Burnham Storage (Focus Commercial) ~ LE181004 ~ Lease Agreement Between Burnham Storage (Focus Commercial) And City Of Tigard - Unit F029 Burnham Business
LEASE AGREEMENT
1. BASIC LEASE TERMS
a. DATE OF LEASE(for reference purposes only):October 27.2017
b. TENANT: City of Tigard
1) Business Name:
2) Address(Premises): 8900 SW Burnham,Ste. F029,Tigard, Oregon 97223
3) Address(Notice): 13125 SW Hall Blvd
Tigard,OR 97223
c. LANDLORD: Burnham Business&Storage. L.L.C.
1) Address (For Notices): c/o Focus Commercial, Inc. 8900 SW Burnham, Tigard, OR 97223, or to such other
place from time to time designated.
d. LANDLORDS DESIGNATED AGENT: Focus Commercial.Inc.
e. BUSINESS NAME/TENANT'S USE OF PREMISES:
f. PREMISES AREA:940+/-rentable square feet
g. TERM OF LEASE: Commencement Date:January 1.2018 Expiration Date: December 31.2018
h. TENANT NOTICE TO VACATE: Under every circumstance, Tenant must provide Landlord with a thirty 30 day
written notice of Tenant's intent to terminate and vacate these Premises either on or after the expiration date or any
self-imposed extension thereof. Except if Tenant is in default of Lease, Landlord must provide Tenant with a thirty(30)
day notice of Landlord's intent to terminate the Lease. In the event Tenant fails to notify Landlord of Tenant's intent to
vacate these Premises in a timely matter, Tenant will continue to be obligated to pay all rent(s) and other applicable
charges due and payable, per the terms of the Lease,from the date Tenant's thirty(30)day notice to Landlord is given
until the expiration of the thirty(30) day notice period, even if that thirty (30) day period extends beyond the expiration
date of the Lease.
I. INITIAL MONTHLY RENT:$915.00(Make Checks Payable to Focus Commercial.Inc.)
j. TOTAL SECURITY DEPOSIT: $0.00
k. PERSONAL GUARANTORS: The obligations of the Tenant under the lease are to be personally guaranteed. If
additional Guarantors are required,see Lease Guaranty Exhibit.
2. PREMISES AS IS. Landlord hereby leases to Tenant the Premises described in Section 1 and in Floor Plan Exhibit(s)(the
"Premises"). By entry on the Premises, Tenant acknowledges that it has examined the Premises and accepts the
Premises in its as is condition.
3. LEASE TERM. The term of this Lease is for the period set forth in Section 1(g). If Landlord,for any reason, cannot deliver
possession of the Premises to Tenant on the Commencement Date, this Lease shall not be void or voidable, except as
expressly set forth herein, nor shall Landlord be liable to Tenant for any loss or damage resulting from such delay. In the
event Landlord cannot deliver the Premises within ninety (90) days of the Commencement Date, Tenant's sole and
exclusive remedy shall be to declare the Lease null and void and shall be entitled to a full refund of the security deposit.
4. RENT PAYMENT. Tenant shall pay Landlord monthly rent in the amount set forth in Section 1(i), which shall be payable
monthly on or before the first day of each calendar month. All rent shall be paid to Landlord, at the address shown in
Section 1(c), or such other place as Landlord may designate in writing from time to time.All rent shall be paid without prior
demand or notice and without deduction or offset for any reason whatsoever. All rent due for any partial month shall be
prorated at the rate of 1/30th of the total monthly rent per day. If any rent or other sum due from Tenant is not received by
the fifth 5th day of any month of this Lease,Tenant shall pay to Landlord an additional sum equal to ten percent(10%)
of such overdue payment.All such delinquent rent or other sums, plus this late charge shall bear interest at twelve percent
(12%) per annum. Any payments of any kind returned by any financial institution will be subject to an additional handling
charge of$35.00, and thereafter, Landlord may require Tenant to pay the next three payments of rent or other sums due,
by cashier's check, money order or credit card (if available). Any time rent is paid after 5:00 PM on the tenth (10th)day of
the month, for whatever reason, the payment must be in the form of a cashier's check, money order, or credit card (if
available), provided that the Landlord, in the Landlord's sole and absolute discretion, may refuse to accept any such late
payment.All other monetary obligations to be paid by Tenant under the terms of this Lease shall constitute additional rent.
5. SECURITY DEPOSIT. Upon execution of this Lease, Tenant shall deliver the security deposit set forth in Section 10)with
Landlord. If Tenant shall be in default in payment of rent or any other sum due Landlord as additional rent, Landlord may
apply all or a part of the security deposit for such payment. Landlord may also apply all or a part of the deposit to repair
and restore the Premises during or upon the termination of the tenancy created by this Lease. If Landlord applies all or any
portion of the security deposit during the term of this Lease, Landlord may require Tenant to replenish the security deposit
amount within five (5) days after written notice from Landlord, in immediately available funds in an amount sufficient to
restore the deposit to its original amount. Landlord's obligation with respect to the deposit is that of a debtor and not a
trustee, and Landlord may co-mingle the security deposit with Landlord's general funds. Landlord shall not be required to
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pay Tenant interest, nor shall acceptance of the deposit constitute Landlord's acceptance of this Lease. If Tenant is not in
breach at the termination of this Lease, Landlord shall return the security deposit to Tenant, after taking into account any
amounts applied by Landlord for payment of rent or costs of repair or restoration of the Premises.
