limited to terminating this Lease, barring the Tenant from reentering the Premises, and removing all persons and property therefrom, which property may be stored by Landlord at a warehouse or elsewhere at risk, expense, and for the account ofTenant. If Landlord elects to terminate this Lease, Tenant shall immediately surrender possession of the Premises to Landlord. In such event Landlord shall be entitled to recover from Tenant all Liabilities incurred by Landlord or Landlord' s Affiliates by reason of Tenant's default, including but not limited to: ( i) the worth at the time of the award of the unpaid Monthly Rent and Additional Rent which had been earned or was payable at the time of termination; ( ii) the worth at the time of the award of the amount by which the unpaid Monthly Rent and Additional Rent which would have been earned or payable after termination until the time of the award exceeds the amount of such rental loss that Tenant proves could have been reasonably avoided; ( iii) the worth at the time of the award of the amount by which the unpaid Monthly Rent and Additional Rent which would have been paid for the balance of the term after the time of award exceeds the amount of such rental loss that Tenant proves could have been reasonably avoided; and ( iv) any other amount necessary to compensate Landlord for all Liabilities proximately caused by Tenant' s failure to perform its obligations under the Lease or which in the ordinary course of things would be likely to result therefrom, including, but not limited to, any costs or expenses incurred by Landlord in maintaining or preserving the Premises, the Building and the Land after such default, the cost of recovering possession of the Premises, advertising expenses incurred, expenses of reletting, including necessary renovation or alteration of the Premises or any portion thereof, whether for the same or different use, and any special concessions made to obtain the new tenant, Landlord' s attorneys' fees and costs incurred in connection therewith, and any real estate commissions paid or payable. As used in subparts ( i) and ( ii) above, the " worth at the time of the award" is computed by allowing interest on unpaid amounts at the rate of eighteen percent ( 18%) per annum, or such lesser amount as may then be the maximum lawful rate. As used in subparagraph( iii) above, the" worth at the time of the award" is computed by discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of the award, plus one percent ( 1%). If Tenant abandons the Premises, Landlord shall have the option of( x) taking possession ofthe Premises and recovering from Tenant the amount specified in this subparagraph, or( y) proceeding under the provisions of subparagraph b) below.
b) Maintain Tenant's right to possession, in which case this Lease shall continue in effect whether or not Tenant shall have abandoned the Premises. In such event Landlord shall be entitled to enforce all of Landlord' s rights and remedies under this Lease and at law or in equity, including the right to recover the Rent and other sums and charges as they become due hereunder. c) Nothing in this Article 22 shall be deemed to affect Landlord' s right to indemnification for liability or liabilities arising prior to the termination of this Lease for personal injuries or property damage under the indemnification clause or clauses contained in this Lease. d) All rights, powers and remedies of Landlord hereunder and under any other agreement now or hereafter in force between Landlord and Tenant shall be in addition to all rights, powers and remedies given to Landlord by law, and the exercise of one or more rights or remedies shall not impair Landlord' s right to exercise any other right or remedy. 23 22. 2 Redemption. Tenant waives any and all rights of redemption granted by or under any Laws if Tenant is evicted or dispossessed for any cause, or if Landlord obtains possession of the Premises by reason of the violation by Tenant of any of the terms, covenants or conditions of this Lease, or otherwise.
22. 3 Performance by Landlord. If Tenant defaults under this Lease, Landlord, without waiving or curing the default, may, but shall not be obligated to, perform Tenant' s obligations for the account and at the expense of Tenant. Notwithstanding Article 21( c), in the case of an emergency, Landlord need not give any notice prior to performing Tenant's obligations.
22.4 Post- Judgment Interest. The amount of any judgment obtained by Landlord against Tenant in any legal proceeding arising out of Tenant' s default under this Lease shall bear interest until paid at the maximum rate allowed by law, or, if no maximum rate prevails, at the rate of twelve percent ( 12%) per annum. Notwithstanding anything to the contrary contained in any Laws, with respect to any damages that are certain or ascertainable by calculation, interest shall accrue from the day that the right to the damages vests in Landlord, and in the case of any unliquidated claim, interest shall accrue from the day the claim arose.
22. 5 Tenant' s Waiver. To the extent permitted under law, in the event of any default, breach or violation of Tenant' s rights under this Lease by Landlord, Tenant' s remedies shall be an action for actual damages. Tenant hereby waives the benefit of any law granting it the right to perform Landlord' s obligation.
23. Holding Over. Tenant shall not hold over in the Premises after the expiration or sooner termination of the Lease Term without the express prior written consent of Landlord. Tenant shall indemnify Landlord and Landlord' s Affiliates for, and hold Landlord and Landlord' s Affiliates harmless from and against, any and all Liabilities arising out of or in connection with any delay by Tenant in surrendering and vacating the Premises, including, without limitation, any claims made by any succeeding tenant based on any delay and any Liabilities arising out of or in connection with these claims. If possession of the Premises is not surrendered to Landlord on the expiration or sooner termination of the Lease Term, in addition to any other rights and remedies of Landlord hereunder or at law or in equity, ' tenant shall pay to Landlord for each month or portion thereof during which Tenant holds over in the Premises a sum equal to one hundred fifty percent ( 150%) of the then- current Monthly Rent in addition to all other Rent payable under this Lease. If any tenancy is created by Tenant' s holding over in the Premises, the tenancy shall be on all ofthe terms and conditions of this Lease, except that Rent shall be increased as set forth herein and the tenancy shall be a month- to- month tenancy. Nothing in this Article 23 shall be deemed to permit Tenant to retain possession of the Premises after the expiration or sooner termination of the Lease Tenn.
24. Indemnification and Exculpation.
24. 1 Indemnification. In addition to any other indemnities required of Tenant hereunder, Tenant shall indemnify Landlord and Landlord' s Affiliates for, and hold Landlord and Landlords Affiliates harmless from, any and all Liabilities arising from or in connection with Tenant' s including Tenant' s Affiliate or any person claiming under or through them), performance and 24 obligations hereunder, or its failure to comply with any current or prospective law, except for such loss or damage caused by the sole negligence or willful misconduct of Landlord, including but not limited to, ( a) the use and occupancy of the Premises by Tenant or Tenant's Affiliates; ( b) the conduct of Tenant' s business; ( c) any breach or default by Tenant under this Lease; ( d) claims by any assignee, subtenant, broker or other person if Landlord declines to consent to any assignment, sublease or other transferor encumbrance or terminates this Lease pursuant to Article 17; and ( e) any other acts or omissions of Tenant or Tenant' s Affiliates or persons claiming through or under them. This indemnification obligation shall survive this Agreement and shall not be limited by any term of any insurance policy required under this Agreement.
24.2 Damage to Persons or Property. Tenant assumes the risk of all Liabilities it may incur, including, but not limited to, damage or injury to persons, property and the conduct of Tenant' s business ( and any loss of revenue therefrom), the loss of use or occupancy of the Premises, and the items enumerated below in this Section, and waives all claims against Landlord and Landlord' s Affiliates in connection therewith. Landlord and Landlord' s Affiliates shall not be liable for any Liabilities incurred by Tenant or Tenant's Affiliates ( including, but not limited to, the Liabilities described above in this Section) arising from or in connection with: ( a) acts or omissions of any tenant of the Building or any other persons ( including, but not limited to, any parking garage operators or their employees); ( b) explosion, fire, steam, electricity, water, gas or rain, pollution or contamination; ( c) the breakage, leakage, obstruction or other defects of plumbing, HVAC, electrical, sanitary, safety, elevator or other utilities and systems ofthe Building or the failure to furnish any of the foregoing; ( d) any work, maintenance, repair, rebuilding or improvement performed by or at the request of Landlord or Landlord' s Affiliates for the Premises, the Building or the Land; ( e) any entry by Landlord or Landlord' s Affiliates on the Premises; ( f) any defects in the Premises, the Building, the Land or any portions thereof; (g) any interference with light or other incorporeal hereditaments; and( h) any other acts, omissions or causes. Nothing in this Section exempts Landlord for liability caused solely by its gross negligence or willful misconduct, but Landlord shall not be liable under any circumstances for consequential or punitive damages ( including, but not limited to, damage or injury to persons, property and the conduct of Tenant' s business land any loss of revenue therefromi). Tenant immediately shall notify Landlord of any defects in the Premises or the Building or any portion thereof and of any damage or injury thereto or to persons or property in or about the Premises or the Building.
24.3 Satisfaction of Remedies. Landlord and Landlord's Affiliates shall not be personally liable for the performance of Landlord' s obligations under this Lease. If Tenant or Tenant' s Affiliates acquire any rights or remedies against Landlord or Landlord' s Affiliates including, but not limited to, the right to satisfy a judgment), these rights and remedies shall be satisfied solely from Landlord's estate and interest in the Land and the Building (or the proceeds therefrom) and not from any other property or assets of Landlord or Landlord' s Affiliates. This Section shall be enforceable by Landlord and Landlord' s Affiliates.
25. Rules and Regulations. Tenant shall faithfully observe and comply with the rules and regulations that Landlord shall from time to time promulgate. Landlord reserves the right from time to time in its sole discretion to make all reasonable additions and modifications to the rules and regulations. Any additions and modifications to the rules and regulations shall be binding on Tenant when delivered to Tenant. Landlord shall not incur any Liabilities to Tenant or Tenant' s 25 Affiliates arising from or in connection with the nonperformance of any rules and regulations by any other tenants or occupants of the Building. Landlord' s current rules and regulations are attached hereto as Exhibit" C."
26. Taxes.
26. 1 Tenant shall be solely responsible for payment of any and all" Real Property Taxes" levied or assessed against the Premises or Tenant's interest under this Lease, including without limitation Tenant' s Share of any taxes levied against the common areas, Land or Building. " Real Property Taxes" include, but are not limited to: any fees, including license fee, license tax, business license fee, commercial rental tax, levy, charge, assessment, penalty or tax imposed by any taxing authority against the Premises, Land or the Building; any property taxes and assessments levied on Tenant' s possessory interest in the Premises, Land or Building; any tax on Landlord' s right to receive, or the receipt of, rent or income from the Premises, Land or Building; any tax or charge for fire protection, streets, sidewalks, road maintenance, refuse or other services provided to the Premises, Land or the Building; any tax imposed on this transaction or based on a reassessment of the Premises, Land or the Building due to a change in ownership or transfer of all or part of Landlord's interest in this Lease, the Premises, Land or the Building; and any charge or fee replacing any tax previously included within this definition. Real Property Taxes do not include Landlord' s federal or state net income, franchise, inheritance, gift, or estate taxes.
26. 2 In accordance with California Revenue and Taxation Code Section 107. 6( a), Landlord hereby informs Tenant that by entering into this Lease a possessory interest in Tenant subject to property taxes may be created, and if so, Tenant or other party in whom the possessory interest is vested may be subject to the payment of property taxes levied on such interest. Tenant shall be solely responsible for payment of any possessory interest tax levied or assessed against the Premises, improvements on the Premises, this Lease, or Tenant' s Share of the Land or Building. If at any time Tenant is not separately assessed for its possessory interest and/ or improvements on the Premises, Tenant shall, as Additional Rent pay to Landlord that portion of any assessment levied against or upon the Premises, the improvements on the Premises, the Building or Landlord' s interest therein that represents the value of the Tenant' s leasehold interest and value of the improvements of the Premises that would have been assessed and levied upon the Premises had it been assessed as such possessory interest in the Premises.
26. 3 The amount of any tax or excise payable by or assessed against Tenant or the Premises, including without limitation, Real Property Taxes shall be paid by Tennant before it becomes delinquent. Tenant shall pay, or cause to be paid, before delinquency, any and all other taxes levied or assessed against Tenant' s Property, Tenant' s possessory interest in the Premises, Land and Building, and any leasehold improvements in the Premises which were made for Tenant or at its request. If any or all of Tenant's Property or any of these leasehold improvements are assessed and taxed with the Building, Tenant shall pay to Landlord its share of such taxes within ten( 10) days after delivery to Tenant by Landlord of a statement in writing setting forth the amount of such taxes.
