HomeMy WebLinkAboutReso 99-19 Ciano Real Estate Commercial Lease 781 Market.sgRESOLUTION NO. 99-19
RESOLUTION OF THE CITY COUNCIL
OF THE CITY OF MORRO BAY, CALIFORNIA
APPROVING A 1-YEAR LEASE AGREEMENT FOR
LEASE SPACE A AT 781 MARKET STREET BETWEEN THE CITY OF
MORRO BAY AND
CIANO REAL ESTATE INC.
THE CITY COUNCIL
City of Morro Bay, California
WHEREAS, the City of Morro Bay (City) is the lessor of the property at 781
Market Street, in the City of Morro; and
WHEREAS, Ciano Real Estate Inc. (Lessee) is proposing to continue operating a
real estate office in Space A of the 781 Market Street Building; and
WHEREAS, City and Lessee have agreed to a new 1-year lease agreement, for
a portion of the located at 781 Market Street identified as Space A.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Morro
Bay, California, as follows:
1. The attached new Lease Agreement for of Space A in the 781 Market
Street Building Lease is hereby approved.
2. The Mayor is hereby authorized to execute said Lease Agreement,
PASSED AND ADOPTED by the City Council of the City of Morro Bay at a
regular meeting thereof held on the 10'h day of December, 2019 on the following vote:
AYES:
NOES:
ABSENT
one
Headding, Addis,
None
N
ATTEST:
d u/
a Swanson, City Clerk
Davis, Heller, McPherson
COMMERCIAL LEASE AGREEMENT
By and Between
CITY OF MORRO BAY,
a municipal corporation
"Landlord"
and
Ciano Real Estate, Inc.,
a California corporation
"Tenant"
01181.0001/481677.1
Section
TABLE "r CONTENTS
Title
1. Lease %J Premises; Conon of Premises 3
2. Effective Date; Term 4
3. Rent and Performance Standard 5
4. Uses 5
5. Real Estate Taxes 7
6. Personal Property Taxes 8
7. Maintenance & Repairs 8
8. Alterations 10
9. Compliance with Laws 10
10. Insurance 10
11. Indemnification 12
12. No Liens 12
13. Signs 13
14. Utilities 13
15. Entry and Inspection 13
16. Damage and Destruction 14
IT Assignment and Subletting 15
18. Default and Remedies; Termination 16
19. Surrender of Premises 18
20. Force Majeure 18
2l. Estoppel Certificate 19
22. Subordination 19
23. Condemnation 19
24. Use of Landlord's Name 19
25. Trade Fixtures 19
26. Quiet Enjoyment 20
27. Recording Memorandum 20
01181.0001 /481677.1 1
28. Holdover
29. Notice and Waiver Regarding Relocation, Goodwill, Property
Interest and Condemnation
30. Miscellaneous
Exhibit A Description and Depiction of Premises
21
01181.0001 /481677.1 2
COMMERCIAL LEASE AGREEMENT
THIS COMMERCIAL LEASE AGREEMENT ("Lease") is made effective this 1 lth day
of December, 2019, by and between the CITY OF MORRO BAY, a municipal corporation
("Landlord"), and Ciano Real Estate, Inc., a California corporation ("Tenant"). Landlord and
Tenant are sometimes individually referred to as a "Party" and jointly as the "Parties."
RECITALS:
A. Landlord owns, certain .real property located in the City of Mono Bay, County of
San Luis Obispo, as follows: (i) that certain real property, commonly identified as 781 Market
Street, Morro Bay (APN 066-321-027), improved as a restaurant building containing two
separate lease space areas and shared bathroom facilities identified as "Space A" and "Space B"
on the Attached Exhibit A, with adjacent landscape areas.
The portion of the restaurant building identified as Space A, along with shared use of the
bathrooms, as described and depicted on the attached Exhibit A, is the subject of this
Commercial Lease Agreements and is also referred to as the "Premises."
Be The Premises are located in Landlord's downtown ("Downtown Area").
C. Tenant is a corporation, cun•ently operating a real estate business "Ciano Real
Estate Inc.
D. The Parries desire to enter into a written lease agreement and to confirm the rights
and obligations of both Parties therein. Pursuant to the terms of this Lease, Landlord desires to
lease to Tenant, and Tenant desires to lease from Landlord, the Premises, for Tenant's sole
exclusive use.
NOW, THEREFORE, in consideration of the above Recitals and the mutual promises of the
Parties set forth in this Lease, Landlord and Tenant hereby agree as follows:
1. LEASE OF PREMISES; CONDITION OF PREMISES.
11
. Lease. Landlord hereby leases to Tenant and Tenant hereby hires fi•om Landlord the
Premises (as defined in the Recitals incorporated herein) solely for the uses specified
in Section 4.
1.2. Condition of Premises. Tenant acknowledges it has and shall accept the Premises
from Landlord in its "AS IS" condition without representation or warranty. Tenant
has inspected the premises and is aware of its condition. Pursuant to California Civil
Code Section 1938, Tenant is advised that the Premises have not undergone an
inspection by a Certified Access Specialist, and, therefore, Landlord is not aware if
the Premises comply with the applicable construction -related accessibility standards
pursuant to Civil Code Section 55.53.
2. EFFECTIVE DATE; TERM.
01181.0001 /481677.1 3
2An Effective Date. This Lease shall be deemed effective as of December 11, 2019
("Effective Date"). All other Tenant's rights and obligations under this Lease shall
commence as of the Effective Date.
2.2. Term. The term of this Lease shall commence on the Effective Date for a fixed term
of one year, and terminate without notice on December 10, 2020 ("Term"), unless
otherwise amended by the Parties pursuant to Sections 2.4 and 30.15.
2.3. Right to Terminate. Tenant shall have the right to terminate this Lease at any time
within the Term upon providing Landlord at least sixty (60) days' written notice to
Landlord.
2.4. Exclusive Right to Negotiate Extension. If Tenant has not been in default of any of
its obligations under this Lease during the previous six months of the original Term
(as defined in Section 2.2), then Tenant shall have the right (but not the obligation) to
enter into a ninety -day period of exclusive negotiation with Landlord to extend this
Lease upon mutually acceptable terms (including, but not limited to, rent payments)
for an additional period up to one year ("ENA Right"). Tenant must exercise the
ENA Right by sending a written notice to Landlord specifying its exercise of the
ENA Right, which notice must be delivered to Landlord not less than 90 days prior to
the expiration of the original Term ("ENA Notice"). Within fifteen business days
after receipt of the ENA Notice, Tenant and Landlord will meet to begin negotiations
for an amendment to this Lease to extend the Term. If prior to the end of the Term the
Parties agree to an extension and other modifications, then such terms shall be
effective only if this Lease is amended in accordance with Section 30.15. If the
Parties do not agree to that amendment, then this Lease shall terminate without
further notice at the end of the Term.
