Preview
PLD-C-001
ATTORNEY OR PARTY WITHOUT ATTORNEY STATE BAR NUMBER: FOR COURT USE ONLY
nave: Allen G. Bowman, SBN: 254544
FirMNaMe: Adamski Moroski Madden Cumberland & Green LLP
streeTappress: 1948 Spring St.
cry: Paso Robles
tevepHoneno: 805-748-2300
state: CA zip cove:
raxno: 805-748-2322
93446 ELECTRONICALLY FILED
email Appress: ABOWMAN@AMMCGLAW . COM Superior Court of California,
ATTORNEY FOR (name: Mavini 140, LLC
SUPERIOR COURT OF CALIFORNIA, COUNTY OF ALAMEDA
County of Alameda
STREET ADDRESS: 24405 Amador St. 03/22/2024 at 12:37:47 PM
MAILING ADDRESS: 24405 Amador St. By: Damaree Franklin,
CITY AND ZIP CODE: Hayward, CA 94544 Deputy Clerk
BRANCH NAME: Civil - Hayward Hall of Justice
PLAINTIFF: Mavini 140, LLC
DEFENDANT: California Amusement Group
[) does 1To_ 10
CONTRACT
CX) CompPLaintT () AMENDED COMPLAINT (Number):
(} CROSS-COMPLAINT () AMENDED CROSS-COMPLAINT (Number):
Jurisdiction (check all that apply): CASE NUMBER:
(2) ACTION Is A LIMITED CIVIL CASE (does not exceed $35,000)
Amount demanded [_] does not exceed $10,000
[C) exceeds $10,000 24CV
068 Ff 46
() ACTION IS AN UNLIMITED CIVIL CASE (exceeds $35,000)
[-) ACTION IS RECLASSIFIED by this amended complaint or cross-complaint
[) from limited to unlimited
(-) from unlimited to limited
Plaintiff* (name or names):
Mavini 140, LLC
alleges causes of action against defendant* (name or names):
California Amusement Group
2. This pleading, including attachments and exhibits, consists of the following numberof pages: 28
3. a. Each plaintiff named above is a competent adult
CK) except plaintiff (name): Mavini 140, LLC
(1) (2) a corporation qualified to do business in California.
(2) (2) an unincorporated entity (describe):
(3) KK other (specify): Limited Liability Company
CC) Plaintiff (name):
(1) (2) has complied with the fictitious business name laws and is doing business under the fictitious name (specify):
(2) () has complied with all licensing requirements as a licensed (specify):
[C) Information about additional plaintiffs who are not competent adults is shown in Attachment 3c.
4 a Each defendant named above is a natural person
[K) except defendant (name): (-) except defendant (name):
California Amusement Group
(1) [OQ abusiness organization, form unknown. (1) [2] a business organization, form unknown.
(2) [XQ acorporation. (2) [LQ] acorporation.
(3) [2] an unincorporated entity (describe): (3) [2] an unincorporated entity (describe):
(4) [2] a public entity (describe): (4) [2] a public entity (describe):
(5) [QQ other (specify): (5) [QQ other (specify):
“If this form is used as a cross-complaint, plaintiff means cross-complainant and defendant means cross-defendant. Page 1 of 2
Form Ay raved for Optional Use Code of Civil Procedure, § 425.12
Judicial re souneil of California CEB | Essential COMPLAINT—Contract ourts.ca.gov
PLD-C-001 [Rev. January 1, 2024] ceb.com {=|Forms
PLD-C-001
SHORT TITLE: CASE NUMBER:
Mavini 140, LLC v. California Amusement Group
4. b. The true names of defendants sued as Does are unknown to plaintiff.
(1) [XJ Doe defendants (specify Doe numbers): 1-5 were the agents or employees of the named
defendants and acted within the scope of that agency or employment.
(2) [XQ Doe defendants (specify Doe numbers): 6-10 are persons whose capacities are unknown to
plaintiff.
c. ()} Information about additional defendants who are not natural persons is contained in Attachment 4c.
d. (2) Defendants who are joined under Code of Civil Procedure section 382 are (names):
() Plaintiff is required to comply with a claims statute,and
a ()} has complied with applicable claims statutes, or
b. (2) is excused from complying because (specify):
(2) This action is subject to [) Civil Code section 1812.10 [2] Civil Code section 2984.4.
This court is the proper court because
a [X) a defendant entered into the contract here.
() a defendant lived here when the contract was entered into.
() a defendant lives here now.
[&] the contract was to be performed here.
a defendant is a corporation or unincorporated association and its principal place of business is here.
(J) real property that is the subject of this action is located here.
() other (specify) :
The following causes of action are attached and the statements above apply to each (each complaint must have one or
more causes of action attached):
[&) Breach of Contract
() Common Counts
() Other (specify):
() Other allegations:
10. Plaintiff prays for judgment for costs of suit; for such relief as is fair, just, and equitable; and for
a [CX] damages of: $ 106,488
b. [&) interest on the damages
(1) [) according to proof
(2) [K) at the rate of (specify): 10% percent per year from (date): 5/1/2022
c. [&) attorney's fees
(1) Co) of:$
(2) [K) according to proof.
d. (&) other (specify): $10,648.80 (Late Charges per section 13.4 of the Lease)
11. (2) The paragraphs of this pleading alleged on information and belief are as follows (sp,
Date: March 22, 2024
»
f
(TYPE OR PRINT NAME) IGNATURE ae (OR ATTORNEY)
(If you wish to verify this pleading, affix a vérification.),
PLD-C-001 [Rev. January 1, 2024] Page 2 of 2
COMPLAINT—Contract
CEB | Essential
ceb.com {=|Forms
PLD-C-001(1)
SHORT TITLE: CASE NUMBER:
Mavini 140, LLC v. California Amusement Group
First
(number)
CAUSE OF ACTION-Breach of Contract
ATTACHMENT TO [XJ Complaint (2) Cross-Complaint
(Use a separate cause of action form for each cause of action.)
BC-1. Plaintiff (name): Mavini 140, LLC
alleges that on or about (date):
a KJ] written CJ oral (L) other (specify):
agreement was made between (name parties to agreement. Plaintiff and Defendant
[&) A copy of the agreement is attached as Exhibit A, or
() The essential terms of the agreement [_] are stated in Attachment BC-1 [L] are as follows (specify):
BC-2. On or about (dates): 3/30/2022
defendant breached the agreement by [XJ the acts specified in Attachment BC-2 [J the following acts
(specify):
BC-3. Plaintiff has performed all obligations to defendant except those obligations plaintiff was prevented or
excused from performing.