27. Brokers. Landlord and Tenant represent and warrant to each other that they have had no dealings with any broker, finder, or similar person who is or might be entitled to a commission or 26 other fee in connection with introducing Tenant to the Building or in connection with this Lease, except for Landlord' s Broker and Tenant' s Broker as may be named in Article 2. Landlord shall pay the commission due to Landlord' s Broker and Tenant' s Broker pursuant to a separate agreement between Landlord and such Brokers. Landlord and Tenant shall indemnify each other for, and hold the other harmless from and against, any and all claims that the indemnified party may have as a result of a breach of the foregoing representation.
28. Parking. Tenant acknowledges that no parking is provided to Tenant pursuant to this Lease. Tenant may, on a space available basis, purchase parking spaces from the City per the terms of this lease agreement. Parking rates shall be determined by Landlord at its sole discretion.
Landlord at all times shall have the right to designate the particular parking area and spaces, ifany, to be used by any or all of such Tenant' s employees, suppliers, customers, visitors, or the like, and any such designation may be changed from time to time. Attached hereto as Exhibit" D" is a copy of the City' s Parking Fee Schedule, which schedule shall be subject to change from time to time by City and/or its parking facility operator.
29. Authority to Enter into Lease. If Tenant is a corporation, each individual executing this Lease on behalf of the corporation represents and warrants that he is duly authorized to execute and deliver this Lease on behalf of the corporation, in accordance with a duly adopted resolution of the board of directors of said corporation or in accordance with the by-laws of said corporation, and that this Lease is binding on the corporation in accordance with its terms. If Tenant is a partnership, each individual executing this Lease on behalf of the partnership represents and warrants that he is duly authorized to execute and deliver this lease on behalf of the partnership, in accordance with the partnership agreement and any statements of partnership or certificates of limited partnership of the partnership, and that this Lease is binding on the partnership in accordance with its terms. Tenant shall, within thirty ( 30) days of the execution of this Lease, deliver to Landlord: ( a) if Tenant is a corporation, a certified copy of a resolution of the board of directors ofthe corporation; or( b) ifTenant is a partnership, a copy of the Statement of Partnership or Certificate of Limited Partnership of Tenant; and ( c) other evidence reasonably satisfactory to Landlord authorizing or ratifying the execution of this Lease.
30. Relocation. Notwithstanding any contrary provision of this Lease, if due to excessive noise, Landlord requires the Tenant to relocate within the property or for other reasons related to Landlord' s occupancy plans for the Building, then at any time during the Lease Term Landlord shall have the right, upon providing Tenant prior written notice ( the " Relocation Notice"), to provide and furnish Tenant with space elsewhere in the Building or another building in the Redondo Beach Pier Plaza project comparable to the Premises and to move and place Tenant in such new space, at Landlord' s sole cost and expense. Such space shall be approximately the same size as the existing Premises and shall be improved by Landlord prior to Tenant' s relocation with leasehold improvements comparable to those in the existing Premises. However, if the new space does not meet with Tenant's approval, Tenant may cancel this Lease upon written notice to Landlord, which notice must be received by Landlord within ten( 10) days after delivery to Tenant of the Relocation Notice, and this Lease shall terminate sixty (60) days thereafter( as if such date were the date originally provided herein for the expiration of the Lease Term) and neither party shall have any further rights or obligations hereunder. Tenant' s failure to timely deliver notice to Landlord of Tenants election to cancel this Lease shall be deemed an acceptance by Tenant of the 27 new space set forth in the Relocation Notice, and Tenant shall vacate the Premises in accordance with said notice and/ or the terms of any subsequent notice from Landlord to Tenant. Landlord shall reimburse Tenant, within thirty( 30) days after Landlord's receipt of invoices and paid receipts, for the reasonable moving, telephone installation and stationery reprinting costs actually paid for by Tenant in connection with such relocation. If Landlord moves Tenant to such new space, then this Lease and each and all ofthe terms, covenants and conditions hereof shall remain in full force and effect and be deemed applicable to such new space except that revised Exhibit " A" showing the location of the new space shall become a part of this Lease and Landlord and Tenant shall promptly thereafter execute an amendment to this Lease containing such revised Exhibit "A" and with the Basic Terms of this Lease, as contained in Article 2, amended, if necessary, to include and state all correct data as to the new space. Notwithstanding the foregoing provisions of this Article to the contrary, if the new space contains more floor arca than the original Premises, Tenant shall not be obligated to pay any more Monthly Rent or Operating Expenses than otherwise applicable to the original Premises. Landlord and Tenant agree to cooperate fully in order to minimize the inconvenience of Tenant resulting from such relocation.
Tenant understands and agrees that Tenant is not eligible to be a" displaced person" under the California Relocation Act, which provides that a " displaced person" shall not include any person whose right of possession at the time of moving arose after the date of the public entity' s acquisition of the real property. Tenant understands that Tenant is a " post- acquisition tenant" pursuant to the Relocation Assistance and Real Property Acquisition Guidelines of the California Department of Housing and Community Development, 25 Cal. Code Regs. § 6000, et seq. Tenant understands that pursuant to Section 6034( 6) of the California Code of Regulations, Tenant shall not be entitled to any relocation benefits or assistance if Tenant is temporarily or permanently displaced from the Premises, other than the payment which is required in the following paragraph, whether the displacement is a result of the expiration of the Term, Landlord' s termination of the Lease pursuant to this Section, Landlord' s pursuit of an unlawful detainer proceeding against Tenant, or for any other reason. Tenant hereby knowingly and voluntarily waives any rights Tenant may have to claim or receive any relocation assistance or benefits under state or federal law, and agrees not to file any claim or take any other action to receive such assistance or benefits.
It is strictly understood, and Tenant hereby agrees, that the Landlord reserves the unilateral right at any time, in Landlord' s sole and absolute discretion, to relocate Tenant or terminate this Lease immediately if it is the opinion of the City that the parking structure is unsafe for the Tenant or the public; or upon Ninety calendar days written notice if the City intends to replace or improve the parking structure to an extent that relocation of Tenant is necessary.
31. General Provisions
31. 1 Joint Obligation. If Tenant consists of more than one person or entity, the obligations of such persons or entities as Tenant shall be joint and several.
31. 2 Marginal Headings. The titles to the Articles and Sections of this Lease are not a part of this Lease and shall have no effect on the construction or interpretation. 28 31. 3 Time. Time is of the essence for the performance of each and every provision of this Lease.
31. 4 Successors and Assigns. Subject to the restrictions contained in Article 17 above, this Lease binds the heirs, executors, administrators, successors and assigns of the parties hereto.
31. 5 Recordation. The parties agree to record this Lease or a short form memorandum hereof pursuant to California Government Code Section 37393.
31. 6 Late Charges. Tenant acknowledges that late payment of Rent will cause Landlord to incur costs not contemplated by this Lease, the exact amount ofwhich will be extremely difficult to ascertain. Thcsc costs include, but arc not limited to, processing and accounting charges and late charges which may be imposed on Landlord by the terms of any Superior Leases and Mortgages. Accordingly, if any installment of Monthly Rent or payment of Additional Rent due from Tenant is not received by Landlord or Landlord' s designee within ten ( 10) days after the amount is due, Tenant shall pay to Landlord a late charge equal to six percent( 6%) of the overdue amount. Acceptance of late charges by Landlord shall not constitute a waiver of Tenant' s default with respect to the overdue amount, nor prevent Landlord from exercising any of the other rights and remedies granted hereunder or at law or in equity.
31. 7 Prior Agreements; Amendment, Waiver. This Lease contains all of the agreements of the parties hereto with respect to any matter covered or mentioned in this Lease, and no prior agreements or understanding pertaining to any such matters shall be effective for any purpose. No provision of this Lease may be amended or added to except by an agreement in writing signed by the panics hereto or their respective successors in interest. All waivers hereunder must be in writing and specify the breach, act, omission, term, covenantor condition waived, and acceptance of Rent or other acts or omissions by Landlord shall not be deemed to be a waiver. The waiver by Landlord of any breach, act, omission, term, covenant or condition of this Lease shall not be deemed to be a waiver of any other or subsequent breach, act, omission, term, covenant or condition.
31. 8 Inability to Perform. Landlord shall not be in default hereunder nor shall Landlord be liable to Tenant or Tenant's Affiliates for any Liabilities if Landlord is unable to fulfill any of its obligations, or is delayed in doing so, if the inability or delay is caused by reason of accidents, breakage, strike, labor troubles, acts of God, or any other cause, whether similar or dissimilar, which is beyond the reasonable control of Landlord.
31. 9 Legal Proceedings. In any action or proceeding involving or relating in any way to this Lease, the court or other person or entity having jurisdiction in such action or proceeding shall award to the party in whose favor judgment is entered the reasonable attorneys' fees and costs incurred. The party in whose favor judgment is entered may, at its election submit proof of fees and costs as an element of damages before entry ofjudgment or after entry ofjudgment in a postjudgment cost bill. Tenant also shall indemnify Landlord for, and hold Landlord harmless from and against, all Liabilities incurred by Landlord if Landlord becomes or is made a party to any proceeding or action: ( a) instituted by Tenant ( except to the extent resulting from Landlord' s breach or material default hereunder), or by any third party against Tenant, or by or against any 29 person holding any interest under or using the Premises by license of or agreement with Tenant; b) otherwise arising out of or resulting from any act or omission of Tenant or such other person; or( c) necessary to protect Landlords interest under this Lease in a bankruptcy proceeding, or other proceeding under Title 11 of the United States Code, as amended. In any circumstance where Tenant is obligated to indemnify or hold harmless Landlord or Landlords Affiliates under this Lease, Tenant also shall defend Landlord and Landlords Affiliates with counsel acceptable to Landlord or, at Landlord' s election, Landlord or Landlord' s Affiliates may employ their own counsel and Tenant shall pay when due all attorneys' fees and costs therefore.
31. 10 Conveyance of Premises. As used herein the term " Landlord" means only the current owner or owners of the fee title to the Building or the lessee under a ground lease of the Land. Upon each conveyance( whether voluntary or involuntary) of the Building. the conveying party shall be relieved of all liability under any and all of its covenants and obligations contained in or derived from this Lease or arising out of any act, occurrence or omission occurring after the date of such conveyance. Landlord may sell, assign, convey, encumber or otherwise transfer all or any portion of its interests in this Lease, the Premises, the Building or the Land.
31. E 1 Name. Tenant shall not use the name of the Building or of the development in which the Building is situated, if any, for any purpose other than as an address of the business to be conducted by Tenant in the Premises.
31. 12 Severability. Any provision of this Lease which shall be held invalid, void or illegal shall in no way affect, impair or invalidate any of the other provisions hereof and such other provisions shall remain in full force and effect.
31. 13 Cumulative Remedies. No right, remedy or election hereunder or at law or in equity shall be deemed exclusive but shall, wherever possible, be cumulative with all other rights, remedies or elections.
31. 14 Choice of Law. This Lease shall be governed by the laws of the State of California applicable to transactions to be performed wholly therein.
31. 15 Signs. Tenant shall not place any sign on the Premises or the Building or which is visible from anywhere outside ofthe Premises, without Landlord' s prior written consent. Landlord shall, at Landlord' s cost, install one exterior sign identifying Tenant' s business in the Premises above the door of the Premises ( which sign shall be subject to the Rules and Regulations for the Building and Landlord' s sign criteria). In addition, Tenant shall have the right to use up to two 2) lines in the Building directory to identify Tenant' s business. Upon the expiration or earlier termination of this Lease, Tenant shall, at Tenant' s sole cost and expense, remove all of Tenant' s signage and repair any damage to the Building caused by such removal.
31. 16 Landlord' s Consent. Whenever Landlord' s consent or approval is required hereunder, Landlord shall not unreasonably delay the granting or withholding of its consent or approval. Except where it is expressly provided that Landlord will not unreasonably withhold its consent or approval, Landlord may withhold its consent or approval arbitrarily and in its sole and absolute discretion.