3. RENT &PERFORMANCE STANDARD.
3.1. Monthly Rent. Tenant agrees to pay Two Thousand Dollars ($2,000) on a monthly
basis, in advance, due no later than the 1 Oth day of month for which rent is being paid
("Rent"). The first payment shall be due December 13, 2019.
3.2. Performance Standards. As material consideration for this Lease, Tenant covenants
to comply with the following requirement (the "Performance Standard"): diligently
maintain and repair the Premises, in compliance with Section 7.1.
3.3. Payment of Rent. All Rent and all other monetary obligations to be paid by Tenant
to Landlord shall be in lawful money of the United States of America at the address
specified in Section 30.13, or such other address as Landlord shall notify Tenant in
writing.
3.4. Late Payment. Any payment of any sum to be paid by Tenant, not paid within ten
days after its due date, shall be subject to a ten percent late charge.
3.5. Security Deposit. Tenant is not required to provide, and has not provided, a security
deposit to Landlord.
01181.0001 /481677.1 4
4. USES.
4.1. Authorized Uses; Minimum Program Requirements m Reporting Obligations,
4.1.1. Authorized Uses. Tenant shall use the Premises solely as a commercial
real estate office. As material consideration for this Lease, Tenant agrees
to use the Premises and conduct all its business operations on the Premises
under the designation of a real estate office, currently named "Ciano Real
Estate." No other name shall be used with respect to the Premises without
the prior written consent of Landlord, which may be granted or withheld
in its sole discretion.
4.2. Prohibited Uses. Tenant shall not use, or permit the Premises, or any part thereof,. to
be used for any purpose or purposes other than those express uses specified in Section
4.1.1.
Tenant shall not sell or permit to be displayed, performed, sold, kept, or used in or
about the Premises any conduct which may be prohibited by standard forms of fire
insurance policies.
Tenant shall not violate any and ail requirements, pertaining to the use of the
Premises, of any insurance organization or company necessary for the maintenance of
reasonable fire and public liability insurance, covering the buildings within the
Premises and appurtenances.
Tenant shall not allow any animals on the Premises except service dogs as defined in
federal and state law.
Tenant shall not permit smoking or vaping on any portion of the Premises.
Tenant shall not commit, or suffer to be committed, any waste upon the Premises, or
any nuisance or other act or thing which may disturb the quiet enjoyment of any other
tenant or occupant of the Premises or any adjacent Premises. Tenant shall not conduct
or permit to be conducted any sale by auction in, upon or from the Premises, whether
said auction be voluntary, involuntary, pursuant to any assignment for the payment of
creditors, or pursuant to any bankruptcy or other solvency proceeding nor display any
"going out of business" or similar sign.
Tenant shall not engage in any activity in, on or about the Premises that violates any
Environmental Law, and shall promptly, at Tenant's sole cost and expense, take all
investigatory and/or remedial action required or ordered by any governmental agency
or Environmental Law for clean-up and removal of any contamination involving any
Hazardous Material created or caused directly or indirectly, by Tenant. The term
"Environmental Law" shall mean any federal, state or local law, statute, ordinance or
regulation pertaining to health, industrial hygiene or the enviromnental conditions on,
under or about the Premises, including, without limitation, (i) the Comprehensive
Environmental Response, Compensation and Liability Act of 1980 ("CERCLA"), 42
U.S.C. Sections 9601, et seq.; (ii) the Resource Conservation and Recovery Act of
01181.0001 /481677.1 5
1976 ("RCRA"), 42 U.S.C. Sections 6901, et seq.; (iii) California Health and Safety
Code Sections 25100, et seq.; (iv) the Safe Drinking Water and Toxic Enforcement
Act of 1986, California Health and Safety Code Section 25249.5; et seq.; (v)
California Health and Safety Code Section 25359.7; (vi) California Health and Safety
Code Section 25915; (vii) the Federal Water Pollution Control Act, 33 U.S.C.
Sections 1317, et seq.; (viii) California Water Code Section 13000, et seq.; and (ix)
California Civil Code Section 3479, et seq., as such laws are amended and the
regulations and administrative codes applicable thereto. The term "Hazardou's
Material" includes, without limitation, any material or substance which is (1) defined
or listed as a "hazardous waste", "extremely. hazardous waste", "restrictive hazardous
waste", or "hazardous substance" or considered a waste, condition of pollution or
nuisance under the Environmental Laws; (ii) petroleum or a petroleum product or
fraction thereof; (iii) asbestos; and/or (iv) substances known by the State of California
to cause cancer and/or reproductive toxicity. It is the intent of the Parties hereto to
construe the terms "Hazardous Materials" and "Environmental Laws" in their
broadest sense. Tenant shall provide all notices required pursuant to the Safe
Drinking Water and Toxic Enforcement Act of 1986, California Health and Safety
Code Section 25249.5, et seq. Tenant shall provide prompt written notice to Landlord
of the existence of Hazardous Materials on the Premises and all notices of violation of
the Environmental Laws received by Tenant. Notwithstanding the foregoing, Tenant
is not responsible for the remediation or removal of any Hazardous Materials which
Tenant did not directly or indirectly cause to be placed at the Premises.
4.3. Abandonment. Tenant shall not vacate or abandon the Premises at any time during
the Term of this Lease. Upon termination of this Lease for any reason, any personal
property belonging to Tenant and left on the Premises shall be deemed to be
abandoned, at the option of Landlord, shall become the property of Landlord.
5. REAL ESTATE TAXES. Tenant shall pay any and all real property taxes applicable to
Tenant's possessory interest in the Premises. All such payments shall be made at least ten
days prior to the due date of the applicable installment. Tenant shall promptly (at least five
days prior to the due date) furnish Landlord with satisfactory evidence that such taxes have
been paid. If any such taxes to be paid by Tenant shall cover any period of time after the
expiration or earlier termination of the Term hereof, Tenant's share of such taxes shall be
equitably prorated to cover only the period of time within the tax fiscal year that this Lease is
in effect, and Tenant may apply to the County for reimbursement of any overpayments after
such proration. Notwithstanding anything above to the contrary, to the extent any assessment
is levied against the Premises payable in installments, Tenant shall pay all installments
coming due and payable during the Term of this Lease.
Tenant acknowledges that although Landlord is a municipal entity exempt fiom real property
taxes, Tenant's possessory interest under this Lease may be subject to real property taxation.
Upon request, Landlord agrees to work with Tenant to assist in providing information to the
County Tax Assessor to reduce the valuation of Tenant's possessory interest in the Premises.
Landlord provides no assurance to Tenant that it will be successful in such efforts and that
Tenant may be required to pay real property taxes.
