HomeMy WebLinkAboutReso 49-23 Lets Get Tuned_Signed LeaseRESOLUTION NO. 49-23
RESOLUTION OF THE CITY COUNCIL
OF THE CITY OF MORRO BAY, CALIFORNIA
APPROVING A 2-YEAR LEASE AGREEMENT FOR
THE UPPER FLOOR OF THE 781 MARKET STREET BUILDING BETWEEN
THE CITY OF MORRO BAY AND
LET'S GET TUNED, LLC
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, Let's Get Tuned, LLC (Lessee) is proposing to lease the upper floor
(Excluding Kitchen) of 781 Market Street Building; and
WHEREAS, City and Lessee have agreed to a new 2-year lease agreement, for
the upper floor (excluding kitchen) of the building located at 781 Market Street.
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 the upper floor (excluding
kitchen) of the 781 Market Street Building Lease is hereby approved.
2. The City Manager 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 811 day of August 2023 on the following vote:
AYES:
Wixom, Barton, Edwards, Ford, Landrum
NOES:
None
ABSENT:
None
ABSTAIN:
None
RECUSED:
None
,
CARLA WIXOM, Mayor
EST:
D NA SWANSON, City Clerk
COMMI,RCIAL LEASE AGRIJLMENT
By and Between
CITY OF MORRO BAY,
a municipal corporation
"Landlord"
and
Let's Get Tuned, LLC
"Tenant"
01181.0005/903656.3
COMMERCIAL LEASE AGREEMENT
THIS COMMERCIAL LEASE AGREEMENT ("Lease") is made effective this 9th clay
of August 2023, by and between the CITY OF MORRO BAY, a municipal corporation
("Landlord"), and Let's Get Tuned, LLC a California Limited Liability Corporation
("Tenant"). Landlord and Tenant are sometimes individually referred to as a "Party" and jointly
as the "Parties."
RECITALS:
A. Laudlord' owns, certain real property located in the City of Morro 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 commercial 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 building identified as Space A and Space B and excluding use of the kitchen
as described and depicted oil the attached Exhibit A, is the subject of this Commercial Lease
Agreement, and is also referred to as the "Premises."
B. The Premises are located in Landlord's downtown ("Downtown Area").
C. Tenant is a Limited Liability Corporation, currently operating a sound and yoga
studio business.
D. The Parties 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.
1.1. Lease. Landlord hereby leases to Tenant and Tenant hereby hires from 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 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.
01181.0005/903656.3
2. EFFECTIVE DATE; TERM.
2.1. Effective Date. This Lease shall be deemed effective as of August 9, 2023
("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 twenty-four (24) months, and terminate without notice on August 9, 2025
("Term"), unless otherwise amended by the Parties pursuant to Sections 2.4 and
29.14.
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. Landlord shall have the right to terminate this Lease at any time within the
Term upon providing Tenant at least sixty (60) days' written notice.
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 ninety 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 29.14. 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 Five Thousand Two Hundred Sixteen Dollars
($5,216) on a 30-day basis, in advance, due no later than the 10111 day of first calendar
month of each the ten calendar months for the 30-day period for which rent is being
paid ("Rent"); with the first payment being due on September 8, 2023. Starting after
the first year following the Effective Date and each anniversary thereafter, said Rent
amount shall be adjusted based on the change in the Consumer Price Index for All
Urban Consumers Los Angeles -Long Beach-Analieim CUURS49ASAO applied over
the immediately preceding year period ending March 31 of such year.
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.
01181.0005/903666.3
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 29.12, 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
(10) days after its due date, shall be subject to a ten percent late charge.
3.5. Security Deposit. Concurrently with Tenant's delivery of this Lease, Tenant shall
deposit with Landlord the sum equal to the Rent stated in item 3.1 of the Rent &
Performance Standards (the "Security Deposit"), to be held by Landlord as security
for the full faithful performance of the Tenant's obligation under this Lease. Upon
any breach of the foregoing obligations by Tenant, Landlord may apply all or part of
the Security Deposit as full or partial compensation. If any portion of the Security
Deposit is so applied, Tenant shall within 5 days after written demand by Landlord
deposit cash with Landlord in an amount sufficient to restore the Security Deposit to
its original amount. Landlord shall not be required to keep this Security
Deposit separate from its general fiends, and Tenant shall not be entitled to interest on
the Security Deposit. In no event may Tenant utilize all or any portion of the Security
Deposit as a payment toward any Rental sum due under this Lease. Any unapplied
balance of the Security Deposit shall be returned to Tenant thin 30 days following the
termination of this Lease and Tenant's vacation of the Premises.
4. USES.
4.1. Authorized Uses; Minimum Program Requirements.
4.1.1. Authorized Uses. Tenant shall use the Premises solely as a Sound and
Yoga Studio. As material consideration for this Lease, Tenant agrees to
use the Premises and conduct all its business operations on the Premises
tinder the designation of a commercial Sound and Yoga Studio, currently
named "Let's Get Tuned". 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 all 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.