6. CONDUCT OF TENANT AND GUESTS. Tenant shall not violate any governmental law, regulation, ordinance, or code, in
the use of the Premises, commit waste, create a nuisance or otherwise interfere with the quiet use and enjoyment of other
tenants of Landlord. Tenant shall be responsible for all costs required to mitigate any nuisance or interference with other
tenants. The Tenant, its business invitees, licensees, guests, agents, and contractors shall not annoy, molest, or interfere
with any other tenant.
7. PETS. Except as allowed or required under applicable law, no pets or animals of any kind shall be brought on the
premises without the prior written consent of the Landlord. In the event that such written consent is given, the Tenant
agrees to keep such pets restrained at all times, and not to allow such pets to disturb any neighbors, and to keep the
Premises clean and odorless.
8. USE OF PREMISES.
a. Permitted Use. Tenant shall use and occupy the Premises only for the agreed Use of Premises, and for no other
purpose. No act shall be done in or about the Premises which will in any way increase the existing rate of insurance on
the Project or make void or voidable any insurance then in force with respect to the Premises.
b. Controlled Substances.The use of the Premises for a Controlled Substances Use or use in any manner that violates
or could violate any Controlled Substances Laws, including,without limitation, any business, communications, financial
transactions or other activities related to Controlled Substances or a Controlled Substances Use that violate or could
violate any Controlled Substances Laws (collectively, "Drug-Related Activities") is strictly prohibited. For purposes of
this section, (a)"Controlled Substances Laws" means the Federal Controlled Substances Act(21 U.S.C. §801 et seq.)
or any other similar or related federal, state or local law, ordinance, code, rule, regulation or order; (b) "Controlled
Substances" means marijuana, cannabis or other controlled substances as defined in the Federal Controlled
Substances Act or that otherwise are illegal or regulated under any Controlled Substances Laws; and (c)"Controlled
Substances Use" means any cultivation, growth, creation, production, manufacture, sale, distribution, storage,
handling, possession or other use of a Controlled Substance. The provisions of this section shall apply notwithstanding
any state or local law permitting the Controlled Substances Use or Drug-Related Activities.
c. No Warranty as to Use, Zoning, or Access. Tenant hereby acknowledges that Landlord has not made any
representation or warranty to Tenant with regard to the suitability of the Premises for Tenant's intended use, or the
applicability of any zoning or other land use law, regulations, codes, ordinance, or other restrictions which may be
applicable to Tenant's intended use of the Premises. Tenant acknowledges that it is Tenant's sole responsibility to
verify and determine the suitability of the Premises for Tenant's intended use, occupancy type and applicability of
zoning or other land use law, regulation, or other restrictions. Tenant is aware that the Premises which are the subject
of this lease have not been inspected by a Certified Access Specialist. Landlord makes no representations, express or
implied, as to the compliance of the Premises, the Building, or the Project with applicable construction related
accessibility standards.
d. Occupancy Type, Permits, Licenses. Should any governmental authority require any improvements, modifications,
certificates of occupancy, licenses, and/or permits of any kind, including but not limited to, a Conditional Use Permit
due to Tenant's use and/or occupancy of the Premises, all such improvements, modifications, certificates, licenses,
and/or permits shall be provided by Tenant,at Tenant's sole cost and expense.
e. Hazardous Substance.
1) Hazardous Materials. Neither Tenant nor Tenant's agents or employees shall cause or permit any Hazardous
Material, as hereinafter defined, to be brought upon, stored, used, generated, released into the environment, or
disposed of on, in, under, or about the Premises, except reasonable quantities of cleaning supplies and office
supplies necessary to or required as part of Tenant's business that are generated, used, kept, stored, or disposed
of in a manner that complies with all laws regulating any such Hazardous Materials and with good business
practices. Tenant covenants to remove from the Premises (or the Building, if applicable), upon the expiration or
sooner termination of this Lease and at Tenant's sole cost and expense, any and all Hazardous Materials brought
upon, stored, used, generated, or released into the environment during the term of this Lease. To the fullest extent
permitted by law, Tenant hereby agrees to indemnify, defend, protect, and hold harmless Landlord, Landlord's
managing agent, and their respective agents and employees, and their respective successors and assigns, from
any and all claims,judgments, damages, penalties, fines, costs, liabilities, and losses that arise during or after the
term directly or indirectly from the use, storage, disposal, release or presence of Hazardous Materials on, in, or
about the Premises that occurs during the term of this Lease. Tenant shall promptly notify Landlord of any release
of Hazardous Materials in, on, or about the Premises that Tenant or Tenant's agents or employees become aware
of during the Term of this Lease, whether caused by Tenant, Tenant's agents or employees, or any other persons
or entities. As used herein, the term "Hazardous Material" means any hazardous or toxic substance, material, or
waste that is or becomes regulated by any local governmental authority, the state of Oregon, or the United States
government. The term "Hazardous Material" includes, without limitation, any material or substance that is (i)
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defined as a "hazardous waste," "extremely hazardous waste," "restricted hazardous waste," "hazardous
substance,""hazardous material,"or"waste" under any federal, state, or local law, (ii)petroleum, and (iii)asbestos.