30 31. 17 Presumptions. This Lease shall be construed without regard to any presumption or other rule requiring construction against the party drafting the document. It shall be construed neither for nor against Landlord or Tenant, but shall be given reasonable interpretation in accordance with the plain meaning of its terms and the intent of the parties.
31. 18 Exhibits. All exhibits and any riders annexed to this Lease including, without limitation, Exhibits" A", " B", " C", " D", " E"," F", and" G,' as applicable, are incorporated herein by this reference.
31. 19 Submission of Lease. The submission of this Lease to Tenant or its broker, agent or attorney for review or signature does not constitute an offer to Tenant to lease the Premises or grant an option to lease the Premises. This document shall not be binding unless and until it is executed and delivered by both Landlord and Tenant.
31. 20 Meaning of Terms. Whenever required by the context of this Lease, the singular shall include the plural and the plural shall include the singular, and the masculine, feminine and neuter genders shall each include the others, and the word " person" shall include corporations, partnerships or other entities.
31. 21 Notices. All notices, demands or communications required or permitted under this Lease ( the " Notices") shall be in writing and shall be personally delivered, sent by overnight courier, or sent by certified mail, return receipt requested, postage prepaid. Notices to Tenant shall be delivered to the address set forth in Article 2. Notices to Landlord shall be delivered to the address set forth in Article 2, or such other address as Landlord may specify in writing to Tenant.
Notices shall be effective upon receipt.
31. 22 Lease Guaranty. This Lease is subject to and conditioned upon Tenant' s delivery to Landlord, concurrently with Tenant' s execution and delivery of this Lease, of a Lease Guaranty in the form of and upon the terms contained in Exhibit" E" attached hereto and incorporated herein by this reference, which shall be fully executed by the Guarantor( s) specified in Article 2 and Exhibit" E.
32. ADA and CASp Disclosure Information.
32. 1 CASA Disclosure. It is acknowledged that California law requires building owners to disclose to prospective tenants any inspection reports obtained from a certified access specialist CASp") regarding compliance of the subject property with the applicable construction- related accessibility standards under state law prior to the execution of a lease agreement ( see California Civil Code Section 1938, " CASp Disclosure Requirements"). The Premises [ check applicable disclosure]
have not undergone an inspection by a CASp.
have undergone an inspection by a CASp and it was determined that the Premises met all applicable construction- related accessibility standards pursuant to California Civil Code § 55. 51 et seq.
31 have undergone an inspection by a CASp and it was determined that the Premises did not meet all applicable construction- related accessibility standards pursuant to California Civil Code § 55. 51 et seq.
32.2 Inspection Information. If an inspection was performed by a CASp and a report provided, Tenant hereby acknowledges receipt of the documents required to be delivered by Landlord in order to comply with the CASp Disclosure Requirements applicable to the Premises the " CASp Information"). Tenant acknowledges and agrees that the CASp Information is provided for the sole purpose of complying with the CASp Disclosure Requirements and shall not be deemed or construed as a representation or warranty under this Lease and may not be relied upon as a representation of current or future compliance with the applicable construction- related accessibility standards under state law. Tenant further covenants and agrees to keep the CASp Information strictly confidential and shall not disclose anything contained therein to any other parties, except( i) as necessary for Tenant to complete repairs and corrections of any violations of construction-related accessibility standards, and ( ii) with the express written consent of Landlord
32. 3 No Inspection and Statutory Notice. If no CASp inspection was done, or no disability access inspection certificate issued as described in Civil Code Section 55. 53( c), or modifications/ alterations have been performed since the date of the CASp Information, then Landlord hereby advises Tenant that the existing Premises have not undergone a CASp inspection, and except to the extent expressly set forth in this Lease, Landlord shall have no liability or responsibility to make any repairs or modifications to the Premises in order to comply with accessibility standards. The following disclosure is hereby made pursuant to applicable California law:
A Certified Access Specialist ( CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may nut prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment ofthe fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction related accessibility standards within the premises."
Tenant agrees that any CASp inspection shall be conducted in compliance with reasonable rules in effect at the Building with regard to such inspections and shall be subject to Landlord' s prior written consent.
32. 4 ADA Compliance. Landlord makes no warranty or representation as to whether or not the Premises comply with the Americans with Disabilities Act( ADA) or any similar legislation because compliance with the ADA is dependent upon Tenant' s specific use ofthe Premises. In the event that Tenant' s use of the Premises requires modifications or additions to the Premises in order to be in ADA compliance, Tenant agrees to make any such necessary modifications and/ or additions at Tenant' s sole expense subject to ail approval and other requirements for improvements, including without limitation, Alterations, as set forth in this Lease. 32 33. Acknowledgement, Release and Waiver
TENANT HEREBY ACKNOWLEDGES that the subject Premises located at 121 W.
Torrance Blvd., Suite 201 Redondo Beach, California 90277 is subject to pending lawsuits Pending Lawsuits") filed against the City that may invalidate or modify this Lease without advance notice. If the lease is invalidated or modified as the result of the Pending Lawsuits, Tenant shall not be entitled to seek damages, equitable relief, or any other type of relief from the City. Notwithstanding the above, Tenant agrees to enter into this Lease.
TENANT HEREBY RELEASES, WAIVES, DISCHARGES AND CONVENANTS NOT TO SUE the City of Redondo Beach, its officials, employees and agents with regard to any and all liability or potential liability to Tenant, its owners, directors, officers, employees, agents, assigns, heirs, and next of kin for any loss or damage, and any claims or demands of any kind resulting from the Pending Lawsuits or any impact or potential impact the lawsuits may have on Tenant or this Lease.
TENANT FURTHER EXPRESSLY AGREES THAT THE FOREGOING
ACKNOWLEDGEMENT, RELEASE and WAIVER is intended to be as broad and inclusive as is permitted by the law of the State of California and that if any portion thereof is held invalid, it is agreed that the remaining terms shall, notwithstanding, continue in full legal force and effect.
33 IN WITNESS WHEREOF, the parties hereto have executed this Lease in Redondo Beach, California, as of this 6th day of April, 2021.
LANDLORD TENANT
CITY OF REDONDO BEACH FIRSTSTEPS FOR KIDS, INC.
17 /_ _ See Attached
By: Notarial Certificate
William C. Brand Name: _
Mayor Title: i '
ATTESTT: APPROVED:
Eleanor Manzano Diane Strick' den, Risk Manager
City Clerk
APPROVED AS TO FORM:
71,1;21" 2 c. 41
Michael W. Webb
City Attorney
34 CALIFORNIA ALL-PURPOSE
CERTIFICATE OF ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
State of California
County of Los Angeles
yo _
On V t C before me, Jennifer Jaye Fraser, Notary Public 1 Here ii: en name and title of thethofficer)
personally appeared U
who proved to me on the basis of satisfactory evidence to be the persons whose name a•. - subscribed to the within instrument and acknowledged to me that ia..-- -- executed the same in is her/ thcir authorized capacity(ies), and that by 'fyffi. - / their signature(s) on the instrument the person( s), or the entity upon behalf of which the persons) acted, executed the instrument.
1 certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
ti NRi! EN ER JAYE FA El
WIT SS my hand and official seal. s COMM. 0 2301700
Notary
y J o ANGELES cool Pv
4 1rHY PL I+ 1. G
Not - Selo of COMM; S5; ON EA n rS -
Signature() IN tory Public li ScFI PB.. R 1', 2023
C
ADDITIONAL OPTIONAL INFORMATION
INSTRUCTIONS FOR COMPLETING THIS FORM
My acknowledgment completed in California must contain verbiage exactly as DESCRIPTION OF THE ATTACHED DOCUMENT appears above in the notary section or a separate acknowledgment form must be Ns. properly completed and attached toi document. The only exception rs if a C document is to be rtsideoCalifornia. In such instances, any alternative acknowledgment verbiagebeprimIednsuch document long as the fin descrip on of attached doumeno
verbiage dnot requirenotary l
JsomethingIh I notary in
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Print the name( s) of document signers) who personally appear at the time of notarization.
CAPACITY CLAIMED BY THE SIGNER Indicate the correct singular or plural forms by crossing off incorrect ninth li.e. he/ h / they- s/ the) or circling the correctf Failure to ectly indicatthis Individual( s) inlbrmation maylad to rejection ofl I recording. r Thetry seal impression must he clearand photographically reproducible.
Impression must not text If seal impressionsmudges, re- seal if a Ti
sufficient permits, otherwpit different acknowledgmentf m.
Partner( s)
Signature of thenotary publicmust match the signature Ie with the office of the county clerk.
Attorney- in- Fact Additional information is not required hut could help to ensure this S Trustee( s)
acknowledgment is not misused or attached to a different document.
Indicate title or type of attached document, number of pages and date.
LI Other Indicate the capacity claimed by the signer. If the claimed capacity is a corporate officer, indicate the title( i. e. CEO, CFO, Secretary).
Securely attach this document to the signed document
REVISED 2015- www.queenbeenotary. com 3108773M°
ACKNOWLEDGMENT
A notary public or other officer completing this
certificate verifies only the identity of the individual who signed the document to which this certificate is
attached, and not the truthfulness, accuracy, or
validity of that document.
State of California Los Angeles
County of
Onji). 20 207_/ before me, Vickie Kroneberger, Notary Public insert name and title of the officer)
personally appeared Pur/ 10A49 6. 5R41/ LA
who proved to me on the basis of satisfactory evidence to be the person(t)whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/ herUJdeir authorized capacity(ieS), and that by his# ierkheir signature( a5 on the instrument the. person(4, or the entity upon behalf of which the persons) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
WITNESS my hand and official seal.
eee.. VICKI¢ KRONCgrROER
biT,v Notary Public• California
lto La,Angeles County I
61.` ry r Commission Y 2330166
p 4 toiot- My Comm. Expires Jul 132011/
Signature -2,447,t- y'
Seal)
EXHIBIT " A"
LEGAL DESCRIPTION/PREMISES FLOOR PLAN
Floor Plan
109 W. Torrance Blvd. Suite # 101 &
102b Redondo Beach. CA 90277
Suite# 101 1, 440 square feet
Suite# 102h 853 square feet
Total: 2,29.3 square feet
Office
Office
Office
Kitchen
Office
Office
i
Upstairs Entry
Office
Office Office
Floor Plan
105 W. Torrance Blvd. Suite 11200
Redondo Beach, CA 90277
2, 978 square feet
v
East
Office 4
Manan
Closet
02 1B1
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EXHIBIT " B"
LEASE CONFIRMATION
TO: Tenant
DATED: April 6, 2021
Re: Office Lease ( the " Lease") dated April 6, 2021 by and between CITY OF REDONDO BEACH, a Chartered Municipal Corporation as Landlord, and FIRSTSTEP FOR KIDS, INC., a California corporation (" Tenant") as Tenant, for those premises generally referred to as 109 W. Torrance Blvd., Suite 101 Redondo Beach, California 90277 consisting of approximately 1, 440 rentable square feet; 109 W. Torrance Blvd., Suite 102b Redondo Beach, California 90277 consisting of approximately 853 rentable square feet; and 105 W. Torrance Blvd., Suite 200 Redondo Beach, California 90277 consisting of approximately 2, 978 rentable square feet for a total of 5, 271 square feet.
Please acknowledge that the Lease Execution Date by Landlord of the Lease is April 6, 2021, arbject to Landlord' s early termination right.
Very truly yours,
Agent for" Landlord"
Tenant hereby confirms the information set forth above, and further acknowledges that Landlord has fulfilled its obligations under the above-referenced Lease.
