Declaration CCP 585Cal. Super. - 6th Dist.April 27, 2021KIRKMAN J. HOFFMAN, CSBN 148663 HOFFMAN LAW GROUP, APC 2021 The Alameda, ¹275 San Jose, CA 95126 TEL: (408) 241-9620 EMAIL: info kirkhoffman.corn Attorney for Plaintiff 10 IN THE SUPERIOR COURT OF THE STATE OF CALIFORNIA IN AND FOR THE COUNTY OF SANTA CLARA 12 13 1402 CAMDEN LLC, Plaintiff, CASE NO.: 21 CV381279 DECLARATION OF HERON BABAEI IN SUPPORT OF DEFAULT COURT JUDGMENT 15 LIEM BUI, DBA BEST CLEANERS, ET AL., [PURSUANT TO CCP SECTION 585] 17 Defendants. 18 I, HERON BABAEI, declare as follows: 20 l. I am an individual over the age of eighteen years and am an officer and/or Managing 21 Member for 1402 CAMDEN LLC, the Plaintiff in this action. In such capacity, I have 22 personal knowledge of the facts set forth in this declaration. If sworn, I could and 23 would testify competently thereto. 25 2. On or about 11/1/2017, Defendant LIEM BUI, DBA BEST CLEANERS 26 27 28 ("Defendant"), as Tenant, rented and took possession of the commercial premises located at 2854 Alum Rock Avenue. San Jose. CA 95127. Santa Clara Countv (the DECLARATION IN SUPPORT OF DEFAULT COURT JUDGMENT Electronically Filed by Superior Court of CA, County of Santa Clara, on 9/24/2021 1:21 PM Reviewed By: R. Tien Case #21CV381279 Envelope: 7336451 "premises"), for a term of 60-months, pursuant to the terms and conditions set forth that certain lease agreement, dated 5/31/17. A true and correct copy of such lease is attached hereto as Exhibit 1 and are incorporated herein by reference. The signed copy of lease cannot be located at this time, but such document accurately reflects the agreement between Plaintiff and Defendant concerning the premises, and none of the 7 following facts of this case were denied by Defendant in this action. 8 3. As stated in Article 3 of the Lease, Defendant's initial base monthly rent was $5720.00/mo. Such base rent was increased to $6068.00 as of 11/1/19, and again to 10 $6250.00 per month, as of 11/1/20, including estimated NNN rent. Base monthly rent 11 was always due in advance on the first day of each month during Defendant*s tenancy. 12 4. Defendant defaulted under his rental obligation by failing to pay the rent that came due 13 for these commercial premises leaving a balance of $39.000.00 is past-due as of 4/15/21. Such ainount was for the period of 9/1/20-4/30/21, consisting of: the $3000 Is for September 2021, $3000 for October 2021, $3000 for November 2021, and $6,000 17 for each month for December 2021 through April 2021. 18 5. Defendant never submitted a declaration or notice of financial hardship related to 19 COVID-19 and never provided documentation to demonstrate that his failure to pay 20 rent was directly related to a substantial loss of income or out-of-pocket expenses 21 22 23 25 26 27 associated with the COVID-19 pandemic or any local, state, or federal governmental response to the pandemic, as required for protection under the Santa Clara County Urgency Ordinance No. NS-9.299 set seq. As a commercial tenant, Defendant was also not protected by the COVID-19 Tenant Relief Act of2020 (C.C.P. section 1179.01, et seq). 28 DECLARATION IN SUPPORT OF DEFAULT COURT JUDGMENT 6. On 4/17/21, I caused a written Five-Day Notice to Pay Rent or Quit, and the Required Statement of the Reason, Notice of Tenant's Rights under the Urgency Ordinance, and Notice of Emergency Rental Assistance Programs (together, "Notices"), to be served on Defendant at the premises pursuant to CCP 1161.1(a) and 1161(2). This 5-day Notice required that Defendant pay the estimated past-due amount of rent of 7 $39,000.00 or quit within 5-days, excluding Saturdays, Sundays, and other judicial s holidays, pursuant to such Notices and Section 13.1.2 of the Lease. A true and correct copy of such Notices are attached hereto as Exhibit 2 and incorporated herein by 10 reference. 11 7. The Notices were served on Defendant at the premises on 4/17/21, by a registered 12 process server, pursuant to CCP section 1162(b) (3). A true and correct copy of the 13 15 proof of service is attached hereto and incorporated herein, as Exhibit 3, and incorporated herein by reference. I 5 8. Defendant failed to comply with the Notices by their expiration date of4/26/21, 17 resulting in the filing of this unlawful detainer action on 4/27/21. 18 9. Defendant thereafter failed to file any response to the summons and complaint that was 19 served upon him, resulting in a default judgment for possession on 5/26/2021. (Proofs 20 of service and the Default Judgment are in the Court's file). The sheriffs eviction 21 enforced the writs of possession pursuant to the judgment for possession, and 23 completed the eviction on 6/23/2021. 24 10. Defendant filed a motion to set aside the default judgment after eviction, which was 25 27 heard on 8/20/21. Plaintiff s attorney opposed such motion, appearing via telephonic CourtCall appearance, and successfully defeated Defendant's motion. 28 DECLARATION IN SUPPORT OF DEFAULT COURT JUDGMENT 11. Plaintiff has received no money for the unpaid rent or holdover damages through the date of the sheriff s eviction on 6/23/21. Therefore, Plaintiff brings this application/motion for unpaid rent, holdover damages, and costs of suit, as follows: (a) $39.000.00, as the actual, unpaid rent through 4/30/21, as set forth in the 5-day Notice (Ex. 2); (b) $ 11.041.49, as the daily holdover damages from 5/1/21 (the day atter the period 8 of rent covered in the 5-day Notice) through 6/22/21 (the day before Plaintiff received possession of the premises from the sheriff on 6/23/21) (53 days x 10 13 15 16 17 18 19 20 21 $208.33=$ 11,041.49). The fair rental value of the premises is at least $208.33 per day, which is 1/30'" of the base monthly rent under the Lease ($6250/30=$208.33/day); and (c) $839.00 in recoverable costs in this action, which are itemized in the Request for Court Judgment, submitted herewith. Such costs are $435.00 for filing the complaint (unlimited jurisdiction); $ 125.00 as process service fee; $40.00 for the writ of possession; $ 145 for the sheriff s eviction fee; and $94.00 in CourtCall fees for Plaintiff s appearance in opposition to Defendant's unsuccessful motion to set aside the judgment for possession on 8/20/21. A true and correct copy of the CourtCall receipt is attached hereto and incorporated herein, as Exhibit 4, and incorporated herein by reference. 23 TOTAL: $50,880.49 25 26 27 12. Plaintiff is not requesting attorney fees under Section 18.3 of the lease (page 26 of Exhibit 1) at this time. Plaintiff reserves the right to request reasonable attorney fees under the lease in the future in the event the signed lease is located. 28 DECLARATION IN SUPPORT OF DEFAULT COURT JUDGMENT I declare under penalty ofperjury under the laws of the State of California that the foregoing is true and correct to the best of my knowledge 6 Dated; I-Qg 0 DQ1 HERON BABAEI 10 12 13 15 16 17 18 19 20 21 22 23 25 26 27 28 DECLARATION IN SUPPORT op narAULT roURT Uunc,Mme W EXHIBIT l LEASE TIJIS LEASE, dated as of May 3 I, 2017, (the "Relerence Date" ) is made and entered into by and between 1402 Camden LLC ("Landlord") and Best Cleaners Liem Bui ("Tenant"), with reference to those matters sct forth hereinaAer. RKCLTALS WIIEREAS, Landlord and Tenant desire to enter into a commercial, triple-nct lease transaction ior the Leased Premises (as hcreinagcr defined) upon thc terms and conditions sct forth below, ARTICLE I. DEFINITIONS I.l Commencement Date. The term "Commencement Date" shall mean November I, 2017. 1.2 Lease Term. The term "Lease Term" shall mean the term of this Lease, which shall bc ior a period of 60 full calendar months, commencing on the Commencement Date and ending at midnight on the last day of the 60w full calendar month thereaAer, unless this Lease is sooner terminated according to its terms or by mutual agreement. 1.3 Proncrtv. The term "Property" shall mean that real property commonly described as 2854 Alum Rock Avenue, San Jose, California, together with all improvements now or hereaAer located thereon (the "Property Gross Leasable Area"). 1.4 I.cased Premises. The term "Leased Premises" and/or "Premises" shall mean 2854 Alum Rock Avenue containing approximately 1,920 square feet of the Building, said square footage includes the oAice, retail space and the appropriate percentage of the common areas, being described as 2854 Alum Rock Avenue on the Building Plan attached hereto. The address for the Leased Premises is 2854Alum Rock Avenue, San Jose, California 95127. 1.5 ~Bulldin . The term 'Building'" shall mean that structure situated upon thc Property in which the Leased Premises are located. 1.6 Tenant's Allocated Share. The term "Tenant's Allocated Share" shall mean 39%. 1.7 Preoaid Rent (intentionally Omdred) Rent shall be paid November I, 20/7 (Four Thnusand Three llundred Twenty and 007100 Dollars ($4,320.00) Estimated NNN pcr month for 2017 = $ 1,400.00 ($0.73 * 1,920 Sq feet) 1.8 Securitv Denosit. (Five Thousand Seven Hundred 'fwenty and 00/100 Dollars ($5,720.00)) (New Deposit) 1.9 Permitted Use. The term Permiued Use shall mean usc of'the Premises for the following purposes: sit down restaurant/colTcc establishment, current "dba": "Liam Bui Best Cleaned'nd other lawl'ul uses incidental thereto. 1.10 Tenant's Minimum Liabilitv Insurance Coverane. The term "Tenant's Minimum Liability Insurance Coverage" shall mean single limit coverage in an amount not less than one million dollars ($1,000,000) per occurrence, with an annual aggregate amount ofnot less than two million dollars ($2,000,000), with Landlord having the option, in Landlord's sole discretion, of paying the costs for increased coverage up to two million dollars ($2,000,000) per occurrence, with an annual aggregate amount of not less than four million dollars ($4,000,000). Additional Definitions. As used in this Lease or any addendum or amendment thereto, the following terms shall have the meanings set forth in section 18.5 herein below: "Agreed Interest Rate", -CPI", "Effective Date", "Private Restrictions", "Lender Law", 'Leasehold Improvements", and "Trade Fixtures". 1.12 Common Areas. "Common Areas'ean those portions of the Building and/or Property that have been designated and improved for the common benefit of more than one tenant of the Building or Property, including without limitation, the parking areas, access and perimeter roads, landscaped areas, exterior walks, roofs, stairways, -'- -' -, - - '-' - -"' -- „-, interior corridors, stairs, balconies, directory equipment, thc main entry lobby, restrooms. and drinking fountains, if any of the referenced exist. ARTICLE 2. DFMISF. AND ACCEPTANCF. 2.1 Demise of Premises. Landlord hereby leases to Tenant, and Tenant leases from thc Landlord, t'or the Lease Term upon the terms and conditions of this Lease, the Leased Premises. Tenant s lease of the Leased Premises shall be subject to (i) all Laws, and (ii) all Private Restrictions, easements, and other matters of public record. 2.2 Term. The term of this Lease (the "Lease Term") shall begin on the Commencement Date and shall continue throughout the duration of the time period set forth in section 1.2, hereinabove. 2.3 Construction of Landlord's Work. (/n/en/iona//y Onrided) 2.4 Dcliverv and Accentancc of thc Premises. Landlord shall deliver possession of the Leased Premises to Tenant on the Commencement Date, but will allow Early Access as set forth below. 2.5 L r r r I L rr L II- 2.6 Conditions Precedent to Deliverv of thc Leased Premises. Notwithstanding any provision to the contrary in this Lease, Landlord will not be obligated to deliver possession ol'he Leased Premises to Tenant until Landlord has received from Tenant all of the following items: (a) a copy of this Lease, fully-executed by Tenant; (b) the Security Deposit, and the first installment of Base Monthly Rent; (e) copies of fully-executed policies ol'nsurance, and certificates thereof as required under section 9.1 of this Lease; (d} copies ofall governmental permits and authorizations, if any, required in connection with Tenant's operation ol'its business within the Lcascd premises; and (e) with respect to Tenant, such evidence of due formation, valid existence and authority as Landlord may reasonably require, including, without limitation. a Certificate of Good Standing, Certilicate of Secretary, Certificate of Manager, Ar(icles of Incorporation, Articles or Organization, Statement ol'Pannership or other similar documentation. ARTICLE 3. RENT 3.1 Monthlv Rent Pnvment. Commencing on the Commencement Date and continuing throughout the Lease Term, Tenant shall pay to Landlord thc Monthly Rent determined as I'ollows: November I, 2017 to October 31, 2018 $5,720 (4,320 Base Rent+ $ 1,400 Esumated NNN) (Five Thousand Scvcn tiundrcd Twenty and 00/100 Dollars) November I, 2018 to October 31, 2019 $51892 (4,450 Base Rent+ $ 1,442 Estimated NNN) {Five Thousand Eight klundred Ninety Two and 00/100 Dollars) November I, 2019 to October 31, 2020 $6 068 (4 583 Base Rent + $ 1 485 Estimated NNN) {Six Thousand Srxiy thght and 00/100 Dollars) Novcmher I, 2020 to October 31, 2021 $6,250 (4,721 Base Rent+ $ 1,530 Estimated NNN) {Six Thousand Two Hundred Figy and 00/100 Dollars) November I, 2021 to October 31, 2022 $6,438 (4,862 Base Rent+ $ 1,576 Estimated NNN) (Six Thousand Four Hundred Thirty Eighi and 00/100 Dollars) 2 3.1.2 (Inrenilonally Omlned) 32 Additional Rent. Commencing on the Commencement Date and continuing throughout the duration of the Lease Term, as and for Additional Rent, Tenant shall pay to Landlord (or Landlord's designated agent or entity) the following designated obligations, within 30 days after Tenant's receipt of an invoice therel'or from Landlord: (I) the entire amount due by Landlord as snd for Real Property Taxes relating to the Premises as sct forth in article 8 of this Lease; and (2) the entire amount due as and for Landlord's Real Propeny Insurance relating io the Premises as set forth in section 9.3 of this Lcasc; and (3) Landlord's share of thc nct consideration rcceivcd by 'I'cnant upon certain assignments and subleases as rcquircd by section 14.1.6 ol'this Lease; and (4) all charges, costs, expenses and other amounts which Tenant is required to pay hereunder, together with all interest, late charges, penalties, costs and expenses including, without limitation, reasonable attorneys'ees, legal and accounting expenses, collection costs, and court costs, which may accrue thereto or bc incurred in thc cvcnt of Tenant's del'suit, rel'usal or I'ailure ta pay such amounts, snd all damages, reasonable costs and expenses which Landlord may incur by reason of any default by 'fenant or I'ailure on Tenant's part to comply with thc terms of this Lease. In the event ol'ailure by Tenant to pay such Additional Rent in accordance with the terms hereof, Landlord shall have all the rights and remedies with respect thereto as Landlord hss Ior nonpayment of'Basic Rent. As used in this Lease, the term "Rent" shall include, without limitation, "Rent'nd "Additional Rent." Estimated NNN per month for 2017 = $ 1,400.00 ($0.73 * 1,920 Sq feet) 3.3 Place af Psvmcnt of Rent snd Additional Rent. All rent required to be paid in monthly installments shall be paid in advance on thc first day of each calendar month during the Lease Term. All rent shall be paid in lawful money of the United States. without any abatemenh deduction or offset whatsoever, and without any prior demand therefor, to Landlord at such place as Landlord may designate fram time-to-time. Tenant's obligation to pay rent shall be prorated at the commencement and expiration of the Lease Term. All Base Monihly Rent and Additional Rent hereunder shall be paid to Landlord at the oAice of Landlord. 3.4 Late Charac snd Interest on Rent in Default. Tenant acknowledges that the late payment by Tenant of any monthly installment of Base Monthly Rent or any Additional Rent will cause Landlord to incur certain costs and expenses not contemplated under this Lease, the exact amount of which are extremely difficult or impracticable to fix. Such costs and expenses will include, without limitation, administration snd collection costs and processing and accounting expenses. Therefore, if any such rent is not received by Landlord from Tenant within 10 days ager the same becomes due, Tenant shall immediately pay to Landlord a late charge equal to five percent ($%) sf such delinquent rent; provided, however, for the first such late payment in any given 12 month period, Landlord shall first deliver written notice to Tenant of such late payment and, if'Tenant promptly pays such delinquent rent within three business days ager Tenant's receipt of Landlord's notice, no late payment shall be imposed. No notices will be required thereager for the next 12 months, for a late charge to apply. Landlord and Tenant agree that this late charge represents a reasonable estimate of such costs and expenses and is fair compensation to Landlord for its loss suffered by Tenant's failure to make timely payment. In no event shall this provision for s late charge bc deemed to grant to Tenant a grace period or extension of time within which to psy any rental installment, nor shall this provision prevent Landlord Irom exercising any right or remedy available to Landlord upon Tenant's Iailure to pay each rental installment due under this Lease in s timely fashion. If any rental installment should become delinquent for a period in excess al'30 days then, in addition to such late charge, Tenant shall pay to Landlord interest on any rent that is not paid when due at thc Agreed Interest Rate from the 30s day Iollowing the date such amount became due, until paid. 3.5 Prcnsvment of Rent. (Intentionally Omlned j 3.6 Sccuritv Denosit. Tenant has deposited with Landlord the amount set fonh in section 1.8 of this Lease, concurrently with its execution of the Lease (the "Security DeposiY') as security for the 3 performance by Tenant ol'he tcnns of this Lease to be performed by Tenant, and not as prepayment of rent. Landlord may apply such portion or portions of the Security Deposit as are reasonably necessary Ibr the following purposes: (i) to remedy Tenant's default (as defined in article 13 below) in the payment ofany Rent; (ii) to repair damage to the Leased Premises caused or permitted by Tenant, Tenant's employees or invitees; (iii) to clean thc Leased Premises upon termination of this Lease to the extent not performed by Tenant; (iv) to reimburse Landlord for thc payment of any amount which Landlord may reasonably spend or be required to spend by reason of Tenant's Del'suit; or (v) to compensate Landlord I'r any other loss or damage which Landlord may suffer by reason of Tenant's Default, including without limitation, those damages provided for in California Civil Code section 1951.2 (and any successor statutes providing I'or damages in the event of lease termination due to Tenant default, and such other damages as may be covered in equity or by current law, or by law operative anytime during or aRer the Lease Term, through and including the time relief is sought. In the event the Security Deposit or any portion thereof is so used, Tenant agrees to pay to Landlord, promptly (within 10 business days of Tenant's receipt of Landlord's written demand), an amount in cash suAicient to restore the Security Deposit to the full original sum. Landlord shall not bc deemed a trustee of the Security Deposit; and Landlord may use the Security Deposit in Landlord's ordinary business and shall not be required to segregate it from its general accounts. Tenant shall not be entitled to any interest on the Security Deposit. If Landlord transfers the Leased Premises during the Lease Term, Landlord may pay the Security Deposit to any subsequent owner in conformity with the provisions of California Civil Code section 1950.7 and/or any successor statute, in which event the transferring Landlord will be released from all liability for thc return' Security Deposit. As a material part of thc consideration given by Tenant to Landlord to induce Landlord to enter into this Lease, Tenant waives the provisions ol'California Civil Code section 19507, and all other provisions of law now in force or which become in force after the date ol'the execution of this Lease, but only with respect to those provisions which provide that Landlord may claim from a security deposit only those sums reasonably necessary to remedy defaults in thc payment of rent, to repair damage caused by Tenant, or to clean the Premises. Should Tenant Iaithfully and fully comply with all ol'thc terms, covenants, and condiiions ol'this Lease, within 30 days following thc expiration of the Term, thc Security Deposit shall bc returned to Tenant or, at the option of Landlord, to the last assignee of Tenant's interest in this Lease. Further, if Tenant exercises its option to purchase the Leased Premises as provided in section 21, the Security Deposit shall be returned to Tenant upon close of escrow as described in detail hereinager at section 21. 