01181.0001 /481677.1 6
6. PERSONAL PROPERTY TAXES. During the Term, Tenant shall pay prior to
delinquency all taxes assessed against the levied upon fixtures, furnishings, equipment and
all other personal property owned by Tenant (excluding Landlord's personal property)
located in the Premises, and when possible Tenant shall cause said fixtures, furnishings,
equipment and other personal property to be assessed and billed separately from Landlord's
personal property. In the event any or all of Tenant's fixtures, furnishings, equipment and
other personal property shall be assessed and taxed with Premises, Tenant shall pay its share
of such taxes within ten (10) days after delivery to Tenant by Landlord of a statement in
writing setting forth the amount of such taxes applicable to Tenant's property.
7. MAINTENANCE AND REPAIRS.
7.1. Maintenance and Repair by Tenant. Except the specific maintenance obligations
of Landlord as set forth in Section 7.2, Tenant shall at all times during the Term, and
at Tenant's sole cost and expense, keep, maintain and repair the Premises in good and
sanitary order, condition, and repair. Such maintenance obligations shall include, but
not be limited to, any equipment installed by Tenant, furnishings (such as seating,
carpeting and drapes, mirrors, and interior repainting) and landscaping.
Tenant shall also hire a cleaning service/custodian, who shall keep the Premises in
good and sanitary order on a daily basis.
Tenant shall maintain a written record to evidence the regular performance of
maintenance and upkeep of the facility consistent with the maintenance standards.
Upon termination of this Lease, the Premises shall be surrendered in a good, clean
and sanitary condition except for reasonable use and wear. Tenant agrees to surrender
the Premises in its original condition, together with all additional improvements or
alternations which have been approved by Landlord and installed by Tenant pursuant
to Section 8.1. If Landlord wants to reserve the right to require Tenant to remove any
such additional improvements upon the expiration or earlier termination of this Lease,
Landlord must reserve such right in its notice of approval. If Tenant is required to
remove any improvements from the Premises upon termination of this Lease, Tenant
shall do so at Tenant's sole cost and expense, and Tenant will repair any damage to
the Premises caused by such removal. Tenant shall promptly notify Landlord in
writing of any condition in the Premises that require repairs by Landlord ("Repair
Notice") which shall be made by Landlord as set forth in Section 7.2.
Tenant acknowledges that Tenant's maintenance obligations under this Section are
material consideration to Landlord for this Lease and, therefore, this Section 7.1 shall
be construed liberally for the protection and preservation of the Premises.
7.2. Limited Maintenance and Repair by Landlord. Landlord shall only be responsible
to maintain in good repair and in compliance with all applicable laws, ordinances and
regulations, at Landlord's sole cost and expense, only (i) the physical structure of the
Premises, such as the structural elements,, roof, plumbing, water heating system,
01181.0001 /481677.1 7
electrical systems, HVAC equipment and exterior painting, and (n) subject to the
financial limitations set forth below.
Notwithstanding the foregoing, Landlord shall not be required to make repairs
necessitated by reason of (i) the negligence or willful misconduct of Tenant, or any of
Tenant's staff, volunteers; students, contractors, invitees, subtenants, patrons or
customers; (ii) by reason of the failure of Tenant to perform or observe and promptly
report to Landlord any conditions the repair of which are Landlord's responsibility; or
(iii) by reason of the failure of Tenant to perform or observe the conditions or
agreements in this Lease, or caused by unauthorized alterations, additions or
improvements made by Tenant or anyone claiming under Tenant (collectively the
"Tenant Caused Damages"). Tenant shall be solely responsible, at its sole cost and
expense to repair any Tenant Caused Damages.
Upon receipt of a Repair Notice, Landlord shall have a reasonable period of time (not
to exceed five business days) to commence said repairs. Upon commencement of
repairs, Landlord shall use reasonable efforts to diligently complete same. Tenant
and Landlord shall jointly conduct an annual inspection of the Premises every March
to aid Landlord in determining if any repairs by Landlord may be necessary.
Any renovation work performed by Landlord to the Premises shall not unreasonably
interfere with Tenant's operations.
Notwithstanding the foregoing, Landlord's repair obligations are specifically limited
in that Landlord shall not be required to make repairs the cost of which exceeds the
Rent actually received by Landlord from Tenant as set forth below. During the Term,
Landlord shall maintain a cumulative on -going record of all Rent received by
Landlord ("Landlord Repair Fund"). Any repairs and maintenance costs incurred
by Landlord under this Section 7.2 shall reduce the Landlord Repair Fund. If at any
time when a repair or maintenance item which is Landlord's responsibility under this
Section 7.2, Landlord shall only be obligated to make such repair to the extent that
the current balance of the Landlord Repair Fund is sufficient to pay the cost of such
repair. However, if the repair item is critical for Tenant's operation of the Premises,
then Landlord shall make promptly make such repair but the cost of such shall reduce
the Landlord Repair Fund. If Landlord elects, in its sole discretion, to make repairs
notwithstanding the foregoing limitations, such election shall not be deemed a waiver
of this limitation with respect to future repairs and the cost of such repairs shall
reduce the Landlord Repair Fund.
01181.0001 /481677.1 8
8. ALTERATIONS
8.1 To Premises. Tenant shall not make any alterations to the Premises, or any part thereof,
without the prior written consent of Landlord. If Tenant wishes to make additional
improvements to the Premises, Tenant shall notify Landlord in writing specifying in
reasonable detail the proposed alterations and the cost thereof. Within fifteen days after
receiving such notice from Tenant, Landlord shall send written notice to Tenant indicating
whether Landlord approves or disapproves of the contemplated improvements. The City
Manager may act on behalf of Landlord for approvals or disapprovais under this Section.
Landlord's approval shall not be unreasonably withheld and any disapproval shall be in
writing and shall explain the reasons for the denial. However, as a condition to granting its
approval to any of the improvements, Landlord may require Tenant to provide Landlord with
reasonably satisfactory evidence of Tenant's financial ability to pay for the costs of the
improvements and may require a completion bond be provided to Landlord or other security
reasonably acceptable to Landlord. Any such alterations shall comply with all applicable
laws and regulations. All improvements (excluding minor improvements as determined by
Landlord) which are approved by Landlord shall be under the supervision of a licensed
architect or structural engineer (at Tenant's cost) and made in accordance with plans and
specifications approved in writing by Landlord prior to the commencement of such work. All
work shall be done in a good and workmanlike manner, diligently prosecuted to completion
and completed in compliance with Section 12. All such improvements shall immediately be
deemed a part of the Premises and may not be removed by Tenant. Prior to commencing any
work of improvement hereunder, Tenant shall notify Landlord so that Landlord can post and
record an appropriate Notice of Non -Responsibility.
