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Attachment 1 - Sub-Lease Agreement.pdf

Richmond City Council
March 25, 2025

Document
Attachment 1 - Sub-Lease Agreement.pdf
Meeting
March 25, 2025
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Richmond City Council
Original file
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Text extracted from the city's file for reading and search. Open the original on pub-richmond.escribemeetings.com. That file is the official record.

SUB-UEASE AGREEMENT i
This Sub-Lease Agreement C'Agreement") is efifectiye as oft0^j6o24 ("ConunBttcemcnt Date'*), by and betweea the RichnaonA Police AetivitiesXeague, a California public benefit ooiponrtion ("RPAL") and Tiny Village Spirit a California public benefit coQ»oration(<TVSM).

RECITALS j
This Agreemerit is made With respect to fhe foltowittg facts; A. RPAL leases that ceftein real pfopetty w file City of Richmond, County of Coatea Costa, State ofCalifomia located on die soiuth side ofBisseIl Avenue between 2Zn<i and 23rd Strcete (a triangular nsmaiuder of APNs$14-620"001 QxKm^a. 514-020-015) fhgt is desscribedmore particularly in ExhibitA (Ae "PjCoperty") ftom the Gify oJTRichmond ("City*') ^ui'suaut to an Agreement to Lcase^dated March 8, 2022 ("2022 Lease") as amended by the Pust Anaendmenfc fo the Lease dated 7^/^023 (WFirBtAniehdmettf) (collectively (he l<£ease") acopyofwhtCh is; attached tis JExhibtt B And is hereby mcoiporated by refereace.

B. ' TVS seeiks to cfesOe and operate A THny House Vtltagte and t6lated stwotores tietiessaty td operate the Village upon a pottiott of the Property to house and sesve Homeless youth as described in the Pust Amendment to ihe ILease. TAe pjcoject shall mphute co;ft8ii'uc(ion and operation of seven (7) tiny houses and stated stiuciures (<Tmy Homes") on the Property, and with City's priiw ^riftea consean^ aaQfhersix (JS) Tiny BSomes. T&o TmyBomes shall be riiado available at affordable tent to unhoused yotitfi age 18-24 and one onsite Resident Manager (itie "Project").

AGREEMEPWS
In<^nsideratioaof&efoj?going,which are incorpofated hereinisy reference, the mutual covenants and uodertakings described hereia^ aad for other good and valuable consideration, the receipt and sufficiency of which is hejreby acknowledged) RJPAL and TVS agree as follows:

I* Premisea. The Pjtwtoises consists ofAeportton ofth& real properiy leased by RPAL ; shown on Ac map attached hereto and incorporated, hecein as Exhibit C. 2* Lease. REAL hereby subleases to TVS and TVS agrees to sitblease froni REAL (he ; Premises. •

3. TRBrm. Unless earlier terauhated in accordance with the tei"msAereof> fae "Term" ofthisi Agreement shall commeaoe on As Commencement Date and shaB coatiaue until for a period of twelve (12) months fiuttUhc date Tiny Homes are instaUedzqpon tiiePrpnaistes pursiiattt to City pemrits (tfa& "Expiration Date").

4. Use of Premises. TVS and TVS's cbAteactors, operators, agents, and iavitees shall oowpy and use (he Pretnlses exclusively for the putpose of the Pmject TVS shall not allow any activities that are illegal or (hat constitute a ttuisance vpon (he Pj-oject Areft. TVS shall not permit residential occupancy of any sttuctuu-e until said structure receives a iinal Certificate of Sub-Leasc Agreement Page1 of 8
Occupancy from the Cily. TVS shall not allow any activities fhat increase the existing fate of insurance on the Prcttiiseg, or canise the cancellation of any insurance on the Premises. TVS shaU not commit or allow to be conunitted any waste upon tfae Premises.