3.8 No Accord and Satisfaction. No payment by Tenant, nor receipt by Landlord of a lesser amount than the Rent herein provided, shall be deemed to be other than on account of the carlicst rent duc and payable hereunder; nor shall any endorsement or statement on any check or any leuer accompanying any check or payment as rent be deemed an accord and satisfaction; and Landlord may accept any such check or payment without prejudice to Landlord's right to recover the balance of such rent or pursue any other remedy provided in this Lease. Disnuted Sums. Under the terms of this Lease, numerous charges are duc from Tenant to Landlord including, without limitation: (i) Base Monthly Rent, (ii) Common Operating Expenses and other items ofa similar nature, including Additional Renk and (iii) at Landlord's option. reimbursement of advances made by Landlord in respect of Tenant's default. In the event there is a bona fide dispute between the parties as to the amount duc for any of such charges claimed by Landlord to be due by Tenant at anytime during the Lease Term, the amount demanded by Landlord shall be paid by Tenant when demanded, and shall be retained by Landlord until thc dispute is resolved, whether through litigation or otherwise. Failure by Tenant to pay the disputed sums pending resolution shall constitute a default by Tenant under the terms of this Lease. ARTICLE 4. USE OF LEASFD PREMISES 4.1 Limitation on Tvne. Tenant shall use the Leased Premises solely for the Permitted Use as described in Lease section 1.9, and for no other usc, unless Tenant shall have first obtained Landlord's prior written consent therefor, which consent shall not be unreasonably withheld. Tenant shall not do, nor permit anything to be done, in or about the Leased Premises that might cause structural injury to the Leased Premises or the Building. Tenant shall not commit, nor permit to be committed, any waste in or about the Leased Premises; and Tenant shall keep the Leased Premises in a clean, attractive and wholesome condition, free of any objectionable noises, odors, dust or nuisances. In addition, Tenant agrees to obtain a "Use Permit" or "Conditional Usc Permit" whichcvcr is applicable and agrees to be responsible for any fees associated with 'I'enant's use of the premises such as impact fees, building permit lees, sign permit fees, business license, or any other fee being imposed on the Leased Premises by the City of San Jose or any governmental body. 4.2 Comoliance with Laws and Private Restrictions. Tenant shall not use or permit any person to use the Leased Premises in any manner, which violates any Laws or Private Restrictions. Tenant shall abide by and promptly observe and comply with all Laws and Private Restrictions and shall indemniiy and hold Landlord harmless from any liability resulting from Tenant's failure to do so. 4.3 Insurance Reouirements. Tenant shall not use, nor permit any person to use, the Leased Premises in any manner, which will cause the existing rate of insurance upon the Building or any of its contents to be increased or cause a cancellation of any insurance policy covering the Building. Tenant shall not sell, nor permit to be kept, used, or sold in or about the Leased Premises any article, which may be prohibited by the standard form of fire insurance policy. Tenant shall comply with all requirements of any insurance company, insurance underwriter, or Board of Fire Underwriters, which are necessary to maintain, at standard rates, the insurance coverage carried by either Landlord or Tenant pursuant to this Lease. 4.4 ~SI ns. Tenant shall not place on any portion of the Leased Premises, the Building nor the Property any sign, placard, lettering in or on windows, banner, displays or other advertising or communicative material which is visible from the exterior of the Building without the prior written approval of Landlord. All such approved signs shall strictly conform to all Laws, Private Restrictions and Landlord's sign criteria, il'any, and shall be installed at the expense of 'fenant. I I'andlord so elects, Tenant shall, at the expiration or sooner termination of this Lease, remove all signs installed by it and repair any damage caused by such removal. Tenant shall at all times maintain such signs in good condition and repair. Upon the expiration or earlier termination of this Lease, Tenant shall remove Tenant's signs from the Leased Premises and repair any damage resulting from the installation or removal thereof. 4.5 Rules and Reaulations. (Intentionally OmittedJ ~Parkin . Tenant is afforded the non-exclusive use of all parking spaces, contained within the Property, for the use of Tenant, Tenant's employees, agents, contractors and invitees, and morc panicularly described in section 1.3 of this Lease. ARTICLE 5. TRADE FIXTURES AND LEASEHOLD IMPROVEMENTS 5.1 Trade Fixtures. Throughout thc Lease Term, Tenant shall provide. install, and maintain in good condition all Trade Fixtures required in the conduct ol'ts business in thc Leased Premises. All Trade Fixtures shall remain Tenant's property. 5.2 Leasehold Imnrovements. Tenant shall not construct any Leasehold Improvements or otherwise alter the Leased Premises without Landlord's prior approval, il'he cost thereof exceeds tcn thousand dollars ($ 10,000), and not until Landlord shall have lirst approved the plans and specifications therelor, which approvals shall not be unreasonably withheld, delayed or conditioned. In no event shall Tenant make any alterations to thc Leased Premises which could alfect the structural integrity or thc design of the Premises without the prior written approval of Landlord. All Leasehold Improvements constructed by Tenant shall be constructed by Tenant at Tenant's expense, using a licensed contractor first reasonably approved by Landlord in substantial compliance with the approved plans and specifications therefor. All construction done by Tenant shall be done in accordance with all Laws and in a good and workmanlike manner using new materials of good quality. Tenant shall not commence construction of any Leasehold Improvements until: (i) all required govcrnmcntal approvals and permits shall have been obtained; (ii) all requirements regarding insurance imposed by this Lease have been satisfied; (iii) Tenant shall have given Landlord at least five days'rior written notice of its intention to commence such construction; (iv) Tenant shall have notified Landlord by telephone of thc commencement of construction on the day it commences; and (v) if requested by Landlord, Tenant, or Tenant's contractor, shall have obtained contingent liability and broad form builders risk insurance in an amount satisfactory to Landlord if there are any perils relating to the proposed construction not covered by the insurance carried pursuant to article 9 of this Lease. All Leasehold Improvements shall remain the property of Tenant during the Lcasc Term but shall not be damaged, altered, or removed from the Leased Premises. At the expiration or sooner termination of the Lease Term, all Leasehold Improvements shall be surrendered to Landlord as a part ofthe realty and shall then become Landlord's property, and Landlord shall have no obligation to reimburse Tenant lor all or any portion of thc value or cost thereof; provided, however, that if Landlord shall require Tenant to remove any Leasehold Improvements in accordance with thc provisions of section IS.I ol'his Lease, then Tenant shall so remove such Leasehold Improvements prior to the expiration of the Lease Term. 5.3 Alterations Reouired bv Law. Tenant shall make any alteration, addition or change of any sort, whether structural or otherwise, to the Leased Premises that is required by any Law because of: (i) Tenant's particular use or change of use of the Leased Premises; (ii) Tenant's application for any permit or governmental approval; or (iii) Tenant's construction or installation of any Leasehold Improvements or Trade Fixtures. 5.4 Landlord's Imnrovements. All lixtures, improvements or equipmcni which are installed. constructed on, or auached to the Propeny by Landlord at its cxpcnse shall bccomc a part ol'hc realty and belong to Landlord. 5.5 Liens. Tenant shall keep the Leased Premises and the Property free from any liens and shall pay when due all bills arising out of any work performed, materials furnished, or obligations incurred by Tenant, its agents, employees or contractors relating to the Leased Premises. If any claim or lien is recorded, Tenant shall bond against or discharge the same within 10 business days aller the same has been recorded against the Property. ARTICLE 6. REPAIR AND MAINTENANCE 6.1 Tenant's Obliuations to Maintain. Except as otherwise provided in article I I ol'his Lease regarding the restoration of damage caused by fire and other perils or in article )2 of this Lcasc regarding condemnations, and subject to Landlord's Obligations herein, Tenant shall, at all times during the Lease Term, reasonably clean, keep, and maintain in good order and good condition, ordinary wear and tear excepted, and repair the Leased Premises and cvcry pan thcreol; through regular inspections and servicing, including, but not limited to: (i) all plumbing and sewage fixtures (including all sinks, toilets, faucets and drains) exclusively serving the Leased Premises; (ii) all fixtures, interior walls, floors, carpets and ceilings; (iii) all windows, doors, entrances, plate glass, showcases, including cleaning both interior and exterior surfaces; 6 (iv) all electrical facilities and all equipment including all lighting fixtures, lamps. bulbs and tubes, l'ans, vents, exhaust equipment and systems; (v) any automatic fire extinguisher equipment in the Leased Premises; (vi) landscaping and signs (maintain only); and (vii) removal of debris and sweeping of parking areas, driveways and sidewalks serving thc Leased Premises. 6.1.1 Good Maintcnancc Practices. Tenant, in keeping the Premises in good condition and repair, shall exercise and perform good maintenance practices, subject to exception for damage and destruction, condemnation, normal wear and tear and obsolescence. Tenant' obligations shall include maintenance and repair, but not replaccmcnts, when necessary, to the extent not Landlord's obligations hereunder, to keep (he Leased Premises and all improvements thereon (or any part thereol) in good order, condition and state of repair. Tenant shall replace any damage to the Leased Premises, including, but not limited to, any broken glass, and damage to any interior or exterior doors, windows and showcases, from any cause, including vandalism or unauthorized entry. Landlord shall be responsible for repairing and replacing, when necessary, all Common Areas, including without limitation, landscaping and parking lot surface areas (including sealing, striping, re-striping and resurfacing) which serve the Leased Premises, and shall keep the same in good condition through regular inspection and servicing. 6.I.2 Renaint-Kxteviowof-Buildinm-tn-the-eventTenant-eeeup~ises-fcr = -„=; =" cf 6.L3 Comoarable Worth of Reoair Materials/Workmanshin. All repairs and replacements required of Tenant shall bc promptly made with new materials of like kind and quality as those existing on the Premises on the Commencement Date. If the repair work affects the structural parts of a Building or if the estimated cost of any item of repair or replaccmcnt is in excess of five thousand dollars ($5,000), then Tenant shall Brat obtain Landlord's written approval ol'he scope ol'ork, plans therefor, materials to be used, and thc contractor, which approval shall not be unreasonably withheld, conditioned or delayed. Neither Tenant, nor its agents, employees, guests, or contractors shall make any penetration(s) ol'he roof membrane over the Premises and Building without Landlord's prior written consent, not to be unreasonably withheld; and any such approved penetration(s) shall be made only by a liccnscd coniractor reasonably approved by Landlord. 6.2 Landlord's Oh)isation to Maintain. Landlord shall maintain, repair and/or replace: (i) thc roof membrane, roof coveding and the structural portions of the rool'i (ii) the foundation and concrete slab, but not the floor covering. of the Building; (iii) the exterior walls of the Building (subject to section 6.1. of this Lease) so that the same is kept in good order and repair, reasonable wear and tear excepted; (iv) any damages to the Premises caused by the negligence or willful misconduct of Landlord, Landlord's agents, employees or contractors; (v) the structural portions of the Building; (vi) the heating, ventilating, air conditioning ("HVAC"), electrical, water, sewer, and 7 plumbing systems serving the Premises and the Building; and (vii) repair and replacement, when necessary, of landscaping, retaining walls, signs, parking lots, driveways and sidewalks on the Property. (viii) the Common Areas. Landlord shall not be responsible for repairs required by any accident, fire or other peril except as otherwise required by article I I, or for the cost of damage caused to any part of the Property by any act, negligence or omission on the part of Tenant or its agents, contractors. or cmployces or invitees, except ifcovered by insurance. Landlord may engage contractors ol'its choice to perform the obligations required of it by this article, and the necessity oi'any expenditure to perl'orm such obligations shall be at the reasonable discretion of Landlord. It is an express condition precedent to all obligations ol'Landlord to repair and maintain the Premises that Tenant shall have notified Landlord in writing of the need for such repairs or maintenance, after which Landlord shall bc given a reasonable opportunity to do same. 6.3 Tenant's Obliaation to Reimburse. As Additional Rent, Tenant shall pay 'fenant's Allocated Share of all '"Operating Expenses" (as that term is defined, below). Tenant shall make such payment in monthly installments due in advance with the installments of Base Monthly Rent on the first day ofeach calendar month of each calendar year, or part thereof, during the Lease Term (a -Lease Year") in an amount equal ta onc-twcl(th (lll2) of Landlord's reasonable estimate of Tenant's share of the Operating Expenses for the current Lease Year. Within 90 days ager the end ofeach Lease Year, Landlord shall furnish to Tenant a statement in reasonable detail of the actual Operating Expenses paid by Landlord in accordance with this article during the just ending Lcasc Year, and thereupon thcrc shall be an adjustment betwccn Landlord and I'cnant, with payment to or repayment by Landlord, as the case may require, within 30 days after delivery by Landlord to Tenant of said statement, to the end that Landlord shall receive the entire amount of Tenant' share ol'all Operating Expenses for such Lease Year and no more. Tenant shall have thc right, exercisable upon reasonable prior notice to Landlord in writing, to inspect Landlord's books and records at Landlord's oAice relating to Operating Expenses within 90 days of receipt ofany statement for the same, for the purpose of verifying the charges contained in such statemeni. Tenant may not withhold payment of such bill pending completion of such inspection. If such inspection reveals overpayment in excess of five percent (5'/o), then Landlord is to reimburse Tenant for its costs oi'he inspection, as well as thc overpayment. 6.4 Oneratina Exnenses Defined. The term "Operating Expenses" shall mean the sum of the following: 6.4.1 All costs and expenses paid or incurred by Landlord in doing thc following (including payments to independent contractors providing scrviccs related to the performance of the Iollowing): (i) maintaining, cleaning, repairing and resurfacing the roof membrane and roof covering (including repair of leaks) and the exterior surfaces (including painting) of the building located on the Property; (ii) maintenance and repair of the structural portions (including roof, foundation. Iioor slab, retaining walls and load bearing walls) of the building located on the Property; (iii) maintenance of the fire and property damage insurance covering the Property carried by Landlord pursuant to section 9.3 of this Lease (including the paymentoi'deductible'fup to one thousand dollars ($ 1,000) per occurrence, and the pre- payment of premiums for coverage of up to one year); (iv) maintaining, repairing, operating, and replacing, when necessary, IHVAC equipment, utility facilities, and other building service equipment; (v) providing utilities to the Building (including trash removal and water for landscapmg irngauon); (vi) complying with all applicable Laws and Private Restrictions required after the 8 Commencement Date of the Lease; (vii) operating, maintaining, repairing, cleaning, painting, re-striping, and resurfacing of the parking lot, driveway(s), sidewalks, curb. and gutters in, on, about and around the Premises; and (viii) replacement or installation of exterior lighting fixtures, directional or other signs and signals, irrigation systems and all landscaping in, on and around the Premises; (ix) maintaining, repairing and/or replacing the Common Areas. 