01181.0005/903656.3
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 assigrmient 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
"Environuncntal 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, includuig, 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
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 "Hazardous
Material" includes, without limitation, any material or substance which is (i) 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.
01181.0005/903656.3
S. 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
(5) clays prior to the clue date) furnish Landlord with satisfactory evidence 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, then 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 of San Luis Obispo (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, although Landlord is a municipal entity exempt from 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.
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. hi 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 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; Performance Standards for Sauce. 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 ill
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.
01181.0005/903656.3
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,
then 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, then
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 Tenant's maintenance obligations under this Section are
material considerations to Landlord for this Lease and, therefore, this Section shall be
construed liberally for the protection and preservation of the Premises.
7.2. Limited Maintenance and Repair by Landlord. Landlord shall 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,
electrical systems, HVAC equipment and exterior painting, and (ii) subject to the
financial limitations set forth below.
Notwithstanding the foregoing, Landlord shall not be required to snake repairs
necessitated by reason of (i) the negligence or willfiil misconduct of Tenant, or any of
Tenant's staff, volunteers, students, contractors, invitees, subtenants, patrons or
customers, (ii) 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) 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 April
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,
01181,0005/903656.3
Landlord shall maintain a cumulative on -going record of all Rent received by
Landlord ("Landlord Repair Feud"). Any repairs and maintenance costs incurred
by Landlord under this Section shall reduce the Landlord Repair Fluid. If at any time
when a repair or maintenance item, which is Landlord's responsibility under this
Section, then Landlord shall only be obligated to slake such repair to the extent 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 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, then such election shall not be deemed a
waiver of this limitation with respect to fiiture repairs and the cost of such repairs
shall reduce the Landlord Repair Fund.
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, then 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 disapprovals 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) 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, in its goverlunental
and landlord capacities, prior to the commencement of such work. All work shall be
done in a good and workmanlike manner, diligently Prosecuted to completion. All
such improvements shall innnediately 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 7.2, Tenant shall, at its sole cost and expense, comply with all 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,jurisdnctnon,,or the admission of Tenant in
01181.0005/903656.3
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 tern 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.
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 fi•om
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
01181.0005/903656.3
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 sliall be primary
insurance and pursuant to Subsections 10.2.1 and .3 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, unless the cancellation is for non-payment
of a premium and then such written notice shall be no less than ten days.
Within tell 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 sliall 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 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 wrongfiul 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 sliall 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 indeninifted. In addition, Landlord may
require Tenant to pay Landlord's reasonable 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.
01181.0005/903656.3 10
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
from 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 willfitl 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 filrnished, 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, then 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 clue and owing from Tenant to
Landlord, together with interest at the rate prescribed in Section 29.5, on the amount of the
mechanic's lien claim.
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 from time to time for use thereof. Tenant
shall insure that trash and debris produced by the activities on Premises do not
accumulate oil 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 making repairs, alterations or additions or performing the
01181.00051903656.3 I I
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 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 fire
or other damage to the Premises.
16.2. Damage. In the event the Premises are destroyed or damaged by fire or other
casualty or act of God as to be rendered uninhabitable ("Casualty"), this Lease may
be terminated by either party in its sole discretion upon written notice to Tenant
within thirty (30) days of such occurrence. If the Lease is not terminated by Landlord
or Tenant, Tenant shall be responsible to repair the damage to the Premises and
Landlord shall be responsible to repair any damage to the buildings or common areas
(other than the leased Premises areas) unless such was caused by Tenant or its
employees, agents or invitees in which event Tenant shall, at its sole cost and expense
repair the damage.
16.3. Repair of Damnge by Landlord. Tenant agrees to notify Landlord in writing
promptly of any damage to the Premises resulting from a Casualty, as defined above.
If the Premises are damaged by a Casualty or any common areas of the Premises'
building providing access to the Premises are damaged by a Casualty such that
Tenant sloes not have reasonable access to the Premises and neither Landlord nor
Tenant has elected to terminate this Lease, Landlord shall promptly and diligently
restore such common and building areas to substantially the same condition as existed
before (lie Casualty, except for modifications required by building codes and other
laws and except for any other modifications to the common areas considered
desirable by Landlord. In making these modifications, Landlord shall reasonably
endeavor to avoid impairing Tenant's access to the Premises. Landlord's obligation to
restore is subject to the availability of insurance proceeds and shall further be subject
to reasonable delays for insurance adjustments and other matters beyond Landlord's
reasonable control and subject to the other clauses of this Lease.
16.4. React Abateinent. In the event any casualty to the Premises is such that operations
are impossible or unpractical during the reconstruction as determined by Tenant,
01181.0005/903656.3 12
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.
16.5. Termination. Upon any termination of this Lease under any of the provisions of
Section 16 or Section 2.3, the Parties shall be released thereby without filrther
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.