Any conshuction upon the Pfeaises shall be oialy as depicted in the plans and specifications in Exhibit D aftd only as approved and permitted by all applicable govemtnent agencies. TVS shall only enter into iconttacts with liceftsed entities for any construction activity that ffiquires a license. All work perfonned in telation to Ac Project by TVS, any entity conttacted by TVS or any of their volunteers, agents, tepresentatives, or contractora $haU comply with alt nelevant federal, sitaite and local laws, rules, reguNiooai and standards, {tohing afid byiMing codes, ordinances, operatiog.certificates for faciKties, pr licenses for aft activity, Upon connpfotion of construction and throughout tfie term offhesub-lease, TVS shall contract with Hope Solutious (oraBofherprofessi6a^t;propepfy maaagemcnt«ttd homeless suppairtive servipes provider hired by TVS, subject to approved by RPAL attd the City) to mauag& the PfogramArea and tfae Pj-ogram participants. TVS shall only cater iafo fcdatracts with licensed entities for any activity that requirfcs alicense,

5. Constdcratfon. TVS "agreesto pay RPAL, by the first (1st) day of each moalh reat of $1,00 in consideration of sublease ofthoPxenrises.

6. Business Tax Certificate amd Exempt Statuai. Prior to the Effective Dale, TVS shall obtaitt and jptovidejpioof of a ciu'i'ent and valid^ business tax certificate in ttiB natne of TVS frotti; City. This certtficatejnust Ksmain cutrentand vfllid during tfae Tettti» and TVS sh!?ll provide evidence of its oo3tnpliaho(?^ith this rec^Jtementup.onrequcslofJRPAL.

TVS tepreseints an4 watrante Chat it is a public Tbeaefit corporation, duly brgamzeii and existing 1 xinder the }aws of ithe State 6fCaItfbnu8 ainrf recogtuzedby the Internal tleveuue Service4s & tax-exeinpt oi-ganiSiiarion uadBr Section 50l(c)(3) of th® 3fatetoalRe^eiBi»e Code. TVS agrees to exclusively for charitable purposes.

7. UtUtti^a. TVS shall be respoosibJfc for paying for aU utilities leqnirecl by TVS including but not lunited to; eleotricity, gas» water, garbage and telephone. BPAL shall not be tespoosiblo for providing any utililicis to or on the PjFeifttStiS And shall not be liable for any loss, iajmy or damage to person or property caused by or resulting from any variatibn, inferruption, or feilure of utilities due to any cause whatsoever exceptto the extent due to the inteBttO)Eial misconduct or gross negligence ofKPAL, TVS wnU procwre, or fcaufie to be pFpciued, without cost to RPAL, all necessary perouts^ licenses or other authoriaattons rticiuir^ for tfae lawfal and proper installatiou,' mamtenanoe, neplacemettf, attd removal on py ftom (he ftmises ofutiliiliBS, wires, pipes, coaduits> tubes, and other equijpinerit and appliances fer uste m supplyjmg all utiUfies or services to fhe Prfimises. KPAL, upiwi request ofTVS>andatthe sole expense and Uabitity ofWS» shaU join with TVS in any isasofidble applications yeqaited for obtaining oi* continuing such ud,lities or seroces.

8. Condition and Acceptance of the Premitea. TVS warrants that it has inspected the Proiaisies and accepts the Pieniises as Of tfae Commencement Date in its <cas is" condition and i subject to (a) all applicable zoning, ittnmcipal, and county laws, ordinances, and regulations goveroing and regulating the use of the Premises and. Ae Permitted Use, (tn) aay covenauts or .

Sub-Lease Agreement Page 2 of 8
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restrictions of record ot off record, and (c) subject to ati matters disclosed in this Agreement and any exhibits attached hertto, if any. TVS sbail be responsible forpcrfbrmihg anywork necessary to bring fete Pnaniees into a cosniijition. satfefaotory to TVS. TVS escptessly acknowledg?ss and undetstaads that the Premiseis are not designed for the Peimitted Use. TVS adknowledges that RPALhas made no representatjion or warratity^ express or impUed, and, to the maximum extent pennitted bylaw, waives andi*eleasesBPALaadits ^fectors, ofTiGe^, etoployees, attomeys,.and agents (collectively, the <eRPAL Parties") ftom any and alt Kabiltty to TVS, its ofites, directore, | employee agents and umfa^ (coUecth^ ^'TV^ Partf^*^ &r aiiy | or liability for damages. Whether for loss of or dauago to projperty or injur;' to oi- deatli of persons, and whether or not lcnowtt or suspected, which m^y arise aut of use of or acwss to the' Pmoises by TVS or any of the TVS Parties, and whether or not caused by or arisiag out of the act or omission ofRPAL or any of the RPAL Parfieg, which waiver and release sliall snfnw the:
expiration or earlier tennimation of this Agreemait. '' .