6.4.2 All additional costs and expenses incurred by Landlord with respect to thc operation, protection, maintenance, repair and replacement of the Premises which, for federal income tax purposes, would be considered a deductible business expense; and 6.4.3 That portion ol'll compensation (including benefits and premiums I'r workers'ompensationand other insurance) paid to or on behalf of employees of Landlord to the extent involved in the performance of the work dcscribcd by sections 6.4.1 and 6.4.2 of this Lease, that is fairly allocable to the Property; and 644 J JJI ' .... I ... JO/I I'L II Lr I' L.. J 6.5 Exclusions from Oueratina Exoenscs. Notwithstanding any Lease provisions to the contrary. the Operating Expenses shall not include those costs and expenses incunud as a resuh ot'he following: (a) expenses paid directly to third parties, or as to which l.andlord is otherwise reimbursed by any third party other than Tenant; (b) Landlord's Federal or State Income, Franchise, Franchise, Inhcritancc, Transfer or State Taxes; (c) costs incurred by Landlord for the repair ofdamage to the Building, to the extent Landlord is reimbursed by insurance or condemnation proceeds or by warrantors or other third persons; (d.) depreciation, amortization and interest payments, except as specifically provided herein; (e) brokerage commissions, finder's fees, attorney's fees, space planning costs and other costs incurred by Landlord in leasing or attempting to lease the Building to the extent and under the conditions and circumstances permitted, as set forth elsewhere in this Lease; (f) interest, principal, points and fees on debt or amortization ofany morigagc, deedof'usor other indebtedness encumbering the Building or the Property; (g) atiorneys'ees and other costs and expenses incurred in connection with negotiations or disputes involving prospective tenants or future occupants of the Building; provided, however, that Operating Expenses will include those reasonable attorneys'ees and other costs and expenses incurred in connection with negotiations, disputes or claims relating to items of Operating Expenses, enforcement of Rules and Regulations of thc Property, and such other matters relating to the ownership, operation and management of the Property; (h) except for the administrative/management fees described in section 6.4.4 of this Lease, costs of Land lord's general corporate overhead; (i) costs arising from Landlord's charitable or political contributions; (j) costs occasioned by the act, omission, or violation ol'any Law by Landlord or Landlord's agents, employees or contractors; (k) costs to correct any construction dulcet in the Property or to comply with any Private Restriction, underwriter's requirement or Law applicable to the Property on the Commencement Date; (n) increases in insurance costs caused by the activities of Landlord, and co-insurance payments; (o) costs incurred in connection with the presence ol'any I-lazardous Material (as defined below), cxccpt to the extent caused by Tenant's rclcasc or emission ol'hc l.lazardous Material in question; (p) expense reserves; (q) rent paid to any ground Landlord; (r) the cost el'constructing tenant improvements for any other tenant. if any; (s) thc cost of special services, goods, or materials provided to any other tenant. if any; (t) repairs covered by proceeds of insurance or from lands provided by Tenant or any other tenant (or where any other tenant is obligated to make such repairs or pay the cost of same); (u) legal fees, advcnising costs, or other rclatcd expenses incurred by Landlord in connection with the leasing of space to individual tenants; (v) repairs, alterations, additions, improvements, or replacements needed to rectify or correct any defects in the original design, materials, or workmanship of common areas; (w) damage and repairs necessitated by the negligence or willful misconduct of Landlord, Landlord's employees, contractors, or agents; (x) executive salaries or salaries of service personnel to the extent that such personnel perform services not in connection with the management, operation, repair, or maintenance of the Property; (y) Landlord's general overhead expenses not related to the Property; (x) legal fees, accountant's fees. and other expenses incurred in connection wiih disputes of tenants or other occupants of the Property or associated with the enforcement of the terms ofany leases with tenants or the defense of Landlord's title to or interest in the Property or any partthcreof; (aa) costs incurred due to a violation, by Landlord or any other tenant, of the terms and conditions of a lease; and (ab) costs and expenses which would be capitalized under generally accepted accounting principles, except as specifically set forth herein. 6.6 Control of Premises. (Inrenrionally Omr)red) 6.7 Tenant's Ncatiaencc. Anything in this article to the contrary notwithstanding, and subject to section 9.2 below, Tenant shall pay for all damage to the Leased Premises or the Property caused by the negligent acts, omissions or willful misconduct of Tenant, its employees, contractors or invitees, or by the failure of Tenant to promptly discharge its obligations under this Lease or comply with the terms of'this Lease, but only to the extent such damage is not covered by insurance proceeds actually recovered by Landlord. Tenant shall make payment therelore on damages )0 incurred by Landlord. 68 Canital lmnrovements. Ifany ofTenant's obligations under article 6 ofthis Lease would require Tenant to pay all or any portion ol'any charge or Operating Expense which could be treated as a capital improvement under gcncrally accepted accounting principles ("GAAP"), then Tenant shall pay its share ol'such expense, as follows: 6.8.1 The cost ol'such improvement shall be amortized over the useful life of the improvement as reasonably determined by Landlord (using sound accounting principles. consistently applied) with interest on the non-amor(ized balance at the thcn-prevailing market rate which Landlord would pay if it borrowed funds fiom an ins(itutional lender to construct such improvements, and Landlord shall inform Tenant ol'he monthly amortization payment required to so amortize such costs, and shall also provide Tenant with the information upon which such determination is made. 6.8.2 As a form of Additional Rent, Tenant shall pay Tenant's Allocated Share of such amonization payment for each month afler such improvcmcn( is comple(cd until thc lirst to occur of (I) thc expiration of thc Lease Term or (ti) thc cnd of the tenn over which such costs were amortized, which amount shall be due at the same time thc Base Monthly Rent is duc. Notwithstanding anything to the contrary, only those capital improvements which rcducc Operating Expenses, are required by new laws enacted afler the Commencement Da(c. or arc necessary for repair or replacement of any equipment or any improvements to the Premises as required to operate the Property at the same quality levels as prior to the repair or replacement, shall be subject to amortization and reimbursement under this section 6.8 of the Lease. AR11CLE 7. WASTE DISPOSAL gr UTILITIFS 7.l Waste Disnosal. Tenant shall store its waste either inside the Leased Premises or within outside trash enclosures that are Icily fenced and screened in compliance with all Private Restrictions designed for such purpose to be used by Tenant, as first approved by Landlord. All entrances to such outside trash enclosures shall be kept closed, and waste shall be stored in such manner as not to be visible from the exterior of such outside enclosures. Tenant shall cause all of i(s waste to be regularly removed from the Property at Tenant's sole cost. Tenant shall kccp all lire corridors and mechanical equipment rooms in (he Leased Premises free and clear ol'all obstructions at all times. 72 Utilities. Tenant shall promptly pay, as the same becomes due, all charges for water, gas, electricity, telephone, sewer service, waste pick-up, and any other utilities, materials or services furnished directly to or used by Tenant on or about the Leased Premises during the Lease Term, including, without limitation, all hookup and installation costs, lees and expenses of any such utilities. Landlord shall not be liable for, and Tenant shall not be entitled to, any abatement or reduction of Rent or other compensation by reason or any interruption or failure of utility services to the Premises, unless, such is caused by Landlord. 7.3 Comnliance with Rules. Reaulations and Reouirements. Landlord shall comply with all rules, regulations and requirements promulgated by national, s(ate or local governmental agencies or utility suppliers concerning the use of utility services, including any rationing, limitation or other control. Tenant shall not be entitled (o terminate this Lease nor to any abatement in rent by reason of such compliance. Furthermore, Landlord shall be entitled to cooperate voluntarily in a reasonable manner with the efforts ol'all governmental agencies or utility suppliers in reducing energy or other resources consumption. Tenant agrees at all times to cooperate fully with Landlord and to abide by all rules and regulations and requirements which Landlord may prescribe in order II to maximize the el'ficient operation of the Prcmiscs and utility systems. ARTICLE 8. REAL PROPERTY TAXES S.l Real Pronertv Taxes Deiined. The term ARcal Propeny 'I'axes" as used herein shall mean; ) all taxes, assessments, levies, and other charges of any kind or nature whatsoever, general and special, foreseen and unforeseen (including any and all installmentsol'ricipaland interest required to pay any general or special assessments for public improvements and any increases resulting from reassessments caused by any change in ownership, or hereager imposed by any governmental or quasi- govemmental authority or special district having the direct or indirect power to tax or levy assessmcnts, which arc levied or assessed againsi. or with respect io the value, occupancy or use of, all or any portion of the Property (as now constructed or as may at any time hercagcr be constructed, altered, or otherwise changed) or Landlord's interest therein; the fixtures, equipmcnt and other property of Landlord, real or personal, that are an integral part of and located on the Property; and the gross receipts, income, or rentals from the Property; or the use of parking areas, public utilities. or energy within the Pmperty; (ii) all charges, levies or lees imposed by reason of environmental regulation or other governmental control of the Property; and (iii) all costs and fees (including attorneys'ees) incurred by Landlord in contesting any Real Property Tax and in negotiating with public authorities as to any Real Property Tax. If at any time during the Lease Term, the taxation or assessment of the Property prevailing as of the Commencement Date shall be altered so that in lieu ofor in addition to any Real Property Tax described above there shall be levied, assessed or imposed (whether by reason ol'a change in the method of taxation or assessment, creation ofa new tax or charge, or any other cause) an alternate or additional tax or charge (i) on the value, use or occupancy of the Propeny of Landlord's interest therein or (ii) on or measured by the gross receipts, income, or rentals from the Property, on Landlord's business of leasing the Property, or computing in any manner with respect to the operation of the Property, then any such tax or charge, however designated, shall be included within the meaning of the term 'Real Property Taxes" Ior purposes of this Lease. Ii'any Real Property Tax is based upon property or rents unrelated to the Property, then only that part ol'such Real Property Tax that is fairly allocable to the Property shall be included within the meaning of the term "Real Property Taxes.'otwithstanding the foregoing, the term "Real Property Taxes" shall not include estate, inheritance, transfer, gill or franchise taxes of Landlord or the federal or state net income tax imposed on Landlord's income from all sources. S.l.l Tenant's Riaht to Contest Real Pranertv Taxes. The Tenant shall have the right, at its sole cost and expense, to protest or otherwise contest the amounk enlorceability or legality of any Real Estate Taxes, and to make application Ior the reduction thereof, or of any assessment upon which the same may be based. The Landlord shall, at the request of the Tenant, execute or join in the execution of any such contest or application. If the Tenant 12 shall make any such contest or application, the Tenant shall prosecute the same with reasonable diligence and continuity. Notwithstanding any other provisions hereof, the Tenant shall nevertheless make any payment necessary to protect the Premises or any part thereof from foreclosure ofany lien resulting from any Real Estate Taxes which the Tenant may elect to contest as herein provided. 8.2 Tenant's Obliaation to Rcimbursc. As Additional Rent, Tenant shall pay Tenant's Allocated Share ofall Real Property Taxes (i) within 30 days ager heing billed lbr the same by Landlord. or (ii) no later than 10 days before such Real Property Tax becomes dclinqucnt, whichever earlier occurs. Ifany Lender requires Landlord to impound Real Property Taxes on a periodic basis during the Lease Term, then Tenant, on notice from Landlord indicating this requirement. shall pay a sum ofmoney toward its liability under this article to Landlord on the same periodic basis in accordance with the lender's requirements. Landlord shall impound the Real Property Tax payments received from Tenant in accordance with requirements of the Lender. 0.3 Taxes on Tenant's Personal Proncrtv. Tenant shall pay before dclinqucncy any and all taxes. assessments, license fees, and public charges levied, assessed, or imposed against Tenant or Tenant's estate in this Lease or the property of Tenant situated within the I.eased Premises, which become due during the Lease Term. Upon demand by Landlord, Tenant shall furnish Landlord with satisfactory evidence ol'hese payments. 8.4 Tenant's Imnrovements. Ifany of Landlord's Work or Tenant Improvements constructed and/or installed in the Leased Premises are assessed lor Real Property Tax purposes at a valuation rate higher than the valuation rate at which the Building Standard improvements are assessed (whether such work has been installed and/or paid for by Landlord or Tenant, and whether or not such work affects the Real Property in such a manner as to become a part thereof), then the Real Property Taxes and assessments levied against the Building by reason of such excess assessed valuation shall be governed by the provisions of Lease section 8.2. In the event that the same shall occur, and if the records of the County Assessor are available and suAiciently detailed as to provide a basis for determining whether the Alterations and/or Tenant Improvements are assessed at a higher valuation than the Building standard improvements, then the conclusions drawn from such records shall be binding upon both Landlord and Tenant. If the records of the County Assessor are not available or are not suAiciently detailed as to provide a basis Ior making the said determination, then the actual costs ofconstruction shall bc used. ARTICLE 9. INSURANCE 9.1 Tenant's Insurance. Tenant shall maintain in I'ull force and effect during the Lease 'farm the following insurance; 9.1.1 Tenant shall maintain a policy or policics of commercial general liability insurance, including property damage, against liability for personal injury, bodily injury, death, and damage to property occurring in or about, or resulting from an occurrence in or about, the I.eased Premises with combined single limit coverage of not less than the amount of Tenant's Minimum Liability Insurance set I'orth in section 1.10 of this Lease. Such comprehensive general liability insurance shall contain fire damage coverage and a "contractual liability" endorsement insuring Tenant's performance of Tenant's obligation to indemnify Landlord contained in section 10.3 of this Lease. If I.andlord's Lender, insurance advisor (or counsel) reasonably determines at any time that the amount of such coverage is not adequate, Tenant shall increase such coverage to such amount as Landlord's Lender, insurance advisor or counsel reasonably deem adcquatc, not to exceed the level ofcoverage then commonly carried by comparable businesses similarly situated, provided Tenant shall, in no event, be required to increase insurance coverage to an amount in excess of'i Seen percent (19%) over the amount required as of the Commcncemcnt Dat«. 9.1.2 Tenant shall maintain a policy or policies of lire and property damage insurance coverage in -all risk" form (with a sprinkler leakage endorsement if the Building contains fire 13 sprinklers), insuring the personal property, inventory. Trade Fixiurcs and Lcaschold Improvements within the Property, covering and providing the full replacement value'h items so insured. In the event a claim is made under such policy, and proceeds received pursuant thereto, then such proceeds shall first be utilized to effect the repair and/or replacement claimed, of the particular item(s) so insured. 9.1.3 Tenant shall maintain a policy or policics of worker's compensation insurance and any other cmployec bcncfit insurance suAicient to comply with all Laws. 9.1.4 Landlord and such others as it shall designate, shall bc named as additional insureds on the policies of insurance described in sections 9.1.1 and 9.1.2 ol'his Lease, above. All insurance required by this paragraph: (i) shall be primary insurance which provides that the insurer shall be liable for the full amount of the loss up to and including the total amount of liability set forth in the declarations without the right of contribution from any other insurance coverage of Landlord; (ii) shall be in a form reasonably satisfactory to Landlord; (iii) shall be carried with companies having a rating of no less than A-Vill or bcucr, reasonably acceptable to Landlord; (iv) shall provide that such policies shall not be subject to cancellation or change, except after at least 30 days'rior written notice to Landlord; and (v) shall not have a deductible in excess of ten thousand dollars ($ 10,000) per occurrence. Copies of such policy or policies, or duly executed certificates for them. together with satisfactory evidence of the payment ol'hc premium thereon shall be deposited with Landlord prior to the time Tenant enters into possession of the Leased Premises and upon renewal ofsuch policies, but not less than 15 days prior to the expiration of the term of such coverage. 