9. COMPLIANCE WITH LAWS. Except as to the specific obligations of Landlord under
Section / 2, Tenant shall, at its sole cost and expense, comply with ail of the requirements of
all municipal, state and federal authorities now in force or which may hereafter be in force
pertaining to the use of the Premises, and shall faithfully observe in said use all municipal
ordinances, including, but not limited to, the general plan and zoning ordinances, state and
federal statutes, or other governmental regulations now in force or which shall hereinafter be
in force. The judgment of any court of competent jurisdiction, or the admission of Tenant in
any action or proceeding against Tenant, whether Landlord be a party thereto or not, that
Tenant has violated any such order or statute in said use, shall be conclusive of that fact as
between Landlord and Tenant.
10. INSURANCE.
10.1. Landlord to Provide Property Insurance. Landlord shall maintain, at Landlord's
sole cost and expense, fire, and excess coverage insurance throughout the term of this
Lease, on all buildings and improvements located on the Premises (and fixtures
thereto), in an amount equal to one hundred percent of the replacement value of the
Premises, together with such other insurance, coverages and endorsements as
Landlord may determine in its sole discretion. Tenant hereby waives any right of
recovery from Landlord, its officers and employees, and Landlord hereby waives any
right of loss or damage (including consequential loss) resulting from any of the perils
insured against as a result of said insurance.
01181.0001/481677.1 9
10.2. Tenant`s Insurance Obligations.
10.2.1. Liability Insurance. During the entire term of this Lease, Tenant shall, at
Tenant's sole cost and expense, for the mutual benefit of Landlord and
Tenant, maintain comprehensive general liability insurance insuring
against claims for bodily injury, death or property damage occurring in,
upon or about the Premises, written on a per occurrence basis in an
amount not less than either (i) a combined single limit of Five Million
Dollars ($5,000,000) for bodily injury, death, and property damage or (ii)
bodily injury limits of Five Hundred Thousand Dollars ($500,000) per
person, One Million Dollars ($1,000,000) per occurrence and One Million
Dollars ($1,000,000) products and completed operations and property
damage limits of Two Hundred Fifty Thousand Dollars ($250,000) per
occurrence and One Million Dollars ($1,000,000) in the aggregate.
10.2.2. Worker's Compensation Insurance. Tenant shall, at Tenant's sole cost
and expense, maintain a policy of worker's compensation insurance in an
amount as will fully comply with the laws of the State of California and
which shall indemnify, insure and provide legal defense for both Tenant
and Landlord against any loss, claim or damage arising from any injuries
or occupational diseases occurring to any worker employed by or any
persons retained by Tenant in the course of conducting Tenant's business
in the Premises.
10.2.3. Business Automobile Coverage Insurance. Tenant shall, at Tenant's
sole cost and expense, for the mutual benefit of Landlord and Tenant,
maintain Business Auto Coverage on ISO Business Auto Coverage from
CA 00 01 including symbol 1 (Any Auto) or the exact equivalent, with
combined single limits of liability not less than One Million Dollars
($1,000,000) per accident. If Tenant owns no vehicles, then this
requirement may be satisfied by a non -owned auto endorsement to the
general liability policy described above. If Tenant or Tenant's employees
will use personal autos in any way for the operation of any business on the
Premises, then Tenant shall provide evidence of personal auto liability
coverage for each such person.
10.2.4. General Provisions. All of the policies of insurance required to be
procured by Tenant pursuant to this Section 10.2 shall be primary
insurance and shall name Landlord, its employees and agents as additional
insureds. All policies shall waive all rights of subrogation and provide that
said insurance may not be amended or canceled without providing thirty -
days' prior written notice by registered mail to Landlord. Within ten
business days after execution of this Lease by the last Party to sign, and at
least thirty days prior to the expiration of any insurance policy, Tenant
shall provide Landlord with certificates of insurance and full copies of the
insurance policies evidencing the mandatory insurance coverages written
by insurance companies acceptable to Landlord, licensed to do business in
01181.0001 /481677.1 10
California and rated A:VII or better by Best's Insurance Guide. Landlord
may require an increase in the coverage and/or the types of coverage from
time to time upon written notice to Tenant. Each of the Parties, on behalf
of their respective insurance companies insuring such property of either
Landlord or Tenant against such loss, waive any right of subrogation that
it may have against the other.
11. INDEMNIFICATION. Tenant shall indemnify, protect, defend and hold harmless the
Premises, Landlord and its managers, officers, directors, members, employees, agents,
contractors, partners and lenders, from and against any and all claims, and/or damages,
costs, liens, judgments, penalties, permits, reasonable attorneys' and consultant's fees,
expenses and/or liabilities arising out of, involving, or in dealing with, the occupancy of the
Premises by Tenant, the conduct of Tenant's business, any act, omission or neglect of
Tenant, its officers, directors, members, employees, agents or contractors, and out of any
breach by Tenant in the performance in a timely manner of any obligation on Tenant's part
to be performed under this Lease, except for matters which are the result of Landlord's gross
negligence, intentional wrongful acts, or in default of this Lease. The foregoing shall
include, but not be limited to, all costs of the defense or pursuit of any claim or any action or
proceeding involved therein, and whether or not (in the case of claims made against
Landlord) litigated and/or reduced to judgment. In case any action or proceeding is brought
against Landlord by reason of any of the foregoing matters, Tenant upon notice from
Landlord shall defend the same at Tenant's expense by counsel reasonably satisfactory to
Landlord and Landlord shall cooperate with Tenant in such defense. Landlord need not
have first paid any such claim in order to be so indemnified. In addition, Landlord may
require Tenant to pay Landlord's attorneys' fees and costs in defending against or
participating in such claim, action or proceeding if Landlord shall decide, in its exercise of
reasonable judgment, it is unsatisfied with the representation of its interest by Tenant or its
counsel.
Landlord shall not be liable for injury or damage to the person or goods, wares, merchandise
or other property of Tenant, Tenant's employees, contractors, invitees, customers, or any
other person in or about the Premises, whether such damage or injury is caused by or results
fiom fire, earthquake, flood, terrorism, steam, electricity, gas, water or rain, or from the
breakage, leakage, obstruction or other any other cause, whether the said injury or damage
results from conditions arising upon the Premises or from other source or places except if
such injury or damage is the result of the gross negligence or willful misconduct of Landlord
or Landlord's employees, contractors or agents.
12. NO LIENS. Tenant shall keep the Premises, free from any liens arising out of any work
performed, material furnished, or obligation incurred by Tenant or alleged to have been
incurred by Tenant. If Tenant shall fail to pay any charge for which a mechanic's lien claim
and suit to foreclose the lien have been filed, and shall not have obtained the release of said
lien from the property subject to such lien, Landlord may (but shall not be so required to) pay
said claim and any costs, and the amount so paid, together with reasonable attorneys' fees
incurred in connection therewith, shall be immediately due and owing fiom Tenant to
Landlord, together with interest at the rate prescribed in Section 30.6, on the amount of the
mechanic's lien claim.