By:/ j ! r'iL 7 S
Title: Cd See AttachedTale:
Notarial Certificate
36 CALIFORNIA ALL-PURPOSE
CERTIFICATE OF ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
State of California
County , LosAngeles
On(1\9`k"1 22215'21T5before me, Jennifer Jaye Fraser, Notary Public l
Here ince name andlltle of the officer)
personally appeared S• S
who proved to me on the basis of satisfactory evidence to be the person(s) whose name ( b4 • - subscribed to the within instrument and acknowledged to me that is. - - executed the same in 3 .- .-. authorized capacity(ies} and that bye'' - signature($ on the instrument the person( s$, or the entity upon behalf of which the person(s) acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
F= JNI- CN Yf--=- r
COMM t 9 50 / 00
ITNESS my hand and I seal. 5, - o N
C l •, •••••
COUNTY
r
iu t pi iii: Ir
r r
Ifs
C-- Notary Seal)
1 I 1 10 t3 l
Signa reef No ry
ADDITIONAL OPTIONAL INFORMATION
INSTRUCTIONS FOR COMPLETING THIS FORM
Any acknowledgment completed in California must contain verbiage exactly as DESCRIPTION OF TH ATTACHED DOCUMENT appears above the notary section separate acknowledgment form . st he t— 0( V\ TMt-CeVA
properly completed and attached to that document. Theonly exceptionif a document is to he recorded outside f California. Ih instances. any alternative Title or description of attached document)
verbiage
acknowledgment ti g nay bep td ns h document s long as the verbiage does not require the notary to do something that is illegal for a notary in California ( i.e. certifying the authorized capacity of the signer). Please check the document carefully for proper notarial wording and attach this form ifrequired_ Title or description of attached document continued)
C,
Stam and County information must he the State and County where the document Number PagessC Document Dale signers) personally appeared before the notary public for acknowledgment. b Date of notarization must be the date that the signer(s) personally appeared which must also he the same date the acknowledgment is completed.
Additional infnmtation) The notary public must print his or her name as it appears within his or her commission followed by a comma and then your title( notary public).
Print the name( s) of document signer( s) who personally appear at the time of notarization.
CAPACITY CLAIMED BY THE SIGNER Indicate the correct singular or plural forms by crossing off incorrect forms( i. e. heishermey. is/ are) or circling the correct forms. Failure to correctly indicate This Individual( s) information may lead mrejection of document recording. orate O fileC.f Thenotary l impression must be clearand photographicallyreproducible.
Zs its
Impression must not rte t lines. If. impressionsmudges, re- seal if a Title) `
t"\ sufficient area permits, otherwise complete a different acknowledgment form.
Partner( s)
Signature of the notary public must match diesignatureon tile with the office of the county clerk.
Attorney- in- Fact Additional information is not required but could help to ensure this Trustee( s)
acknowledgment is not misused or attached to a different document.
Indicate title or of attached document. number of pages and date.
Other Indicate the capacity claimed by the signer. If the claimed capacity is a corporate officer, indicate the title( i. e. CEO. CFO. Secretary).
Securely attach this document to the signed document
REVISED 2015- www.queenbeenotary. com 310%77. 3800
EXHIBIT " C"
RULES AND REGULATIONS
1. The sidewalks, halls, passages, exits, entrances, elevators, escalators and stairways of the Building shall not he obstructed by any of the tenants or used by them for any purpose other than for ingress to and egress from their respective premises. The halls, passages, exits, entrances, elevators, escalators and stairways arc not for the general public and Landlord shall in all cases retain the right to control and prevent access thereto ofall persons whose presence in the judgment of Landlord would be prejudicial to the safety, character, reputation and interests of the Building and its tenants, provided that nothing herein contained shall be construed to prevent such access to persons with whom any tenant normally deals in the ordinary course of its business, unless such persons are engaged in illegal activities. No tenant and no agent, employee, contractor, invitee or licensee of any tenant shall go upon the roof of the Building. Landlord shall have the right at any time, without the same constituting an actual or constructive eviction and without incurring any liability to any tenant therefore, to change the arrangement or location of entrances or passageways, doors or doorways, corridors, elevators, stairs, toilets and other common areas of the Building.
2. No sign, placard, picture, name, advertisement or notice visible from the exterior of any tenant' s premises shall be inscribed, painted, affixed or otherwise displayed by any tenant on any part of the Building without the prior written consent of Landlord except that Tenant shall have the right, at its sole cost, to place its name on the door of the Premises. Landlord will adopt and furnish to tenants general guidelines relating to signs inside the Building. Tenants shall conform to such guidelines. All approved signs or lettering on doors shall be printed, painted, affixed or inscribed at the expense of any such tenant by a person approved by Landlord. Material visible from outside the Building will not be permitted.
3. The premises shall not be used for lodging. No cooking shall be done or permitted on the premises except that private use by any tenant of Underwriters' Laboratory approved equipment for brewing coffee, tea, hot chocolate and similar beverages, for preparation of meals by employees of any such tenant in a manner customary for an employee lounge or lunchroom, and for catering to serve food in connection with meetings or receptions will be permitted, provided that such use is in accordance with all applicable federal, state and municipal laws, codes, ordinances, rules and regulations.
4. No tenant shall employ any person or persons other than the janitor of Landlord for the purpose of cleaning its premises unless otherwise agreed to by Landlord in writing. Except with the written consent of Landlord, no person or persons other than those approved by Landlord shall be permitted to enter the Building for the purpose of cleaning the same. No tenant shall cause any unnecessary labor by reason of such tenant' s carelessness or indifference in the preservation of good order and cleanliness. Landlord shall not be responsible to any tenant for any loss of property on the premises, however occurring, or for any damage done to the effects of any tenant by the janitor or any other employee or any other person. Tenant shall pay to Landlord the cost of removal of any of tenant' s refuse and rubbish, to the extent that the same exceeds the refuse and rubbish 37 usually attendant upon the use of tenant' s premises as offices. Janitor service will not be furnished on nights when rooms are occupied after 9: 00 P. M. unless, by agreement in writing, service is extended to a later hour for specifically designated rooms.
5. Landlord will furnish each tenant without charge with two ( 2) keys to each door lock provided in the premises by Landlord. Landlord may make a reasonable charge for any additional keys. No tenant shall have any such keys copied or any keys made. No tenant shall alter any lock or install a new or additional lock or any bolt on any door of its premises. Each tenant, upon the termination of its lease, shall deliver to Landlord all keys to doors in the Building.
6. Landlord shall designate appropriate entrances and a freight elevator for deliveries or other movement to or from the premises of equipment, materials, supplies, furniture or other property, and tenants shall not use any other entrances or elevators for such purposes. The freight elevator shall be available for use by all tenants in the Building subject to such reasonable scheduling as Landlord in its discretion shall deem appropriate. All persons employed and means or methods used to move equipment, materials, supplies, furniture or other property in or out of the Building must be approved by Landlord prior to any such movement. Landlord shall have the right to prescribe the maximum weight, size and position of all equipment, materials, furniture or other property brought into the Building. Heavy objects shall, if considered necessary by Landlord, stand on a platform of such thickness as is necessary properly to distribute the weight. Landlord will not be responsible for loss of or damage to any such property from any cause, and all damage done to the Building by moving or maintaining such property shall be repaired at the expense of tenants.
7. No tenant shall use or keep in the premises or the Building any kerosene, gasoline or inflammable or combustible fluid or material other than limited quantities thereof reasonably necessary for the operation or maintenance of office equipment. No tenant shall use any method of heating or air conditioning other than that supplied by Landlord. No tenant shall use or keep or permit to be used or kept any foul or noxious gas or substance in the premises, or permit or suffer the premises to be occupied or used in a manner offensive or objectionable to Landlord or other occupants of the Building by reason of noise, odors or vibrations, or interfere in any way with other tenants or those having business in the Building, nor shall any animals or birds be brought or kept in the premises or the Building. All materials stored in the Premises by Tenant shall be stored in compliance with all applicable laws and shall not exceed the maximum floor load for the Premises as reasonably determined by Landlord.
8. Landlord shall have the right, exercisable without notice and without liability to any tenant, to change the name or street address of the Building.
9. Except as expressly set forth in the Lease, Landlord establishes the hours of 8 A. M. to 6 P. M. Monday through Friday, and Saturday 9: 00 A. M. to 1: 00 P. M., except legal holidays, as reasonable and usual business hours. If during any other hours or any other days, tenant desires to have any services or utilities supplied to tenant, and if Landlord is able to provide the same, tenant shall pay Landlord such charge as Landlord shall establish from time to time for providing such services or utilities during such hours. Any such charges which such tenant is obligated to pay shall be deemed to be Additional Rent under such tenant' s lease. 38 10. The Building' s air conditioning system achieves maximum cooling when the drapes and windows arc closed. Landlord shall not be responsible for the room temperature if tenant does not keep all drapes and windows in the premises closed whenever the system is in operation. Tenant agrees to cooperate fully at all times with Landlord and to abide by all regulations and requirements which Landlord may prescribe for the proper functioning and protection of said air conditioning system. Tenant agrees not to connect any apparatus device, conduit or pipe to the Building chilled and hot water conditioning supply lines. Tenant further agrees that neither tenant nor its servants, employees, agents, visitors, licensees or contractors shall at any time enter mechanical installations or facilities of the Building or adjust, tamper with, touch or otherwise in any manner affect said installations or facilities.
11. Electric current is furnished as required by the Building standard office lighting and fractional horsepower office business machines in the amount of approximately four( 4) watts per square foot. The tenant agrees, should its electrical installation or electrical consumption be in excess of the aforesaid quantity or extend beyond normal business hours, to reimburse Landlord monthly for the measured consumption under the terms, classifications and rates charged to similar consumers by said public utilities serving in the neighborhood in which the Building is located. If a separate meter is not installed at tenant' s cost, such excess cost will be established by an estimate agreed upon by Landlord and tenant, and if the parties fail to agree, as established by an independent licensed engineer. Tenant agrees not to use any apparatus or device in, or upon, or about the premises which will in any way increase the amount of such services usually furnished or supplied to said premises, and tenant further agrees not to connect any apparatus or device or wires, conduits or pipes, or other means by which such services arc supplied, for the purpose of using additional or unusual amounts of such services without written consent of Landlord. Should tenant use the same to excess, the refusal on the part of tenant to pay, upon demand of Landlord. the amount established by Landlord for such excess charge shall constitute a breach of the obligation to pay Rent current under tenant' s lease and shall entitle Landlord to the rights therein granted for such breach. At all times tenant's use of electric current shall never exceed the capacity of the feeders to the Building or the risers or wiring installation.
12. Water will be available in public areas for drinking and lavatory purposes only, but if tenant requests, uses or consumes water for any purpose in addition to ordinary drinking and lavatory purposes, of which fact tenant constitutes Landlord to be the sole judge, Landlord may install a water meter and thereby measure tenant' s water consumption for all purposes. Tenant shall pay Landlord for the cost of the meter and the cost of the installation thereof and throughout the duration of tenant' s occupancy, tenant shall keep said meter installation equipment in good working order and repair at tenant' s own cost and expense, in default of which Landlord may cause such meter and equipment to be replaced or repaired and collect the cost thereof from tenant.
Tenant agrees to pay for water consumed, as shown on said meter, as and when bills are rendered, and on default in making such payment, Landlord may pay such charges and collect the same from tenant. Any such costs or expenses incurred, or payments made by Landlord for any of the reasons or purposes hereinabove stated shall be deemed to be Additional Rent, payable by tenant, and collectible by Landlord as such.
13. Landlord reserves the right to stop service of the elevator, plumbing, ventilating, air conditioning and electric systems, when necessary, by reason of accident or emergency or for 39 repairs, alterations or improvements, in the judgment of Landlord desirable or necessary to be made, until said repairs, alterations or improvements shall have been completed, and shall further have no responsibility or liability for failure to support elevator facilities, plumbing, ventilating, air conditioning or electric service, when prevented from doing so by strike or accident or by any cause beyond Landlord' s reasonable control or by laws, rules, orders, ordinances, directions, regulations or requirements of any federal, state, county or municipal authority or failure of gas, oil or other suitable fuel supplied or inability by exercise of reasonable diligence to obtain gas, oil or other suitable fuel. It is expressly understood and agreed that any covenants on Landlord's part to furnish any service pursuant to any ofthe terms, covenants, conditions, provisions or agreements of tenant' s lease or to perform any act or thing for the benefit of tenant, shall not be deemed breached if Landlord is unable to furnish or perform the same by virtue of a strike or labor trouble or any other cause whatsoever beyond Landlord's control.