The provisions of this Section 8.e., including,without limitation, the indemnification provisions set forth herein,shall
survive any termination of this Lease.
f. Mold. Tenant shall not allow or permit any conduct or omission at the Premises, or anywhere on Landlord's property,
that will promote or allow the production or growth of mold, spores, fungus, or any other similar organism, and shall
indemnify and hold Landlord harmless from any claim, demand, cost and expense (including attorney fees) arising
from or caused by Tenant's failure to strictly comply with its obligations under this provision.
9. SIGNS. Tenant's signage shall comply with rules and regulations set forth by Landlord as may be modified from time to
time, and with all applicable laws, regulations, codes, and/or ordinances promulgated by any governmental authority from
time to time, having jurisdiction over the Premises. Current rules and regulations relating to signs are described as follows:
(a) Tenant shall place company name or logo on Premises window unless sign blank has been provided. All sign blanks
are the property of the Landlord, (b) if sign blank has been provided, Tenant shall place company name/logo on sign blank
only, (c)the sign blank must have a size, shape, composition, design, and color to be specified by Landlord; and (d)the
style and size of the individual company's name may vary on the sign blank, subject to Landlord's written approval, (e)
Tenant shall be responsible for its cost and to ensure the signs comply with all landlord rules and regulations, and with all
applicable laws, regulations, codes, and/or ordinances mentioned above, (f)Tenant shall submit a sketch of all proposed
s�ci ns to the Landlord for written approval. (g)Tenant shall not place any signage in landscape areas,walkways and other
public areas or anything on, against, or near any glass partitions, doors or windows without Landlord's prior written
consent.
10. PARKING. Landlord grants to Tenant and Tenant's customers,suppliers, employees and invitees, a non-exclusive license
to use the designated parking areas in the Project for the use of motor vehicles only and shall not overburden parking.
Landlord reserves the right to establish rules and regulations on parking, including some specific rules which are (but not
limited to) the following: (a) all automobiles must be operational and have current license plate tags (no wrecked or
unsightly vehicles); (b) no overnight parking; and no parking of recreational vehicles, boats, trailers, and inoperative
vehicles; (c)the number of automobiles allowed is restricted to the Tenant's prorata share of available parking spaces; (d)
Tenants shall keep parking area clean of oil drippings and shall not repair vehicles outside of business unit; (e) parking
areas shall not be used for additional storage. Landlord may designate parking for individual tenants.Any violation of these
rules and regulations are subject to the remedies included in Section 25 of this lease.
11. UTILITIES. Tenant shall contract directly with the applicable service providers for garbage and directly pay for all gas,
electricity, telephone, cable, internet or other service metered utilities. If utilities are not separately metered to the
Premises, Landlord may install sub-meters in the future or make a reasonable allocation of any utility expenses to the
Tenant(including but not limited to water and sewer).All common areas shall be kept free of garbage, debris, and Tenant
garbage bins with the exception of the Tenant's bins on the scheduled garbage pick-up day. Tenant shall be responsible
for notifying the appropriate utility provider on or before the commencement date for the purpose of activating and/or
placing such utilities in the Tenant's name. If Tenant fails to notify the appropriate utility provider and as a result Landlord
incurs any additional expenses,such expenses will be charged to Tenant.
12.CONDITION OF THE PREMISES. Tenant has thoroughly examined the Premises. Tenant acknowledges that all items
and systems which service the Premises are in operative and satisfactory condition.
13.MAINTENANCE: WHO DOES WHAT. Landlord shall maintain and repair the exterior of the building and, the structural
components of the Premises, except in the event maintenance is required as the result of damage to the same which is
caused by Tenant. This includes only the foundations, bearing walls (excluding glass), and roof, the unexposed electrical,
plumbing and sewerage systems (excluding Tenant's negligence), those portions of the systems lying outside the
Premises, gutters and down spouts on the Project. In the event of emergency repairs, Tenant grants to Landlord the right
to enter the Premises to make such repairs. Landlord will not be liable to Tenant for failure to perform any maintenance
and/or repairs unless Tenant provides written notification to Landlord of the need for such maintenance and/or repairs.
Tenant maintains all portions of interior of space of the Premises which are not expressly stated to be the responsibility of
Landlord herein. Except as provided above Tenant shall maintain and provide repairs or replacements necessary to
maintain the Premises in good condition at Tenant's sole expense, including, without limitation, repair, maintenance, and
replacement of all mechanical equipment (including HVAC), maintaining and repairing all walls, floors, ceilings, interior
doors, exterior doors (including entryway and roll-up/garage doors), interior/exterior glass windows and fixtures as well as
damage caused by Tenant, its agents, employees, invitees or licensees. Tenant shall be responsible for the maintenance
and service of all fire extinguishers and janitorial services of the Premises.