9. Hazardous Materials. TVS shall not cause or allow the transport onto, use, storage, diespositi release, Iiandtmg, or dispoisal of(coUcCtitVely, "JReleas&^ atty Hazardous Materials . (defi&ed below) on or aboutfhe Pj-ctnises or the Property, excefit for cottunerciaUy reasoftable amounts of such materials customarily used in the couise of maintenance or operation of the :

Pfemise?, so,l6ttgas siudi useis jn CQmplun&ewttiallEavlronmentgI Laws (defined below). ; <tHazftrdk>us Materials" means finy Substance Aat is toxie, explosive, corn»ive, flantmabte, radioactive, carcinogenic, dangerous, or otherwise hazardous, including gasoline, diesel fuel, petroleum lydtDcarbons, pi&IycllloriDated bipheayte (PCSs), asb<stos, radon, and lureg fonnaldehyde foam iasulatioft* "EnviBonmental Lays" means aU fedoni!, state, tocat, or . muoicipal laws, mlcs, oxdera, negulatiions, stetotes, ordinatfces, co4es, <^ca-ees, drtequjireihBhts of any govct'atiieatauyiorilyiegulBtita&ieIatittg fo, Of imposing Itabiltty or standards of conduct concerningany Hazardous Mitterials, oikjpcrtemi&gfo ocoupationalhealtti oHndystrialliygiene (and only to the extent that the oficup&tional health, or industrial hygiene laws, ordinaoces, or regulations felate to Hazardous Materialis on, uncter, or aboiiit'Qn? Property), occupational or environmcatal condtttotis on, vttdcr» or gboai &e Property, tts now or may at any latef tiew be in:
effect. If TVS or any ojfthe TVS Patiiea contaminates (Ke Premises or fhe Pcoperty duriog the Ibrm, andsuch cbatemm9<aoniequuces mitigation, remedla^ofi, <>r(«iBiovatuttderfedBiral, stete or local law, TVS shall pfomptiy uttdprtake all necessary actions to remove the contanunatuig material or substance fiboin'the Preauses auid/or {he Property afcitto cos( to RPAL and in compliance wifh all appKcaMe law, provisions of this Agreemcht, and as du'ected by REAL. If TVS feils to comply after twcnty-four (24) houys* written notic& ftom ItPAL, KPAL stiall have the option (but not &e obltgatiion) to complete the work requireid to remove the Hazardous Materials at WS's cost, whicli cost shaU be doe J&omWS upon dettiiBnd frotti RPAL. If within flhiirty (?0) days of (he coratoencement of the Teifm, TVS or RPAJE, discovers (hat Hazardous Materials are located ott the Premises in violation ofEnvirotimental Laws attd which Were not Released by TV& os any of the TVS Parties, flhten RPAL and TVS shgll each have the right to' ; termihate this Agreement ufion ten (10) days' written notice to the othefi which shall be no later than five (5) days after the discovery of such Hazardous Materials.