9.2 Release and Waiver of Subroaation. The parties hcrcto release each other. and their respective agents, employees, and contractors, from any claims for injury or damage to property caused by, or resulting from, risks insured-against under any insurance policy(ies) carried by the parties and in force at the time of such damage, but only to the extent such claims are covered by such insurance. This rclcase shall bc in effect only so long as thc applicable insurance policy(ies) contain a clause to the elfect that this release shall not alfcct the right ol'he insured to recover under such policies. Each party shall cause each insurance policy obtained by it to provide that the insurance company waives all rights of recovery by way of subrogation against either party in connection with any damage covered by such policy, so long as such waiver is available without unreasonable additional cosa 9.3 Landlord's Real Proncrtv Insurance. Landlord shall purchase and keep in force policies of insurance: (i) covering loss or damage to the Premises by reason of fire (extended coverage), liood and/or earthquake (if available and available at commercially reasonable cost in Landlord's sole discretion, or if required by a lender) and those perils included within the classilication of "all risks'nsurance (with sprinkler damage and other appropriate endorscments), which insurance shall be in the amount of the full replacement value of the Premises as determined by insurance company appraisers or Landlord's insurance broker; plus (ii) Landlord's liability insurance; plus (iii) rental income insurance in the amount of one hundred percent (1009$) of up to 12mts'as Rent, plus sums paid during such period as Additional Rent. Such coverage shall exclude routine maintenance and repairs and incidental damage caused by accidents or vandalism for which Tenant is responsible under section 9 of this Lease. Under Lease section 3.2(2) of this Lease, Tenant shall pay Landlord the costs of such insurance coverage, including the premiums and deductibles for any such coverage, which deductibles shall be expenscd or capitalized over the life ol'any repair or Capital Improvement, for any such coverage obtained by Landlord. In the event Tenant does not lease thc cntirc Building, then Tenant shall be rcsponsiblc I'or its Allocated Share of the costs of such insurance coverage. If such insurance cost is increased due to Tenant' particular usc of the Premises, Tenant agrccs to pay to Landlord thc full costs ol'such increase. Tenant shall have no interest in, nor any right to, the proceeds ol'ny insurance procured by Landlord for or with respect to the Premises. ARTICLE 10. LIMITATION ON LANDLORD'S LIABILITY AND INDEMNITY lb.l Limitation on Landlord's Liabilitv. Landlord shall not be liable to TcnanL nor shall Tenant be entitled to any abatement of rent, for any injury to Tenant, its agents, employees, contractors, or invitees; damage to Tenant's property; or loss to Tenant's business resulting from any cause, 14 including, without limitation, any: (i) failure, interruption or installation ofany heating. ventilation and/or air-conditioning system or other utility system or service; (ii) failure to furnish. or delay in furnishing any utilities or services when such failure or delay is caused by acts of God or the elements, labor disturbances of any character, any other accidents or other conditions beyond the reasonable control of Landlord, or by the making of repairs or improvcmcnts to the I.eased Premises or Building; (iii) the limitation, curtailment, rationing or restriction on thc usc of water or electricity, gas or any other form of energy or any services or utility whatsoever serving the Leased Premises or Building; (iv) vandalism or forcible entry by unau(horizcd pcrson(s); or (v) penetration of water into or onto any portion of ihc Leased Premises or the Common Area through roof leaks or otherwise. Notwithstanding the foregoing to the contrary, Tenant shall be entitled to rent abatement if Tenant is unable to occupy the Leased Premises for a period longer than five consecutive business days ager Landlord's receipt of written notice of the abatement cveni (ihe "eligibility Period"), with the following proviso: that Tenant has caused to be delivered, and Landlord has received, wriuen notice from Tenant informing Landlord that Tenant is unable to occupy thc Leased Premises, and that this inability constitutes an identified abatement event, having been so identified in Tenant' written notice to Landlord. In this event, commencing Iorthwith upon expiration of the Lligibility Period, the rent payable under this Lease shall be abated or reduced I'or such time as Tenant continues to be prevented from using, and does not use, the Premises. Notwithstanding the foregoing, Landlord shall be liable for such injury, damage or loss which is proximately caused by Landlord's active negligence or willful misconducL but only to the extent such injury, damage or loss is not covered by insurance actually carried or required to bc carried by Tenant pursuant to this Lease. lb.2 Limitation on Tenant's Recourse. Tenant expressly agrees that, so long as the Landlord under this Lease shall be and remains a corporation, a trust, a partnership, a limited liability company, a joint venture, an unincorporated association, or other form ofbusiness entity: (i) the obligations of the Landlord under this Lease shall not constitute personal obligations of thc officers, directors, members, trustees, partners, joint ventures, members, owners, stockholders, or other principals or representatives ol'such business entity; and (ii) Tenant shall have recourse only to the assets of such business entity for the satisfaction oi'uch obligations and not against the assets of such officers, members, directors, trustees, partners, joint ventures, members, owners, stockholders, principals, or representatives, other than to thc extent of their interest in the assets owned by such business entity. lb.3 Indemnification of Landlord. Tenant shall hold harmless, indemnify and delcnd Landlord, and its employees, agents, and contractors, with competent counsel reasonably satisfactory to Landlord, from all liability, penaltics, losses, damages, costs, expcnscs. causes oi'action, claims and/orjudgments arising by reason ofany death, bodily injury, personal injury or property damage: (i) resulting from any cause or causes whatsoever (other than the active negligencc or willful misconduct of Landlord) occurring in or about or resulting from any occurrence in or about the Leased Premises during the Lease Term; or (ii) resulting I'rom the negligencc or willful misconduct of Tenant, its agents, employees and contractors, wherever the same may occur. The provisions ofthis paragraph shall survive the expiration or termination oDhis Lcasc with respect to any claims or liability occurring prior to such expiration or sooner termination. ARTICLE I I. DAMAGE TO LEASFD PRFMISES I I.l Landlord's Dutv to Restore. If the Leased Premises are damaged by any Covered Peril (as defined in Lease section 11.2.1) at}er the Commencement Date ol'his Lease, Landlord shall restore the Leased Premises, unless the Lease is terminated by Landlord pursuant to Lease section 11.2, or by Tenant pursuant to Lease section 11.3. All insurance proceeds available from the fire and property damage insurance carried by Landlord pursuant to Lease section 9.3 shall bc paid to, and become the property of, Landlord. All insurance proceeds available from insurance carried by Tenant which covers loss to property that is Landlord's property or would become Landlord's property on termination oi'his Lease shall be paid to, and become thc property of. Landlord (collectively, the "I.easehold Improvements Insurance Proceeds"). 15 If this Lease is not so terminated, then, upon receipt of thc insurance procccds (If thc loss is covered by insurance) and thc issuance of all necessary governmental permits. Landlord shall commence and diligently prosecute to completion the restoration of the Leased Premises to thc extent then allowed by Law, to substantially the same condition in which the Leased Premises existed immediately prior to such damage. Landlord's obligation to restore shall be limited to the Leased Premises and interior improvements constructed by Landlord as they existed as ol'he Commencement Date, excluding any Leasehold Improvements, Trade Fixtures and/or personal property constructed or installed by Tenant in the Leased Premises. Tenant shall lorthwith replace or fully repair all Leasehold Improvements and Trade Fixtures installed by Tenant and existing at the time of such damage or destruction. Notwithstanding thc above, 'fcnant agrees to notify Landlord in writing, promp(ly (within 48 hours), of any damages occurring to the Property resulting from fire, earthquake, Rood, vandalism, or any other identifiable event oi' sudden. unexpected or unusual nature, of which Tenant is aware ("Peril"). 11.2 Landlord's Riaht to Tcrminatc. Landlord shall have the option to terminate this Lease upon the occurrence ofany of the following, which option may be exercised only by delivery to Tenant ol'a written notice of election to terminate within 30 days ager the date ol'such damage: I l3k 1 The Building is damaged by any Peril covered by valid and collectible insurance actually carried by Landlord and in force at the time of such damage or destruction ("Covered Peril"), to such an extent that the estimated cost to restore the Building equals or exceeds liAy percent (50%) of the then-current replacement value thereof; 11.2.2 The Building is damaged by any Peril not covered by valid and collectible insurance actually carried by Landlord and in force at the time ol'such damage or destruction, to such an cxtcnt that thc estimated cost to restore the Building equals or exceeds twenty-five percent (25%) of the then-current replacement value thereof; 11.2.3 The Leased Premises are damaged by any Covered Peril within six months of the last day of the Lease Term to such an extent that the estimated cost to restore equals or exceeds an amount equal to six times thc Base Mon(hly Rent then due; provided, however, tha( Landlord may not terminaie this Lease pursuant to this section 11.2.3 of this Leaseil'enn,at the time of such damage, has an express written option to further extend the term ol'this Lease and Tenant exercises such option to so funher extend the Lease Term within 30 days following the date of such damage; or 11.2.4 The Building is damaged by any Covered Peril and, because of the Laws then in force, thc Building either: fi) may not be restored at reasonable cost to substantially the same condition in which it existed prior to such damage; or (ii) may not bc used Ior thc same use being made thereof bclore such damage whe(her or not rcstorcd as required by this article. 11.3 Tenant's Riaht to Terminate. If thc Leased Premises are damaged by any Peril not caused by the gross negligence or willful misconduct of Tenant, unless covered by insurance, and Landlord docs not elect to terminate this Lease or is not entitled to terminate this Lease pursuant to Lease section 11.2, then as soon as reasonably prac(icable, Landlord shall furnish Tenant with the written opinion of Landlord's architect or construction consultant as to when thc restoration work required ol'andlord may be completed. Tenant shall then have the option to terminate this Lease in thc event any of the following occurs, which option may be exercised only by delivery to Landlord of' written notice ofelection to terminate within 10 business days aAer Landlord's delivery to Tenant of the estimate of the time needed to complete such restoration: 11.3.1 The Leased Premises are damaged by any Peril and, in the reasonable opinion of Landlord's architect or construction consultant, the restoration ol'he Leased Premises cannot be substantially completed within 120 days aAer the date of such damage; or 11.3.2 The Leased Premises are damaged by any Peril within 12 months ol'he last day of the Lease Term and, in the reasonable opinion of Landlord's architect or construction consultant, the restoration of the Leased Premises cannot be substantially completed within 90 days after the date ol'such damage. 11.4 Abatement of Rent. In the event ofdamage to (hc Leased Premises, which docs not resul(in the termination of this Lease, the Base Monthly Rent and Additional Rent shall bc temporarily aha(cd, 16 from the date of the casualty and during the period of restoration in proponion to the dcgrcc to which Tenant's use of the Leased Premises is impaired by such damage. Tenant shall not be entitled to any compensation or damages from Landlord Ior loss of Tenant's property or any inconvenience or annoyance caused by such damage or restoration. Tenant hereby waives thc provisions of Califor ia Civil Code sections 1932(2) and 1933(4), and the provisions ofany similar law hereinagcr enacted. I I.S 'fcnant's Costs and Insurance Proceeds. Upon damage or destruction of all or any part of the Premises by a Covered Peril, Tenant shall immediately deliver to Landlord all Leasehold Improvement Insurance Proceeds received by Tenant, whether or not this Lease is terminated as permined in this Lease article I I; and Tenant hereby assigns to Landlord all rights to rcccive such insurance proceeds. If Tenant fails to obtain insurance for the full replacement cost ol'the Tenant Improvements and thc Alterations and, as a resulu Tenant fails to receive I.caschold Improvcmcnt Insurance Proceeds covering the I'ull rcplacemcnt cost of thc Tenant Improvements and the Alterations which are damaged, Tenant shall be deemed to have sell'-insured the replacement cost of such items, and upon any damage or destruction thereto, Tenant shall pay to Landlord the full replacement cost of such items, less any insurance proceeds actually received by Landlord I'rom Tenant*s insurance with respect to such items B provided, however, that this sentence shall have no force or eIYect whatsoever ii'andlord does not restore the Leased Premises, or if Tenant terminates this Lease pursuant to Lease section 11.3 above, in which event Tenant shall pay to Landlord the amount which Tenant would have received from the Lcaschold Improvcmcnts Insurance Proceeds. 11.6 Waiver of Statutorv Provisions. The provisions ol'this Lease, including those in this article I I, constitute an express agreement between Landlord and Tenant that applies in the event ol'any Covered Peril to the Premises or the Building. Tenant, thcrclore, I'ully waivcs thc provisions of any statute or regulation, including California Civil Code sections 1932(2) and 1933(4), for any rights or obligations concerning a Covered Peril. ARTICLE 12. CONDEMNATION 12.1 Takina of Leased Prcmiscs. If all, or any part greater than ten percent (10%), of the I.eased Premises are taken by means of: (i) any taking by the cxercisc of the power of eminent domain, whether by legal proceedings or otherwise; or (ii) a voluntary saic or transfer by Landlord to any condemnor under threat of condemnation or while legal proceedings for condemnation are pending; or (iii) any taking by inverse condemnation (a "Condemnation"), then Landlord shall have the option to terminate this Lease. If al! or any part of the Leased Premises are taken by Condemnation and the Leased Premises cannot be reconstructed within a reasonable period of time and thereby made reasonably suitable for Tenant's continued occupancy for the Permitted Use, then Tenant shall have the option to terminate this Lease. Any such option to terminate by either Landlord or Tenant must be cxcrcised within a reasonable period of time, to be effective as ol'he date that possession of the Leased Premises is taken by thc condemnor. 12.2 Restoration Fallowtna the Takina. If any part of the Leased Premises or the Common Area is taken by Condemnation and this Lease is not terminated, then Landlord shall make all repairs and alterations that are reasonably necessary to make that which is not taken a complete architectural unit, but such work shall not exceed the scope of the work done by Landlord in originally constructing the Property. 12.4 Abatement of Rent. Except in the case of a temporary taking, if any portion of the Leased Premises is taken by Condemnation and this Lease is not terminated, then, as ofthe date possession is taken, the Base Monthly Rent and Additional Rent shall be reduced in the same proportion to 17 the degree to which Tenant's usc of the Leased Premises is impaired by such Taking. 12.5 Temnorarv Takina. If any portion of the Leased Premises is temporarily taken by Condemnation for a period which either (I) exceeds 180 days'uration, or (ii) which extends beyond the natural expiration of the Lease Term, then Landlord and Tenant shall each indcpcnden(ly have the option to terminate this Lease, effective on the date possession is taken by thc condcmnor. 12.6 Division oF Condemnation Award. Any award made as a result of any Condemnation of the Leased Premises or Common Area shall belong to and be paid (o Landlord, and Tenant hereby assigns to Landlord all ol'ts right, title and interest in any such award; provided, however, thai Tenant shall be entitled to receive any Condemnation award made directly to Tenant: ft) for thc taking of personal property or Trade Fixtures belonging to Tenant; (ii) for the interruption of Tenant's business or its moving costs; Iiii) for loss ol'Tenant's goodwill; or (Iv) for any temporary taking where this Lease is not terminated as a result of such taking. The rights of Landlord and Tenant regarding any Condemnation shall be determined as provided in this article. Each party hereby waives the provisions of Code of Civil Procedure section 1265.130 and the provisions of any similar law hereinafter enacted allowing either party to petition the Superior Court (o terminate this Lease in thc event of a partial taking of the Leased Premises. ARTICLE 13. DEFAULT AND REMEDIES 13.1 Events of Tenant's Default. Tenant shall be in default of its obligations under this Lease if any of the following events shall occur: 13.1.1 The abandonmcnt of the Leased Premises by Tenant, provided, however, that Tenant shall not be deemed to have abandoned the Leased Premises during any period in which Tenant is actively attempting to assign or sublet thc Premises; 13.1.2 Failure to pay any installment of Rent or any other monies due and payable hereunder, said failure continuing for a period of five days alter written notice that the same is due; 13.1.3 A general assignmcnt by Tenant for the benefit oi'creditors; 13.1.4 The filing ofa voluntary petition in bankruptcy by Tenant, the filing ofa voluntary petition for an arrangement, the filing ofa petition (voluntary or involuntary) for reorganization, or the filing of an involuntary petition by Tenant's creditors, said involuntary petition not having been discharged for a period ol'60 days; 13.1.5 Receivership, attachment, or other judicial seizure ofsubstantially all ol'Tenant's esse(s on the Leased Premises, such attachment or other seizure not having been dismissed or discharged for a period of 60 days aflcr thc levy thereof; 13.1.6 Failure ofTenant to execute and deliver to Landlord any estoppel certilicate, subordination agreement, or financial statement within ihe time periods and in the manner required by article l7 ol'this Lease, and such failure to dclivcr continues for five business days after Tenant's receipt of a second written request thcrcfor ftom Landlord; 13.1.7 An assignment or sublease, or attempted assignment or sublease, of this Lease or the Leased Premises by Tenant contrary to the provisions ol'article 14 of this Lease, unless said assignment or sublease is expressly conditioned upon Tenant having received Landlord's consent thereto; 13.1.8 Failure ofTenant to restore thc Security Deposit to the amount and within the time period provided in Lease section 3.64 13.1.9 Failure in the performance of any of'enant's covenants, agreements or obligations hereunder (except those failures specified as events of Default in other subparts of this Lease article 13, which shall be governed by such other Lease sections), which failure continues for 30 days aFtcr written notice thereof from Landlord to Tenan(, provided that 18 if Tenant has exercised reasonable diligence to cure such failure and such Iai lure cannot be cured within such 30 day period despite reasonable diligence, Tenant shall not be in default under this subparagraph unless Tenant fails thereat)er diligently and continuously to prosecute the cure to completion. 13.2 Landlord's Rcmcdics. In the event of any default by Tenant, Landlord shall have the Iollowing remedies, in addition to all other rights and remedies provided by Law or otherwise provided in this Lease, to which Landlord may resort cumulatively or in the alternative: 13.2.1 Landlord may, at Landlord's election, keep this Lease in eAect and enforce by an action at law or in equity all of its rights and remedies under the Lease, including: (i) the right to recover the rent and other sums as they become due by appropriaic legal action; (ii) thc right to make payments required ol'enant or perform Tenant's obligations and hc reimbursed by Tenant for thc cost thereofwith interest at the Agreed interest Rate from the date the sum is paid by Landlord until Landlord is reimbursed by Tenant; and (iii) the remedies of injunctive relief and specific cnforccmcnt to compel Tenant to perform its obligations under this Lease. 