Without relieving Tenant of liability resulting from Tenant's failure to perform good maintenance practices on the
mechanical/HVAC equipment, if the cost to repair the equipment is greater than fifty percent(50%)of the cost to replace it
as determined by the Landlord, then the item will be replaced by the Landlord. The cost of replacement will be prorated
between the parties and Tenant shall only be obligated to pay,for the number of months the Tenant has occupied space at
the property, an amount equal to 1/144th of the replacement cost for every month the Tenant has occupied the property.
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14. INTERIOR ALTERATIONS BY TENANT. Tenant shall not paint, change locks, install lighting fixtures or otherwise
redecorate or make alterations to the Premises without the prior written consent of Landlord, which may be withheld in
Landlord's sole and absolute discretion. Any alterations made shall remain on and be surrendered with the Premises upon
expiration or termination of the Lease and shall become the property of Landlord, except that Landlord may elect to require
Tenant to remove any alterations which Tenant may have made to the Premises during its tenancy. If Landlord so elects,
Tenant, at its own cost, shall restore the Premises to the condition designated by Landlord in its election, before the last
day of the term. Tenant shall secure all appropriate governmental approvals and permits, and shall complete such
alterations with due diligence in compliance with applicable laws and codes. Tenant shall pay all costs for such
construction and shall keep the Premises and the Project free and clear of all mechanics liens which may result from
construction by Tenant.
15.TENANT RELEASE AND INDEMNITY TO LANDLORD.Tenant agrees that Landlord shall not be liable to Tenant for any
damages to Tenant or Tenant's property from any cause, and Tenant waives all claims against Landlord for damage to
persons or property arising for any reason, except for damage resulting directly from Landlord's gross negligence or willful
misconduct. Except for Landlord's or its agent's gross negligence or willful misconduct, and/or breach of express
warranties, Tenant shall indemnify, protect, defend and hold harmless the Premises, Landlord and its agents, Landlord's
master or ground landlord, partners and Lenders, from and against any and all claims, loss of rents and/or damages,
costs, liens, judgments, penalties, loss of permits, attorneys' and consultants' fees, expenses and/or liabilities arising out
of, involving, or in connection with, the occupancy of the Premises by Tenant, the conduct of Tenant's business, any act,
omission or neglect of Tenant, its agents, contractors, employees or invitees, and out of any Default or Breach by Tenant
in the performance in a timely manner of any obligation on Tenant's part to be performed under this Lease. The foregoing
shall include, but not be limited to, the defense or pursuit of any claim or any action or proceeding involved therein, and
whether or not (in the case of claims made against Landlord) litigated and/or reduced to judgment. In case any action or
proceeding be brought against Landlord by reason of any of the foregoing matters, Tenant upon notice from Landlord shall
defend the same at Tenant's expense by counsel reasonably satisfactory to Landlord and Landlord shall cooperate with
Tenant in such defense. Landlord need not have first paid any such claim in order to be so indemnified.
16. REQUIRED INSURANCE. Tenant, at its cost, shall maintain public liability and property damage insurance and product
liability insurance with a single combined liability limit of at least$1,000,000 per occurrence and $2,000,000 in aggregate,
insuring against all liability of Tenant and its authorized representatives arising out of or in connection with Tenant's use or
occupancy of the Premises. Landlord and its Designated Agent should be named as additional insured. On all its personal
property, at its cost, Tenant shall maintain a policy of standard fire and extended coverage insurance with vandalism and
malicious mischief endorsements and "all risk" coverage on all Tenant's improvements or alterations in the Premises for
replacement of personal property and the restoration of Tenant's improvements or alterations.All insurance required to be
provided by Tenant under this Lease shall release Landlord from any claims for damages to any person or the Premises
and the Project, and to Tenant's fixtures, personal property, improvements and alterations in or on the Premises or the
Project, caused by or resulting from risks insured against under any insurance policy carried by Tenant in force at the time
of such damage. All insurance required to be provided by Tenant under this Lease (a) shall be issued by insurance
companies authorized to do business in the state in which the Premises are located, (b) shall be issued as a primary
policy; and (c) shall require at least thirty (30) days prior written notice of cancellation to Landlord and Landlord's lender,
before cancellation or change in coverage,scope or amount of any policy.Tenant shall deliver a certificate or copy of such
policy together with evidence of payment of all current premiums to Landlord prior to occupancy.Tenant's failure to provide
evidence of such coverage to Landlord within ten (10)days of written request may, in Landlord's sole discretion, constitute
a default under this Lease. Landlord does NOT insure Tenant for any personal injury or property damage, including that
caused by the act or omission of any other tenant or third parry or by any criminal act or activity,war, riot, insurrection,fire,
or act of God.
17. FIRE OR CASUALTY. In case of damage, Landlord may elect to terminate this lease by notice in writing to Tenant within
thirty (30) days after such date. If this lease is not terminated, Landlord shall, to the extent insurance proceeds are
available, promptly restore the Premises to the condition existing just prior to the damage.Tenant shall promptly restore all
damage to tenant improvements or alterations installed by Tenant or pay the cost of such restoration to Landlord if
Landlord elects to do the restoration of such improvements. If Landlord restores the Premises, and damage was caused in
connection with Tenants use of the Premises or Tenant is otherwise negligent then Tenant or Tenants insurance company
will reimburse all Landlords restoration costs. Rent shall be reduced from the date of damage until the date restoration
work being performed by Landlord is substantially complete,with the reduction to be in proportion the area of the Premises
not useable by Tenant.