01181.0001 /481677.1 I 1
13. SIGNS. Tenant shall not place or permit to be placed any signs upon the exterior or in the
windows of the Premises without Landlord's prior written consent. Any sign installed
without such approval shall be immediately removed by Tenant and, if said sign is not
removed by Tenant within three days of written notice from Landlord to Tenant, then
Landlord may remove and destroy said sign without Tenant's approval and without any
liability to Tenant. Tenant shall not modify or alter any of the signs without the prior written
approval of the City Manager for Landlord, which approval shall not be unreasonably
withheld or delayed. Landlord shall reply to any proposed alteration within fourteen days
from submission. Any revision shall comply with the Morro Bay Municipal Code
requirements related to signage prior to any revisions actually being made to the signs.
Tenant shall maintain the signs in good condition and repair at all times during the entire
term at its sole cost and expense.
14. UTILITIES.
14.1. Tenant's Responsibilities. Tenant shall pay, before delinquency, all charges for
water, gas, heat, electricity, power, sewer, telephone service, solid waste collection
and all other services and utilities used in, upon, or about the Premises by Tenant or
any of its subtenants, licensees, or concessionaires during the entire term of this
Lease. Tenant shall pay such fees, assessments or charges as may be levied for the
operation, maintenance and service. of such facilities and shall comply with
reasonable rules and regulations established fiom time to time for use thereof. Tenant
shall insure that trash and debris produced by the activities on Premises do not
accumulate on the Premises.
15. ENTRY AND INSPECTION. Tenant shall permit Landlord and its employees and agents
to enter into and upon the Premises at all reasonable times for the purpose of inspecting the
same, or for the purpose of malting repairs, alterations or additions or performing the
improvements to any portion of said building(s), including the erection and maintenance of
such scaffolding, canopy, and fences as may be required, or for the purpose of posting
notices of non -responsibility for alterations, additions or repairs, or for the purpose of placing
upon the Premises any usual or ordinary signs for public safety as determined by Landlord.
Landlord shall be permitted to do any of the above without any rebate of Rent and without
any liability to Tenant for any loss of occupation or quiet enjoyment of the Premises thereby
occasioned. Landlord shall make reasonable efforts to coordinate times for any repairs
deemed necessary with Tenant to reduce to the extent practicable any interference with
Tenant's use of the Premises. Tenant shall permit Landlord, at any time within ninety (90)
days prior to the expiration of the Term, to place upon the Premises any usual or ordinary
"For Lease" or "For Sale" signs, and during such ninety -day period, Landlord or its agents
may, during normal business hours, enter upon said Premises and exhibit the same to
prospective tenants or purchasers.
16. DAMAGE AND DESTRUCTION.
16.1. Notice to Landlord. Tenant shall give prompt notice to Landlord in case of any lire
or other damage to the Premises.
01181.0001/481677.1 12
16.2. Partial Casualty to Premises. If the Premises shall be damaged by any casualty
including, but not limited to, civil unrest, vandalism, a fire, flood or earthquake, such
that (i) the cost of replacement or repair of the Restaurant is less than or equal to fifty
percent of the total replacement cost thereof; or (ii) the cost of replacement or repair
of damage to the Restaurant, and any other structures comprising the Premises, when
aggregated together is less than or equal to fifty percent of the total replacement cost
thereof, then Landlord shall promptly repair and restore the same to substantially the
condition thereof immediately prior to said damage or destruction. If insurance
proceeds are forthcoming, Landlord shall not be obligated to commence the
restoration and/or repair until Landlord has received said insurance proceeds.
Landlord shall take all reasonable steps necessary so as to obtain such insurance
proceeds promptly so as to prevent delay in restoring and/or repairing the Premises to
its prior condition.
16.3. Substantial Damage to Premises. If the Premises shall be damaged or destroyed by
any casualty (or the other matters described above), such that (1) the cost of
replacement or repair of the Premises exceeds one years rent; or (ii) the cost of
replacement or repair of damage to the Premises, and any of the other structures
comprising the Premises, when aggregated together exceeds on years rent total, then
Landlord may elect to either replace or repair the damage as aforesaid, cancel this
Lease by written notice of cancellation given to Tenant within ninety days after the
date of the casualty, or allow Tenant to cause repairs to be made to City standards.
This Lease shall cease and terminate twenty days following Tenant's receipt of
Landlord's cancellation notice, and Tenant shall vacate and surrender the Premises to
Landlord in accordance with the terms of this Lease.
16.4. Reconstruction. In the event of any reconstruction of the Premises under this
Section 16, Landlord shall be obligated to reconstruct the Premises only to the extent
of the condition of the Premises prior to the damage.
16.5. Rent Abatement. In the event that any casualty to the Premises is such that
operations are impossible or impractical during the reconstruction as determined by
Tenant, Tenant shall be entitled to abatement of the Rent for actual number of
business days closed based on a pro-rata ratio of the total days in the month.
16.6. Termination. Upon any termination of this Lease under any of the provisions of this
Section 16, the Parties shall be released thereby without further obligations to the
other Party coincident with the surrender of possession of the Premises to Landlord,
except for obligations which have theretofore accrued and be then unpaid, and except
for Tenant's obligations under Section 11.
16.7. Determination of Percentage of Damage or Destruction. If either Landlord or
Tenant contends that the percentage of the damage or destruction referred to above
exceeds one year's rent total and the other Party disagrees, the determination of the
percentage shall be made in writing by a senior officer of the insurance company that
is to make insurance proceeds available for replacement or repair. If said insurance
company elects not to render such a determination in a timely manner, or no
01181.0001 /481677.1 13
determination is rendered for any other reason, then, in such event, upon fifteen -days'
prior written notice to Tenant, Landlord's determination shall be deemed the agreed
upon determination of the damage or destruction.
17. ASSIGNMENT AND SUBLETTING.
17.1. Assignment and Subletting. Tenant shall not sublet the Premises or assign this
Lease without the prior written consent of Landlord. Landlord shall not unreasonably
withhold its consent to an assignment or sublease to a proposed assignee or subtenant.
In no event shall Landlord be required to approve of any assignment or sublease
which would result in a violation of any other agreements to which Landlord is a
parry and/or for which all of the following criteria are not met:
a. The proposed assignee or subtenant has submitted to Landlord financial
statements showing that the proposed assignee's or subtenant's financial
condition, including net worth and liquidity, is equal to or greater than
Tenant's financial condition;
b. The proposed assignee or subtenant is morally and financially responsible;
and
c. Tenant is not in default in the payment of Rent or the performance of any
obligations under this Lease.