BC-4. Plaintiff suffered damages legally (proximately) caused by defendant's breach of the agreement
[K) as stated in Attachment BC-4 [L] as follows (specify):
Bc-5. KX] Plaintiff is entitled to attorney fees by an agreement or a statute
Dots
[&) according to proof.
BC-6.
[A] Other: nterest and late charges as set forth on
Attachment BC-2 and BC-4
Page 3
Page 1 of 1
Form Approved for Optional Use Code of Civil Procedure, § 425.12
Judicial Council of Califomia CAUSE OF ACTION- Breach of Contract www.courtinfo.ca.gov
PLD-C-001(1) [Rev. January 1, 2007]
CEB Essential
ceb.com f2\Forms"
Exhibit “A”
DocuSign Envelope ID: 190E7E80-1814-49C5-919E-271 1S21E0AS2
AIRCR2
STANDARD INDUSTRIAL/COMMERCIAL MULTI-TENANT LEASE - GROSS
1 Basle Provisians ("Basic Provisions").
LL Parties. This Lease (" ase"), dated for reference purposes only as 25/19 is made by and between Mavini 14c. LLC ('Lessor’}
and al ito nia Amisemenc Grouo ie iS:: a California Corooration ("Lessee"), (callectively the "Parties", or
individually a "Party",
12a) Premises: That certain real property, including all improvements therein orto be provided by Lessor under the terms of this Lease, commanly known
as (street address, unit/suite, ity, state, zip] 2065 “BY West 140th Ave. Premises"). The Premises are located in the County of
eds and are generally described as (describe briefly the nature of the Premises and th "Project"):_The eastern most approx.
06 square fe bo 17 17 square Eoot building lin addition to Lessee’s rights to use and occupy the Premises as
hereinafter saecified, Lessee shail have non-exclusive rights to any utility raceways of the building containing the Premises ("Building")and to the Common Areas (as
defined in Paragraph 2.7 below), but shail not have any rights to the roof, ar exterior walls of the Building or to any other buildingsin the Project. The Premises, the
7Building, the Common Areas, the fand upon which they are locateo, along with all other buildings and impravements thereon, are herein collectively referred to as the
roject.” (See also Paragraph 2)
1.2(b) Parking: 25 cana share of existing unreserved vehicle parking spaces. (See also Paragraph 2.6)
1.3 Term: _3 yearsand _0 months (" inal Term") commencing 12/1/19 ("Commencement Date" and ending
v tion Date"). (See also Paragraph 3)
1.4 Early Possession: If the Premises are available Lessee may have non-exclusive possession of the Premises commencing ——= ("Early Possession
Gate’ |. {Se@ also Paragraphs 3.2 and 3 3)
15 Base Rent: 35,800 _ per month ("Base Rent”), payable on the _1st. day of each month commencing _L2/ - (See also
Paragraph 4)
a irenis noxis checked, there are provsionsin this Lease forthe dase Rent to be adjusted, See Paragraph 50.
‘16 Lessee's Shareof Common Area Operating Expenses: Fifty Two percent (_52 ‘%) ("Lessee's Share"). In the event that the size of the
Premises and/or the Project are modified during the term of this Lease, Lessor shall recalculate Lessee's Share to reflect such modification,
1.7. Base Rent and Other Manies Paid Upon Execution;
(a) Base Rent: $5,800 _ for the period
Common Area Operating Expenses:
(b) Tor the period
(a Security Dep its ei Se ("Security Deposit"). (See also Paragraph 5)
{d) Other: for .
(e) Total Due Upon Execution of this Lease: _$5. 300
LB Agreed U: Admini rrazion sales or ioe and di be a. i a fo amusemens
produc: ucts. « (See also Paragraph 6)
19. Insuring Party. Lessor is the "insuring Party". (See also Paragraph 8)
1.10 Real Estate Brokers. (See also Paragraph 15 and 25)
(a) Representation: Each Party acknowledges recewing a Disclosure Regarding Real Estate Agency Relationship, confirms and consents to the following
agency relationships in this Lease with the following real estate brokers ("Braker(s)") and/or their agents ("Agent(s)"):
Lessor’s Grokerage Firm i. J. Britton ¢ Co. Ucense No. 01906834 sche brokerof check onet: SA ene Lessor: ar CA oth the
Lessee and Lessor (dual agent).
lassor'sAgent John Britton ticenseno, 90848717 isicheck ones: BA the Lessor’s agent (salesperson or broker associate}; or
both the Lessee’s Agent and the Lessor’s Agent (dual agent]
Lessee’s Srokerage Firm _icense No. Is the wraker of check one}: (the Lessee; or “] both the Lessee and Lessor (ual agent
Lessee’s Agent Ucanse No. is{check one): L} the Lessee’s Agent (salespersonar broker associate); ar both the Lessee’s
Agent and the Lessor’s Agent (dual agent).
{b) Payment to Brokers. Upan execution and delivery of this Lease by bath Parties, Lessor shall nay to the Srokers the brokerage fee agreed toin a
separate written agreement (or if there is na such agreement, the sumof Per separate agreement or % of the total Base Rent) for
the brokerage services rendered by the Brokers.
1.11 Guarantor. The abligations of the Lessee under this Lease are to be guaranteed by ("Guarantor"), (See also Paragrapn 37)
1.12 Attachments. Attached hereto are the following, alt of which constitute a partaf this Lease:
an Addendum consisting
of Paragraphs SQ through SL
a site plan depicting the Premises;
a site alam depicnng the Project:
current set of the Rules and Regulations (or the Project;
a current set of the Rules and Regulanons adopted by the owners’ association;
— 3 Work Letter;
=
=
Lm) }4
© 2019 AIR CRE. Ali Rights Reserved, (ast Edited: 11/14/2019 11:48 AM
MTG-24.31, Revised 06-10-2019 Page Lof 18
OocuSign Envelope ID: 19DE7E80-1814-49C6-919E-2711521E0a52
c
L_ other (specify):
2 Premises.
21. Letting. Lessor hereby leases to Lessee, and Lessee hereby leases from Lessor, the Premises, for the term,
covenants and conditions set (orth in this Lease. While the approximate square footage of the Premises may have beenat the rental, and upan all of the terms,
used in the marketing of the 2remises for
Durposes af comparison, the Base Rent stated herein is NOT ted to zquare footage and is not subject to adjustment should the actual size be determined to be
different, NOTE: Lessee is advised to verifyttthe actual size prior to executing this Lease.