18.WAIVER OF SUBROGATION. Tenant shall be responsible for insuring its personal property and trade fixtures located on
the Premises and any alterations or tenant improvements it has made to the Premises. Neither Landlord, Landlord's
agents, nor Tenant shall be liable to the other for any loss or damage caused by water damage, sprinkler leakage, or any
of the risks that are covered by the property insurance or could be covered by a customary broad form of property
insurance policy, or for any business interruption, and there shall be no subrogated claim by one party's insurance carrier
against the other party arising out of any such loss. This waiver is binding only if it does not invalidate the insurance
coverage of either party hereto.
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19. EMINENT DOMAIN. If a condemning authority takes title by eminent domain or by agreement in lieu thereof to the entire
Building or a portion sufficient to render the Premises unsuitable for Tenant's use, then either parry may elect to terminate
this Lease effective on the date that possession is taken by the condemning authority. Rent shall be reduced for the
remainder of the Lease Term in an amount proportionate to the reduction in area of the Premises caused by the taking.All
condemnation proceeds shall belong to Landlord, and Tenant shall have no claim against Landlord or the condemnation
award because of the taking.
20.ASSIGNMENT OR SUBLEASE.Tenant shall not assign, transfer, mortgage, sublet, or otherwise transfer or encumber all
or any part of Tenant's interest in this Lease or the Premises or sublease without first obtaining Landlord's written consent,
which may be withheld in Landlord's sole and absolute discretion. Any attempted assignment, transfer, mortgage,
encumbrance or subletting without Landlord's written consent shall be void and at Landlord's election, shall constitute a
default. Regardless of Landlord's consent, no subletting or assignment shall release Tenant of Tenant's obligation or alter
the primary liability of Tenant to pay the rent and to perform all other obligations to be performed by Tenant hereunder, and
no assignment shall be effective unless and until the assignee executes a written instrument, in form acceptable to
Landlord, assuming all of Tenant's obligations under this Lease.The acceptance of rent by Landlord from any other person
shall not be deemed to be a waiver by Landlord of any provision hereof. Consent to one assignment or subletting shall not
be deemed consent to any subsequent assignment or subletting.
21. ESTOPPEL CERTIFICATE. (a) Tenant shall at any time upon not less than ten (10) days prior written notice from
Landlord execute, acknowledge and deliver to Landlord a written estoppel certificate or a third party agreement among
Landlord, Tenant and Landlord's mortgagee or beneficiary of a deed of trust(i)certifying that this Lease is unmodified and
in full force and effect(or, if modified, stating the nature of such modification and certifying that this Lease, as so modified,
is in full force and effect) and the date to which the rent and other charges are paid in advance, if any; (ii) acknowledging
that there are not, to Tenant's knowledge, any uncured defaults on the part of Landlord hereunder, or specifying such
defaults if any are claimed; (iii)setting forth such other statements(if true)with respect to this Lease as may be reasonably
requested by Landlord or Landlord's mortgagee or beneficiary of a trust deed; and (iv)agreeing to such notice provisions
and other matters as such mortgagee or beneficiary of a deed of trust may reasonably require in connection with
Landlord's financing. Any prospective purchaser or encumbrancer of the Project may conclusively rely upon any such
estoppel certificate or third party agreement. (b) Tenant's failure to deliver such statement within such time shall be
conclusive upon Tenant(i)that this Lease is in full force and effect, without modification except as may be represented by
Landlord, (ii)that there are no uncured defaults in Landlord's performance, and (iii) that not more than one month's rent
has been paid in advance. (c) If Landlord desires to finance or refinance the Project or any part thereof, Tenant hereby
agrees to deliver to any lender designated by Landlord such financial statements of Tenant as may be reasonably required
by such lender. Such statements shall include the past three years' financial statements of Tenant. All such financial
statements shall be received by Landlord in confidence and shall be used only for the purposes herein set forth.
22.SUBORDINATION. (a)This Lease shall be automatically subordinate to any ground lease, mortgage, deed of trust,or any
other hypothecation for security now or hereafter placed upon the Project and to any and all advances made on the
security thereof and to all renewals, modifications, consolidations, replacements and extensions thereof. If any mortgagee,
trustee, or ground landlord shall elect to have this Lease prior to the lien of a mortgage, deed of trust or ground lease, and
shall give written notice thereof to Tenant, this Lease shall be automatically deemed prior to such mortgage, deed of trust
or ground lease, whether this Lease is dated prior or subsequent to the date of said mortgage, deed of trust, or ground
lease or the date of recording thereof. (b) Tenant agrees to execute any documents required to further evidence or
effectuate such subordination or to make this Lease prior to the lien of any mortgage, deed of trust or ground lease,as the
case may be, and failing to do so within ten (10)days after written demand, does hereby make, constitute, and irrevocably
appoint Landlord as Tenant's attorney in fact and in Tenant's name, place and stead,to do so.
23.ATTORNMENT. In the event any proceedings are brought for foreclosure, or in the event of the exercise of the power of
sale under any mortgage or deed of trust covering the Premises, the Tenant shall attorn to the purchaser upon any such
foreclosure or sale and recognize such purchaser as the Landlord under this Lease.