13.2.2 Landlord may, at Landlord's election, terminate this Lease by giving Tenant written notice of termination, in which cvcnt this Lease shall tcrminatc on thc date set fonh for termination in such notice. Any termination under this subparagraph shall not relieve Tenant from its obligation to pay any sums then due Landlord or from any claim against Tenant for damages or rent previously accrued or then accruing. In no event shall any one or more of the following actions by Landlord, in the absence of a written election by Landlord to terminate this Lease, constitute a termination of this Lease: A. appointment of a receiver or keeper to protect Landlord's interest hereunder; B. consent to any subletting of the Leased Premises or assignment ol'his Lease by Tenant, whether pursuant to the provisions hereofor otherwise; or any other action by Landlord or Landlord's agents intended to mitigate the adverse effects of any breach of this Lease by Tenant, including. without limitation. any action taken to maintain and preserve the Leased Premises or any action taken to re-let the Leased Premises or any portinns thereol: for the account ofTenant and in thc name of Tenant. 13.2.3 In the event Tenant breaches this Lease and abandons thc Leased Premises, this Lease shall not terminate unless Landlord gives Tenant wriuen notice of its election to so terminate this Lease. bio act by or on behalf of Landlord intended to mitigate the adverse effect of such breach, including those described by section 13.2.2, subparagraphs A, B and C immediately preceding, shall constitute a termination ofTenant's right to possession unless Landlord gives Tenant wriuen notice of termination. Should Landlord not terminaic this Lease by giving Tenant written notice, Landlord may enforce all its rights and remedies under this Lease, including the right to recover the rent as it becomes due under the Lease as provided in California Civil Code section 1951.4, as in effect on the EIYective Date of this Lease. 13.2.4 In the event Landlord terminates this Lcasc, Landlord shall bc entitled. at Landlord's election, to damages in an amount as set forth in California Civil Code section 1951.2 as in effect on the Effective Date of this Lease. For purposes of computing damages pursuant to Civil Code section 1951.2: (i) the Agreed Interest Rate shall be used where permiucd; and (ii) rent due under this Lease shall include Base Monthly Rent and all other rent hereunder, prorated on a monthly basis where necessary to compute such damages. Such damages shall include, without limitation: the worth at the time of award of the amount by which the unpaid rent I'or the balance of the term after the time of award exceeds the amount of such rental loss that Tenant proves could be reasonably avoided, computed by discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of award plus one percent (1%); and B. any other amount necessary to compensate Landlord I'or all detriment proximately 19 caused by Tenant's failure to perform Tenant's obligations under this Lease, or which in the ordinary course of things would bc likely to result therefrom, including, without limitation, the following: (i) expenses for cleaning, repairing or restoring the Leased Premises; (ii) expenses for altering, remodeling or otherwise improving the Leased Premises for thc purpose of reletting, including installation of leasehold improvements (whether such installation be funded by a reduction of rent, direct payment or allowance to a new tenant, or otherwise); (iii) broker's fees, advertising costs and other expenses of releuing the Leased Premises; (iv) costs of carrying the Leased Premises, such as taxes, insurance premiums, utilities, and security precautions; (v) expenses in retaking possession of the Leased Premises; and (vi) attorneys'ees and coun costs incurred by Landlord in retaking possession of'the Leased Premises and in re-leasing the Leased Premises or otherwise incurred as a result of 'fenant's default. For purposes of this article, the reni due for any calendar month aller which Tenant has terminated the operation of its business as herein specilied or has abandoned the Leased Premises shall be deemed to be the average monthly rent, including the Base Monthly Rent and all additional rent hereunder, which were due for the 12 month period immediately prior to such termination or for such shorter period of time as this Lease shall have bccn in clYcch 13.2.5 Nothing in this section shall limit Landlord's right to indemnification from Tenant as provided in Lease section 10.3. 13.3 Landlord's Default and Tenant's Remedies. In the event Landlord fails to perform any of its obligations under this Lease and fails to cure such default within 30 days after written notice from Tenant specii'ying the nature of such default whcrc such default could reasonably bc cured within said 30 day period, or fails to commence such cure within said 30 day period and therealier continuously with duc diligencc prosecute such cure to completion where such default could not reasonably be cured within said 30 day period, then Tenant shall have the following remedies only; 13.3.1 Tenant may proceed in equity or at law to compel Landlord to perform its obligations andIor to recover damages proximately caused by such I'ailure to perform. 1332 Tenant, at its option, may cure any default ol'Landlord at Landlord's cosh lf'fenant at any time by reason of Landlord's defauh reasonably pays any sum or does any act that requires the payment of any sum, the sum paid by Tenant shall be immediately due from Landlord to Tenant at the time the sum is paid, and shall bear interest at the Agreed Interest Rate from the date the sum is paid by Tenant until Tenant is reimbursed by Landlord. 13.3.3 Subject to the provisions of Lease section 13.3.2 above, Tenant waives the provisions of sections 1932, 1933(4), 1941, and 1942 of'the Calilomia Civil Code andlor any similar or successor law regarding Tenant's right to terminate this Lease or to make repairs and deduct the expenses of such repairs I'rom the rent due under the Lease. Tenant hereby waives any right of redemption or relief from forfeiture under the laws of thc State of California, or under any other present or future law, in the event Tenant is evicted or Landlord takes possession of the Leased Premises by reason ofany default by Tenant. 13.4 Waiver. One party's consent to or approval of'any act done by the other pany, which act requires thc first party's consent or approval, shall not be dccmcd to waive or render unnecessary the first party's consent to or approval of any subsequent similar ac( by the other party. The receipt by Landlord of any rent or payment wiih or without knowledge of the breach of any other provision hereof shall not be deemed a waiver ofany such brcach unless such waiver is in writing and signed by Landlord. No delay or omission in thc exercise of any right or remedy accruing to either party upon any breach by the other party under this Lease shall impair such right or remedy or be construed as a waiver of any such breach theretofore or hereager occurring. The waiver by either party of any breach of any provision of this Lease shall not be deemed to be a waiver of any subsequent breach of the same or any other provisions herein contained. Moreover, if Landlord accepts a partial payment of rent alter the delivery to Tenant ol'a Three Day Notice to Pay or Quit and/or alter filing an unlawful detainer complaint pursuant to California Code of Civil Procedure section 1166, Landlord's acceptance of partial payment is only evidence ol'that payment, without 20 waiver of any rights, including any right Landlord may have to recover possession of thc Leased Premises by means of that same unlawful detainer action as premised upon the very same Three Day Notice to Pay or Quit. 14.1 Bv Tenant. ARTICLE 14. ASSIGNMENT AND SUBLEASING Tenant shall not voluntarily, nor by operation of law: (I) mortgage, pledge, hypothecate or encumber this Lease or any interest herein; (2) assign or transfer this Lease or any interest herein; (3) sublet the Leased Premises or any part thereof; or any right or privilege appurtenant thereto; or (4) allow any other person (the employees, agents, and invitees ol'Tenant excepted) to occupy or use the Leased Premises, or any portion thereol; without tirst obtaining the written consent of Landlord, which consent shall not be withheld, conditioned or delayed unreasonably ("Transl'er Request"). When Tenant requests Landlord's consent to such assignment or subletting, Landlord shall have the option, to be exercised within l5 days of receipt of thc foregoing request, to: (I) cancel this Lease as ol'he commencement date stated in the proposed sublease or assignment, (2) acquire from Tenant the interest, or any portion thereof, in this Lease and/or the Leased Premises that Tenant proposes to assign or sublease, on the same terms and conditions as stated in the proposed sublet or assignment agreement, (3) consent to the proposed assignment or sublease, or (4) refuse its consent to the proposed assignment or sublease, providing that such consent shall not bc unreasonably withheld. In this regard: 14.1.1 Except for a Voluntary Permitted Transl'er, any attempted subletting, assignment, or encumbrance without Landlord's prior consent shall bc voidable and, at Landlord's election, shall constitute a default. 14.1.2 Tenant agrees to reimburse Landlord all reasonable costs and attorneys'ees incurred by Landlord in conjunction with the processing and documentation of any such requested subletting, assignment or encumbrance, none of which shall be effective until Tenant shall have paid such costs and lees. 14.1.3 Consent by Landlord to one or more assignments or encumbrances of this Lease, or to one or more instances of subletting of the Leased Premises, shall not be deemed to be a consent to any subsequent assignment, encumbrances, or subleuing. 14 I 4 No subletting or assignment, even with the consent ol'andlord. shall relieve Tenant of its personal and primary obligation to pay the rent and to perform all of the other obligations to be performed by Tenant hereunder. The acceptance of rent by Landlord from any person shall not be deemed to be a waiver by Landlord of any provision of this I.ease or to be consent to any assignment or subletting. 14.1.5 If Tenant is a corporation, any dissolution, merger, consolidation, or other reorganimtion ofTenant, or the sale or other transfer in the aggregate over the Lease Term ofa controlling percentage of the capital stock of Tenant, shall be dcemcd a voluntary assignment of Tenant's interest in this Lease. The phrase "controlling percentage" means the ownership ofand the right to vote stock possessing more than li fty percent (50'/v) of the total combined voting power ofall classes of'fenant's capital stock issued, outstanding and entitled to vote for the election of directors. If Tenant is a partnership or a limited liability company, a withdrawal or change, voluntary, involuntary or by operation of law, of any general panner or member(s), or the dissolution of the partnership or limited liability company, shall be deemed a voluntary assignment. 14.1.6 If Tenant assigns or sublets its interest (or any portion thereof') in this Lease in accordance with this article, then Tenant shall pay to Landlord fitty percent (50'/v) of all net consideration received by Tenant in excess of the rent under the Lease as a result of such 21 assignment as and when received by Tenant as allowed by Civil Code scciion 1995.240, aRer deducting any cost incurred for advertising and other marketing expenses, leasing commission, attorney fees and tenant improvements {"Allowed Transfer Costs"). If Tenant sublets all or part of the Leased Premises in accordance with this article, then Tenant shall pay to Landlord fiRy percent (50%) of the positive difference, i I'any, between (i) all rent and other consideration paid by the subtenant to Tenant less (ii) Allowed Transfer Costs incurred by Tenant incident to the sublease agreement (including an amount equal to the resulting product of the rent payable hereunder to Landlord by Tenant during the time period covered by such payments by the subtenant times a I'raction whose numerator is the Icasablc area of that portion ol'he Leased Premises so sublet and whose denominator is Tenant's Gross Leasable Area). Said consideration shall be payable to Landlord on the same basis, whether periodic or in lump sum, that such consideration is paid to Tenant by its subtenant ager all Allowed Transfer Costs theretofore paid by Tenant have been recouped. Immediately following its execution, Tenant shall deliver to Landlord a true copy ol'any permiued assignment or sublease. At the time Tenant makes any payment to Landlord required by this section 14.1.6. Tenani shall deliver an itemized statement of the method by which the amount duc Landlord was calculated, certified by Tenant as true and correct. Landlord shall have the right to inspect Tenant's books and records relating to the payments duc pursuant to this section. 14.1.7 Tenant shall give Landlord at least 15 days'rior written notice of any desired Transfer and of the proposed terms of such Transfer, including, but not limited to: (i) the name and legal composition of the proposed Transferee; (ii) an audited financial statement, if'vailabl,or any unaudited financial statement if an audited statement is not available,ol'h Transferee prepared in accordance with generally accepted accounting principles for a period ending not more than one year prior to the pmposcd cffcctivc date ol'thc Transler; (iii) the nature of the proposed Transferee's business to be carried on in thc Leased Premises; (iv) all consideration to be given on account ol'he Transfer; (v) a current financial statement ol'enant: and (vi) such other information as may be requested by Landlord. Tenant's notice, shall not be deemed to have been served or given until such time as Tenant has provided Landlord with all information required by section 14.1.7. Without otherwise limiting the criteria upon which Landlord may withhold its consent to any proposed Transfer, if I.andlord withholds its consent where the proposed Transferee's nct worth (according to generally accepted accounting principles) is less than the net worth of Tenant immediately prior to thc Transfer, then such withholding of consent shall be presumptively reasonable. 14.l.g Notwithstanding the provisions of sections 14.1 (including subsections 14.1.1 through 14.1.7) to the contrary, Tenant may, without Landlord's consent, sublet all or any ponion of the Premises or assign the Lease to: (i) a subsidiary, parent, alpiliate, division or corporation controlled by or under common control with Tenant; or (ii) a successor corporation related to Tenant by merger, consolidation, reorganization, acquisition of capital stock, or government action, or (iii) an entity which purchases substantially all of Tenant's assets located on, in or ai the Leased Prcmiscs. However, no such subletting or assignment, even without the consent of Landlord, shall relieve Tenant ol'ts primary obligation to pay rent and perform all of the other obligations to be performed by Tenant hereunder for which it will remain liable. Any of thc above transfers shall be considered a "Voluntary Permitted Transfer" of Tenant's interest in this Lease. Under any such Voluntary Permitted Transfer, Tenant and any assignee(s) or transferee(s) shall be, and agree to be, I'ully liable for all ol'the obligations ofTenant due under the Lease. Moreover, Tenant and such assignee(s) or transferee(s) must notify Landlord in writing ol'uch subletting or assignment described in this section 14.1.g within 15 days of the transfer, and the assignee(s) or transferee(s) must expressly agree, in a written document reasonably satisfactory to Landlord, to assume all of Tenant's obligations under the Lease. A failure to do so shall not relieve such assignee(s) or transferee(s) from liability for all obligations ofTenant due under the Lease. 14.1.9 Tenant acknowledges and agrees that the restrictions, conditions and limitations imposed by this article 14 on Tenant's ability to assign or transt'cr this Lease or any interest herein, to sublet the Leased Premises or any part thereof, to transfer or assign any right or privilege 22 appurtenant to the Leased Premises, or to allow any other person to occupy or use thc Leased Premises or any portion thereof; are, for the purposes ol'Calilbrnia Civil Code section 1951.4, as amended from time-to-time, and lor all other purposes, reasonable at thc time that the Lease was cntcred into, and shall be deemed to be reasonable at the time that Tenant seeks to assign or transfer this Lease or any interest herein, to sublet the Leased Premises or any part thereof, to transfer or assign any right or privilege appurtenant to thc Leased Premises, or to allow any other person to occupy or use the Leased Premises or any portion thereof 14.2 Bv Landlord. Landlord and its successors in interest shall have thc right to transfer their interest in the Property at any time and to any person or entity. In event ofany such transfer, provided that thc transferee has assumed the obligations of the transferor under this Lease, thc Landlord originally named herein (and in thc case ol'any subsequent transfer, the transferor) from the date of such transi'cr: (I) shall be automatically relieved, without any further act by any person or entity, of all liability for the performance of the obligations of the Landlord hereunder which may accrue after the date of such transfer, and fii) shall be relieved of all liability for the performance of the obligations of the Landlord hereunder which have accrued before the date of transfer only il'ts transferee agrccs to assume and bc bound by thc terms of this Lease and to perform all obligations of Landlord hereunder. ARTICLE 15. TFRMINATION 15.1 Surrender of the Leased Premises. immediately prior to the expiration or upon the sooner termination of this Lease. Tenant shall remove all of Tenant's Trade Fixtures and other personal property, and vacate and surrender the Leased Premises to Landlord in the same condition as existed at thc Commencement Date, reasonable wear and tear or damage from casualty or condemnation excepted, with all interior walls cleaned, all carpets shampooed and cleaned. all I-IVAC equipment within the Leased Premises in operating order and in good repair, and all I)oors cleaned, all to the reasonable satisfaction of Landlord, If Landlord so requests at the time ofgiving consent to the Leasehold Improvements, Tenant shall, prior to the expiration or sooner termination of this Lease, remove any such Leasehold Improvements installed by Tenant ager the Commcncemen( Date designated by Landlord at the time of giving consent to the Leasehold improvements, and repair all damage caused by such removal. If the Leased Premises are not so surrendered at the termination ol'this Lease, Tenant shall be liable to Landlord for all costs incurred by Landlord in returning the Leased Premises to the required condition, plus interest on all costs incurred at the Agreed Interest Rate. Tenant shall indemnify Landlord against loss or liability resulting from delay by Tenant in so surrendering the Leased Premises, including, without limitation, any claims made by any succeeding tenant or losses to Landlord due to lost opportunities to lease to succeeding tenants, but only if Landlord gives Tenant at least IS days'dvance written notice that such consequential damages will be incurred. Tenant, on or before thc cnd ol'the Term or sooner termination of this Lease, shall remove all of Tenant's personal property and trade fixtures from the Premises, and all Tenant' property not so removed on or before the end of the Lease Term, or sooner termination of this Lease, shall be deemed abandoned by Tenant and title to same shall thereupon pass to Landlord without compensation to Tenant. Landlord may, upon termination ol'his Lease, remove all moveable furniture and equipment so abandoned by Tenant, a( Tenant's sole cost, and repair any damage caused by such removal at Tenant's sole cost. If the Premises be not surrendered at thc end of the Term or sooner termination ofthis Lease.'fenant shall indemnify Landlord against loss or liability resulting from the delay by Tenant in so surrendering thc Premises, including, without limitation, any claims made by any succeeding tenant founded on such delay, but only if Landlord gives Tenant at least 15 days'dvance written notice that consequential damages will be incurred. Nothing contained herein shall be construed as an extension of the Term hereof, nor as consent by Landlord to any holding over by Tenant. The voluntary or other surrender of this Lease or thc Premises by Tenant or a mutual cancellation of this Lease shall not work as a merger and, at the option of Landlord, shall either terminate all or, any existing subleases or sub-tenancies or operate as an assignment to Landlord of all or any such subleases or subtcnancies. 