2.2 Condition, Lessor shail deliver that partion of the Premises contained within the Building {"Unit” ") t0 Lessee broom clean and free of debris on the
Commencement Oate ar the Early Possession Date. whicheveHirst
r occurs ("Start Date"), and. s0 long as the required service contracts described in Paragraph 7.1(b)
below are obtained by Lessee and in effect within thirty days following tne Start Date, wat cans that the existing electrical, plumbing, fire sprinkler, lighting, heatin
venblating and air conditioning systems ("HVAC"), ‘cading doors, sump pumps, if any. ang all other such elementsin
shallbe in goad apersting conditionon saic date, that the structural elements of the roof, beanng walls and foundationthe ofUnit, other than those constructed by Lessee,
the Unit shail be free of material defects,
and tae the Unit does not cont hazardous levels of any mold or fungl defined as toxic under applicable state or federal law. Ifa non-compliance with such
‘warranty exists as of the Start Date, ar if one of such systems or elements shauld maifuncti ‘an or fall within the appropriate warranty period, Lessor shall, as Lessor's
sole obligation with respect to such matter, except as otherwise pravided in this Lease, promptly after receipt of written notice fram Lessee
specificity the nature and extent of such non-compliance, malfunction of failure. recafy same at Lessor’s expense. The warranty periods shallsetting forth with
manthsas to the HVAC systems, and (i) 30 days 25 to the remaining systems and ather elements of the Unit. iF Lessee does not gve Lessor theberequired as follows: (i) 6
the appropriate warranty neriod, correction of any such non-compliance, malfunction or faluce shail be the abligavon of Lessee at notice within
(exceptfor the repairs to the fire sprinkler systems, roof, faundations, and/or beatin ig Walls - See Paragraph7}, Lessor also warrants, Lassee's sole costand expense
‘writing, Lessor is unaware of (i) any recorded Notices of Default affectin; ig the Premise; (i) any delinquent amounts due under any loanthat unless otherwise specified in
(ill any bankruptcy proceeding affecting the Premises. secured by the Premises: anc
2.3 Compliance. Lessor warrants that to tne best of its knowledge the imorovements ‘on the Premises and the Common Areas
applicable laws, covenants or restrictions of record, regulations, and ordinances ("Appl licable Requirements") that were in effect comply with the building codes,
‘or nortan thereof, was constructed. Said warranty does not apply fo the use to: which at the time that each improvement,
Lessee will aut the Premises, modifications whicn may be required by the
Americans with Olsabilities Act ar any similar laws as a result of Lessee’s use (see (: Paragraph 49), or to any Altera or Utlitynons
7.3(a)) made or to be made by Lessee. NOTE: Lessee is responsiblefor determ installations (as defined in Paragraph
whether
ining or not the Applicable Requirements, and especialythe zoning are
appropriatefor Lessee's intended use, and acknowledges that past uses of the Premises
warranty, Lassor shall, except as otherwise arovided, promptly after receigtof written notiremayfromna flanger Lessee
be allawed, IFthe Premises da nat comply with said
satting forth with specificity she. fiature and extencof such
non-compliance, ractify the same at Lessar's expense. If Lessee does not give Lessor written. notice of anon-compli
the Start Oate, carrection of that non-compliance shall be the obligation of Lessae at Lessee’: 'ssole cost and expense.anceIf thewithApolicabie this warranty within 6 months follawing
Requirements are herealter
changed s0 35 £0 raquire during the term of this Lease the construction of an addition toor ‘an alteration of the Unit, Premises and/or Building.
Hazardous Substance, or the reinforcementor ather physical madiRcation of the Unit, P remises and/or Building ("Capital Expenditure”), Lessor the remediation af any
altacate the costof such work as follows: and Lessee shall
fa) Subject to Paragraph 2.3(c} below, if such Ca pital Expenditures are required as. result of the specific and unique use of the
compared with uses by cenant in general,
s Lessee shail be ful ly casponsifor Premises by Lessee as
blethe cost therecf, provided, however, {that if such Capital Expenditureis required during
the last 2 years af this Lease and the cast thereof exceads' months’
§ Base Rent, Lessee terminate this: Lease unless Lessor notifies Lessee, inwrinng,
within LO days after receipt of Lessee’s termination notice that Lessor has elected pay maythe instead
‘months’ Base Rent. if Lessee elects termination, Lessee shall immediately cease theto use difference between the actual cost thereof and the amount equat to 6
written novice specifying a termination date at ‘east90 days thereafter. Such termination ofdatethe shall, Premises which requires such Capital Expenditure and deliver to Lessor
howaver, inno event be earlier than the last day that Lessee
could legally utilize the Premises without commencing such Capital Expenditure,
(b) If such Capital Expenditure is not the result of the specific and unique use of the Premisas by Lessee (such as, governmentally mandated seismic
modifications), then Lessor shall pay for such Capital Expenditure and Lessee shall oniiy be obligated to pay, each month during the
OF any extension thereof, on the date that on which the Base Rent is due, '3n amount squai to 1/144th of the portion of such costs reasonably remainderof the term of this Lease
Premises. Lessee shall pay intarest an the balance but may preoay its abil ligation at any time. If, however, such Capital Expenditure is required artributable ta the
during the last 2 years
OF this Leas or if Lessor reasonably determines that it is nat economical ly feasible to pay its share thereof, Lessar shall have the option ta terminate
90 days prior written notice to Lessee unless Lessee notifies Lessor, ln weiting, within 10 days after receipt of Lessor’s termination this Lease upon
Capital Expenditure. If Lessor does act elect to terminate, and fails to tender its share of any such Capital Expenditure, Lessee maynotice that Lessee will pay for such
same, with Interest, From Rent until Lassor’s share of such costs have been fully paid. If Lessees unable co finance Lessors share, oradvance such funds and deduct
and payable for the remainder of this Lease is nat sufficient t to fully reimburse Lessee on an offset basis, Lessee shall have the right if tha balance of the Rent due
days written natice to Lessor. to terminate this Lease upon 30
te) Notwithstanding the above, the arovisions zoncerniny 18 Capital Expendit are intended uresta apply only to non-voluntary, unexpected, and new
Applicable Requirements, If the Capital Expenditures are instead tri\ggered by Lessee a5 3 result of an actual or proposed change
mositicationto the Premises then, andin chat event, Lessee shail either: {i) Immediately cease such changed use or intensity of usein use, change in intensity of use, or