10. Maintenance and Repaint, RPAL shall lisve no obligation to maintaitt or repay the Premises. Except for anyttaiatcanance or repairs Bfe&ulfing fcoBBt misuse byorgrossaegKgenceqf RPAt, TVS shall* at its own cost aiudl expense, keep and mamtein alt portions of the Premises and all improvements located on the Tremiseg in good order iind re^ir, consistent wi& the Pemdttled Use, and in as safe and clean a condition as they MW? when received j6om RPAL, reasonable wear and tear exccspted. TVS shall be responsible for the maintenance and repair of any and all of TVS Improvements to the Premises, If such maintenance is riot provided, and tf Sufc-Lease Agreement Page 3 of 8
the condition contiaues for jmorc than ten (10) days after receiving written notice .from BJPAL, TVS may be in default, and SPAL toay be entitled fo exercise all rights and remedies under this Agreement

11. Right to Inspect Premises. Except in the eveftt of an eme%ency, RPAI, shall provide twenty-four (24) hows' advance notite to the TVS before entering JPtemjEsos to inspect, install, consteuct, repair or maintain any part of file Frenusesi. ta the evettt of any emetgency, JRPAL shall not be required to provide any advance notice. JKPAL reserves the right to enter the Pretniises with proper notice to inspect tfae TPremises aad to Aake any repaii-s &at it may coosider necessaty to thepreservatiott of the Premises. If any ofttiosc repairs should have beenittade by TVS, TVS shall reimburse RPAL fot the cost of such irejpaiits withiti thirty (30) days JB-om the RPAL's request for reitnbursemenfcRPAL shall provide dbcumeafation ofrcpaiis. Hoiyever, such tepairs by City shall not be construed as a waiver of REAL'S rijght to require TVS to keep the Premises ; in nspair as requiired 1^ thisAgreenient.

12. Legal Requirements. TVS and all of the TVS Parties sfiall comply with allapplicable laws, statyteS, ordifianccs, zooing nestriclioos, govpftBneateI rubs or regulations, covenatfts find restrictions ofisdord, orfeqoirements ofdulycohstthitedpub]ic aujflictfitiesnow iu force or which may hereafter Iseia force witfi respect to the Premises and TVS's tise thereof (ttLaw($)").; TVS shall not use the Pimdses or pentut anything to be done ati or sbont the Pifemises that wiU in any way conflict with any txma. TVS shaU (a) obtain all re^ured pemdts and approvals for ; TISO of fine Preouses (coUecUvely, WGovernmcntalA^rovals"), (b) inaifltain all wsyw^d I GpvemmeritalApprpVials throughout the Terai, and (c) c<»ttiplywifttherequttements of such GovcimiherttalAyjprovafetluoug^outAeTerm. i

13. TVS^ Ihdeimntty, Expert to the wdwtofCieaxtis (as^ dcftaed below) arisiag ftom the gros&neglijgcnce or intentional mi&conduoiaffiPAI.., TVS agrees to protect dcifoad (with counsel acceptobjte to REAL), indemaify, s&ve, wni4ihold RPALatjd all aflhelKPALFarttes 1 harmless from any third party actions, liability, clauns, tosses, expenses (including reasonable attonasys' fees aftd coste), of liability (coUectively called "Claims") resulting finom use and occupancy oftheFrefloises by TVS an4/or any ofth&Tys Parties, ityslttding but not lunited to any Claims by aft iavitee or stxb-licensee i'egatding ofaimed teoattcy on flie Pretnises arising &om the Pennitted Use. TVS agrees that TVS has an unme<liate attd independent obligation to defend RPAL arid all of (he RPAL Parties fi^m any Claims when sucfa a Claim is tendered to TVS and shall continue titiereaftcr until the Claim, is u»Solved to the satisfactioh ofRPAL. TVS's obligations shall survive the expiration or soonejj* {etraiQafipn of this Agreement,