14. Landlord reserves the right to exclude from the Building between the hours of 6 P.M. and 8 A.M. Monday through Friday and at all hours on Saturdays, Sundays and legal holidays all persons who do not present identification acceptable to Landlord. Each tenant shall provide Landlord with a list of all persons authorized by such tenant to enter its premises and shall be liable to Landlord for all acts of such persons. Landlord shall in no case be liable for damages for any error with regard to the admission to or exclusion from the Building of any person. In the case of invasion, mob, riot, public excitement or other circumstances rendering such action advisable in Landlord' s opinion, Landlord reserves the right to prevent access to the Building during the continuance of the same by such action as Landlord may deem appropriate, including closing doors.
15. The directory of the Building will be provided for the display of the name and location of tenants and the principal officers and employees of tenants ( not to exceed two ( 2) names per one thousand ( 1, 000) rentable feet in the Premises) at the expense of such tenant. Periodic revisions and updating shall be provided by Landlord without charge.
16. No curtains, draperies, blinds, shutters, shades, screens or other coverings, hangings or decorations shall be attached to, hung or placed in, or used in connection with any window of the Building without the prior written consent of Landlord. In any event, with the prior written consent of Landlord, such items shall be installed on the office side of Landlord's standard window covering and shall in no way be visible from the exterior of the Building. Tenants shall keep window coverings closed when the effect of sunlight ( or the lack thereof) would impose unnecessary loads on the Building' s heating or air conditioning system.
17. No tenant shall obtain for use in the premises ice, drinking water, food, beverage, towel or other similar services, except at such reasonable hours and under such reasonable regulations as may be established by Landlord.
18. Each tenant shall ensure that the doors of its premises are closed and locked and that all water faucets, water apparatus and utilities are shut off before such tenant or such tenant' s employees leave the premises so as to prevent waste or damage, and for any default or carelessness in this regard, such tenant shall compensate for all injuries sustained by other tenants or occupants 40 of the Building or Landlord. On multiple-tenancy floors, all tenants shall keep the doors to the Building corridors closed at all times except for ingress and egress.
19. The toilet rooms, toilets, urinals, wash bowls and other apparatus shall not be used for any purpose other than that for which they were constructed, no foreign substance of any kind whatsoever shall be thrown therein, and the expense of any breakage, stoppage or damage resulting from the violation of this rule shall be paid by the tenant who, or whose agent, employee, contractor, invitee or licensee, caused it.
20. Except with the prior written consent of Landlord, no tenant shall sell at retail newspapers, magazines, periodicals, theater or travel tickets or any other goods or merchandise to the general public in or on the premises, nor shall any tenant carry on or permit or allow any employee or other person to carry on the business of stenography, typewriting, printing or photocopying or any similar business in or from the premises for the service or accommodation of occupants of any other portion of the Building, nor shall the premises of any tenant be used for manufacturing of any kind, or any business activity other than that specifically provided for in the tenant' s lease.
21. No tenant shall install any radio or television antenna, loudspeaker, or other device on the roof or exterior walls of the Building. No television or radio or recorder shall be played in such a manner as to cause a nuisance to any other tenant.
22. There shall not be used in any space, or in the public halls of the Building, either by any tenant or others, any hand trucks except those equipped with rubber tires and side guards or such other material handling equipment as Landlord approves. No other vehicles of any kind shall be brought by any tenant into the Building or kept in or about its premises.
23. Each tenant shall store all its trash and garbage within its premises. No material shall be placed in the trash boxes or receptacles if such material is of such nature that it may not be disposed of in the ordinary and customary manner of removing and disposing of office building trash and garbage in the vicinity of the Building, without being in violation of any law or ordinance governing such disposal. All garbage and refuse disposal shall be made only through entryways and elevators provided for such purposes and at such times as Landlord shall designate.
24. Canvassing, soliciting, distribution of handbills or any other written material and peddling in the Building are prohibited, and each tenant shall cooperate to prevent the same.
25. The requirements of tenants will be attended to only upon application in writing at the office of the Building. Employees of Landlord shall not perform any work or do anything outside of their regular duties unless under special instructions from Landlord.
26. Landlord may waive any one or more of these Rules and Regulations for the benefit of any particular tenant or tenants, but no such waiver by Landlord shall be construed as a waiver of such Rules and Regulations in favor of any other tenant or tenants, nor prevent Landlord from thereafter enforcing any such Rules and Regulations against any or all of the tenants of the Building. 41 27. These Rules and Regulations arc in addition to, and shall not be construed to in any way modify or amend, in whole or in part, the agreements, covenants, conditions and provisions of any lease of premises in the Building.
28. Landlord reserves the right to make such other rules and regulations as in its judgment may from time to time be needed for the safety, care and cleanliness of the Building and for the preservation of good order therein.
29. All construction projects and tenant improvement work must conform to the General Construction and Building Rules.
30. Tenant agrees that all employees will park on the lower levels of hc parking structure and that the surface level parking spaces are to be reserved for customers and service providers. 42 EXHIBIT " D"
PARKING FEE SCHEDULE
Public parking rates arc set by Landlord and are subject to change from time to time.
The current parking rates are as follows:
DAILY RATE
Summer( May I — September 30):
52. 00 each hour
1. 00 for the first hour weekdays 8am to 6pm
Winter( October 1 — April 30):
1. 50 each hour
1. 00 for the first hour weekdays 8am to 6pm
HOLIDAYS AND SPECIAL EVENTS
July 4` h: Flat fee of 530 payable upon entry
PARKING FOR THE DISABLED
Free with approved placards or license plates.
PIER/BOARDWALK EMPLOYEE MONTHLY AND YEARLY PASSES
Passes arc to be purchased by business owners/ managers to satisfy employment verification; parking spaces are occupied on a first-come, first-served basis; passes do not guarantee a parking space.
Annual Employee Passes( January I — December 31):
a. Full- Access Annual Pass— 7 days/ week in Pier Parking Structure or Plaza Parking Structure: 5280.00. ( Purchases after January 31 will be prorated at the rate of$35/ month times the number of months remaining in the year.)
b. Limited Access Annual Pass - 7 days/ week in the Plaza Parking Structure, also allowed in Pier Parking Structure on non- holiday weekdays: $ 120. 00( Purchases after January 31 will be prorated at the rate of$ 10/ month times the number of months remaining in the year.)
Summer Season Employee Passes( May I — September 301:
a. Full-Access Summer Pass- 7 days/ week in Pier Parking Structure or Plaza Parking Structure: $ 120. 00 ( Purchases after May 31 will be prorated at the rate of$ 35/ month times the number of months remaining in the summer.)
b. Limited Access Summer Pass- 7 days/ week in the Plaza Parking Structure, also allowed in Pier Parking Structure on non- holiday weekdays: $ 50.00( Purchases after May 31 will be prorated at the rate of S10/ month times the number of months remaining in the summer season.)
43 EXHIBIT" E"
LEASE GUARANTY
THIS LEASE GUARANTY (" Guaranty") is made by N/ A (referred to as Guarantor"), in favor of the CITY OF REDONDO BEACH, a Chartered Municipal Corporation Landlord"), in connection with that certain lease dated as of April 6, 2021 ( the" Lease") pursuant to which Landlord is to lease to FIRSTSTEPS FOR KIDS, INC. ("Tenant") those premises generally referred to as 109 W. Torrance Blvd., Suites 101 and 1026, Redondo Beach, CA 90277 and 105 W. Torrance Blvd., Suite 200, Redondo Beach, CA 90277 ( the Premises").
A. Landlord requires this Guaranty as a condition to its execution of the Lease and the performance of the obligations to be performed under the Lease by Landlord.
B. Guarantor has agreed to provide this Guaranty to induce Landlord to enter into the Lease with Tenant and perform its obligations under the Lease.
In consideration of Landlord' s agreement to execute the Lease and for other good and valuable consideration, the receipt and sufficiency of which arc hereby acknowledged, Guarantor does hereby agree with Landlord as follows:
I. The Lease is hereby incorporated into and made a part of this Guaranty by this reference.
2. Guarantor hereby unconditionally guarantees, as a primary obligor and not as a surety, without deduction by reason of setoff, defense or counterclaim, the full and punctual payment of all sums of rent and other amounts payable under the Lease and the full and punctual performance of all terms, covenants and conditions in the Lease to be kept, performed and/ or observed by Tenant. Guarantor' s obligations under this Guaranty arc continuing and unconditional.
3. Guarantor hereby agrees that, without the consent of or notice to Guarantor and without affecting any of the obligations of Guarantor hereunder: ( a) the Lease may be extended and any other term, covenant or condition of the Lease may be amended, compromised, released or otherwise altered by Landlord and Tenant, and Guarantor does guarantee and promise to perform all the obligations of Tenant under the Lease as so extended, amended, compromised, released or altered; ( b) any guarantor of or party to the Lease may be released, substituted or added; ( c) any right or remedy under the Lease may be exercised, not exercised, impaired, modified, limited, destroyed, or suspended; ( d) Landlord or any other person may deal in any manner with Tenant, any guarantor, any party to the Lease or any other person; ( e) Landlord may permit Tenant to holdover the Premises beyond the Lease Term; and ( f) all or any part of the Premises or of Tenant's rights or liabilities under the Lease may be sublet, assigned or assumed. Without in any way limiting the foregoing, Guarantor agrees not to unreasonably withhold its consent to any sublease, assignment of the Lease or other modification of the Lease which is agreed to by Landlord and Tenant.
4. Guarantor hereby waives and agrees not to assert or take advantage of: ( a) any right to require Landlord to proceed against Tenant, or any other guarantor or person or to pursue any other security or remedy before proceeding against Guarantor; ( b) any defense based on the 44 genuineness, validity, regularity or enforceability of the Lease; ( e) any right or defense that may arise by reason of the incapacity, lack of authority, death or disability of Tenant or any other person; and( d) any right or defense arising by reason of the absence, impairment, modification, limitation, destruction or cessation( in bankruptcy, by an election of remedies, or otherwise) of the liability of Tenant, of the subrogation rights of Guarantor or of the right of Guarantor to proceed against Tenant for reimbursement. Without limiting the generality of the foregoing, Guarantor hereby waives any and all benefits of the provisions of Sections 2809, 2810 and 2845 of the California Civil Code and any similar or analogous statutes of California or any other jurisdiction.
5. Guarantor hereby waives and agrees not to assert or take advantage of( a) any right or defense based on the absence of any or all presentments, demands( including demands for performance), notices( including notices of any adverse change in the financial status of Tenant, notices of any other facts which increase the risk to Guarantor, notices of non-performance and notices of acceptance of this Guaranty) and protests of each and every kind; (b) the defense of any statute of limitations in any action under or related to this Guaranty or the Lease; ( c) any right or defense based on a lack of diligence or failure or delay by Landlord in enforcing its rights under this Guaranty or the Lease.
6. Guarantor hereby waives and agrees not to assert or take advantage of any right to( a) exoneration if Landlord' s actions shall impair any security or collateral of Guarantor; ( b) any security or collateral held by Landlord; ( c) require Landlord to proceed against or exhaust any security or collateral before proceeding against Guarantor; (d) require Landlord to pursue any right or remedy for the benefit of Guarantor. Without limiting the generality of the foregoing, Guarantor hereby waives any and all benefits of the provisions of Sections 2819, 2849 and 2850 of the California Civil Code and any similar or analogous statutes of California or any other jurisdiction.