may be necessary to eliminate the requirement for such Capital Expenditure. or (ii) complete such Capital Expenditure at its own and/or take such other stays 3s
eight to terminate this Lease, expense. Lessee shall not have anv
2.4 Acknowledgements, Lessee acknowiedges that: (a) it has een gi n an opportunity to inspect and measure the
Lessor and/ar Brokers to sausty itself with respect to the sire and candition of the Sremises {includ ing but not ilmited ta the electrical, Premises; (b) ithas been advised by
systems, security, environmental aspects, and compliance with Aaj plicable Requirements and the Americans with Oisabilities Act), and HVAC and fire sprinkler
intended use: (c) Lessee has made suen investigation as stdeams necessary with reference to such matters and assumes all responsibilitytheir suitabillly for Lessea 5
{ots occupancy of the Premises; (d) itis nat relying on any ceprasentation as to the sizeof the Premises mad by Brakers or Lessor; therefor as the same relate
Premises was not material to Lessee’s decision to lease the Premises and pay the Rent statea herein, and (f) neither Lessor, Lessor’s agents, (al the square footage of the
any oral or written representations ar warranties with respect to said matters other than as set forth in this Lease. In addition, nor Brokers have made
have made no representations. promise or warranties
s concerning Lessee's ability to haner the Lessor acknowledges chat: (I) Seokers
responsibility to invesngate the Financia! capability and/or suitability of all aroposed tenants, Lease or suitabil ity to occupy the Premises, and {il} tis Lessor’s sole
2.3 Lessee as Prior Owner/Occupant. The warranties made ‘by Lesser in Paragraph2 shall be of no force or effect if immediately prior to the Start Date Lessee
was the gviner or occupant of tha Premises. In such event, Lessee shall be responsible for any necessary corrective work
2.8 Vehicle king. Lessee shall be entitled to use the number of Parking Spaces specified in Paragragh 1.2(b) on those portions of th Common
Areas
1s
aa
4
iN iNtrratS
© 2019 AIR CRE. All Rights Reserved. Last Edited: 11/14/2019 11:48 AM
MTG-24.31, Revised 06-10-2019 Page 2 of 18
DocuSign Envelope ID. 19DE7E80-1814-49C6-9196-271 1521E0A52
designated from timeto ame by Lessor for parking, Lessee shall nat use more parking spaces than said umber, Said oa king spaces shalle used for parting by
vehicles no larger than fullsize oassanger automobiles of pick-up trucks, herein called ‘Permitted Stze Vehicles.” Lessor may regulate the loading and unloading of
vehiclesby adopting Rules and Regulationsas provided in Paragraph 2. ‘No vehicles other than Permitted Size Vehictes maybe parked in the Cammon Area without
the orior written permission of Lessor. In addition:
fa) Lessee shall not permit ar allow any vehicles that belong to ar are controlled by Lessee or Lessee’s employees, suppliers, shippers, customers,
contractors or invitees to be loaded, unloaded, ar parked in areas other than those designated by Lessor for such acuvines.
(b) Lessee shall not service ar stare any vehicles in the Comman Areas.
( FLessee permits or allows any of the prot ited activities described in this Paragraph 2.6, then Lessor shall have the right, without notice, in addition
to such other sights and remedies that it may have, co remove artow away the vehicle involved and charge the cast(0 Lessee, which cast shallbe immediately
payable upon demand by Lessor.
2.7 Common Areas Definition. The term “Common Areas" is defined as all areas and facilities outside the Premises and within the
the Project and Interior utility raceways and installations within the Unit that are provided and designated by the Lessor fram time to time forexterior boundary line of
the general
non-exclusive use of Lessor, Lessee and other tenantsof the Project and thair respective employees, supaliers, shippers, customers, contractors and invitees, including
packing areas, loading and unio: areas, trash areas, roofs, roadways, walkways, driveways and landscaped areas,
2.8 Common Areas ~ Lessea's Rights. Lessor grants to Lessee, for the benefit of Lessee and its employees, suppliers, shippers, contractors, customers and
es, during the term of this Lease, the non-exclusive nght to use, in common with others entitled to such use, the Camman Areas as they exist from time to time,
subject ta any rights, pawers, and privileges reserved by Lessor under the terms hereof or under the terms of any rules and regulations or restrictions governing the
use of the Project. Under no circumstances shall the right herein granted to use the Commen Areas be deemed to Include the right to store any aronerty, temporarily
or permanently, in the Common Areas. Any such starage shall be permitted anly by the pnor written consent of Lessor or Lassor's designated agent,
may be revaked at any time. In che event that any unauthorized storage shall accur, chen Lessor shall have the right, without natice, in addition to suchwhichatherconsent
rights
and remedies that it may have, to cemove the property and charge the cost fo Lessee, which cost shall be immediately payable upan demand by Lessor.
2.9 Comman Areas - Rules and Regulations. Lessor or such other persons) as Lessor may appoint shalt have the exclusive control and management of the
Common Areas and shall have the right, fram time to time, to establish, madify, amend and enforce reasonable rules and regulatfons "Rules and Regulations’ } for
the management, safety, care, and cleanliness of the grounds, che parking and unloadingof vehicles anc the preservation of good order, as well as far the convenience
of ather occupants ar tenants af the Suiiding and the Project and heir invitees. Lassee agrees to abide by and conform to ail such Rules and Regulations, and shall
vse its best efforts to cause its employees. suppliers, shippers, custarners, contractors and invitees ta so abide and conform. Lessor shail not be responsible to Lessee.
for the non-compliance with said Rules and Regulations by athe; tenants of the Project.
2.10 Common Areas~ Changes. Lessor shall have the right Lessar's sole discretion, from time to time:
{a) To make changes ta the Comman Areas, including, without limitation, changes in the lacation, size, shape and number of driveways, entrances,
Parking spaces, oarking areas. loading and unloading areas, ingress, egress, direction of tral, landscaped areas, walkways and utility raceways;
To dose tempararily any of the Common Areas for maintenance purpasessa long as reasonable access to the Premises remains available;
fo) To designate other land outside the boundaries of the Project to be a part ofthe Common Areas:
ts) To add additional buildings and improvements to the Common Areas;
te} To use the Common Areas while engaged in making additonal improvements, repairs or alterationsto the Project, ar any portion thereof; and
( To daand perform such other acts and make such other changesin, to or with respect to the Cammon Areas and Project as Lessar may, in the
exercise of sound business judgment, deem to be appropriate.