Any such assignment shall be subject to all of the terms and conditions of this Lease,
including, but not limited to, the use restrictions, and the proposed assignee or
subtenant shall assume the obligations of Tenant under this Lease in writing in form
satisfactory to Landlord. The proposed assignee or subtenant shall simultaneously
provide to Landlord an estoppel certificate in the form described in Section 21.
Consent by Landlord to one assignment or subletting shall not be deemed to be
consent to any subsequent assignment or subletting. Any assignment or subletting
without the prior written consent of Landlord shall be void, shall constitute a material
breach of this Lease, and shall, at the option of Landlord, terminate this Lease.
Neither this Lease nor any interest therein shall be assignable as to the interest of
Tenant by operation of law.
Landlord shall be under no obligation to consider a request for its consent to an
assignment or sublease until Tenant shall have submitted in writing to Landlord a
request for Landlord's consent to such assignment or sublease, a history of the
proposed assignee's or subtenant's business experience and financial viability and
such other information as required by Landlord to verify that the criteria set forth
herein are met.
18. DEFAULT AND REMEDIES; TERMINATION.
18.1. Default by Tenant. The occurrence of any one or more of the following events shall
constitute a default and breach of this Lease by Tenant:
01181.0001 /481677.1 14
(i) Failure to pay any Rent or other monetary payment required hereunder to
Landlord within five days after receiving notice from Landlord of
Tenant's failure to pay any such obligation when due under this Lease.
(ii) Failure to perform any provision of this Lease (other than the payment of
money), if the failure to perform is not cured within thirty days after
receiving written notice of the default from Landlord. If the default cannot
be reasonably cured within thirty days, Tenant shall not be in default of
this Lease if Tenant commences to cure the default within the thirty -day
period and diligently and in good faith continues to cure the default.
(iii) Failure of Tenant to meet or comply with the Performance Standard.
(iv) Vacation or abandonment of the Premises by Tenant.
(v) Making a general assignment for the benefit of creditors.
(vi) Filing of a voluntary petition in barrlcruptcy or the adjudication of Tenant
as a bankrupt.
(vii) Appointment of a receiver to take possession of all or substantially all the
assets of Tenant located at the Premises or of Tenant's leasehold interest
in the Premises.
(viii) Filing by any creditor of Tenant of an involuntary petition in bankruptcy
which is not dismissed within sixty (60) days after filing.
(ix) Attachment, execution or other judicial seizure of all or substantially all of
the assets of Tenant or Tenant's leasehold where such an attachment,
execution or seizure is not discharged within sixty (60) days.
In the event of any such default or breach by Tenant, Landlord may at any
time thereafter, without further notice or demand, rectify or cure such default, and any
sums expended by Landlord for such purposes shall be paid by Tenant to Landlord
upon demand and as additional Rent hereunder. In the event of any such default or
breach by Tenant, Landlord shall have the right to continue the lease in full force and
effect and enforce all of its rights and remedies under this Lease, including the right
to recover the Rent as it becomes due under this Lease or Landlord shall have the
right at any time thereafter to elect to terminate the Lease and Tenant's right to
possession thereunder. Upon such termination, Landlord shall have the right to
recover from Tenant:
(a) The worth at the time of award of the unpaid Rent which
had been earned at the time of termination;
(b) The worth at the time of award of the amount by which the
unpaid Rent which would have been earned after termination until the time of
01181.0001 /481677.1 15
award exceeds the amount of such Rent loss that Tenant proves could have been
reasonably avoided; and
(c) The worth at the time of award of the amount by which the
unpaid Rent for the balance of the term after the time of award exceeds the
amount of such Rent loss that Tenant proves could be reasonably avoided.
The "worth at the time of award" of the amounts referred to in subparagraphs
(a), b), and (c) above shall be computed by allowing interest (or by discounting in the
case of subparagraph (c)) at three percent over the prime rate, but in no event greater
than the maximum rate permitted by law.
"Rent" shall include all sums payable pursuant to this Lease on a regular basis;
including reimbursement of real estate taxes and any similar amounts. The payment
shall be computed on the basis of the average monthly amount thereof accruing
during any preceding twelve-month period selected by Landlord, except that if it
becomes necessary to compute such Rent before such a twelve-month period has
occurred, then such Rent shall be computed on the basis of the average monthly
amount hereof accruing during such shorter period.
Such efforts as Landlord may make to mitigate the damages caused by Tenant's
breach of this Lease shall not constitute a waiver of Landlord's right to recover
damages against Tenant hereunder.
Notwithstanding any of the foregoing, the breach of this Lease by Tenant, or an
abandonment of the Premises by Tenant, shall not constitute a termination of this
Lease, or of Tenant's right of possession hereunder, unless and until Landlord elects
to do so, and until such time Landlord shall have the right to enforce all of its rights
and remedies under this Lease, including the right to recover rent, and all other
payments to be made by Tenant hereunder, as they become due. Failure of Landlord
to terminate this Lease shall not prevent Landlord from later terminating this Lease or
constitute a waiver of Landlord's right to do so.
No Waiver. Acceptance of any payment under this Lease shall not be deemed a
waiver of any default or a waiver of any of Landlord's remedies.
18.3. Landlord's Default. Except as may be elsewhere expressly provided in this Lease,
Landlord shall not be in default unless Landlord fails to perform obligations required
of Landlord within a reasonable time, but in no event later than thirty days after
written notice by Tenant to Landlord, specifying wherein Landlord has failed to
perform such obligation; provided, however, that if the nature of Landlord's
obligation is such that more than thirty days are required for performance then
Landlord shall not be deemed in default if Landlord commences performance within
the thirty (30) day period and thereafter diligently prosecutes the same to completion.
18.4. Cumulative Remedies. No remedy or election hereunder shall be deemed exclusive
but shall, wherever possible, be cumulative with all other remedies at law or in
equity, except Tenant i) cannot seek money damages or pursue an action in law; and
01181.0001 /481677.1 16
ii) is instead limited to bringing a proceeding in the nature of specific performance,
injunctive relief or mandamus, or any other action in equity.
18.5. Termination.
The Parties acknowledge that this Lease shall be terminated immediately at
the occurrence of any of the following events:
a. By expiration of the Lease;
b. By mutual agreement of both Parties; or
c. In the case of casualty as provided for in Section 16.6.
18.5.2. The Parties acknowledge that this Lease may be terminated by Landlord
upon five -days' written notice if Tenant fails to meet the Performance
Standard,
18.5.3. Except as set forth in Section 2.3, termination of this Lease shall not
extinguish Tenant's obligations to pay Rent or its other obligations
including indemnification of Landlord.
19. SURRENDER OF PREMISES. The voluntazy or other surrender of the Premises by
Tenant, or a mutual cancellation thereof, shall not work a merger, and shall, at the option of
Landlord, terminate all or any existing subleases or licensees, or may, at the option of
Landlord, operate as an assignment to it of any or all of such subleases or licenses.