24. DEFAULT. The occurrence of any of the following shall constitute a default by Tenant. (a)A failure to pay rent or other
charge by the tenth (10th)day of any month or(b) Failure to perform any other provision of this Lease,within ten(10)days
written notice from Landlord.Any of the following shall constitute an"Event of Default" by Tenant under this Lease (time of
performance being of the essence of this Lease):
(a) Tenant's failure to timely pay Rent or any other charge under this Lease within ten(10)days after it is due;
(b) Tenant's failure to comply with any other term or condition within twenty (20) days following written notice from
Landlord specifying the noncompliance. If such noncompliance cannot be cured within the twenty (20)-day period, this
provision shall be satisfied if Tenant commences correction within such period and thereafter proceeds in good faith
and with reasonable diligence to complete correction as soon as possible but not later than ninety (90) days after the
date of Landlord's notice;
(c) Failure of Tenant to execute the documents described in Sections 21 and 22 within the time required under such
Sections; failure of Tenant to provide or maintain the insurance required of Tenant herein; or failure of Tenant to
comply with any Laws as required herein within twenty-four(24)hours after written demand by Landlord;
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(d) Tenant's insolvency, business failure or assignment for the benefit of its creditors. Tenant's commencement of
proceedings under any provision of any bankruptcy or insolvency law or failure to obtain dismissal of any petition filed
against it under such laws within the time required to answer; or the appointment of a receiver for all or any portion of
Tenant's properties or financial records;
(e) Assignment or subletting by Tenant in violation of this Lease;or
(f) Vacation or abandonment of the Premises without the written consent of Landlord or failure to occupy the Premises
within twenty(20)days after notice from Landlord tendering possession.
25. LANDLORD'S REMEDIES. Landlord shall have the following remedies if Tenant is in default. (These remedies are not
exclusive;they are cumulative and in addition to any remedies available to Landlord at law or in equity.
(a) Landlord may terminate Tenant's right to possession, or lock Tenant out of the Premises at any time in accordance
with applicable law. Upon termination of Tenant's right to possession, Landlord has the right to recover from Tenant;
(1) unpaid rent due at the time of termination of Tenant's right to possession; (2) rent that would have been earned
after the date of termination of Tenant's right to possession; (3)the value of any special promotion or rent concessions
that were provided to the Tenant at the commencement of the Lease. (4) any other amount, including necessary
renovation and alteration of the Premises and court, attorney and collection costs, necessary to compensate Landlord
for all detriment proximately caused by Tenant's default.
(b) Re-enter the Premises, without terminating this Lease, and remove any property from the Premises, in which case
Landlord shall be entitled to enforce all of Landlord's rights and remedies under this Lease, including the right to
recover the rent and all other amounts due hereunder as they become due. No re-entry or taking possession of the
Premises by Landlord pursuant to this Section 25.b or other action on Landlord's part shall be construed as an election
to terminate the Lease unless a written notice of such intention is given to Tenant or unless the termination thereof is
decreed by a court of competent jurisdiction. Landlord's election not to terminate this Lease pursuant to this Section
25.b or pursuant to any other provision of this Lease shall not preclude Landlord from subsequently electing to
terminate this Lease or pursuing any of its other remedies.
(c) 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, including the right to recover the rent and all other amounts due hereunder as they become due.
(d) Pursue any other or additional remedy now or hereafter available to Landlord under the laws or judicial decisions of the
State, including,without limitation, the imposition of a landlord's lien against any property located within the Premises.
In the event Landlord shall by conduct or otherwise waive any one portion or provision of this Lease, it shall not
constitute a waiver of any covenant of this Lease. Failure by Landlord to enforce any term hereof or to exercise any
right or remedy available to Landlord shall not be deemed a waiver by Landlord of Landlord's rights to enforce such
terms. The acceptance of rent by Landlord with knowledge of a breach by Tenant shall not constitute a waiver of
Landlord's right to enforce any term in this Lease.
26.RIGHT TO CURE. Landlord may, but shall not be obligated to, make any payment or perform any obligation that Tenant
has failed to perform when required under this Lease. All of Landlord's expenditures incurred to correct Tenant's failure to
perform shall be reimbursed by Tenant upon demand with interest from the date of expenditure at the rate of one and
one-half percent (1 '/2%) per month. Landlord's right to correct Tenant's failure to perform is for the sole protection of
Landlord and the existence of this right shall not release Tenant from the obligation to perform all the covenants herein
required to be performed by Tenant, or deprive Landlord of any other right Landlord may have by reason of an Event of
Default,whether or not Landlord exercises its right under this Section.
27. LANDLORD ENTRY ON PREMISES. Landlord and its authorized representatives shall have the right to enter the
Premises at all reasonable times for any of the following purposes: (a) to determine whether the Premises are in good
condition and whether Tenant is complying with its obligations under this Lease; (b)to do any necessary maintenance; or
(c)to do any other act or thing necessary for the safety or preservation of the Premises or the Project. Landlord shall not
be liable in any manner for any inconvenience, disturbance, loss of business, nuisance or other damage arising out of
Landlord's entry onto the Premises as provided in this Section 27. Landlord shall at all times have and retain a key with
which to unlock all the doors in, upon and about the Premises, excluding Tenant's vaults and safes. Tenant shall not alter
any lock or install a new or additional lock or bolt on any door of the Premises without prior written consent of Landlord. If
Landlord gives its consent in writing,Tenant shall furnish Landlord with a key for any such lock.