3. Term.
3.1 Term. The Commencement Date, Expiration Date and Original Term af this Lease are as spacified in Paragraph 1.3,
3.2. Early Possession. Any provision herein granting Lessee Early Possession af the Premises is subject to and conditioned upon the Premises being available
for such possession priar to the Commencement Date. Any grant of Early Possession oniy conveys a non-exclusive right to occupy the Premises. if Lessee cotally or
Sartially occupies the Premises prot to the Commencement Date, the obligation ta pay Yase Rent shall be abated for the periad of such Early Possession. All other
terms of this Lease (including but not limited to the abligations to pay Lessee's Share of Common Area Operating Expenses, Real Property Taxes and insurance
premiums and to maintain the Premises} shall be in effect during such period. Any such Early Possession shall not affect the Expiration Date,
3.3 Delay In Possession. Lessor agrees to use its best commercially reasonable efforts to deliver aossession of the Premises ta
Date. {f, despite said efforts, Lessor is unable to deliver possession by such date, Lessor shall not be subject to any liability therefor, nor Lessee by the Commencement
validity of this Lease or change the Expiration Date. Lessee shall not, however, be obligated to pay Rent or oerform its other abligations shall such failure affect the
until Lessor delivers
Dossession af the Premises and any period of rent abatement that Lessee wauld othe-wise have enjoyed shall run from the date of dalivery
cantinue for a period equal ta what Lessee would otherwise have enjoyed under the terms hereaf, but minus any daysof delay caused by theof acts possession and
ar omissions of
Lessee. If possession isnot delivered within 60 days ater the Commencement Date, as the same may be extended under the termsaf
Parnes, Lessee may, at its option,by naticein writing within 10days after the end of such 60 day periad, cancel this Lease, in which eventany theWork rttes Letter executed by
shall be
discharged from alt obliganons hereunder. if such wnitten notice is not received by Lessor within said 10 day period, Lessee's right to cancel shall terminate. if
ossession of the Premises is notdelivered within 120 days after the Commencement Date, this Lease shall terminate unless ather agreements are reached between
Lessor and Lessee, in writing.
34 Lessee Compliance. Lessor shail nat be required to tender possession of the Premises to Lessee until Lessee complies with its obligation ¢a provide
evidence of insurance (Paragraph 8.5). Pending deliveryof such evidence, Lessee shall be required ta perform all of its obligations under this Lease Fram and afterthe
Start Date, meluding the payment af Rent, nowwithstanding Lessor's election to withhold aassession pending receipt of such evidence of insurance. Further, if Lessee
's required to perform any other conditions prior to ar concurrent with the Start Date, the Start Date shall occur but Lessor may elect to withhold possession until such
conditions are satisfied,
4. Rent.
4.1, Rene Qefined. All manetary obligations of Lesseeco Lessar under the terms of this Lease (except for the Security Deposit) are deemed to be rent ("Rent").
42 Common Area Operating Expenses. Lessee shall pay ta Lessor during the term hereof,in addition to the Base Rent, Lessee’s Share (as specified in
Paragrapn 1.6} of all Comman Area Operating Expenses,as Nereinafter aefined, durin 'g each calendar year of the term of this Lease, in accordance with the fallowing
provisions:
(a]__ The fallowing costs relating to the ownership and operationof the Project are defined as "Common Area Operating Expenses":
ia Costs relating ta the operation, renair and maintenance, in neat, dean, good order and condition, but mat the replacement (see subparagraph
{e}). of the following:
Be
="
me
© 2019AIR CRE. All Rights Reserved. (ast Edited: 11/14/2019 11:48 AM
MTG-24.31, Revised 06-10-2019 Page 3 of 18
DocuSign Envelope 10: 19DE7E80-1814-49C6-919E-2711521E0ASZ
(aa) The Comman Areas and Common Area improvements, including parking areas, loading and unloading areas, trash areas, roadways,
sarkways, walkways, driveways, landscaped areas, bumpers. irrigation systems, Common Area lighting facilities, fences and gates, elevators, roofs, exterior walls of tne
buildings, building systems and roof drainage systems.
(bb) Exterior signs and any tenant directories.
(ce) Any fre sprinkler systems
[dd) All other areas and impravements that are within the exterior boundaries af the ?raject but outside of the Premises and/or any other
space occupied by a tenant.
(ii) The cast of water, gas, electricity and telephone to service the Common Areas and any utilities not separately metered
(iii) The cost of trash disposal, pest control services, property management, security services, owners’ association dues and fees, tne cast to repaint
the exterior of any structures and the castaf any environmental inspections.
(iv) Reserves set aside for maintenance and repair of Common Areas and Common Aree equipment.
(vp Any increase above the Base Real Property Taxes (as defined in Paragraph 10)
(vi) Any “Insurance Cost Increase" (as defined in °aragraph 8).
(vil) Any deductible portion of an insured loss concerning the Building or the Comman Areas.
(vill) Auditors’, accountants’ and attorneys’ fees and costs related to the operation, maintenance, air and replacement of the Proyect.
(ix) The cost of any capital improvement to the Building or the Project nat covered under the provisions of Paragranh 2.3 provided; however, that
\-2ssar shall allocate the cost of any such capital improvement aver 3 12 year periad and Lessee shall not be required to pay more than Lessee's Share of 1/144th of
‘the cost of such capital improvementin any given month. Lessee shail pay Intereston the unamartized balance but may prepay its obligation at any time
ix The cost of any ather services to be provided by Lessor that are stated elsewhere in this Leaseto be a Common Area Operating Expens
(b) Any Common Area Operating Expenses and Real Property Taxes that are specifically attributable to the Unit, the Building or to any other build in
the Project of to the operation, repair and maintenance thereof, shall be allacated entirely to such Unit, Building, or other building. However, any Common Area
Operating Expenses and Real Property Taxes that are not specifically attributable ‘a the Building orto any other building or to the operation, repair and maintenance
thereof, shall be equitably allacated by Lessor to all bui igsin the Project.
The inclusion of the improvements, facil ies and services set forth in Subparagraph 6.2(a) shall natbe deemed to impase an obligation upor: Lessar to
either have said improvements or facilities ar to provide those services unless the Project already has the same, Lessor already provides tne services, or Lessor has
agreed elsewhere in this Lease to provide the same or some of them.