7. Guarantor shall not, without the prior written consent of Landlord, commence, or join with any other person in commencing, any bankruptcy, reorganization or insolvency proceeding against Tenant. Guarantor' s obligations under this Guaranty shall in no way be affected by any bankruptcy, reorganization or insolvency of Tenant or any successor or assignee of Tenant or by any disaffirmance or abandonment of the Lease or any payment under this Guaranty by a trustee of Tenant in any bankruptcy proceeding including, without limitation, any impairment, limitation, or modification of the liability of Tenant or the estate of Tenant in bankruptcy, or of any remedy for the enforcement of Tenant' s liability under the Lease resulting from the operation of any present or future provision of any federal or state bankruptcy or insolvency law or other statute or from the decision of any court. Guarantor shall file in any bankruptcy or other proceeding in which the filing of claims is required or permitted by law all claims which Guarantor may have against Tenant relating to any indebtedness of Tenant to Guarantor and will assign to Landlord all rights of Guarantor thereunder. Landlord shall have the sole right to acceptor reject any plan proposed in such proceeding and to take any other action which a party filing a claim is entitled to do. In all such cases, whether in administration, bankruptcy or otherwise, the person or persons authorized to pay such claim shall pay to Landlord the amount payable on such claim and, to the full extent necessary for that purpose, Guarantor hereby assigns to Landlord all of Guarantor's rights to any such payments or distributions to which Guarantor would otherwise be entitled; provided, however, that Guarantor' s obligations hereunder shall not be satisfied except to the extent that Landlord receives cash by reason of any 45 such payment or distribution. If Landlord receives anything hereunder other than cash, the same shall be held as collateral for amounts due under this Guaranty.
8. Until all the Tenant' s obligations under the Lease are fully performed, Guarantor: ( a) shall have no right of subrogation or reimbursement against the Tenant by reason of any payments or acts of performance by Guarantor under this Guaranty; ( b) subordinates any liability or indebtedness of the Tenant now or hereafter held by Guarantor to the obligations of the Tenant under, arising out of or related to the Lease or Tenant' s use of the Premises; and( c) acknowledges that the actions of Landlord may affect or eliminate any rights of subrogation or reimbursement of Guarantor as against Tenant without any liability or recourse against Landlord.
Without limiting the generality of the foregoing, Guarantor hereby waives any and all benefits of the provisions of Section 2848 of the California Civil Code and any similar or analogous statutes of California or any other jurisdiction.
9. Prior to the execution of this Guaranty and at any time during the Term of the Lease upon ten 10) days prior written notice from Landlord, Guarantor agrees to provide Landlord with a current financial statement for Guarantor and financial statements for Guarantor for the two( 2) years prior to the current financial statement year to the extent not previously delivered to Landlord. Guarantor' s financial statements arc to be prepared in accordance with generally accepted accounting principles and, if such is the normal practice of Guarantor, audited by an independent certified public accountant. Guarantor represents and warrants that all such financial statements shall be true and correct statements of Guarantor' s financial condition.
10. The liability of Guarantor and all rights, powers and remedies of Landlord hereunder and under any other agreement now or at any time hereafter in force between Landlord and Guarantor relating to the Lease shall be cumulative and not alternative and such rights, powers and remedies shall be in addition to all rights, powers and remedies given to Landlord by law.
11. This Guaranty applies to, inures to the benefit of and binds all parties hereto, their heirs, devisees, legatees, executors, administrators, representatives, successors and assigns. This Guaranty may be assigned by Landlord voluntarily or by operation of law.
12. This Guaranty shall constitute the entire agreement between Guarantor and the Landlord with respect to the subject matter hereof. No provision of this Guaranty or right of Landlord hereunder may be waived nor may any guarantor be released from any obligation hereunder except by a writing duly executed by an authorized officer, director or trustee of Landlord. The waiver or failure to enforce any provision of this Guaranty shall not operate as a waiver of any other breach of such provision or any other provisions hereof. No course of dealing between Landlord and Tenant shall alter or affect the enforceability of this Guaranty or Guarantor' s obligations hereunder.
13. Guarantor hereby agrees to indemnify, protect, defend and hold Landlord and Landlord' s Affiliates harmless from and against, all losses, costs and expenses including, without limitation, all interest, default interest, post- petition bankruptcy interest and other post- petition obligations, late charges, court costs and attorneys' fees, which may be suffered or incurred by Landlord in enforcing or compromising any rights under this Guaranty or in enforcing or compromising the performance of Tenant' s obligations under the Lease.
46 14. The term " Landlord" whenever hereinabove used refers to and means the Landlord in the foregoing Lease specifically named and also any assignee of said Landlord, whether by outright assignment or by assignment for security, and also any successor to the interest of said Landlord or of any assignee of such Lease or any part thereof, whether by assignment or otherwise. The term " Tenant" whenever hereinabove used refers to and means the Tenant in the foregoing Lease specifically named and also any Transferee of said Lease and also any successor to the interests of said Tenant, assignee or sublessee of such Lease or any part thereof, whether by assignment, sublease or otherwise including, without limitation, any trustee in bankruptcy and any bankruptcy estate of Tenant, Tenant' s assignee or sublessee.
15. If any or all Guarantors shall become bankrupt or insolvent, or any application shall be made to have any or all Guarantors declared bankrupt or insolvent, or any or all Guarantors shall make an assignment for the benefit of creditors, or any or all Guarantors shall enter into a proceeding for the dissolution of marriage, or in the event of death of any or all Guarantors, notice of such occurrence or event shall be promptly furnished to Landlord by such Guarantor or such Guarantor' s fiduciary. This Guarantee shall extend to and be binding upon each Guarantor' s successors and assigns, including, but not limited to, trustees in bankruptcy and Guarantor' s estate.
16. Any notice, request, demand, instruction or other communication to be given to any party hereunder shall be in writing and sent by registered or certified mail, return receipt requested in accordance with the notice provisions of the Lease. The Tenant shall be deemed Guarantor' s agent for service of process and notice to Guarantor delivered to the Tenant at the address set forth in the Lease shall constitute proper notice to Guarantor for all purposes. Notices to Landlord shall be delivered to Landlord' s address set forth in the Lease. Landlord, at its election, may provide an additional notice to Guarantor at the address provided under Guarantor' s signature below.
17. If either party hereto participates in an action against the other party arising out of or in connection with this Guaranty, the prevailing party shall be entitled to have and recover from the other party reasonable attorneys' fees, collection costs and other costs incurred in and in preparation for the action. Guarantor hereby waives any right to trial by jury and further waives and agrees not to assert or take advantage of any defense based on any claim that any arbitration decision binding upon Landlord and Tenant is not binding upon Guarantor.
18. Guarantor agrees that all questions with respect to this Guaranty shall be governed by, and decided in accordance with, the laws of the State of California.
19. Should any one or more provisions of this Guaranty be determined to be illegal or unenforceable, all other provisions shall nevertheless be effective.
20. Time is strictly of the essence under this Guaranty and any amendment, modification or revision hereof.
21. If more than one person signs this Guaranty, each such person shall be deemed a guarantor and the obligation of all such guarantors shall be joint and several. When the context and construction so requires, all words used in the singular herein shall be deemed to have been used in the plural. The word" person" as used herein shall include an individual, company, firm, association, partnership, corporation, trust or other legal entity of any kind whatsoever. 47 22. If Guarantor is a corporation, cach individual executing this Guaranty on behalf of said corporation represents and warrants that he is duly authorized to execute and deliver this Guaranty on behalf of said corporation, in accordance with a duly adopted resolution of the Board of Directors of said corporation or in accordance with the bylaws of said corporate. , and that this Guaranty is binding upon said corporation in accordance with its terms. If Gu. antor is a corporation, Landlord, at its option, may require Guarantor to concurrently, with th. execution of this Guaranty, deliver to Landlord a certified copy of a resolution of the Board o• irectors of said corporation authorizing or ratifying the execution of this Guaranty.
THE UNDERSIGNED HAS READ AND UNDERSTANDS THE TERMS ' D
CONDITIONS CONTAINED IN THIS GUARANTY INCLUDING, WIT OUT LIMITATION, ALL WAIVERS CONTAINED IN THIS GUARANTY.
Executed on this day of 2021.
If Guarantor is a married individual, Guarantors spouse must si , this Guaranty I Spo : e( if applicable)
Address of Guarantor:
Attn:
A. If the person( s) signing this Lease on b alf of Tenant [ is/ are] [ an] officers] of a corporation that is incorporated in California, then on . f the following conditions must be satisfied: ( i) This Lease must be signed by two officers, o* being the Chairman of the Board, the Owner or a Vice Owner, and the other one being the S etary, an Assistant Secretary, the Chief Financial Officer or an Assistant Treasurer; or ( ii) if ause( i) above is not satisfied, or if this Lease is signed by one person acting in two capacitie , then Tenant shall have delivered to Landlord a certified copy of a corporate resolution in fo • eeeptable to Landlord authorizing the signatory( ies) to execute this Lease.
B. If the person( s) signin, this Lease on behalf of Tenant [ is/ arc] [ an] officers] of a corporation that is incorporated in a tate other than California, then Tenant shall have delivered to Landlord a certified copy of a cc . orate resolution in Form acceptable to Landlord authorizing the signatory( ies) to ex. ute this Lease.
48 EXHIBIT" F"
INITIAL LEASEHOLD IMPROVEMENTS
Tenant Improvements by Landlord: $3. 00 per square foot, not to exceed$ 15, 813. 00.
Tenant Improvements by Tenant: A minimum of S35. 00 per square foot ($ 184,485. 00) will be spent by Tenant inside the leased premises. IfTenant spends less than $35. 00 per square foot then the corresponding amount in unamortized tenant improvements to be reimbursed will be reduced by the same amount.
If Landlord exercises its 12- month termination clause, Landlord agrees to reimburse tenant via rent credits for the unamortized tenant improvements up to a cap of$35. 00 per square foot or a total of $ 184, 485. 00. For Example: if Landlord exercises its option to terminate and the remaining tenant occupancy time left on the 5- year 2 month lease is 12 months then the calculation would be $ 184,485 / 5 years = $ 36, 897 to be reimbursed to tenant ( approximately three 3 months rent).
49 EXHIBIT " C"
RECORDING REQUESTED BY AND
WHEN RECORDED RETURN TO:
CITY OF REDONDO REACH
415 Diamond Street
Redondo Beach, CA 90277
Attention: City Clerk
No Recording Fee
Exempt pursuant to Government Codc § 6103
MEMORANDUM OF LEASE
This Memorandum of Lease (" Memorandum") is made and entered into as of April 6, 2021, by and between the CITY OF REDONDO BEACH, a Chartered Municipal Corporation, hereinafter referred to as" Landlord" and FIRSTSTEPS FOR KIDS, INC. a California corporation hereinafter referred to as" Tenant."
A. Landlord and Tenant have entered in a Lease( hereinafter, " Lease") dated as of April 6, 2021, for certain premises which arc located on real property which is commonly described in Exhibit A ofthe Lease and incorporated herein by reference( the" Premises"). Copies ofthe Lease and Addendum are available for public inspection at Landlord' s office at 415 Diamond Street, Redondo Beach, CA 90277.
B. The Lease provides that a short form Memorandum shall be executed and recorded in the official Records of Los Angeles County, California.
NOW, THEREFORE, the parties hereto certify as follows:
I. Purpose of Memorandum of Lease. This Memorandum is prepared for recordation purposes only and it in no way modifies the terms, conditions, provisions and covenants of the Lease. In the event of any inconsistency between the terms, conditions, provisions and covenants of this Memorandum and the Lease, the terms, conditions, provisions, and covenants of the Lease shall prevail.
2. Term. This Lease commences 5 years and 2 months( 62 months) from Lease Commencement, subject to Landlord' s termination rights.
3. Counterparts. This Memorandum may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. 50 IN WITNESS WHEREOF, the Landlord and Tenant hereto have executed this Memorandum of Lease in Redondo Beach, California, as of this 6TH day of April, 2021.
LANDLORD TENANT
CITY OF REDONDO BEACH FIRSTSTEPS FOR KIDS, INC.
t/ C By:
William C. Brand Namo: 7T'''''
Mayor Title:
See Attached
Notarial Certificate
ATTEST:
Eleanor
City Clerk
APPROVED AS TO FORM:
716, W
Michael W. Webb
City Attorney
51 CALIFORNIA ALL-PURPOSE
CERTIFICATE OF ACKNOWLEDGMENT
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.
State of California
County ,,,Los Angeles
On p 1 ' 9a before me, Jennifer Jaye Fraser, Notary Public lry p p
He insert name acid title of the officer)
personally appeared v ` —S '
who proved to me on the basis of satisfactory evidence to be the persons) whose name subscribed to the within instrument and acknowledged to me that IV.-- - executed the same in it -- - authorized capacityfies} and that byaliefitheif signature(s) on the instrument the personfs), or the entity upon behalf of which the person(s)acted, executed the instrument.