28.NOTICE. Any notice, demand, request, consent, approval or communication desired by either Landlord or Tenant or
required to be given, shall be in writing and served either personally or sent by first class mail, addressed as set forth in
Section 1. Either Landlord or Tenant may change its address by written notification to the other party.
29. NO WAIVERS. In the event Landlord shall by conduct or otherwise waive any one portion or provision of this Lease, it
shall not constitute a waiver of any covenant of this Lease. Failure by Landlord to enforce any term hereof or to exercise
any right or remedy available to Landlord shall not be deemed a waiver by Landlord of Landlord's rights to enforce such
terms. The acceptance of rent by Landlord with knowledge of a breach by Tenant shall not constitute a waiver of
Landlord's right to enforce any term in this Lease.
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30. LANDLORD LEGAL FEES. In any litigation arising out of this Lease, including any bankruptcy proceeding, the prevailing
party shall be entitled to recover attorney fees at trial and on any appeal or petition for review. If Landlord incurs attorney
fees because of a default by Tenant, Tenant shall pay all such fees whether or not litigation is filed. If Landlord employs a
collection agency to recover delinquent charges, Tenant agrees to pay all collection agency and other fees charged to
Landlord in addition to Rent, late charges, interest,and other sums payable under this Lease.
31. HOLDOVER. If Tenant remains in possession of the Premises or any part thereof beyond the expiration of the Term
hereof, without the written consent of Landlord, Tenant shall be deemed a hold over tenant, for which Tenant shall pay
monthly rent in an amount equal to one hundred fifty percent(150%)of the rent in effect immediately prior to the expiration
of the Term plus all other charges payable hereunder, and upon all the terms hereof applicable to such a tenancy at
sufferance.
32.SURRENDER OF PREMISES (MOVING OUT). Upon vacating the Premises, Tenant shall surrender to Landlord the
Premises and all Tenant improvements and alterations in good condition, except for ordinary wear and tear,and except for
alterations Tenant has the right or is obligated to remove under the provisions of Section 14 herein. This means in the
same condition as received, excepting reasonable wear and tear. Stains, odors, holes or tears of any size or kind in the
carpeting, drapery or walls, among other conditions are considered "above and beyond" normal wear and tear. Tenant
shall remove all personal property including,without limitation,all decorative improvements or fixtures and shall perform all
restoration made necessary by the removal of any alterations before the expiration of the term, including for example,
restoring all wall surfaces to their condition prior to the commencement of this Lease. Landlord can elect to retain or
dispose of in any manner Tenant's personal property not removed from the Premises by Tenant prior to the expiration of
the term, in a manner consistent with applicable law. Tenant waives all claims against Landlord for any damage to Tenant
resulting from Landlord's retention or disposition of Tenant's personal property. Tenant shall be liable to Landlord for
Landlord's cost for storage, removal or disposal of Tenant's personal property.
33. LIMITATION OF LIABILITY TO PROPERTY. The obligations of Landlord under this Lease do not constitute personal
obligations of the individual members, managers, officers, or investors of Landlord, and Tenant shall look solely to the real
estate that is the subject of this Lease and to no other assets of Landlord for satisfaction of any liability in respect of this
Lease and will not seek recourse against the individual members, managers, officers, or investors of Landlord or any of
their personal assets for such satisfaction or for any deficiency judgment should Tenant be unable to satisfy any liability
owed to it. Tenant shall not name or serve any individual members, managers, officers, or investors of Landlord in any
proceeding arising from this Lease. In no event shall Landlord be liable under this Lease for any consequential, special,or
other similar types of damages, including, but not limited to damages from loss of business or business interruption, or
punitive damages.
34. MISCELLANEOUS PROVISIONS.
a. Time of Essence.Time is of the essence of each provision of this Lease.
b. Space Leased As Is. Unless otherwise stated in this Lease, the Premises are leased as is in the condition now
existing with no alterations or other work to be performed by Landlord.
c. Successor.This Lease shall be binding on and inure to the benefit of the Landlord,Tenant and their successors.
d. Landlord's Consent. Any consent required by Landlord under this Lease must be granted in writing and may be
withheld by Landlord in its sole and absolute discretion.
e. Force Majeure. If performance by Landlord of any portion of this Lease is made impossible by any prevention, delay,
or stoppage caused by governmental approvals, war, acts of terrorism, strikes, lockouts, labor disputes, acts of God,
inability to obtain services, labor, or materials or reasonable substitutes for those items, governmental actions, civil
commotions, fire or other casualty, or other causes beyond the reasonable control of Landlord, performance by
Landlord for a period equal to the period of that prevention,delay, or stoppage is excused.
f. Security Measures. Tenant acknowledges that the rental payable to Landlord does not include the cost of security
service or other security measures and that Landlord shall have no obligation whatsoever to provide same. Tenant
assumes all responsibility for the protection of the Premises,Tenant, its agents and invitees and their property from the
acts of third parties.