(a) Lessea's Share of Common Area Operating Expenses is payable monthly on the same day as the Base Rent is due hereunder. The amount of such
Payments shall be based on Lessor’s estimate of the annual Common Area Operating Expenses. Within 60 days after written requast (aut not more than ance each
‘year) Lessor shall deliver to Lessee a reasonably detaiied statement showing Lessee's Share of the actual Cammon Area Operating Expenses for the preceding year. If
Lessee’s payments during such year exceed Lessee's Share, Lessor shall credit the amount of such aver-payment against Lessee's Future payments. IFLessee's
payments during such year were less than Lessae's Share, Lessee shall pay ta Lessar the amount of the deficiency within 10 days after delivery by Lessor ta Lessee af
the statement.
(e) Common Area Operating Expenses shall not include the cost of raplacing equipmentar capital companents such as the roof, foundations, exterior
walls or Common Area capital improvements, such as the parking lat paving, elevators, fences that have a useful life For accounting purpases of S yearsor mare.
n Common Area Operating Exaenses shall not inciude any expenses paid by any tenant directly to third parties, or as to which Lessoris atherwise
reimbursed by any third party, other tenant, orinsurance proceeds.
4.3. Payment. Lessee shall cause payment of Rent to be received by Lessor in lawful money of the United States, without affser ar deduction {except as
specifically aermitted in this Lease}, on ar before the day on which itis due, Ali monetary amounts shall be rounded to the nearescwhole dollar. in the event that sny
statement or invoice prepared by Lessor is inaccurate such inaccuracy shall not constitute a waiver and Lessee shall be obligated to pay the amaunt set forth in this,
Lease. Rent for any periad during the term hereof which is for iess than one full calendar month shall be prorated based upan the actual aumber of days of said
month. Payment of Rent shall be madeto Lassor at its address stated herein or to such ather persons ar piace as Lessor may from time to time designate in writing
Acceptanceof a payment which|sless than the amount then due shall not be a waiver of Lessor's rights to the balance of such Rent, regardless af Lessar's
endorsement of any check sa stating. In the event that any check, draft, or other instrument of payment given by Lessee to Lestor is dishonored for any reason,
Lessee agrees to pay to Lessor the sum of $25 in addition ta any Late Charge and Lessor, at its option, may require all future Rent be paid by cashier's check. Payments
will be applied first to accrued late charges and attorney's fees, second to accrued interest, then to Base Rent and Common Area Operating Expenses, and any
remaining amount ta any other outstanding charges or costs.
5. Security Qeposit. Lessee shail deposit with Lessorupon execution hereof the Security Depositas security for Lessee's falthful performance af its obligations
under this Lease. If Lessee fails to pay Re
Preview
PLD-C-001 ATTORNEY OR PARTY WITHOUT ATTORNEY STATE BAR NUMBER: FOR COURT USE ONLY nave: Allen G. Bowman, SBN: 254544 FirMNaMe: Adamski Moroski Madden Cumberland & Green LLP streeTappress: 1948 Spring St. cry: Paso Robles tevepHoneno: 805-748-2300 state: CA zip cove: raxno: 805-748-2322 93446 ELECTRONICALLY FILED email Appress: ABOWMAN@AMMCGLAW . COM Superior Court of California, ATTORNEY FOR (name: Mavini 140, LLC SUPERIOR COURT OF CALIFORNIA, COUNTY OF ALAMEDA County of Alameda STREET ADDRESS: 24405 Amador St. 03/22/2024 at 12:37:47 PM MAILING ADDRESS: 24405 Amador St. By: Damaree Franklin, CITY AND ZIP CODE: Hayward, CA 94544 Deputy Clerk BRANCH NAME: Civil - Hayward Hall of Justice PLAINTIFF: Mavini 140, LLC DEFENDANT: California Amusement Group [) does 1To_ 10 CONTRACT CX) CompPLaintT () AMENDED COMPLAINT (Number): (} CROSS-COMPLAINT () AMENDED CROSS-COMPLAINT (Number): Jurisdiction (check all that apply): CASE NUMBER: (2) ACTION Is A LIMITED CIVIL CASE (does not exceed $35,000) Amount demanded [_] does not exceed $10,000 [C) exceeds $10,000 24CV 068 Ff 46 () ACTION IS AN UNLIMITED CIVIL CASE (exceeds $35,000) [-) ACTION IS RECLASSIFIED by this amended complaint or cross-complaint [) from limited to unlimited (-) from unlimited to limited Plaintiff* (name or names): Mavini 140, LLC alleges causes of action against defendant* (name or names): California Amusement Group 2. This pleading, including attachments and exhibits, consists of the following numberof pages: 28 3. a. Each plaintiff named above is a competent adult CK) except plaintiff (name): Mavini 140, LLC (1) (2) a corporation qualified to do business in California. (2) (2) an unincorporated entity (describe): (3) KK other (specify): Limited Liability Company CC) Plaintiff (name): (1) (2) has complied with the fictitious business name laws and is doing business under the fictitious name (specify): (2) () has complied with all licensing requirements as a licensed (specify): [C) Information about additional plaintiffs who are not competent adults is shown in Attachment 3c. 4 a Each defendant named above is a natural person [K) except defendant (name): (-) except defendant (name): California Amusement Group (1) [OQ abusiness organization, form unknown. (1) [2] a business organization, form unknown. (2) [XQ acorporation. (2) [LQ] acorporation. (3) [2] an unincorporated entity (describe): (3) [2] an unincorporated entity (describe): (4) [2] a public entity (describe): (4) [2] a public entity (describe): (5) [QQ other (specify): (5) [QQ other (specify): “If this form is used as a cross-complaint, plaintiff means cross-complainant and defendant means cross-defendant. Page 1 of 2 Form Ay raved for Optional Use Code of Civil Procedure, § 425.12 Judicial re souneil of California CEB | Essential COMPLAINT—Contract ourts.ca.gov PLD-C-001 [Rev. January 1, 2024] ceb.com {=|Forms PLD-C-001 SHORT TITLE: CASE NUMBER: Mavini 140, LLC v. California Amusement Group 4. b. The true names of defendants sued as Does are unknown to plaintiff. (1) [XJ Doe defendants (specify Doe numbers): 1-5 were the agents or employees of the named defendants and acted within the scope of that agency or employment. (2) [XQ Doe defendants (specify Doe numbers): 6-10 are persons whose capacities are unknown to plaintiff. c. ()} Information about additional defendants who are not natural persons is contained in Attachment 4c. d. (2) Defendants who are joined under Code of Civil Procedure section 382 are (names): () Plaintiff is required to