23 15.2 Holdina Over. This Lease shall terminate without I'urthcr notice at the expiration ol'the Lease Term. Any holding over by 'I'enant afler expiration ol'the Lease Term shall not constitute a renewal or extension of the Lease, nor shall such holding over give Tenant any rights in or to the Leased Premises except as expressly provided in this Lease. Any holding over aflcr such expiration with the consent of Landlord shall be construed to be a tenancy from month-to-month on the same terms and conditions herein specified insofar as applicable except that Base Monthly Rent shall be increased to an amount equal to one hundred fifly percent (150%) of the Base Monthly Rent required during the last month of the Lease Term. ARTICLE 16. LANDLORD'S RIGHT TO ENTER 16.1 Landlord's Rtaht to Enter. Tenant shall permit Landlord and its agents to enter the Leased Premises at all reasonable times, upon prior notice by Landlord, occurring not less than 24 hours in advance of I.andlord's entry (except in an emergency, in which case no notice is required), lbr the purpose oli (i) inspecting thc same; (ii) posting notices of non-responsibility; (iii) supplying any service to be provided by Landlord to Tenant; (iv) showing the Leased Premises to prospcctivc purchasers, mortgagees or, during the last nine months of the Lease Term, to tenants or prospective tenants; (v) making necessary alterations, additions, or repairs; (vi) performing Tenant's obligation when Tenant has failed to do so afler written notice from Landlord; (vii) placing upon the Leased Premises ordinary "for lease" signs during the last nine months of the Lease Term, or "for sale" signs at anytime. For each of the al'oresaid purposes, Landlord may enter the Leased Premises by means of a master key, and Landlord shall have the right to use any and all means Landlord may deem necessary and proper to open the doors of the Leased Premises in an cmcrgency. Any entry to the Leased Premises or portions thereoi'btained by Landlord by any oi'aid means, or otherwise, shall not under any circumstances be construed or dccmcd to bc a forcible or unlawful entry into, or a detainer of the Leased Premises, nor an eviction, actual or constructive, of Tenant from the Leased Premises or any portion thereof. When Landlord enters the Premises for those purposes described hereinabove, Landlord shall use reasonable efforts to ensure it docs not intcrfcrc with Tenant's usc of the Premises, and shall agree to indemnify Tenant against all damages caused by Landlord's unreasonable interference. il'ny, with Tenant's usc of'he Premises. ARTICLE 17. MORTGAGES AND TRANSFER 17.1 Subordination. This Lease is subject and subordinate to all underlying ground leases, mortgages and deeds ol'rust which affect the Property and are of public record as of the Effective Date of this Lease, and to all renewals, modifications, consolidations. replacements and extensions thereof. However, if the lessor under any such lease, or any Lender holding such mortgage or deed of trust, shall advise Landlord that it desires or requires this Lease to be prior and superior thereto, then, upon written request of Landlord to Tenant, Tenant shall promptly execute, acknowledge and deliver any and all documents or instruments which Landlord or such lessor or Lender deems necessary or desirable to make this Lease prior thereto. At Landlord's election, this Lease shall become and thereafler remain subject and subordinate to any and all future ground leases, mortgages or deeds of trust affecting the Property which may hereafler bc exccutcd and placedol'ulicrecord after the Commencement Date of this Lease, or any renewals, modifications, consolidations, replacements or extensions thereof, for the full amount ofall advances made or to be made thereunder and without regard to the time or character of such advances, so long as the lessor of such ground lease, or the Lender holding the mortgage or deed oftrust to which this Lease is to be subordinated, agrees that it will recognize Tenant's rights under this Lease and not disturb its quiet possession of the Leased Premises so long as Tenant is not in default hereunder, beyond any application notice and cure period. Tenant agrees, within 10 business days after Landlord's written request therefor, to execute, acknowledge and deliver upon request of Landlord any and all documents or instruments requested by Landlord or such lessor or mortgage holder(s) as may be necessary or proper to assure the subordination ofthis Lease to any such ground lease, mortgage or deed of trust. )72 Tenant's Attornment. Tenant shall attorn: (i) to any purchaser of the Property at any foreclosure sale or private sale conducted pursuant to any security instrument encumbering the Property;(ii) to any grantee or transferee designated in any deed given in lieu of foreclosure. or (iii) to the lessor 24 under any underlying ground lease should such ground lease be terminated. 17.3 Mortaaaec Protection. In the event of any default on the part of'andlord, Tenant will give notice by registered mail to any Lender or lessor under any underlying ground lctxsc whose name has been provided in writing to Tenant, and Tenant shall offer such I.ender or lessor a reasonable opportunity to cure the default, including time to obtain possession of thc Lcascd Prcmiscs by power of sale or judicial foreclosure or other appropriate legal proceedings, if such should prove necessary to elfect a cure. 17.4 Estoooel Ccrtillcates. At all times during the Lease Term following any rcqucst by Landlord, Tenant agrees to cxccute and deliver to Landlord, within 10 business days of Landlord's request therefor, an estoppel certificate, except as otherwise set forth in such requesh (i)certil'ying that this Lease is unmodified and in full force and etfect, or, if modified. stating the nature of such modification and certilying that this Lease, as so modified, is in I'ull force and effect; (ii) stating thc date to which the rent and other charges are paid in advance, if any; (iii) acknowledging that there is not, to Tenant's knowledge, any uncured default on the part of Landlord hereunder; and, if there are uncured defaults on the part of Landlord, stating thc nature of such uncured defaults; and (iv) certifying such other information about thc Lease as may be reasonably required by Landlord. Tenant's failure to deliver an estoppel certificate within 10 business days aflcr delivery of Landlord's request therefore shall be a conclusive admission by Tenant that, as of the date of thc request for such statemenL (i) this Lease is unmodified except as may be represented by Landlord in said request and is in full force and effect; (ii) there are no uncured defaults in Landlord's performance; and [iii) no rent has been paid more than one month in advance. 17.5 Financial Statcmcnts. At any time during the Lease Term, but not more than twice per year, Tenant shall, upon 10 business days'rior written notice from Landlord, provide Tenant's most recent financial statement, as well as Tenant's most recent financial statements covering the 24 month period prior to the date of such most recent financial statements to Landlord and to any existing Lender, potential Lender, buyer and/or potential buyer of the Premises, subject to any commercially reasonable non-disclosure agreement provided by Tenant. Such statements shall bc prepared in accordance with generally accepted accounting principles and, if such is thc normal practice ol'Tenant, shall be audited by an independent Certified Public Accountant. ARTICLE 18. GENFRAI. PROVISIONS 18.1 Farce Maieurc. Any prevention, delay, or stoppage of thc operation ofTenant's business in thc Leased Premises, due to: (i) strikes, lockouts, labor disputes or labor shortages; (ii) inability to obtain materials, supplies or reasonable substitutes therefor; (iii) governmental restrictions, regulations, controls, action or inaction by local governmental agencies, embargoes. civil commotion, terrorist act, riot, or war; (iv) earthquake, liood. fire, power failure or shortagc, or other acts ofGod; {v) other causes beyond the reasonable control of the party obligated to pcrlorm (except financial inability) shall excuse per formancc ofany obligation under this Lcasc ~exec t thc obligation ol'Tenant to pay rent or any other sums due hereunder, for a period equal to the period ol'any said prevention, delay or stoppage. The party to whom thc obligation is owed may terminate this Lease by giving notice to thc other party, unless said party giving notice has been the cause of such delay. 18.2 Notices. Any notice required or desired to be given regarding this Lease shall be in writing and shall be personally served or, in lieu of personal service. may be delivcrcd by certificd mail.II'r by mail, such notice shall be deemed to have been given: (i) on the third business day aller mailing if such notice was deposited in the United States Mail, certified mail and postage prepaid, addressed to the party to be served at its address as first above set forth, and (ii) in ail other cases, when actually received. Either party may change its address by giving notice of same in accordance with this section 18.2. All notices, demand, requests, advices or designations by Landlord to Tenant shall be deemed suflicicntly given, made or delivered: {i) if personally served on Tenant by leaving same at thc Premises; or (ii) if sent by United States Mail through either "certified" or "registered" processes, 25 postage prepaid, addressed to Tenant at thc Premises. All notices, demands, requests, adviccs or designations by Tenant to Landlord shall be sent by United States cenified or registered mail, postage prepaid, addressed to Landlord at its olTices. 6623 Whttboumc Drive, San Jose, CA. 95I20 or by personal service or service by facsimile transmission. All notices, demands, requests, advices or designations by Landlord to Tenant shall be sent by United States certified or registered mail, postage prepaid, addressed to Tenant at: Best Cleaners (Liam Bui) 2854 Alum Rock Ave San Jose, CA 95127 buixuanltemgyahoo.corn Liam Bui 408) 784-2023 I8.3 Fees and Exuenses. All sums reasonably incurred by Landlord enforcing or implcmcnting the terms of this Lease in connection with any event of 1'enant Default, or holding over of possession by Tenant aRcr thc expiration or earlier termination of this Lease, including, without limitation, all costs, expenses and actual accountants, appraisers, attorneys and other professional fees, and any collection agency or other collection charges, shall be due and payablc by Tenant to Landlord on demand. Tenant's obligation in this regard shall bear interest thereon at the Agreed Interest Rate, regardless ofwhether or not legal proceedings are, or have been, commenced to enforce the Lease. Tenant's obligation in this regard includes attorneys'ees and expenses arising in or related to a case brought by Tenant, its successors, assignees or subtenant(s) under title I I U.S.C., commonly known as "Bankruptcy Code" provisions. If either Landlord or Tenant commences or engages in. or threatens (o commence or engage in, an aciion by or against the other party arising out of or in connection with the interpretation of or enforcement of the terms, conditions and obligations of this Lease, including, but not limited to, any action for recovery of rent due and unpaid, or to recover possession ol'the Premises, or I'or damages for breach of this Lease, then thc prevailing party shall be entitled to have and recover from the losing party reasonableattornys''cs, expert's fees and costs, arbitrator's fees and costs, discovery costs and expenses and other costs incurred in connection with the action, preparation for such action. any appeals relating thereto and enforcing any judgments rendered in connection thcrcwith. I8.4 Cornorate Authoritv. II'Tenant is a corporation (or a partnership), each individual executing this Lease on behalf of such corporation (or partnership) represents and warrants that sthe is duly authorized to execute and deliver this Lease on behalf of said corporation in accordance with the bylaws of the said corporation (or panncrship in accordance with thc partnership agreemcntol'i partnership) and that this Lease is binding upon said corporation (or pannership) in accordance with its terms. II'Tenant is a corporation, each person who executes this Lease on behall'ol'Tenant does hereby covenant and warrant that Tenant is a duly authorized and existing corporation, that Tenant has and is qualified to do business in California and thai the corporation has full right and authority to enter into this Lease. IfTenant is a corporation, Tenant shall, within 30 days aller written request thcrelore by Landlord, deliver to Landlord a certilied copy ol'he resolution of the board of directors of said corporation authorizing or ratifying the execution of this Lease. I8.5 Additional Definitions. Any term that is given a special meaning by any provision in this Lease shall have such meaning when used in this Lease or any addendum or amendment hereto. As used herein, the following terms shall have the following meanings: 18.5.l Aareed Interest Rate. The term "Agreed Interest Rate", shall mean an interest rate of either ten percent {I 058) per annum, or the maximum applicable rate permiued by law, whichever is less. 18.5.2 The term "CPI" shall mean the Consumer Price Index for All Items, for All Urban Consumers (base year 1982-l984 '00) for San Francisco-Oakland-San Jose, California published by the United States Department of Labor, Bureau of Labor Statistics. If the CPI is changed so that the base year differs from that used as of the Commencement Date, the CPI shall be convened in accordance with the conversion factor published by the U.S. Department of Labor, Bureau of lmbor Statistics. If the CPI is discontinued or revised 26 during the term, such other government index or computation with which it is replaced shall be used in order to obtain substantially the same result m would be obtained if the CPI had not been discontinued or revised. 18.5.3 Effective Date. The term "EITective Date" shall mean the date thc last signatory to this Lease, whose execution is required to make the Lease binding on thc panies hereto, shall have executed this Lease. 18.5.4 Law. The term "Law" shall mean any judicial decision, statute, constitution, ordinance, resolution, regulation, rule, administrative order, or other rcquircmcnt ol'any municipal, county, state, federal or other government agency or authority having jurisdiction over the parties to this Lease or the Leased Premises or both. in elfcct either at the EITcctive Date of this Lease or any time during thc Lease 1'erm, including, without limitation. any regulation, order, or policy of any quasi-governmental entity or body (e.g., board of lire examiners, public utilities or special district). 18.5.5 Leasehold Imnrovements. The term "Leasehold Improvements" shall mean all improvements, additions, alterations, and fixtures installed in the Leased Premises by Tenant, at its expense, which are not Trade Fixtures. 18.5.6 Lender. The term "Lender" shall mean any beneficiary, mortgagee. secured party. or other holder of any deed of trust, mortgage or other written security dcvicc or agreement alTecting the Property, and the note or other obligations secured by it. 1857 Private Restrictions. The term "Private Restrictions" shall mean all recorded covenants, conditions and restrictions, private agreements, reciprocal easement agreements, and any other recorded instruments affecting thc use of the Leased Premises. as they may exist from time to time. 18.5.8 Trade Fixtures. The term "Trade Fixtures" shall mean anything aflixed to the Leased Premises by Tenant, at its expense, for the purposes of trade, manufacture, ornament, or domestic use (except replacement of similar work or material originally installed by Landlord) which can be removed without injury to the Leased Premises unless such thing has, by the manner in which it is aAixed. become an integral part of the Leased Premises; provided, however, that all of Tenant's signs shall be Trade Iiixtures regardless ol'ow affixe to the Leased Premises. 18.6 Construction of Meanina and Other Miscellaneous Provisions. (I) Should any provision of this Lease prove to be invalid or illegal, such invalidity or illegality shall in no way affect, impair or invalidate any other provision hcrcof, and such remaining provisions shall remain in full I'orce and eifcct. (2) 'fime is of the essence with respect to the performance of every provision of this Lcasc in which time of performance is a factor, (3) The captions used in this Lease are for convenience only and shall not be considered in the construction or interpretation of any provision hereof. (4) Any executed copy of this Lease shall be deemed an original for all purposes. (5) This Lease shall, subject to the provisions regarding assignment, apply to and hind the respective heirs, successors, executors, administrators, and assigns ol'Landlord and Tenant. (6) "Party" shall mean Landlord or Tenant, as the context implies. (7) lf'Tenant consists ol'more than one person or entity. then all members of Tenant shall be jointly and severally liable hereunder. (8) This Lease shall be construed and enforced in accordance with the laws of the State of California. (9) The language in all parts of this Lease shall in all cases be construed as a whole according 27 to its fair meaning, and not strictly for or against either Landlord or Tenant. (IO) When the context of this Lease requires, the neuter gender includes the masculine, thc feminine, a pannership or corporation or joint venture, and thc singular includes the plural. (11) The terms -shall", -will'nd "agree" are mandatory. The term -may" is permissive, (12) When a party is required to do something by this Lease, it shall do so at its sole cost and expense, without right of reimbursement from the other party unless specilic provision is made therefore. (13) All measurements of gross leasable area shall be made from thc outside faces of exterior walls and the centerline ofjoint panitions. ()4) Landlord makes no covenant or warranty as to the exact square footage of any area. (15) Where Tenant is obligated nor to perform any act, Tenant is also obligated to restrain any others within its control from performing said act, including agents, invitees. contractors, subcontractors and employees. (16) Landlord shall not become, nor be deemed to be a partner nor a joint venture with Tenant by reason of the provisions of this Lease. 