14. Insurance. TVS shall obtain and keep ia force general commercial UaWtty iasurarice covering all oftVS's activities at the Prtemises duriog all periods that this Agreement is in effecf. iSajid insynmce sllall haw all chatacteristic d^cfibed jui Exhibit B to the t^ase. WS shaU» ptioy to the Commencement Date^ deliver to RPAL certified copies of policies of such insurance or ' certificates With. copies ofifae KEsquired endorsements evidenciug the existeocc and amounts of ; the required insurance. No such poUcy shall be cancelable or subjecttQ mcxiification except afiter 30 days prior Written notice ioRPAL. All cooteaetoi's retained by TVS to constnict tiny housess, | if any, shall be reguifed to purchase itusurance (egiu-duig t-heir Qperatilons haying all characteristtc j described in Exlubit B to the Lease, with TVS named as an additicnuiily insured. TVS aad its contraotorai if any, shall obtaito all tequired workecs ciompeft$atton insuirahce as well as comprehensive cotistmction liability insurance prior to conducting any constCTiction activities at; \ the Pjremises. j
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Sub-Lease Agreement Page 4 of 8
IS. Liens. TVS is not authorized to subject the Promises to any liens <ss olahns of lien; TVS; shall keep file Premises free from any liens o-eated by or through TVS. TVS shall mdemnify and hold REAL and City liatuiless Scorn liability for any such liens including, without limitation, Iteus arising iTom any TVS Jmjprovemeats. If a lien is filed agaifist die Premises by any peisou claiming by, through or under TVS, TVS shall» within 10 days after RPAL's demand, atTVS's expense, either remove the Heo or faftiish to RPAE, a bond in form. and amount and issued by a surety satisfacfory to RPAL, mdeffttuiying RPAL and the Premises against all liabilities, costs and expenses, including fittQr&eys' fees, which RPAL could tteasonably incur as a resailt ofsuoh lien.

16. Subordination and Attornment. This Agreement shall, upoft execution by TVS, be deemed subordinate to any lease, ground leaefe, mortgage, deed of trust or any other hypothecation or other securiHy (ooUiBetayely, "Sfccurity fiistrument") now or hereafter placed upon the Pycsnuscs and to any and all advaoees made on a Security Instrumettte and to all renewala, modifications, consolidations, replacements and extensions thereof. This Agreement subsequent to the date of fee Secority IttBtftuaent or tlio date ofyecotidling thBteof, In the event of any fpr&cldsyre,transfer l»y de&d 10 lieu or Gomparable ptocess With.tespect to fte Premises, TVS shall attom to such ttatisf^rce. NotWithstaadiag suchsuhordination, TVS's right to quiet shall petfojrttt alloftltepi'oyjsionsofthiisAgraBment.

17. Assignment and Subletting, TVS shaU ttot assigfit, sublei, mortgage, enisumber br I otherwise transfer any interest io this Ageeemettt of any part offheJPRsnuses ("Transfisr"), without first obtaining apssfov&l from RFAL> provided, howevei, thatT^S ittiay sub-licease fee residential portion of titty Iwases located wUbiia the Pisemiscs to TVS progtam participants without RI*AL*s consent. No iQeftasjGsr shall relievte TVS.ofaay liability uadcr this AgreiethcN:
notwithstandiag EPAL's consent to such Tiansfer. Consettt to any fttoMfw shall not operate as a waived of Ae n&^ssity for WPAL'sconseatfo any subsequeiitTBraiM

18. Swfcnder. Upon t&eexpiratiortorpttQfterwfaatfonoflhe Tci'nij TVS shall quitand surrendorpossessicm oftheP;remises to RPAL in as good order and condition as when TVS took poasesslon, reasonable v/eat excite!;!. Upon such expimtipa OK tertninatiotti TVS stoll» wifhout expense to RPAL, cause to be removed from the jpj-emfses (Q all d6bris and mbbish, (ii) all person?! property owned by TVS or mstalled or placed by TVS on the Premises, (iii) such similar articles of any other petsotts clainung under TVS (incluidiag iuvitees or sub-liGeosees), and (iv) such TVS Xmprovements, w KPAL may, in its wle dusioretibn, lequire to be jeempved by TVS, TVS shall repair at its cost and own Kicpeases all damage to tfae Premiiscs rcssultuig fi-otaa such removal. No act pr thifig done by RPAL or any ageAt, contractor 01' employee ofRPAL during the Term shell be deemed to cottstihite au acceptancie by RPAL of a surrender of the Ptemises unless^uch intent is specifically ackn6^1<?dged itt writing l»y RPAL. If TVS faUs to resfora tfae Premises to R?AI/s reasonable satts&cti&n after^veaty-four (24) hours* written notice fi-oai RML, RPAL shall hayo the Optton (but not the obligation) to complete t&e work required to festaffi tfae Prenuses to ife origiual condition (but including any TVS Improvements RPAL agreed may remain), at TVS's cost, which cost shall be due by TVS upya demand •iB'om:

RPAL. tfTVS fails to remove any peraonat pmperiy of TVS or invitew or sub-Ucetise^i, JEIPAL may, at its option, remove and stofe ttue property at the sole cost and expenso ofTWS (payable upon demand^ and at the sole risk of TVS arid without fiirther fesponsdbility on fh6 part of RPAL, RPAL may sell or dn^}os& of the same in ac6ordance with RPAUs storgge of property Sub-Lease Agfeemeut Page 5 of 8
policies Attd all due process. WS heareby waives all olaims for damages that may be caused by RPALfe-eritering and taking pQSsession of the Ptemises and removnng or disposing of said goods and JHxtupes as hefein provided.

19. TenaiuattoM Due fo Default, RPAL shall notify TVS in writing of a default by TVS under this Agreement, mfcluduig a nasonably detailed description of the default. In. the event of default, TVS stoll have (i) ten (10) busiiusss days fi-om (He date of RPAUs written notice to cure any monetary default described itt sucli notice, and/or (ii) thjirty (30) days fi-om the date of RPAL's written notice to cure attyfton-ttiohctaiy default described in such notice, provided, however, that if the nature of de&ult would require morfc than fhiriy (30) days, then. the breaching jiarty shaU have sucli reasonalile time as may bes necessary (not to exceed niuety (90) days) to cure the default, so long as said has commenced such cure wlthm the initial 30-day period and contiuyefi in good faiA to proseoute (he same to completion. ICTVS fails to cure (he default within (he period described above to the satisftction offiiML, RPAL shall have the option, itt its sole and absolute discretion, to tmmnate this Agreement. jlfTVS bireaches or fails to perform any of its obligations under fhisAgteeinent, and Ifte notice aod tipportuaily to cure has bcea given fe> TVS a8 provided above, RPAL may, but shall be uoder Duo obligation to, oure TVS's breach. Prior to eiGFectiug sufch cute, RPAL shell give TVS written notiw of ifa fatent to cure. Any amount expended by WAL, along with flie maxumtttl legal tafe ofjuterest riot to exceed teii (10) psixoerstpvsr awttujm, shall fee rettnbursable by TVS to RJRAL, immediately upon requcstby RPAL. Dcifaults under tbisAgreement include, hut are not fimited to, the JE'oIlowing:
(a) JPailm-B topayanyjnonetaty c<iinsideratioft whcttdueimdetthis Agrcemeat. (b) Failure to use the Ptemises in accordance with this Agreement or use of the Premises far putppses not specified in this Agreement,
(c) Failure to ixwNaitt and jkecp the "Premises in good fepau' as d%cribed ill this Agreement
(d) yailure to comply with any insurattc6 fiequiremente pf&isAgteetneut. (e) Taihirc to reimNrse RPAL for any cost paid by RPAL ftatTYE! is obligated to pay under this Agreement, hcluding, but ttot limited to, the cost ofiestQratto.Q, repatr, maintenance and any other expease imdear the Agyeemenfc (f) Failure to keep the Pj;enuses jftw and clear of any Hens, (g) Assignment of this Agreement or encumbetiag the Premises witho'ut tfie prior written consent ofRPAL.
^h) Failure to comply with all applicable Uws.
(i) TVS's (1) filing for bankrupt^, dissolutioa, iorreoi^smi&ation, or failuteto pbtam a-fall dismissal of any such inwlutttaiy filingbiought by another party befora the earlier of final relief of sixty (60) days after the filing; (2) making a general assigamentfoy the benefit of creditots; (3) applying for the appointment of a receiver, trustee, custodian, or Kguidator, or failure to obtain a full dismissal of any such involuntary application brought by another party before the eariier of final jreliefor sixty (66) days after file filmg; (4) insolvenoy; or (5) iailure, inability, or admission in writing of its inability to pay its debts as they become due.