comply with a claims statute,and a ()} has complied with applicable claims statutes, or b. (2) is excused from complying because (specify): (2) This action is subject to [) Civil Code section 1812.10 [2] Civil Code section 2984.4. This court is the proper court because a [X) a defendant entered into the contract here. () a defendant lived here when the contract was entered into. () a defendant lives here now. [&] the contract was to be performed here. a defendant is a corporation or unincorporated association and its principal place of business is here. (J) real property that is the subject of this action is located here. () other (specify) : The following causes of action are attached and the statements above apply to each (each complaint must have one or more causes of action attached): [&) Breach of Contract () Common Counts () Other (specify): () Other allegations: 10. Plaintiff prays for judgment for costs of suit; for such relief as is fair, just, and equitable; and for a [CX] damages of: $ 106,488 b. [&) interest on the damages (1) [) according to proof (2) [K) at the rate of (specify): 10% percent per year from (date): 5/1/2022 c. [&) attorney's fees (1) Co) of:$ (2) [K) according to proof. d. (&) other (specify): $10,648.80 (Late Charges per section 13.4 of the Lease) 11. (2) The paragraphs of this pleading alleged on information and belief are as follows (sp, Date: March 22, 2024 » f (TYPE OR PRINT NAME) IGNATURE ae (OR ATTORNEY) (If you wish to verify this pleading, affix a vérification.), PLD-C-001 [Rev. January 1, 2024] Page 2 of 2 COMPLAINT—Contract CEB | Essential ceb.com {=|Forms PLD-C-001(1) SHORT TITLE: CASE NUMBER: Mavini 140, LLC v. California Amusement Group First (number) CAUSE OF ACTION-Breach of Contract ATTACHMENT TO [XJ Complaint (2) Cross-Complaint (Use a separate cause of action form for each cause of action.) BC-1. Plaintiff (name): Mavini 140, LLC alleges that on or about (date): a KJ] written CJ oral (L) other (specify): agreement was made between (name parties to agreement. Plaintiff and Defendant [&) A copy of the agreement is attached as Exhibit A, or () The essential terms of the agreement [_] are stated in Attachment BC-1 [L] are as follows (specify): BC-2. On or about (dates): 3/30/2022 defendant breached the agreement by [XJ the acts specified in Attachment BC-2 [J the following acts (specify): BC-3. Plaintiff has performed all obligations to defendant except those obligations plaintiff was prevented or excused from performing. BC-4. Plaintiff suffered damages legally (proximately) caused by defendant's breach of the agreement [K) as stated in Attachment BC-4 [L] as follows (specify): Bc-5. KX] Plaintiff is entitled to attorney fees by an agreement or a statute Dots [&) according to proof. BC-6. [A] Other: nterest and late charges as set forth on Attachment BC-2 and BC-4 Page 3 Page 1 of 1 Form Approved for Optional Use Code of Civil Procedure, § 425.12 Judicial Council of Califomia CAUSE OF ACTION- Breach of Contract www.courtinfo.ca.gov PLD-C-001(1) [Rev. January 1, 2007] CEB Essential ceb.com f2\Forms" Exhibit “A” DocuSign Envelope ID: 190E7E80-1814-49C5-919E-271 1S21E0AS2 AIRCR2 STANDARD INDUSTRIAL/COMMERCIAL MULTI-TENANT LEASE - GROSS 1 Basle Provisians ("Basic Provisions"). LL Parties. This Lease (" ase"), dated for reference purposes only as 25/19 is made by and between Mavini 14c. LLC ('Lessor’} and al ito nia Amisemenc Grouo ie iS:: a California Corooration ("Lessee"), (callectively the "Parties", or individually a "Party", 12a) Premises: That certain real property, including all improvements therein orto be provided by Lessor under the terms of this Lease, commanly known as (street address, unit/suite, ity, state, zip] 2065 “BY West 140th Ave. Premises"). The Premises are located in the County of eds and are generally described as (describe briefly the nature of the Premises and th "Project"):_The eastern most approx. 06 square fe bo 17 17 square Eoot building lin addition to Lessee’s rights to use and occupy the Premises as hereinafter saecified, Lessee shail have non-exclusive rights to any utility raceways of the building containing the Premises ("Building")and to the Common Areas (as defined in Paragraph 2.7 below), but shail not have any rights to the roof, ar exterior walls of the Building or to any other buildingsin the Project. The Premises, the 7Building, the Common Areas, the fand upon which they are locateo, along with all other buildings and impravements thereon, are herein collectively referred to as the roject.” (See also Paragraph 2) 1.2(b) Parking: 25 cana share of existing unreserved vehicle parking spaces. (See also Paragraph 2.6) 1.3 Term: _3 yearsand _0 months (" inal Term") commencing 12/1/19 ("Commencement Date" and ending v tion Date"). (See also Paragraph 3) 1.4 Early Possession: If the Premises are available Lessee may have non-exclusive possession of the Premises commencing ——= ("Early Possession Gate’ |. {Se@ also Paragraphs 3.2 and 3 3) 15 Base Rent: 35,800 _ per month ("Base Rent”), payable on the _1st. day of each month commencing _L2/ - (See also Paragraph 4) a irenis noxis checked, there are provsionsin this Lease forthe dase Rent to be adjusted, See Paragraph 50. ‘16 Lessee's Shareof Common Area Operating Expenses: Fifty Two percent (_52 ‘%) ("Lessee's Share"). In the event that the size of the Premises and/or the Project are modified during the term of this Lease, Lessor shall recalculate Lessee's Share to reflect such modification, 1.7. Base Rent and Other Manies Paid Upon Execution; (a) Base Rent: $5,800 _ for the period Common Area Operating Expenses: (b) Tor the period (a Security Dep its ei Se ("Security Deposit"). (See also Paragraph 5) {d) Other: for . (e) Total Due Upon Execution of this Lease: _$5. 300 LB Agreed U: Admini rrazion sales or ioe and di be a. i a fo amusemens produc: ucts. « (See also Paragraph 6) 19. Insuring Party. Lessor is the "insuring Party". (See also Paragraph 8) 1.10 Real Estate Brokers. (See also Paragraph 15 and 25) (a) Representation: Each Party acknowledges recewing a Disclosure Regarding Real Estate Agency Relationship, confirms and consents to the following agency relationships in this Lease with the following real estate brokers ("Braker(s)") and/or their agents ("Agent(s)"): Lessor’s Grokerage Firm i. J. Britton ¢ Co. Ucense No. 01906834 sche brokerof check onet: SA ene Lessor: ar CA oth the Lessee and Lessor (dual agent). lassor'sAgent John Britton ticenseno, 90848717 isicheck ones: BA the Lessor’s agent (salesperson or broker associate}; or both the Lessee’s Agent and the Lessor’s Agent (dual agent] Lessee’s Srokerage Firm _icense No. Is the wraker of check one}: (the Lessee; or “] both the Lessee and Lessor (ual agent Lessee’s Agent Ucanse No. is{check one): L} the Lessee’s Agent (salespersonar broker associate); ar both the Lessee’s Agent and the Lessor’s Agent (dual agent). {b) Payment to Brokers. Upan execution and delivery of this Lease by bath Parties, Lessor shall nay to the Srokers the brokerage fee agreed toin a separate written agreement (or if there is na such agreement, the sumof Per separate agreement or % of the total Base Rent) for the brokerage services rendered by the Brokers. 