18.7 Ouict Eniovment. Upon the observance and performance oi'll thc covenants. terms, and conditions on Tenant's part to bc observed and performed, and subject to thc other provisionsi'hi Lease, Tenant shall peaceably and quietly hold and enjoy thc Premises f'r the Term without hindrance or interruption by Landlord or any other person claiming by or through Landlord. Landlord agrees to make reasonable efforts to protect Tenant from interference or disturbance by other tenants or third parties; however, Landlord shall not be liable for any interference or disturbance, nor shall Tenant be released 1'rom any ol'the obligations of'his Lease because of such interference or disturbance. 18.8 Landlord Renresentations. Landlord represents to Tenant that it is the owner of the Property with full power and authority to enter into this Lease. )8.9 Brokeraae Commissions. Tenant warrants that it has not had any dealings with any real estate brokers, leasing agents, salesmen, or incurred any obligations Ior the payment of real estate brokerage commissions or linder's fees which would be earned or due and payable by reasonf' execution of this Lease. Landlord warrants that it has not had any dealings with any real estate brokers, leasing agents, salesmen, or incurred any obligations for the payment of real estate brokerage commissions or finder's fees which would be earned or due and payable by reason of the execution of this Lease. Tenant hereby agrees to and shall indemnify, defend, and hold harmless Landlord from and against any and all claims, liabilities, causes of action, damages, including attorneys'ees and costs, arising out of any claims or causes of action that may be assened against Landlord by any other broker, finder or other real cstatc agent with whom Tenant has purportedly dealt, in connection with the subject matter of this Lease. Landlord hereby agrccs to, and shall indemnify, defend and hold harmless Tenant I'rom and against any and all claims, liabilities, causes ofaction, damages, including attorney's 1'ees and costs. arising out oi'any claims or causes ofaction which may be asserted against Tenant by any other Broker, tinder, or other real estate agent with whom Landlord has purportedly dealt, in connection with the subject maucr of this Lease. 18.)0 Entire Aareement. The Lease constitutes the entire agreement between the parties. There arc no binding agreements or representations between the parties, except as expressed herein. Tenant acknowledges that neither Landlord nor Landlord's agent has made any representation or warranty as toi (i) whether the Leased Premises may bc used for Tenant's intended use under existing law, or (ii) the suitability of the Leased Premises for the conduct of Tenant's business, nor the condition of any of the improvements located thereon. Tenant expressly waivcs all claims for damage by 28 reason of any statement, representation, warranty, promise or other agreement of Landlord or Landlord's agent(s), if any, not contained in this Lease or in any addendum or amendment hereto. No subsequent change or addition to this Lease shall be binding unless in writing and signed by the panies hereto. 18.11 Sceuritv Measures. Tenant hereby acknowledges that thc Rent payablc to Landlord hcrcunder does not include the costs ofguard 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, Tenant's invitees and their property from acts of third parties. 18.12 Siunatures Reauired/Non-Biadina Offer. Submission of this Lease for examination or signature by Tenant does not constitute an offer or option for lease, and it is not effective as a lease or otherwise until executed and delivered by both Landlord and Tenant. 18.13 Multiolc Counteruarts. This Lease may be executed in several counterparts, each of which is deemed an original, but all ofwhich constitute one and thc same instrument. l-lowcvcr, in making proof, only one copy signed by the party to be changed is required ARTICLE 19. ENVIRONMENTAL MATTERS 19.1 Tenant's Covenants Reuardinu 1lazardous Materials. 19.1.1. Tenant shall at all times and in all respects comply with all federal, state and local laws, ordinances, and regulations ('I-lazardous Materials Laws") relating to industrial hygiene. environmental protection, or the use, analysis, generation, manufacturer, storage, disposal or transportation of any oil, flammable explosives, asbestos, urea I'ormaldehyde, radioaclive materials or waste, or other hazardous, toxic, contaminated or polluting materials, substances or wastes, including, without limitation, any "hazardous substances" ("Hazardous Materials") in connection with its use of the Leased Premises. 19.12 Tenant shall, at its own expense, procure, maintain in effect and comply with all conditions of any and all permits, licenses and other governmental and regulatory approvals required for 'fenant's use of the Leased Premises, including, without limitation, discharge of (appropriately treated) materials or waste into or through any sanitary sewer serving thc Leased Premises. Except as discharged into the sanitary sewer in strict accordance and conformity with all applicable I.lazardous Materials, Tenant shall cause any and all Hazardous Materials removed from the Leased Premises to be removed and transported only by duly licensed haulers to duly licensed facilities for linal disposal of such materials and waste. Tenant shall in all respects handle, treat, deal with and manage any and all Hazardous Materials in, or under or about the Leased Premises in total conformity with all applicable Hazardous Materials Laws and prudent industry practices regarding management of such Hazardous Materials. Upon expiration or earlier termination ol'he term of the Lease, Tenant shall cause all Hazardous Materials to be removed from the Leased Premises and transported f'or use, storage or disposal in accordance and in compliance with all applicable Hazardous Materials Laws. Tenant shall not take any remedial action in response to the presence ol'any Hazardous Materials in or about the Leased Premises or any building, nor enter into any settlement agreement, consent decree or other agreement with respect to claims relating to Hazardous Materials in any way connected with the Leased Premises, without first notifying Landlord ol'its intention to do so, and affording Landlord ample opportunity to appear, intervene or otherwise appropriately assert and protect Landlord's interest with respect thereto. 19.1.3 Tenant shall immediately notify Landlord in writing of any of the following, of which Tenant has actual knowledge: A. any enforcement, cleanup, removal or other governmental or regulatory action instituted, completed or threatened pursuant to any Hamrdous Materials Laws; B. any claim madeor threatened by any person against Tenant or the Leased Premises relating to damage, contribution, cost recovery compensation, loss or injury 29 resulting from or claimed to result from any lqazardous Materials; and any reports made to any environmental agency arising out ofor in connection with any Hazardous Materials in or removed from the Leased Premises, including any complaints, notices, warnings or asserted violations in connection therewith. Tenant shall also supply to Landlord as promptly as possible, and in any cvcnt within five business days afler Tenant lirst receives or send thc same, with copies ofall claims, reports, complaints, notices, warnings or asscned violations related in any way to the Premises or Tenant's use thereof. Tenant shall promptly deliver to Landlord copies of Hazardous waste manifest reflecting the legal and proper disposal of all Hazardous Materials removed from the Leased Premises. I9.2 Indemnification of Landlord. To the extent arising I'rom any breach of Lease section 19.1, Tenant shall indemnify, defend by counsel reasonably acceptable to Landlord, protect, and hold Landlord and each of Landlord's partners, employees, agents, attorneys. successors, and assigns, free and harmless from and against any and all claims, liabilities, penalties. forfeitures, losses or expenses (including reasonable attorney's fees) or death ol'or injury to any person or damage to any property to the extent arising from or caused by: (A) the presence in, or under or about the Leased Premises caused by Tenant or discharge by Tenant in or from the Leased Premises of any Hazardous Materials, or Tenant's use, analysis, storage, transponation, disposal, release, threatened release, discharge or generation ofHazardous Materials to, in, on, under, about or I'rom the Leased Premises; or (B)Tenant's failure to comply with any I-lazardous Materials Law. Tenant's obligations hereunder shall include, without limitation, whether foreseeable or unforeseeable, all costs of any required or necessary repair, cleanup or detoxification or decontamination of the Leased Premises, and the preparation and implementation of any closure, remedial action or other required plans in connection therewith. I enant's obligations hereunder shall survive the expiration or earlier termination of the term of this Lease. For purposes of the release and indemnity provision hereol; any actions or omissions of Tenant or by employees, agents, assignees, contractors or subcontractors ol'enant or others acting for or on behalll't(whether or not they are negligent, intentional. willful or unlawful) shall be strictly attributable to Tenant. Notwithstanding the foregoing, neither Tenant nor any of Tenant' employees, agents, officers, contractors, directors and shareholders ("Tenant Party") shall be liable or responsible for any pre-existing I-lazardous Materials in, on, under or about the Leased Premises or any adjacent property, prior to the Commenccmcnt Date, or any migration of Hazardous Materials in, on, under or about the Leased Premises or any adjacent propeny. at anytime, unless causedby Tenant or a Tenant Party. 19.3 Tenant Indemnification. Landlord shall defend, indemnify, protect. and hold Tenant and each ofTenant's partners, employees, agents, attorneys, successors, and assigns. free and harmless from and against any and all claims, liabilities, penalties, I'orfeitures, losses or expenses (including reasonable attorney's fees) or death of or injury to any pcrson or damage to any property to the extent arising from or caused directly or indirectly by Landlord's use. analysis, storage, transportation, disposal, release, threatened rclcase. discharge or gcncration of I-lazardous Materials to, in, on, under, about or from thc Property. I9.3. I Notwithstanding the foregoing to the contrary, Landlord shall be responsible, at Landlord's sole cost and expense, to remove, remediate, or othetwisc abate afl Hazardous Materials found to be located on, in, or under the Propeny as ol'thc Commencement Date (the "Pre-Existing Hazardous Material"). Landlord and Tenant each acknowledge and agree that Landlord's obligations hereunder to remove, remcdiatc or otherwise abate such Pre-Existing Hazardous Materials shall be determined solely by the Santa Clara County Health Department or other governmental agency which orders or requires such removal, remediation or abatement. The mere presence of Pre-Existing Hazardous Materials shall not trigger any obligation on the part of Landlord to remediate such environmental condition. Following such order by the appropriate governmental agency, Landlord shall use reasonable efforts to rcmove, remediate or otherwise abate such Prc-Existing Hazardous Materials in a manner which does not unreasonably interlere with Tenant's use and operation ol'he Property. ARTICLE 20. 30 OPTION TO EXTEND I.EASE 20.1 Ootion to Extend Lease Term. Landlord hereby grants to Tenant an option to extend the Lease Term for a 0 year period (the "Option Period") on the following terms and conditions: A. Tenant must give Landlord notice in writing of its election to exercise its option no earlier than seven months before the date on which the Lease Term would end, but Ior the exercise ol'he option, and no later than 120 days be lore the date the Lease Term would end, but Ibr the exercise of the option. B. Tenant may not extend the Lease Term pursuant to any option granted by this paragraph if Tenant is materially in monetary default beyond any applicable notice and cure period as of the date of exercise of the option in question, or as of the date this Lease would have been terminated but for said exercise. C. All terms, covenants and conditions of this Lease shall apply during the option period. except that the Base Monthly Rent Ior thc option period shall be determined as provided in subparagraph D below. D. The Base Monthly Rent Ibr the first year of the Option Period shall bc (hc greater oft (i.) Thc Base Monthly Rent payable for thc last month of the Lease Term, or (ii.) The then lair market monthly rent determined as ol'hc commencement of thc option period in question. If the parties are unablc to agree upon the fair market monthly rent Ior the Premises for thc first year of thc option period in question within 30 days from Tenant's delivery of notice of exercise of the option, then the fair market monthly rent shall be determined by appraisal conducted pursuant to subsection E of this paragraph. In thc event it becomes ncccssary to determine by appraisal thc fair market rent of the Prcmiscs for thc purpose ofcsmblishing the Base Monthly Rent during thc lirst year of thc Option Period, then such fair market monthly rent shall be determined by thnm real estate appraisers, all of whom shall be members of the American Institute of Real Fstate Appraisers, with not less than five years'xperience appraising real property (othcr than residential or agricultural property) located in Alameda County, California, in accordance with the Iollowing procedures: (I.) The party demanding an appraisal (the "Notilying Party") shall notify the other party (the "Non-Notifying Party") thereof by delivering a written demand lor appraisal, which demand, to be effective, must give the name, address, and qualifications of an appraiser selected by the Notifying Party. Within 10 days of receipt ofsaid demand, the Non-Notifying Party shall select its appraiser and notify the Notilying Party, in writing, of the name, address, and qualilications ol'n appraiser selected by it. Failure by the Non-Notifying Party to select a qualified appraiser within said 10 day period shall be deemed a waiver ol'its right to select a second appraiser on its own behalf; and the Notifying Party shall select a second appraiser on behalf of the NonNoti I'ying Party within five days after the expiration of said 10 day period. Within 10 days from the date the second appraiser shall have been appointed, the two appraisers so selected shall appoint a third appraiser. lf the two appraisers fail to select a third qualified appraiser, the third appraiser shall be selected by the American Arbitration Association or if it shall refuse to perform this function, then at the request of either Landlord or Tenant, such third appraiser shall be promptly appointed by the then Presiding Judge of the Superior Court of Alameda County, State of California. (2.) The three appraisers so selected shall meet in Fremonu California, not later than 20 days lollowing the selection of the third appraiser. At said meeting the appraisers so selected shall aucmpt to determine the fair market monthly rent ol'the Premises for the first year of the Option Period. 31 (3.) If the appraisers so selected are unable to complete their determinations in one meeting, they may continue to consult at such times as they deem necessary for a 15 day period following the lirst meeting, attempting to have at least two of them agree. If, at the initial meeting or at any time during said 15 day period, two or more of the appraisers so selected agree on the fair market rent of the Leased Premises for the first year ol'he Option Period, such agreement shall be determinative and binding on the Panies hereto, and the agreeing appraisers shall, by simple latter signed by the appraisers, forthwith notify both Landlord and Tenant of the amount set by such agreement. (th) If two or more appraisers do not so agree within said 15 day period, then each appraiser shall, within five days aAer the expiration of said 15 day period, submit his independent appraisal in simple letter foun to Landlord and Tenant stating his determination of the lair market rent of the Premises lbr the lirst year of thc Option Period. The parties shall then determine thc fair market rent I'or the Premises for the lirst year of the Option Period by determining thc average ol'he fair market rent set by each of the appraisers. However, if the lowest appraisal is less than ninety percent (90%) of the middle appraisal then such lowest appraisal shall be disregarded and/or if the highest appraisal is greater than one hundred ten percent (110%) of the middle appraisal then such highest appraisal shall be disregarded. I' fair market rent set by any appraisal is so disregarded. then the average shall be determined by computing thc average sct by the other appraisals which have not been disregarded. (5.) Nothing contained herein shall prevent Landlord and 'fcnant from jointly selecting a single appraiser to determine the fair market rent of the Premises for the first year of the Option Period, in which event the determination of such appraisal shall be conclusively deemed the fair market rent of thc Premises for the first year of the Option Period. (6.) Each party shall bear the fees and expenses of the appraiser selected by or for it. and the I'ees and expenses of the third appraiser (or the joint appraiser if'one joint appraiser if one joint appraiser is used) shall be borne figy percent (50%) by Landlord and fiAy percent (50%) by Tenant. F. ThereaAer, the Base Monthly Rent shall be increased annually by the annual increase in the CPI or by two (3%) percent of the previous year's Base Monthly Rent, whichever is greater. IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease with the intent to be legally bound thereby, to be effective as of the Effective Date ol'his Lease. Landlord: CAMDEN, LLC a California limited liability company By: Tenant: Best Cleaners Liem Bui 32 =X- 3 2 i E HIBIT 1 i FIVE-DAY NOTICE TO PAY RENT OR OUIT f the followingTO: LIEM BUI, dba BEST CLEANERS ("Tenant"); and all other occupants tdescribed commercial premises, if any: WITHIN FIVE (5) DAYS after service on you of this notice, excluding Saturdays and Sundays and other judicial holidays, you are required to pay rent now past-due and owing for the commercial real property premises located at: 2854 ALUM ROCK AVENUE! SAN JOSE. CA 95127 (the "premises"), in the estimated amount of: THIRTY-NINE THOUSAND DOLLARS ($39 000.00), consisting of the past-due balance of rent for the period of 9/I/20-4/30/21. The total above-specified amount ofestimated rent must be delivered to the landlord, 1402 CAMDEN LLC, or its agent, Heron Babaei, at 6623 Whitbourne Drive, San Jose, CA 95120; Telephone No. (408) 489-2661. The usual days and hours that such person will be available to receive the payments are: Monday-Friday, 9:00A.M. -5:00P.M. (Such days shall not extend this 5-da Notice . In the alternative ou are re uired to vacate and deliver ossession of they ) y P, premises to the landlord