20. FORCE MAJEURE. If either Party hereto shall be delayed or prevented from the
performance of any act required hereunder by reason of acts of God, strikes, lockouts, labor
troubles, inability to procure materials, restrictive governmental laws or regulations or other
cause without fault and beyond the control of the Party obligated (financial inability
excepted), performance of such act shall be excused for the period of the delay and the
period for the performance of any such act shall be extended for a period equivalent to the
period of such delay; provided, however, nothing in this Section 20 shall excuse Tenant
from the prompt payment of any Rent.
21. ESTOPPEL CERTIFICATE. Tenant shall, at any time and fi•oin time to time upon not
less than twenty -days priar• notice from Landlord, execute, acknowledge and deliver to
Landlord a statement in writing certifying that this Lease is unmodified and is in full force
and effect, and the dates to which the Rent has been paid, and stating whether or not to the
best knowledge that Landlord is in default under this Lease, and, if in default, specifying in
reasonable detail each such default, and such other matters as Landlord may reasonably
request, it being intended that any such statement delivered by Tenant may be relied upon by
Landlord or any prospective purchaser of the fee or any prospective mortgagee or
encumbrancer thereof.
If Landlord desires to refinance or transfer the Premises, then Tenant agrees to deliver to
Landlord or any lender or h•ansferee designated by Landlord such financial information
01181.0001/481677.1 17
concerning Tenant as may be reasonably required by such lender or transferee and is
reasonably available to Tenant. All such financial information shall be received by
Landlord in confidence.
22. SUBORDINATION. The rights of Tenant shall be and are subject and subordinate at all
times to the lien of any mortgage now or hereafter in force against the Premises, and Tenant
shall promptly execute and deliver such further instruments subordinating this Lease to the
lien of any such mortgage as shall be requested by Landlord.
23. CONDEMNATION. In the event a condemnation or transfer in lieu thereof results in a
taking of any substantial and/or material portion of the Premises, Landlord or Tenant may,
upon written notice given to the other Party within thirty days after such taking or transfer in
lieu thereof, terminate this Lease. In connection therewith, Landlord and Tenant
acknowledge that:
a. Landlord (acting as the City of Morro Bay) possesses the power to take the
Premises through eminent domain proceedings; and
b. The business to be conducted by Tenant upon the Premises is not a viable
business without financial assistance from Landlord, therefore if Tenant must
vacate the Premises, it will be extremely impractical, if not impossible, for
Tenant to operate its business elsewhere.
Therefore, upon such termination Tenant shall have the right to claim and recover from
Landlord and/or the condemning authority only the amount equal to the value of any
improvements installed by Tenant. Tenant shall not receive any value related to the
leasehold value of the property which shall be paid solely to Landlord.
24. USE OF LANDLORD'S NAME. Tenant shall not use Landlord's name for advertising or
promotion without Landlord's prior written consent which may be granted or withheld in its
sole discretion.
25. TRADE FIXTURES. Tenant has the right to use the Landlord's personal property located
on the Premises but Tenant shall, at its own cost and expense, install and equip the Premises
with all furniture, fixtures, trade fixtures, equipment and personal property reasonably
required for the operation of Tenant's business. Any and all fixtures and appurtenances
installed by Tenant shall conform with the requirements of all applicable laws and
regulations. All furniture, equipment, and trade fixtures installed by Tenant shall remain the
property of Tenant during the Term of this Lease but Tenant shall not be remove any trade
fixtures during the Term hereof without Landlord's prior written consent, which may be
provided by the City Manager on behalf of the Landlord, and which consent may be
withheld or granted in Landlord's sole discretion. On termination of this Lease, Tenant may,
provided Tenant is not in default of this Lease, remove at its own expense all trade fixtures,
equipment and its personal property. At termination of this Lease, if Tenant has left any
merchandise, furniture, equipment, signs, trade fixtures or other personal property in the
Premises, Landlord may give Tenant written notice to remove such property. In the event
such property is not removed within fifteen days after the date of said notice, Landlord may
01181.0001 /481677.1 IQ
dispose of said property in any manner whatsoever and Tenant hereby waives any claim or
right to said property or any proceeds derived from the sale thereof. Any damage to the
Premises resulting from the installation or removal of any of said trade fixtures or equipment
shall be repaired by Tenant at Tenant's sole cost and expense.
26. QUIET ENJOYMENT. As long as Tenant is not in default under this Lease, Tenant shall
have quiet enjoyment of the Premises during the Tenn.
27. HOLDOVER. Tenant has no right to retain possession of the Premises or any part thereof
beyond the expiration or earlier termination of this Lease. Any holding over after the
expiration of the term of this Lease, with the consent of Landlord, express or implied, shall
be construed to be a tenancy from month to month, cancelable upon thirty -days' written
notice, and at a monthly rent equal to two hundred percent of the rent set forth in Section 3.1
and upon terms and conditions as existed during the last month of the Term.
28. NOTICE AND WAIVER REGARDING RELOCATION, GOODWILL, PROPERTY
INTEREST AND CONDEMNATION
28.1. Tenant knowingly and voluntarily acknowledges and agrees upon its vacation of the
Premises at the end of the Lease term, upon the sooner termination thereof for any
reason, or vacation, of the Premises under any circumstances, in no event shall Tenant
be entitled or shall Landlord, including its employees, agents and assignees, be
required to provide any relocation benefits, compensation for loss of goodwill, or
assistance under any applicable federal, state, or local laws or regulations including
without limitation, the Uniform Relocation Assistance Laws, California Government
Code Section 7260 et seq. Further, Tenant being fully informed of any and all of its
rights and obligations and all laws and regulations (including without limitation, the
Uniform Relocation Assistance Laws, California Government Code Section 7260 et
seq.) in connection therewith fully waives, releases and rejects any and all relocation
assistance and benefits relating to or in any respect connected with Tenant vacating
the Premises.
28.2. Tenant knowingly and voluntarily acknowledges and agrees upon its vacation of the
Premises at the end of the Term, upon the sooner termination thereof for any reason,
or vacation, of the Premises under any other circumstances, in no event shall Tenant
be entitled or shall Landlord be required to provide any compensation or
consideration to Tenant for the leasehold interest of Tenant, improvements pertaining
to realty, personal property, fixtures and equipment, pre -condemnation damages,
severance damages or interest and litigation expenses, whether based on
condemnation, inverse condemnation or any other reason. Upon vacation of the
Premises or termination of the Lease, Tenant knowingly waives and surrenders any
claims or rights to the leasehold interest, improvements pertaining to realty, personal
property, fixtures and equipment, pre -condemnation damages, severance damages or
interest and litigation expenses.