I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.
JCNNNIER ATE rRn E
W NESS my ha and of cl seal. 7f CMV ( J ro
ei.tom 4d LOS ANCl FL ES COI P T
Notary Seal)
Signature o Notary ubli I' r 113 f
ADDITIONAL OPTIONAL INFORMATION
INSTRUCTIONS FOR COMPLETING THIS FORM
My acknowledgment completed in California must contain verbiage exactly as DESCRIPTION OF THE ATTACHED DOCUMENT appears above in the notary section or a separate acknowledgment form must be properly completedeand attached to that document. The only exception rn a documentis to berecorded outside ofCalifornia. lif oiu- Ins instances. any alternative tile or description of attached document) acknowledgment verbiage as may be printed on such a document so long as the verbiage does not require the notary to do something that is illegal for a notary in California ( i. e. certifying the authorized capacity of the signer). Please check the Title or description of attached document con rp)
document carefully for proper notarial wording and attach this form ifrequired. 5 \ • State and County information must be the State and County where the document Number ofPages D current Dale signer(s) personally appeared before the notary public for acknowledgment. o- Date of notarization must be the date that the signer( s) personally appeared which must also be the same date the acknowledgment is completed.
Additional information) The notary public must print his or her name as it appears within his or her he
commission followed by a comma and then your title( notary public).
Print tat names) of document signer( s) who personally appear cit the time of notarization.
CAPACITY CLAIMED BY THE SIGNER Indicate the correct singular or plural forms by crossing off ncorrect forms ( ix.
Individual( s)
he/.she/ they: is Care) or circling the correct forms. Failure to correctly indicate this information may lead to rejection of document recording. plate Okficer The notary seal impression must be clear and photographically reproducible.
Impression must not cover text or lines. If seal impression smudge.s, re- seal if a Title) sufficienter permits. otherwise pit a different acknowledgmentf .
Partner( s)
Signature of the notary public must match the signature on file with the office of the county clerk.
E Attorney- in- Fact Additional information is not required but could help to ensure this C Truslee( s) acknowledgment is not misused or attached to a different document.
G Other
Sc Indicate title or type of attached document. nutnber of pages and date.
Indicate the capacity claimed by the signer. If the claimed capacity is a corporate officer, indicate the title( i. e. CBO, CFO. Secretary).
Securely attach this document to the signed document
REVISED 1015- www.queenbeenotary. com 310. 877. 3800
C., FIRSSTE- C1 FPARKS
4Rv
CERTIFICATE OF LIABILITY INSURANCE a5/z6/"°1 '
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER
IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the policyges) must have ADDITIONAL INSURED provisions or be endorsed.
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder In Ileu of such endorsement(s).
PRODUCER MP"
Bolton 8 Company INC, o. EMI:( 626) 799-7000 I IAIc, eoi:( 626) 4413233 h 107 dea,CA9110ittifips, Suite 1
[email protected]
INSURERS) AFFORDING COVERAGE NAIL II
INSURER A: Philadelphia Indemnity Insurance Co. 18058
INSURED INSURER B: Benchmark Insurance Company 41394
FlrstSteps for Kids, Inc. INSURER C:
2447 Pacific Coast Hwy., Ste 111 INSURER o:
Hermosa Beach, CA 90254-2743
INSURER E:
INSURER F:
COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WTH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR ADDLSIIBR POLICY EFF PWC EXP
LTR TYPE OF INSURANCE kW WVD POLICY NUMBER IMMTDM' YYI IMM'DONTYY1 LIMITS A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE 1, 000,000 CLAIMS- MADE X OCCUR PHPK2188317 10/ 112020 10/ 1/ 2021 DAMAGETORENito 1, 000,000
X PREMISES IES roalnmxl
MED EXP( Any One penal)
20' 000
PERSONAL BADV INJURY 1, 000,000
GENII AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE 3, 000,000 X POLICY jECT LOC PRODUCTS. COMP/OPAGG _ 3, 000,000
OTHER'
A AUTOMOBILE LIABILITY EEEa
6CddeDSINGLE LIMIT 1, 000,000
ANY AUTO _ PHPK2188317 10/ 1/ 2020 10/ 1/ 2021 BODILY INJURY( Per Posen)
AUTOSOONLY X
SCHEDULED
BODILY INJURY( Per Kddent)
X ATOS ONLY X R4UTAONLY
FROPPERIY MMAGE
A X UISRELI LIAR X OCCUR EACH OCCURRENCE 5,000,000
EXCESS WO CLAIMS. MADE PHUB740853 10/ 1/ 2020 10/ 1/ 2021 AGGREGATE 5' 000' 000
DED X RETENTIONS 10,000
B WORMERS COMPENSATOR X $ TATUTE AND EMPLOYERS' LIABILITY YIN CST5021029 2/1/ 2021 2/ 1/ 2022 1, 000, 000 ANY PRWRIMTOREARLNERIEXEOUIIVE E. L. EACH ACCIDENT
Q(Lanooatory In NH)
IWCWOEDR Y NIA 1, 000, 000 E. L. DISEASE. EA EMPLOYEE
If yes, describe under 1, 000, 000
DESCRIPTION OF OPERATIONS held EL DISEASE. POLICY LIMIT A Prof Liability PHPK2188317 10/ 1/ 2020 10/ 1/ 2021 Each Occurrence 1, 000,000 A Sexual Abuse PHPK2188317 10/ 1/ 2020 10/ 1/ 2021 Each conduct 1, 000,000 DESCRIPTION OF OPERATONSI LOCATIONS I VEHICLES IACORO 101 Addfluul Remarks scheme, may Wild M more space Is required, Re: 105 W Torrance Blvd, Suite 200 Redondo Beach, CA 90277 and 109 W Torrance Blvd, Suite 101 S 102B Redondo Beach, CA 90277.
GL Additional Insured applies per PIGLDHS1011 attached, only if required by written contract/agreement.
Additional Insured(s): City of Redondo Beach, Including the City, its officers, elected and appointed officials, employees, and volunteers, 415 Diamond Street, Redondo Beach; CA-90277,i
CERTIFICATE HOLDER CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
CITY OF REDONDO BEACH
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
INCLUDING THE CITY, ITS OFFICERS, ELECTED AND
ACCORDANCE WITN THE POLICY PROVISIONS.
APPOINTED OFFICIALS, EMPLOYEES, AND VOLUNTEERS,
415 DIAMOND ST, AUTHORIZED REPRESENTATIVE
REDONDO BEACH, CA 90277 0141.444/ 1 /
rs 4.------
ACORD 25( 2016(03) 01988-2015 ACORD CORPORATION. All rights reserved.
The ACORD name and logo are registered marks of ACORD
PI- GLD-HS ( 10/ 11)
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
GENERAL LIABILITY DELUXE ENDORSEMENT:
HUMAN SERVICES
This endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE
It is understood and agreed that the following extensions only apply in the event that no other specific coverage for the indicated loss exposure is provided under this policy. If such specific coverage applies, the terms, conditions and limits of that coverage are the sole and exclusive coverage applicable under this policy, unless otherwise noted on this endorsement. The following is a summary of the Limits of Insurance and additional coverages provided by this endorsement. For complete details on specific coverages, consult the policy contract wording.
Coverage Applicable Limit of Insurance Page
Extended Property Damage Included 2
Limited Rental Lease Agreement Contractual Liability 50, 000 limit 2 Non- Owned Watercraft Less than 58 feet 2
Damage to Property You Own, Rent, or Occupy 30, 000 limit 2 Damage to Premises Rented to You 1, 000,000 3
HIPAA Clarification 4
Medical Payments 20, 000 5
Medical Payments- Extended Reporting Period 3 years 5
Athletic Activities Amended 5
Supplementary Payments- Bail Bonds 5,000 5
Supplementary Payment- Loss of Earnings 1, 000 per day 5 Employee Indemnification Defense Coverage 25,000 5
Key and Lock Replacement- Janitorial Services Client Coverage 10, 000 limit 6 Additional Insured- Newly Acquired Time Period Amended 6 Additional Insured- Medical Directors and Administrators Included 7 Additional Insured- Managers and Supervisors( with Fellow Included 7 Employee Coverage)
Additional Insured- Broadened Named Insured Included 7
Additional Insured- Funding Source Included 7
Additional Insured- Home Care Providers Included 7
Additional Insured- Managers, Landlords, or Lessors of Premises Included 7 Additional Insured- Lessor of Leased Equipment Included 7 Additional Insured- Grantor-of Permits Included
Additional Insured- Vendor -- Included 8
Additional Insured- Franchisor Included 9
Additional Insured- When Required by Contract Included 9 Additional Insured- Owners, Lessees, or Contractors Included 9 Additional Insured- State or Political Subdivisions Included 10
Includes copyrighted material of Insurance Services Office, Inc., with its permission. 2011 Philadelphia Indemnity Insurance Company
PI- GLD- HS( 10/ 11)
Duties in the Event of Occurrence, Claim or Suit Included 10 Unintentional Failure to Disclose Hazards Included 10
Transfer of Rights of Recovery Against Others To Us Clarification 10 Liberalization Included 11
Bodily Injury- includes Mental Anguish Included 11
Personal and Advertising Injury- includes Abuse of Process, Included 11 Discrimination
A. Extended Property Damage
SECTION I- COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions, Paragraph a. is deleted in its entirety and replaced by the following:
a. Expected or Intended Injury
Bodilylinjury"ior propertyIdamage" 3xpectednnintended'!from theatandpointliffiheinsuredLt This exclusion does not apply toI bodilykijury" DrEpropertydamage";resulting' from the iseaf reasonable force to protect persons or property.
B. Limited Rental Lease Agreement Contractual Liability SECTION I- COVERAGES, COVERAGE A. BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions, Paragraph b. Contractual Liability is amended to include the following:
3) Based itnthe named insured' siequestst thelimeiffbaim iweiagree to indemnifythe named insured for their liability assumed in a contract or agreement regarding the rental or lease of a premises on behalf of their client, up to$ 50, 000. This coverage extension only applies to rental lease agreements. This doverage[is excess dverany3enter's'_. liability insurance of the client.
C. Non-Owned Watercraft
SECTION I- COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE LIABILITY, Subsection 2. Exclusions, Paragraph g.( 2) is deleted in its entirety and replaced by the following:
2) A watercraft you do not own that is:
a) Less than 58 feet long; and
b) Not being used to carry persons or properly for a charge; This provision applies-4o any person, who with your consent, either uses or is responsible for the use of a watercraft. This insurance is excess over any other valid and collectible__ insurance available to the insured whether primary, excess or contingent.
D. Damage to Property You Own, Rent or Occupy
SECTION I- COVERAGES, COVERAGE A BODILY INJURY AND PROPERTY DAMAGE
Includes copyrighted material of Insurance Services Office, Inc., with its permission. 2011 Philadelphia Indemnity Insurance Company
PI- GLD- HS ( 10/ 11)
K. Key and Lock Replacement– Janitorial Services Client Coverage SECTION I– COVERAGES, SUPPLEMENTARY PAYMENTS– COVERAGES A AND B is amended to include the following:
Werwill Ipayforitheicostito.replace keys and IDcksAtfieCtlients"OiremisesduetotheftdrDtheri Iossloikeys entrusted..toyouibyyour:`client," up to a$ 10,000 limit per occurrence and $ 10,000 policy aggregate.
We will not pay for loss or damage resulting from theft or any other dishonest or criminal act that youloranylof younpartnersrmembersnoficers.Temployees' T'managerstalirectorsrfrusteesauthorized representatives or any one to whom youantrusttheteysdfalclient- forrany:II purpose commit, whether acting alone or in collusion with other persons.