Sub-LeaseAgEreemeat Page 6 of 8
(}) Failure to oomply wltli any other obHgatiohs of TVS under this Agyeemeat In addition to die right efKPAL to tenniriate Ms Agreement in conuectioft with a default of TVS, RPAL shall be eatifled to exercise all otfaer rights and remedies available to it at law or in equity and/or under Ais Agreement.
20, No Waiver. The waiver by either party of any breach ox default by the other party ofaay provision of this Agreement shall not constitute a continuing waiver or a waiver of any subsequent bleach by a party of the same or another provision.

21. Iateirut>ti6n of Use. If use of the Premises is materially interrupted or rendered unlawful or unsafe as a result of any jgovenunenffll action, (other than dny grossly aegligent act ofRPAL), othct caJattiity, or other force mtyeure went, RPAL and TVS ^all havi? the option to tenninate this Agreement upon twenty-four (24) hours' wtittetiAotiics.

22. I>amage or Condemnatioa. If all or part of Premises is destroyed oy damaged from any; cause amd the resulting damages or fowe majeureftystrates TVS'suse ofPreBns^s pr causes the use ofPreamgiesto be unfit for (he Neadcsd purpose oy use described in tfiis Agreeimcntor creatc|s diussafe oirhazai'dous condition, eifher party stall liave the option to termmte ^his Agreement upon thirty (30) days* written notice to (he other party. In any event, KEAL ghaU not have any :
obligatiloa to TVS under wy circumstances toTepiair any daftwge toPremises or to rebuild any structure on Premises. If all or part ofPremises is taken under tfae power of eminent domain, or sold under (he ffareat ofcpndemnatiriiEi, either party shall have the optioa to tcattutiate the Agreement upon thirty (30) days* writteft notice to the othca-party.

23. Moldover; If TVS fails to vacate tfae Prettuses by 11:59 p.to. ott&e Expiratidn Date or upon earlier termination, then this Agreement shall contmue on a month-to-moath basis, and T^S shall bewvsK a holdover T^S subject to the Veafms arid co&ditiottofAis Agretemcnt. During the holdovet period, RPAL and TVS shall fiach be erititted to tetoitiate ttus Agreement witti thirty (30) days^witten notice to the fi&er party, aftid tfiercafiei,, the Agreement; shall terminate on tfae fhtrtieth (30th) day following the date of the notice. All other tenns of the Agreewerit'shall remain in effect

24. Notices. Notices uodter this Agreement may he made by petsottal doliveiy to Ae individuats spccifi6d below or by prepaid, registered, or (?ertified mail, Ksfiam- receipt requested, addressed as lEoUowss
ibmi... ^-e/A ^^ / '£>t^d- •2) /<e,£c-7D/5
To TVS: ^*Q^ jkiUA^^y &^C-
Attn; Salgf Hiridman, Executive Duector
Hither pwfy with a written notice to file other party may change the address ahd person designated for notice under this Agreement.

25. Entire Agreemetat, This Agtsemimt coBtains the entiro undeistapdbg between the parties relating to this trausaetion and may not be amended except iti writmg signed by both parties.
gub-Lease Agreement Page 7 of S
26, . Litigatiou Costs. If an actiott is cojrronenced to eiiforce any provision of tliisAgiieemeat, the prevailing party sliall be entitled to recover i-easonable attorney's fees in addiUon to other costs and fees from the other party.

27. Exhibits. All exhibits referenced in this Agreement are attached hereto and made a part of &ig Agreement

28. Counterparte, This Agreement may bs executed in Identical cotittterpart copies, each of which shall be an original, but all of which taken together shaU constitute one and the same agreement. A PDP copy of a pat1y*s sigtiature on this Apeemeht sliall constitute an origmal and be bwding on all parties when assembled into a fiitiy executed Agi'eetnettt.

IN WITNESS WHEREOF, the parties hftve executed this Agreement on the day and year writtenabove.

BPAL:TVS:

Name:^M^
By;L^-—
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Sub-Lease AgrcsinentPage 8 of 8

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