g. Commissions. The Landlord and Tenant represent that they have not had dealings with any real estate broker, finder
or other person with respect to this Lease in any manner who shall be compensated by Landlord. At the end of the
initial term of this Lease, should Tenant hire or require representation to negotiate any and all renewal or new leases in
the future with Landlord,any commissions or other brokerage fees shall be the responsibility of the Tenant.
h. Dispute Resolution. The provision of this Section shall govern disputes between the Landlord and Tenant, with the
exception of issues related to termination of the tenancy by Landlord and unlawful detainer/eviction issues. Landlord
and Tenant will attempt to resolve any dispute by communicating with each other in a personal meeting. If
unsuccessful, then mediation will be utilized with the Landlord selecting the mediator. Tenant is required to mediate
before taking further legal action in the formal court system. Landlord will pay costs of mediation.
I. Landlord's Successors. In the event of a sale or conveyance by Landlord of the Project, the same shall operate to
release Landlord from any liability under this Lease, and in such event Landlord's successor in interest shall be solely
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responsible for all obligations of Landlord under this Lease.
j. Counterparts. This Lease may be executed in counterparts, each of which will be deemed an original, but all of which
will constitute a single agreement. Facsimile, scanned and e-mailed or electronic signatures will be treated as original
signatures. At the request of any party, an originally executed document will be mailed following the sending of any
facsimile or scanned and e-mailed version.
k. No Other Terms. Lease and its written "exhibits" specified below constitute the entirety of terms of the tenancy; and
supersede any and all prior or contemporaneous verbal agreements and/or understandings. There have been and
there are no other representations, promises, or warranties regarding the tenancy property or the tenancy that have
been made by Landlord or anyone else to Tenant. No alteration or modification of this Lease will be valid unless it is in
writing and signed by Tenant and Landlord/Authorized Agent for Landlord.
I. Joint and Several Responsibility Guarantee. It is agreed and understood that each Tenant signatory is individually,
personally,jointly, and severally responsible for strict performance of every covenant and condition of this agreement
regardless of whether the particular signatory has vacated the Premises.
35.ANTI-TERRORISM LAW.Tenant represents and warrants to Landlord as follows:
(a) Neither Tenant, its constituents or affiliates nor any of their respective agents (collectively, the "Tenant Parties") is in
violation of any law relating to terrorism or money laundering, including, but not limited to, Executive Order No. 13224
on Terrorist Financing, the U.S. Secrecy Act, as amended by the Patriot Act, the Trading with the Enemy Act, the
International Emergency Economic Powers Act and all regulations promulgated thereunder, all as amended from time
to time(collectively,"Anti-Terrorism Law").
(b) No action, proceeding, investigation, charge, claim, report, or notice has been filed,commenced, or threatened against
any of the Tenant Parties alleging any violation of any Anti-Terrorism Law.
(c) None of the Tenant Parties has, after due inquiry, knowledge of any fact, event, circumstance, situation or condition
which could reasonably be expected to result in any action, proceeding, investigation, charge, claim, report, notice or
penalty being filed, commenced, threatened or imposed against any of them relating to any violation of or failure to
comply with any Anti-Terrorism Law.
(d) None of the Tenant Parties is a"Prohibited Person."A Prohibited Person means any of the following:
I. A person or entity that is"specially designated"on the most current list published by the U.S.Treasury Department
Office of Foreign Asset Control or which is owned, controlled by, or acting for or on behalf of any such person or
entity;
ii. A person of entity with whom Landlord is prohibited from dealing by any Anti-Terrorism Law.
iii. A person or entity that commits, threatens, or conspires to commit or supports "terrorism," as defined in any
Anti-Terrorism Law.
(e) None of the Tenant Parties:
I. Conducts any business or transactions or makes or receives any contribution of funds, goods, or services in
violation of any Anti-Terrorism Law;
ii. Engages in or conspires to engage in any transaction that evades or avoids, has the purpose of evading or
avoiding or attempts to violate any of the prohibitions of any Anti-Terrorism Law.
(f) Tenant covenants that it shall not:
I. Conduct any business or transaction or make or receive any contribution of funds,goods, or services in violation of
any Anti-Terrorism Law;
ii. Engage in or conspire to engage in any transaction that evades or avoids, has the purpose of evading or avoiding,
or attempts to violate any of the prohibitions of any Anti-Terrorism Law.
iii. Tenant agrees promptly to deliver to Landlord (but in any event within ten (10)days of Landlord's written request)
any certification or other evidence requested from time to time by Landlord, in its reasonable discretion, confirming
Tenant's compliance with the foregoing.
36.ADDITIONAL EXHIBITS: Additional exhibits lettered In Reference to section 813-Notwithstanding the foregoing,
Tenant is not using the Premises for a Controlled Substance Use when such other wise Prohibited activities are
performed by law enforcement officials.are attached hereto and made a part hereof.
IN WITNESS WHEREOF,The Landlord and Tenant hereto have executed this lease on the dates specified below:
CityefT' and(Tenant) Date Kurstin Aden(Owner/Agent) Date
6,L. a� J
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