01181.0001 /481677.1 19
29. MISCELLANEOUS.
29.1. BindingrEffect; Choice of Law. This Lease shall be binding upon the Parties, their
successors and assigns and be governed by the laws of the State of California. Any
litigation between the Parties hereto concerning this Lease shall be initiated in the
Superior Court of the State of California for the County of San Luis Obispo.
29.2. Partial Invalidity. If any term, covenant, condition or provision of this Lease is
held by a court of competent jurisdiction to be invalid, void, or unenforceable, the
remainder of the provisions hereof shall remain in full force and effect and shall in
no way be affected, impaired or invalidated thereof.
29.3. Successors in Interest. The covenants herein contained shall, subject to the
provisions as to assignment, apply, to and bind the heirs, successors, executors,
administrators and assigns of all the Parties hereto, and each and all, including the
Party making the assignment, shall be jointly and severally liable hereunder.
29.4. No Oral Agreements. This Lease covers in full each and every agreement of every
kind or nature whatsoever between the Parties hereto concerning this Lease, and all
preliminary negotiations and agreements of whatsoever kind or nature are merged
herein, and there are no oral agreements. Tenant acknowledges that no
representations or warranties of any kind or nature not specifically set forth herein
have been made by Landlord or its employees, agents or representatives.
29.5. Interest. Any sum due to Landlord under this Lease shall bear simple interest from
and after its due date at a rate equal to ten percent (10%) per month until paid to
Landlord, but not in excess of the maximum rate permitted by law.
29.6. Authori .Each individual executing this Lease on behalf of Tenant represents and
warrants that he or she is duly authorized to execute and deliver this Lease on behalf
of Tenant and that this Lease is binding upon Tenant in accordance with its terms.
29.7. Time. Time is of the essence of this Lease.
29.8. Consistency. Each provision herein shall be interpreted so as to be consistent with
every other provision.
29.9. Relationship of Parties. The relationship of the Parties is that of Landlord and
Tenant, and it is expressly understood and agreed that Landlord does not in any way
or for any purpose become a partner of Tenant in the conduct of Tenant's business
or otherwise, or a joint venture with Tenant.
29.10. Non -Discrimination. Tenant herein covenants by and for Tenant, Tenant's
successors, heirs, executors, administrators and assigns, and all persons claiming
under or through Tenant, and this Lease is made and accepted upon and subject to
the following conditions: that there shall be no discrimination against or segregation
of any person or group of persons, on account of race, color, creed, religion, sex,
marital status, national origin or ancestry, in the leasing, subleasing, transferring,
01181.0001 /481677.1 20
use, occupancy, tenure or enjoyment of the Premises, nor shall the Tenant, or any
person claiming under or through Tenant, establish or permit any such practice or
practices of discrimination or segregation with reference to the selection, location,
number, use or occupancy of tenants, Tenants, subtenants, subtenants or vendees of
the Premises.
29.11. Non -Collusion. No official, officer, or employee of Landlord has any financial
interest, direct or indirect, in this Lease, nor shall any official, officer, or employee
of Landlord participate in any decision relating to this Agreement which may affect
his/her financial interest or the financial interest of any corporation, partnership, or
association in which (s)he is directly or indirectly interested, or in violation of any
interest of any corporation, partnership, or association in which (s)he is directly or
indirectly interested, or in violation of any State or municipal statute or regulation.
The determination of "financial interest" shall be consistent with State law and shall
not include interest found to be "remote" or non interest pursuant to California
Government Code Sections 1091 and 1091.5. Tenant represents and warrants that (i)
it has not paid or given, and will not pay or give, to any third parry including, but
not limited to, Tenant or any of its officials, officers, or employees, any money,
consideration, or other thing of value as a result or consequence of obtaining this
Lease; and (ii) it has not engaged in any act(s), omission(s), or other conduct or
collusion that would result in the payment of any money, consideration, or other
thing of value to any third parry including, but not limited to, any official, officer, or
employee of Landlord, as a result or consequence of obtaining this Lease. Tenant is
aware of and understands that any such act(s), omission(s) or other conduct
resulting in the payment of money, consideration, or other thing of value will render
this Lease void and of no force or effect.
29.12. Notices. Wherever in this Lease it shall be required or permitted that notice and
demand be given or served by either Party to this Lease to or on the other, such
notice or demand shall be given or served in writing and shall not be deemed to
have been duly given or served unless in writing, and personally served or
forwarded by certified mail, postage prepaid, addressed as specified below. Either
Party may change the address set forth below by written notice by certified mail to
the other. Any notice or demand given by certified mail shall be effective one (1)
day subsequent to mailing.
Landlord: City of Morro Bay
Attn: City Manager
595 Harbor Street
Morro Bay, CA 94585
With a copy to: Aleshire & Wynder, LLP
Attn: Christopher F. Neumeyer, City Attorney
18881 Von Kannan Ave., Suite 1700
Irvine, CA 92612
01181.0001/481677.1 21
Tenant:
Ciano Real Estate, Inc.
Attn: Frankie Ciano
781 Market Street.
Morro Bay, California 93442
29.13. Not an Offer. The submission of this Lease and any ancillary documents to Tenant
shall not constitute an offer to lease, and Landlord shall have no obligation of any
kind, express or implied, to lease the Premises to Tenant until Landlord has
approved, executed and returned to Tenant a fully signed copy of this Lease.
29.14. Amendments. This Lease may be modified or amended only in writing executed
by both Parties and approved by Landlord in accordance with applicable law.
29.15. Exhibits. Exhibit A is attached hereto and incorporated herein by reference.
29.16. Acknowledgement of Content. Each Party acknowledges that they have read and
fully understand the contents of this Lease and have had an opportunity to consult
with an attorney regarding the same. This Lease represents the entire and integrated
agreement between the Parties with respect to the subject matter hereof and
supersedes all prior negotiations, representations or agreements, either written or
oral.
IN WITNESS WHEREOF, the Parties have duly executed this Lease on the day and year
first above written in Morro Bay, California.
LANDLORD:
CITY OF MORRO BAY,
a municipal corporation
By:
Scott Collins, City Manager
ATTEST:
Dana Swanson, City Clerk
APPROVED AS TO FORM:
ALESHIRE & WYNDER, LLP
TENANT:
CIANO REAL ESTATE,
California corporation
By:
Frankie Ciano, owner
By:
INC., a
Tis
, 2018
(Attach Notary Acknowledgements
Tenant)
for
01181.0001 /481677.1 22
By:
Christopher F. Neumeyer, City Attorney
01181.0001 /481677.1 23
EXHIBIT A
DESCRIPTION AND DEPICTION OF PREMISES
The Premises consist of Space A and shared use of the bathrooms as depicted on the figure
below.
(APN: 066-321-027)
III IN
IFTY
.. 6F-4 Lam---- dy�q .
, 'SPACE A
is - l y%Y✓•' "
SPACE B
01181.0001 /481677.1