16.6. Determination of Percentage of Damage or Destruction. If either Landlord or
Tenant contends the percentage of the damage or destruction referred to above
exceeds one -year's rent total and the other Party disagrees, then 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 determination is rendered for any other reason, then, in such event, upon fifteen -
days' prior written notice to Tenant, then 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
party 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 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.
01181.0005/903656.3 13
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:
(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 clays, then 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, but
within no more than one hundred eighty days from commencement of the
cure.
(iii) Failure of Tenant to meet or comply with the Performance Standard.
(iv) Vacation or abandoiunent of the Premises by Tenant.
(v) Making a general assignment for the benefit of creditors.
(vi) Filing of a voluntary petition in bankruptcy 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 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 days.
01181,0005/903656.3 1'1
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 Rill 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
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
01181.0005/903656.3 15
to terminate this Lease shall not prevent Landlord from later terminating this Lease or
constitute a waiver of Landlord's right to do so.
18.2. 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
that thirty -day period and thereafter diligently prosecutes the same to completion.
1.8.4. 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
ii) is instead limited to bringing a proceeding in the nature of specific performance,
injunctive relief or mandamus, or any other action in equity to enforce any applicable
provision of this Lease.
18.5. Termination.
18.5.1. The Parties acknowledge this Lease shall be terminated immediately at the
occurrence of any of the following events;
a. By expiration of the Lease (including the right to terminate in
Section 2.3);
b. By mutual agreement of both Parties; or
c. In the case of casualty as provided for in Section 16.
18.5.2. The Parties acknowledge 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 voluntary 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
01181.00051903656.3 16
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), then 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 shall excuse Tenant. from
the prompt payment of any Rent.
21. ESTOPPEL CERTIFICATE. Tenant shall, at any time and from time to time upon not
less than twenty -days' prior notice from Landlord, execute, acknowledge and deliver to
Landlord a statement in writing certifying 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
taiowledge Landlord is in default under this Lease, and, if in default, specif ,ing in
reasonable detail each such default, and such other matters as Landlord may reasonably
request, it being intended that any Stich 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 transferee designated by Landlord such financial information
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
leaseliold value of the property which shall be paid solely to Landlord.
01181,0005/903656.3 17
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 fiiruiture, equipment, and trade fixtures installed by Tenant shall remain the
property of Tenant during the Term of this Lease, but Tenant shall not 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, then Landlord may give Tenant written notice to remove such property. In the
event such property is not removed within fifteen clays after the date of said notice, Landlord
may dispose of said property in any nnanner whatsoever and Tenant hereby waives any
claim or right to said property or any proceeds derived front (lie 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 Term.
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 aclanowledges 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 Govermnent
Code section 7260 el 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
01181.0005/903656.3 18
seq.) in connection therewith Wily 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 tine 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.
29. MISCELLANEOUS.
29.1. Binding Effect; 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.
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, then
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 assigiunent, 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 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 clue to Landlord tinder this Lease shall bear simple interest from
and after its due date at a rate equal to ten percent per month until paid to Landlord,
but not in excess of the maxinnum rate permitted by law.
29.6. Authority. 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.
01181.0005/903656.3 19
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 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 witli 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, sexual preference or identity or ancestry, in the
leasing, subleasing, transferring, 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 whicli (s)lie 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 party 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 party 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
01181.0005/903656.3 20
forwarded by certified mail, hostage 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: Aleslure & Wynder, LLP
Attn: Chris F. Neuineyer, City Attorney
18881 Von Karman Ave., Suite 1700, Irvine CA
92612
Tenant: Let's Get Tuned
Attn: Natalie Teichmatul
2530 Nutmeg Ave„ Morro Bay CA, 93443
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 fiilly 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. Aeluio`vledgement of Content. Each Party acknowledges they have read and hilly
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.
01181.0005/903656.3 21
IN WITNESS WHEREOF, the Parties have duly executed this Lease on the day and year
first above written in Morro Bay, California.
LANDLORD:
CITY OI' MORRO BAY,
a municipal corporation
By: Greg Ca enter(Au 10,2023 16:55 PDT)
Greg Carpenter, Interim City Manager
Aug 10, 2023.2023
ATTEST:
As -
Dana Swanson (Aug 10, 202317:07 PDT)
Dana Swanson, City Clerk
APPROVED AS TO FORM:
ALESHIRE & WYNDER, LLP
Chn� T Alsuwe�el-
By: Chris F. Neumeyer (Aug 10, 20231 : 1 PDT)
Chris F. Neumeyer, City Attorney
01181.00051903656.3 22
TENANT:
NATALIE TEICHMANN, dba LET'S
GET TUNED, a Limited Liability
Corporation
2023
2023
EXHIBIT A
DESCRIPTION AND DEPICTION OF PREMISES
The Premises consist of Space's A & B and exclude the kitchen as depicted on the figure belmv.
(APN: 066-321-027)
• -��\� kitchen , SPACE B
Space A
01181.0005/903656.3