or the landlord's agent, referred to above, within such 5-day period. The legal basis for this notice is set forth in C.C.P. sections 1161(2) and 1161.1. deliver the premises may commence any rental ises, (3) recover all periods covered by partial payments tile filing of an s right to continue Ifyou fail either to pay the amount demanded in this notice or to vacate and to the person(s) designated above within such 5-day period, the owner/landlo legal proceedings against you to (I) declare a forfeiture ofyour tenancy and agreement you may have for the premises, (2) recover possession of the prem rent owing, plus damages for each day that you occupy the premises after the this notice, plus attorneys'ees and costs. The landlord may choose to accept Rom you, but acceptance of partial payments, whether made before or after unlawful detainer action, shall not constitute a waiver of the owner/landlord'uch unlawful detainer action. YOU ARE FURTHER NOTIFIED that if you fail to timely comply with ties Notice, your landlord declares a forfeiture of the lease agreement, dated May 31, 2017 (the "Lease"), under which you hold possession of the premises, while reserving all rights to purstie a claim of d 1951.2.amages thereaAer pursuant to California Civil Code section Dated: 4/1 5/2021 HOFFMAN LAW GROUP, APC Ey 9@~~9@% KIRKMAN J. HOFFMAN, ESQ. Attorney for Landlord/Owner, 1402 CAMDEN LLC ADDRESS/TELEPHONE: 2021 The Alameda, 4275 San Jose, CA 95126 (408) 241-9620 Email: kirk kirkhoSnan.corn REQUIRED STATEMENT OF REASON FOR TERMINATION OF TENANCY OR EVICT [ON AND NOTICE OF SMALL BUSINESS TENANTS'I TS (Per County of Santa Clara Ordinance No. NS-9.287, as afnended by Ordinance Nos. NS-9.288, NS-9.2S9, NS-9.292, NS-9.293 atl d NS-9.299) The County ofSanta Clara has enacted a moratorium on evictions for non-payment of rent where small business tenants have incurred substantial income loss and/or substantial out-of-pocket medical expenses as a result of the COVID-19 pandemic. As of September 1, 2020, this moratorium protects small businesses. Many residential tenants now qualify or eviction protection under state and federal law. Under the County Ordinance, a landlord is required to add to any notice to tcr minate a tenancy (such as a 3-day notice to pay or quit, or a 30- or 60-day notice) the following: 1. The reason for the termination of the tenancy or eviction; 2. A notice of the tenants'ights under the Ordinance; and 3. A notice ofemergency rental assistance programs. The above information must be supplied on this f rm. Reason for Termination of Tenancv or Eviction Please state the reason(s) for termination of tenancy or eviction (fo befilled o I t by Landlord/properly owner): The reason for the attached FIVE-DAY NOTICE TO FAY RENT OR QUIT is that there is a balance of rent that is past due and unpaid for the commercial premises located at 2854 Alum Rock Avenue, San lose, CA, and the tenant, LIEM BUI, dba BEST CLEANERS, has not demonstrated through documentation or )ther objectively verisable means a substantial loss of income or medical expenses directly related to the 2020)COVID-Ig pandemic or goverment response thereto. 3.30.2021 Version Page 1 of3 REQUIRED STATEMENT OF REASON FOR TERMINATION OF TENANCY OR EVICTIO AND NOTICE OF SMALL BUSINESS TENANTS'IGltI (Per County of Santa Clara Ordinance No. NS-9.287, as am Ordinance Nos. NS-9.288, NS-9.Z89, NS-9.Z92, NS-9.293 an Notice of Tenants'ights N TS ended by NS-9.299) On March 24, 2020, the County enacted Ordinance No. NS-9.287, which tern evictions for non-payment of rent ifyou, a small business tenant, demonstrat suffered a substantial loss of income or substantial out-of-pocket medical exII COVID-19 pandemic. As of September 1, 2020, this eviction moratorium ag business tenants and has been extended until June 30, 2021. porarily bans 3 that you have ense due to the plies to small l. You are unable to pay your rent because of substantial loss of income resulting from the COVID-19 pandemic; or Ifyou qualify for protection under the Ordinance, your landlord cannot evict you for non- payment of rent if: pocket medical g fmm the COVID- o your repayment 2. You are unable to pay your rent because of substantial out-of- expenses for yourselfor an immediate family member results 19 pandemic. Ifyou qualify for protection under the Ordinance, you have rights that relate i ofpast-due rent. These are: l. You have uts to 6 months from the date the Ordinance expireS repay at least 50% ofyour past-due rent; or is terminated to 2. You have un to 12 months fiom the date the Ordinance expires to repay all of your past-due rent; and or is terminated at was deferred as a hg to this timeline. 3. A landlord cannot charge a late fee and/or penalties for rent th result of the Ordinance so long as you repay your rent accordi financial documents. (The Ordinance lists other examples.) Ifyou are served with a notice of eviction during the moratorium, you have the right to: Receive this Notice as well as all other legally required notices; Receive the reason for the termination of tenancy or eviction in writing; and You should notify your landlord in writing that you are unable to pay your rent due to COVID- 19 as soon as possible. The County has a form you may use to notify your Landlord, which you can find on the County website at: bit.lv/scctenant. You can show your inability to pay through documentation such as closure ofbusiness or reduced business income, bank statements or other 3.302021 Version Page 2 of 3 REQUIRED STATEMENT OF REASON FOR TERMINATION OF TENANCY OR EVIC AND NOTICE OF SMALL BUSINESS TANTS'Per County of Santa Clara Ordinance No. NS-9.287, as TION GHTS amended by Ordinance Nos. NS-9.288, NS-9.289, NS-9.292, NS-9.292 and NS-9.299) 3. Receive information on emergency rental assistance program . For more information, please refer to the Frequently Asked Questions on the County website at: bit.lv/sccemfaas. You should also seek legal help to understand your rights and responsibilities under the Ordinance. A list ofemergency rental assistance programs is available on the County wr bsite at: bit.lv/sccemresources. 3.30.2021 Version Page 3 of 3 NOTICE TO LANDLORD OF EVICTION PROTKTION DUE TO COVII)-19 (PURSUANT TO COUNTY OF SANTA CLARA ORDINANCE NO. NS-B.I287r as amended by Ordinance Nos. NS-9.288, NS-9.289, NS-9,292, NS-9.293 a nd NS-9.299) halts evictions for non-payment of rent when a small business tenant has incurred substanii substantial out-of-pocket medical expense due to the COVID-19 pandemic. The moratoriu through June 30, 2021. The Ordinance prohibits negotiations between landlords and protec); that result in waivers of tenants'ights under the Ordinance. al loss of income and/or iti has been extended to run ed small business tenants On March 24, 2020, the Board of Supervisors of the County of Santa Clara enacted an evicti on moratorium that took immediate effect. Beginning September 1, 2020, this moratorium applies to certain protec':ed small business tenants. Residential tenants should review state and federal law for protection from eviction. The moratorium temporarily If a landlord initiates an eviction for non-payment of rent, the protected small business tenant should notify the landlord that the tenant intends to stop the eviction. Alternatively, small business tenants may notify their landlords that they qualify for protection under the ordinance before any eviction is initiated and that failure to comply with the ordinance could result in civil fines and penalties, monetary damages and injunctive relief against the landlord. The County recommends that protected small business tenants notify their landlords in writing as soonlas possible. The following is an example of a notification; against eviction for non-payment of rent under the County's eviction moratorium becau substantial loss of income due to COI/ID-19. SMALL BUSINESS TENANTS ARE ENCOURAGED TO COMPLETE THIS FORM AND PROVID SOON AS POSSIBLE AND KEEP A COPY OF THIS FORIVI AND ANY DOCUMENTATION se my business incurred a IT TO THEIR LANDLORD AS FOR THEIR RECORDS. My nome is John Dae. I/business entity lease the premises at 123 Main Street ln MiJpi tas. I am seeking protection First Name/Entity Name Last Name M.l. Street Address City State Zip Code Unit 8 VID-19 due to the following:COVID-19 IMPACT: My business'ncome has been substantially negatively impacted by CO Cl Temporary closure of business 0 Reduction of business operating hours CI Substantial loss of business income CI Substantial out-of-pocket medical expense 0 Other: DOCUMENTATION: I am providing the following documentation of my substantial loss of income or out-of-pocket medical expenses: C3 Bank statements showing financial situation before and during the COVID-19 pandemic 0 Other proof(s) of substantial loss of income: DOCUMENTATION FOR ITEMS SELECTED ABOVE IS ATTACHED: El Yes 0 No Small Business Tenant Signature Date 3.30.2021 Version 3/26/2021 Resources - Supportive Housing - County oi Santa Clara County of Santa Clara Office of Supporti "'"'""""'"'- Housing Housing and Community Development xr Continuum of Care Solutions to Homelessness x'eed Assistance xr Housing toolkit 2020 SCC Community Plan to End Homelessness Eviction Moratorium information for Landlords and Tenants O~„v,Ow, aO+,'::O~G Home Eviction Moratorium Information for Landlords and Tenants Resources Resources Quick Links The County Office of Supportive Housing is actively working with our local cities and community partners to provide information on rental assistance and other support for tenants and landlords affected by COVID- 19. This page is being updated regularly. Please check back often for the latest information. Resources for Small Business Tenants ~ Assistance and Resources for Businesses Impacted by Coronavirus - County of Santa Clara o https://www.sccgov.org/sites/opa/opa/covi d19/Pages/Resources-for-Businesses-and- Workers.aspx Eviction Moratorium Tenant Form Landlord Notice to Tenant Tenant' Repayment Rights Resources https://www.sccgov.org/sties/osh/EvictionMoratorium/Pages/Resources.aspx 3/20/2021 Resources - Supportive Housing - County of Santa Clara ~ Lawyer Referral Service, Santa Clara County Bar Association o https://sccba.community. lawyer/ ~ US Small Business Administration FAf CitylOrdinances o 800-827-5722 o https://www.sba.gov/funding- programs/disaster-assistance COVID-19 Information Financial Resources (for Residential Tenants) e The Santa Clara County CAN: COVID-19 Assistance Navigation will help connect you with resources and safety net programs like unemployment insurance, disability, and paid family leave. For more information, call our free hotline at 408-809- 2124 or visit www.wpusa.org/programs/santa- clara-county-can-covid-19-assistance-navigation/ , Support is available in English, Spanish, Vietnamese, Mandarin, Cantonese, and Tagalog. ~ The Santa Clara County Emergency Financial Assistance Network {EAN) provides critical homeless prevention resources to eligible households at risk of homelessness in Santa Clara County. The network provides a variety of services to prevent homelessness, utility disconnections, and hunger, Assistance is based on Zip Code residence. Please review this flyer for assistance available in your zip code. For more information, cail 866-896-3587 or visit https://bit:.Iy/39klg82 e The Santa Clara County Homelessness Prevention System has temporary financial assistance available to heip low-income residents who have lost income and are unable to pay rent as a result of COVID-related impacts. To qualify for assistance, you must be a resident of Santa Clara htt/xx//wwwaccgov.org/sttea/osh/EvictlonMoratorium/Pages/Resources.aspx 3/26/2021 Resources - Support/ve Houstng - County of Santa Clara County, your household income must be less than 80% of the average median income {AMI) and you must have a documented loss of income related to COVID-19. You can apply for assistance: Online: sacredheartcs.org/covid19 By Phone: 408-780-9134 Mediation Services ~ County of Santa Clara Office of Mediation 8/ Ombuds Services o (408) 9934130 0 opencasegceo.sccgov,org o Mediation and conflict resolution services o www.sccgov.org/sites/omos Legal Help and/or Referral and Other Resources {for Residential Tenants) ~ Law Foundation of Silicon Vagey cr 408-280-2424 o https://www.lawfoundation.org/coronaviru ~ Bay Area Legal Aid o 800-551-5554 cr https://baylegal.org/homepage/baylegals- covid-19-response/ ~ Asian Law Alliance o 408-287-9710 cr https://asianlawalliance.org/ ~ Project Sentinel o 408-720-9888 o https://www.housing.org httprx//wwwaccgov.org/altos/osh/EvictionMoratoriumlpsges/Resources.aspx 3/5 3/25/202t Resources - Supporgve ttoustng - County of Santa C/ara ~ Lawyer Referral Service, Santa Clara County Bar Association o https://sccba.community, lawyer/ ~ 2-1-1United Way Bay Area (information and referral service) o 211 or 800-273-6222 o https://www.211bayarea.org/santaclara ~ California Courts - The Judicial Branch of California (Self-Help Information and Resources) o https://www.courts.ca.gov/44660.htm¹tena nts Legal Help and/or Referral and Other Resources {for Landlords) ~ Project Sentinel o 408-720-9888 c https;//www.housing,org ~ Lawyer Referral Service, Santa Clara County Bar Association o https://sccba,community. lawyer/ ~ The California Apartment Association/800-967- 4222 o CAATri-County/408-342-3500 o (Statewide trade group that serves rental home and apartment owners and managers through public affairs, education and customer service.) o https://caanet.org/coronavirus-resources- for-navigating-the-outbreak/ o https://caanet.org/locai/tri-county/ ~ California Courts - The Judicial Branch of California (Self-Help Information and Resources) hapsg/www.sccgov.org/sites/osh/EvictionMoratortum/Pages/Resources.aspx 4/5 3/26/2021 Resources - Supportive Housing - County of Santa Clara o https://www.courts.ca.got//44660.htm¹tena fits Last updated: 11/10/2020 10:09 AM Report a problem with this page All Content Copyrights 2021, County of Santa Clara, CA https://vrvnv.sccgov.org/sites/osh/EvictionMoratorturn/Pages/Resources.aspx 5/5 =X- 3 3EXHIBIT KIRKMAN J. HOFFMAN, SBN 148663 THE HOFFMAN LAW GROUP 2021 THE ALAMEDA, SUITE 275 SAN JOSE, CA 95126 408-241-9620 SUPERIOR COURT OF CALIFORNIA, SANTA CLARA COUNTY CASE NAME: PARTY SERVED: 1402 CAMDEN LIEM BUI DBA BESl'LEANERS ALL OTHER OCCUPANTS 2854 ALUM ROCK AVENUE SAN JOSE, CA 9512/ FIVE DAY NOTICE TO PAY RENT OR QUIT; REQUIRED STA BLANK NOTICE TO LANDLORD FORM; tNFORMATION ON ASSISTANCE PROGRAMS TEMENT OF REASON; EMERGENCY RENTAL CCP 1162 (1), PERSONAL SERVICE: By delivering a copy of the notice On: to eoch of the following name tenant persbnally by serving: CCP 1162(2), CONSTRUCTIVE SERVICE (SUB AND MAIL): By leovinlg a copy for each said tenant On: With: who is a person of suitable age and discretion at the residence of the tenant(s) and by depositing said copies in the United Stat addressed to the tenants as described above. or usual place of business es Mail, postage prepaid, Ag a s place of to be found ot any g a copy on the some pies in the United States to the tenants as XX CCP 1162(3), CONSTRUCTIVE SERVICE (NAIL AND NAIL): By posti copy for each said tenant. On 04/17/2021 in a conspicuo the property, there being no person of suitable age or discretion known ploce of residence or business of said tenants: and ma)lip day as posted. a copy to each said tenant by depositing said c Mail, in a sealed envelope with postage fully prepaid. addresse described above. I, the undersigned, declare that I served the checked notice (irt box) to Residents(s), Tenant(s) in the manner as checked below in accordonce with the California Code of Civil Procedure Section I 162. I declare under penalty of perjury in the State of California that the foregoing & Date: 04/1 7/2021 JR~ K~INSOhl PERSONAL PROCESS 408/266-2599 Register Process Server 904 County of ALAMEDA 1084 Meridion Avenue San Jose. CA 95125 s true ond correct. KIRKMAN J. HOFFMAN, SBN 148663 2021 THE ALAMEDA, SUITE 275 SAN JOSE, CA 95126 40&/241-9620 SUPERIOR COURT OF CALIFORNIA, COUNTY OF SANTA CLARA 1402 CAMDEN VS. BUI DECLARATION OF DILIGENCE I, the undersigned under penalty of perjury in the State ofCalifornia, hereby d)clare that I am and was on the dates herein mentioned over the age ofeighteen years of age and not a party to, the action. After due search and diligent inquiry I have been unable to effect service on the within name FIVE DAY NOTICE TO PAY RENT OR QUIT; REQUIRED STATE MENT OF REASON; BLANK NOTICE TO LANDLORD FORM; INFORMATION ON EMERGENCY RENTAL ASSISTANCE PROGRAMS A. Party Served LIEM BUI DBA BEST CLEANERS ALL OTHER OCCUPANTS B. Address: 2854 ALUM ROCK AVENUE SAN JOSE, CA 95127 ON 04/16/2021 AT 4:55 P.M. fendant at the above not available. No one was I attempted to serve the d) address, but defendant wat available. Doors locked, ON 04/17/2021 AT 9t05 A.M. I auempted to serve the dtl address, but defendant wa above referenced docume fendant at the above not available, so I posted the t on the premises. PERSONAL PROCESS Registered Process Server Number 904 County of ALAMEDA P.O. Box 143, Gilroy, CA 95020 (408)266-2599 I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct. Date: 04/t 7/202 t EXHIBIT 4 OCourtCall'158 W. 19IP StreetTcrrcricc, CA 90504Phone." (888) 882-4878Fax: (888) 883-2944CourtCcg.curn Court Ccnfcmnccc ic c division of CcurtCcgc INVOICE I RECEIPT Ag amounts below are in U.S. Dollars COURTCALL ID: 11293088 CASE NUMBER/NAME: 21CV381279/1402 Camden vs. Liam Bul 07/21/2021 04:14 PM CUSTOMER REF. NUMBER: PROCEEDING: DATE OF HEARING: FIRM NAME: ATTORNEY/PARTY APPEARING: TELEPHONE: FAX/EMAIL: BASIC FEE/LATE FEE: Court Approved Motion Friday, August 20th, 2021 at 9:15 AM PT Hoffman Law Group, APC Kirkman J. Hoffman (559) 638-5615 (408) 241-9624 $94.00 AMOUNT PAID: $94.00 PAYMENT NOW DUE: $0.00 Payment Details Method Credit Type Charge Amount Reference $94.00 Visa ending in 3855 Date/Time 7I21I2021 3:43:59PM If the 'Payment Now Due'ndicated above is zero, no payment is due snd this receipt ls for your records only; othsrurise, the amount Indicated is now due. If there is an amount due, please remit your payment upon receipt of this notice. If you have already sent payment please contact our Accounting Department as our records do not regecl receipt of payment st ths time this notice was sent. IF PAYMENT IS NOT RECEIVED, FUTURE SERVICE MAY BE DENIED AND/OR THE COURT MAY BE ADVISED OF YOUR REFUSAL TO PAY. PAYIBENT BY CREDIT CARD or COURTCALL DEBIT ACCOUNT: Payment can be made online by registering and logging in at www.courtcag.corn or by calling (888) 8824I878and selecting option '5'or the Accounting Department. Please have your CouACag Debit Account number or complete credit card billing address in addition to the credit card number, expiration date and cardholder's full name available when making paymenL PLEASE DETACH AHD RETURN THE PORTION BELOW IF PAYING BY CHECK OR MONEY ORDER PAYMENT BY CHECK OR MONEY ORDER: If s balance is due detach and mail this payment section with your check, payable lo: CourtCa8 LLC, 2158 W. 190th Street, Torrance, CA 90504. Pieces write the CouACag ID number in ths memo section of your check. Please note: CounCsg does not accept personal checks. COURTCALL ID: 11293088 CASE NAME/NUMBER: 21CV381279/1402 Camden vs. Liam Bui CUSTOMER REF. NUMBER: PROCEEDING: DATE OF HEARING: FIRM NAME: ATTORNEY/PARTY APPEARING: TELEPHONE: Court Approved Motion Friday, August 20th, 2021 at 9:15 AM PT Hofl'man Law Group, APC Kirkman J. Hoffman (559) 638-5615 Domes Jermsny ext. 200 ICSI INVOICE FOR COURTCALLG APPEARANCE Copyright 2021 CourtCsg, LLC. Ag Rights Reserved.