The following, when used on this coverage, are defined as follows:
a. " Client" means an individual, company or organization with whom you have a written contract or work order for your services for a described premises and have billed for your services. b. " Employee" means:
1) Any natural person:
a) While in your service or for 30 days after termination of service; b) Who you compensate directly by salary, wages or commissions; and c) Who you have the right to direct and control while performing services for you; or 2) Any natural person who is furnished temporarily to you:
a) To substitute for a permanent" employee" as defined in Paragraph( 1) above, who is on leave; or
b) To meet seasonal or short-term workload conditions;
while that person is subject to your direction and control and performing services for you. 3) " Employee" does not mean:
a) Any agent, broker, person leased to you by a labor leasing firm, factor, commission merchant, consignee, independent contractor or representative of the same general characterorb) Any" manager," director or trustee except while performing acts coming within the scope of the usual duties of an" employee."
c. " Manager" means a person serving in a directorial capacity for a limited liability company.
L. Additional Insureds
SECTION II– WHO IS AN INSURED is amended as follows:
1. If coverage for newly acquired or formed organizations is not otherwise excluded from this
Includes copyrighted material of Insurance Services Office, Inc., with its permission. 2011 Philadelphia Indemnity Insurance Company
PI- GLD- HS( 10/ 11)
Coverage Part, Paragraph 3. a. is deleted in its entirely and replaced by the following:
a. Coverage under this provision is afforded until the end of the policy period.
2. Each of the following is also an insured:
a. Medical Directors and Administrators—Your medical directors and administrators, but only while acting within the scope of and during the course of their duties as such. Such duties do not include the furnishing or failure to furnish professional services of any physician or psychiatrist in the treatment of a patient.
b. Managers and Supervisors—Your managers and supervisors are also insureds, but only with respect to their duties as your managers and supervisors. Managers and supervisorsIwho[areIyouremployeee areralsofmsuredstfrr' bodily[ njury"7oiaaoemployee".while.in Ihe[ ourseDfIisbrber employment by you or performing duties related to the conduct of your business.
This provision does not change Item 2. a.( 1)( a) as it applies to managers of a limited liability company.
c. Broadened Named Insured— Any organization and subsidiary thereof which you control and actively manage on the effective date of this Coverage Part. However, coverage does not apply to any organization or subsidiary not named in the Declarations as Named Insured, if they are also insured under another similar policy, but for its termination or the exhaustion of its limits of insurance.
d. Funding Source—Any person or organization with respect to their liability arising out of:
1) Their financial control of you; or
2) Premises they own, maintain or control while you lease or occupy these premises.
This insurance does not apply to structural alterations, new construction and demolition operations performed by or for that person or organization. e. Home Care Providers—At the first Named Insured's option, any person or organization under your direct supervision and control while providing for you private home respite or foster home care for the developmentally disabled.
f. Managers, Landlords, or Lessors of Premises— Any person or organization with respect to their liability arising out of the ownership, maintenance or use of that part of the premises leased or rented to you subject to the following additional exclusions:
This insurance does not apply to:
1) Any" occurrence" which takes place after:you cease to be a tenant in that premises; or 2) Structural alterations, new construction or demolition operations performed by or on behalf of that person or organization.
g. Lessor of Leased Equipment—Automatic Status When Required in Lease Agreement With You —Any person or organization from whom you lease equipment when you and such person or organization have agreed in writing in a contractor agreement that such person or organization is to be added as an additional insured on your policy. Such person or
Includes copyrighted material of Insurance Services Office, Inc., with its permission. 2011 Philadelphia Indemnity Insurance Company
PI- GLD- HS( 10/ 11)
organizationlislan fisuredonlywithfrespect tortiabilitylorrbodilyTjurr" property.damage"3w personal 2nd advertising Thjury" maused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person or organization.
A person' sanorganization' satatus®slan iadditionallisuredmnderthisEndorsementiends'- when their contract or agreement with you for such leased equipment ends.
With respect to the insurance afforded to these additional insureds, this insurance does not applyltmany" occurrence" which lakesplace afterTeaquipmentIeasefaxpiresi r i h. Grantors of Permits— Any state or political subdivision granting you a permit in connection with your premises subject to the following additional provision:
1) This insurance applies only with respect to the following hazards for which the state or political subdivision has issued a permit in connection with the premises you own, rent or control and to which this insurance applies:
a) The existence, maintenance, repair, construction, erection, or removal of advertising signs, awnings, canopies, cellar entrances, coal holes, driveways, manholes, marquees, hoist away openings, sidewalk vaults, street banners or decorations and similar exposures;
6) The construction, erection, or removal of elevators; or c) The ownership, maintenance, or use of any elevators covered by this insurance.
Vendors— Only with respectlo' bodilyTnjury"orrproperty.damage" arisingDutrOryour. products" i which are distributed or sold in the regular course of the vendors business, subject to the following additional exclusions:
1) The insurance afforded the vendor does not apply to:
a) " Bodily injury' or" property damage" for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contractor agreement;
b) Any express warranty unauthorized by you;
c) Any physical or chemical change in the product made intentionally by the vendor; d) Repackaging, except when unpacked solely for the purpose of inspection, _ demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; e) Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to male or-normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products; f) Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product;
Includes copyrighted material of Insurance Services Office, Inc., with its permission. 2011 Philadelphia Indemnity Insurance Company
PI- GLD- HS( 10/ 11)
g) Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or
h) " Bodily injury" or" property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to:
I) The exceptions contained in Sub- paragraphs( d) or( f); or ii) Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. 2) This insurance does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing.
j. Franchisor—Any person or organization with respect to their liability as the grantor of a franchise to you.
k. As Required by Contract—Any person or organization where required by a written contract executed prior to the occurrence of a loss. Such person or organization is an additional insured for" bodily injury,"" property damage" or" personal and advertising injury" but only for liability arising out of the negligence of the named insured. The limits of insurance applicable to these additional insureds are the lesser of the policy limits or those limits specified in a contract or agreement. These limits are included within and not in addition to the limits of insurance shown in the Declarations
I. Owners, Lessees or Contractors—Any person or organization, but only with respect to liability for" bodily injury,"" property damage" or" personal and advertising injury" caused, in whole or in part, by:
1) Your acts or omissions; or
2) The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured when required by a contract.
With respect to the insurance afforded to these additional insureds, the following additional exclusions apply:
This insurance does not apply to " bodily injury" or" property damage" occurring after:
a) All work, including materials, parts or equipment furnished in connection with such work, on the project-(other than service, maintenance or repairs) to be performed by - or on behalf of theadditional insured( s) at the location of the covered operations has been completed; or--
b)
r-(
b) That portion of" your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project.
Includes copyrighted material of Insurance Services Office, Inc., with its permission. 2011 Philadelphia Indemnity Insurance Company
PI- GLD-HS( 10/ 11)
m. State or Political Subdivisions—Any state or political subdivision as required, subject to the following provisions:
1) This insurance applies only with respect to operations performed by you or on your behalf for which the state or political subdivision has issued a permit, and is required by contract.
2) This insurance does not apply to:
a) " Bodily injury,"" property damage" or" personal and advertising injury" arising out of operations performed for the state or municipality; or
b) " Bodily injury or" property damage" included within the" products- completed operations hazard."
M. Duties in the Event of Occurrence, Claim or Suit
SECTION IV— COMMERCIAL GENERAL LIABILITY CONDITIONS, Paragraph 2. is amended as follows:
a. is amended to include:
This condition appliesbnly whenlmel"occurrence" Drr.ffenseirs knownito 1) You, if you are an individual;
2) A partner, if you are a partnership; or
3) An executive officer or insurance manager, if you are a corporation. b. is amended to include:
This condition will not be considered breached unlessl hebreachbccursiaffer such claim ior" suit"_. is known to:
1) You, if you are an individual;
2) A partner, if you are a partnership; or
3) An executive officer or insurance manager, if you are a corporation.
N. Unintentional Failure To Disclose-Hazards
SECTION IV— COMMERCIAL GENERAL LIABILITY CONDITIONS, 6. Representations is amended to include the following:
It is agreed that, based on our reliance on your representations as to existing hazards, if you should unintentionally fail to disclose all such hazards prior to the beginning of the policy period ofthis Coverage Part, we shall not deny coverage under this Coverage Part because of such failure.
O. Transfer of Rights of Recovery Against Others To Us
SECTION IV— COMMERCIAL GENERAL LIABILITY CONDITIONS, 8. Transfer of Rights of
Includes copyrighted material of Insurance Services Office, Inc., with its permission. 0 2011 Philadelphia Indemnity Insurance Company
PI- GLD- HS( 10/ 11)
Recovery Against Others To Us is deleted in its entirety and replaced by the following:
If the insured has rights to recover all or part of any payment we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will Sing" suit" or transfer those rights to us and help us enforce them.
Therefore, the insured..can lwaive' the insurer's rightsIIffrecovery prior to the occurrence of a loss, provided the waiver is made in a written contract.
P. Liberalization
SECTION IV— COMMERCIAL GENERAL LIABILITY CONDITIONS, is amended to include the following:
If we revise this endorsement to provide more coverage without additional premium charge, we will automatically provide the additional coverage to all endorsement holders as of the day the revision is effective in your state.
O. Bodily Injury— Mental Anguish
SECTION V— DEFINITIONS, Paragraph 3. Is deleted in its entirety and replaced by the following:
BodilyTjury° means:
a. Bodily injury, sickness or disease sustained by a person, and includes mental anguish resulting from any of these; and
b. Except for mental anguish, includes death resulting from the foregoing( Item a. above) at any time.
R. Personal and Advertising Injury—Abuse of Process, Discrimination If COVERAGE B PERSONAL AND ADVERTISING INJURY LIABILITY COVERAGE is not otherwise excluded from this Coverage Part, the definition of" personal. andiadvertisingiinjury"pis amended as follows:
1. SECTION V— DEFINITIONS, Paragraph 14.b. is deleted in its entirety and replaced by the following:
b. Malicious prosecution or abuse of process;
2. SECTION V— DEFINITIONS, Paragraph 14. is amended by adding the following:
Discrimination based on race, color, religion, sex, age or national origin, except when:
a. Done intentionally by or at the direction of, or with the knowledge or consent of:
1) Any insured; or _
2) Any executive officer, director, stockholder, partner or member of the insured; b. Directly or indirectly related to the employment, former or prospective employment, termination of employment, or application for employment of any person or persons by an insured;
Includes copyrighted material of Insurance Services Office, Inc., with its permission. 2011 Philadelphia Indemnity Insurance Company
PI- GLD- HS( 10/ 11)
c. Directly or indirectly related to the sale, rental, lease or sublease or prospective sales, rental, lease or sub-lease of any room, dwelling or premises by or at the direction of any insured; or d. Insurance for such discrimination is prohibited by or held in violation of law, public policy, legislation, court decision or administrative ruling.
The above does not apply to fines or penalties imposed because of discrimination.
Includes copyrighted material of Insurance Services Office, Inc., with its permission. 2011 Philadelphia Indemnity Insurance Company
PI- HS- 005( 07/ 04)
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
EXCLUSION
PROFESSIONAL LIABILITY COVERAGE
This endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE PART
The following exclusion is added to paragraph 2., Exclusions of COVERAGE A - BODILY INJURY AND PROPERTY DAMAGE LIABILITY( Section 1 - Coverages) and paragraph 2., Exclusions of COVERAGE B PERSONAL AND ADVERTISING INJURY LIABILITY( Section 1 - Coverages):
This insurance does not apply to:
Bodily injury, "property damage" or" personal and advertising injury" arising out of:
1. The rendering or failure to render:
a. Medical, surgical, dental, x- ray or nursing service, treatment, advice or instruction, or the related furnishing of food or beverages;
b. Any health or therapeutic service, treatment, advice or instruction; or c. Any service, treatment, advice or instruction for the purpose of appearance or skin enhancement, hair removal or replacement or personal grooming.
2. The furnishing or dispensing of drugs or medical, dental or surgical supplies or appliances;
3. The handling or treatment of dead bodies, including autopsies, organ donation or other procedures, or
4. A" professional incident' as defined herein.
Professional incident" means any actual or alleged negligent:
a) b act; error; or
c) omission
in the actual rendering of professionaEservices to others, including counseling services, in your capacity as a human services organization. Professional services include the furnishing of food,- -- beverages,beverages, medications or appliances inconnection therewith.
Includes copyright material of the Insurance Services Office, Inc. used with its permission.