1.11 Guarantor. The abligations of the Lessee under this Lease are to be guaranteed by ("Guarantor"), (See also Paragrapn 37) 1.12 Attachments. Attached hereto are the following, alt of which constitute a partaf this Lease: an Addendum consisting of Paragraphs SQ through SL a site plan depicting the Premises; a site alam depicnng the Project: current set of the Rules and Regulations (or the Project; a current set of the Rules and Regulanons adopted by the owners’ association; — 3 Work Letter; = = Lm) }4 © 2019 AIR CRE. Ali Rights Reserved, (ast Edited: 11/14/2019 11:48 AM MTG-24.31, Revised 06-10-2019 Page Lof 18 OocuSign Envelope ID: 19DE7E80-1814-49C6-919E-2711521E0a52 c L_ other (specify): 2 Premises. 21. Letting. Lessor hereby leases to Lessee, and Lessee hereby leases from Lessor, the Premises, for the term, covenants and conditions set (orth in this Lease. While the approximate square footage of the Premises may have beenat the rental, and upan all of the terms, used in the marketing of the 2remises for Durposes af comparison, the Base Rent stated herein is NOT ted to zquare footage and is not subject to adjustment should the actual size be determined to be different, NOTE: Lessee is advised to verifyttthe actual size prior to executing this Lease. 2.2 Condition, Lessor shail deliver that partion of the Premises contained within the Building {"Unit” ") t0 Lessee broom clean and free of debris on the Commencement Oate ar the Early Possession Date. whicheveHirst r occurs ("Start Date"), and. s0 long as the required service contracts described in Paragraph 7.1(b) below are obtained by Lessee and in effect within thirty days following tne Start Date, wat cans that the existing electrical, plumbing, fire sprinkler, lighting, heatin venblating and air conditioning systems ("HVAC"), ‘cading doors, sump pumps, if any. ang all other such elementsin shallbe in goad apersting conditionon saic date, that the structural elements of the roof, beanng walls and foundationthe ofUnit, other than those constructed by Lessee, the Unit shail be free of material defects, and tae the Unit does not cont hazardous levels of any mold or fungl defined as toxic under applicable state or federal law. Ifa non-compliance with such ‘warranty exists as of the Start Date, ar if one of such systems or elements shauld maifuncti ‘an or fall within the appropriate warranty period, Lessor shall, as Lessor's sole obligation with respect to such matter, except as otherwise pravided in this Lease, promptly after receipt of written notice fram Lessee specificity the nature and extent of such non-compliance, malfunction of failure. recafy same at Lessor’s expense. The warranty periods shallsetting forth with manthsas to the HVAC systems, and (i) 30 days 25 to the remaining systems and ather elements of the Unit. iF Lessee does not gve Lessor theberequired as follows: (i) 6 the appropriate warranty neriod, correction of any such non-compliance, malfunction or faluce shail be the abligavon of Lessee at notice within (exceptfor the repairs to the fire sprinkler systems, roof, faundations, and/or beatin ig Walls - See Paragraph7}, Lessor also warrants, Lassee's sole costand expense ‘writing, Lessor is unaware of (i) any recorded Notices of Default affectin; ig the Premise; (i) any delinquent amounts due under any loanthat unless otherwise specified in (ill any bankruptcy proceeding affecting the Premises. secured by the Premises: anc 2.3 Compliance. Lessor warrants that to tne best of its knowledge the imorovements ‘on the Premises and the Common Areas applicable laws, covenants or restrictions of record, regulations, and ordinances ("Appl licable Requirements") that were in effect comply with the building codes, ‘or nortan thereof, was constructed. Said warranty does not apply fo the use to: which at the time that each improvement, Lessee will aut the Premises, modifications whicn may be required by the Americans with Olsabilities Act ar any similar laws as a result of Lessee’s use (see (: Paragraph 49), or to any Altera or Utlitynons 7.3(a)) made or to be made by Lessee. NOTE: Lessee is responsiblefor determ installations (as defined in Paragraph whether ining or not the Applicable Requirements, and especialythe zoning are appropriatefor Lessee's intended use, and acknowledges that past uses of the Premises warranty, Lassor shall, except as otherwise arovided, promptly after receigtof written notiremayfromna flanger Lessee be allawed, IFthe Premises da nat comply with said satting forth with specificity she. fiature and extencof such non-compliance, ractify the same at Lessar's expense. If Lessee does not give Lessor written. notice of anon-compli the Start Oate, carrection of that non-compliance shall be the obligation of Lessae at Lessee’: 'ssole cost and expense.anceIf thewithApolicabie this warranty within 6 months follawing Requirements are herealter changed s0 35 £0 raquire during the term of this Lease the construction of an addition toor ‘an alteration of the Unit, Premises and/or Building. Hazardous Substance, or the reinforcementor ather physical madiRcation of the Unit, P remises and/or Building ("Capital Expenditure”), Lessor the remediation af any altacate the costof such work as follows: and Lessee shall fa) Subject to Paragraph 2.3(c} below, if such Ca pital Expenditures are required as. result of the specific and unique use of the compared with uses by cenant in general, s Lessee shail be ful ly casponsifor Premises by Lessee as blethe cost therecf, provided, however, {that if such Capital Expenditureis required during the last 2 years af this Lease and the cast thereof exceads' months’ § Base Rent, Lessee terminate this: Lease unless Lessor notifies Lessee, inwrinng, within LO days after receipt of Lessee’s termination notice that Lessor has elected pay maythe instead ‘months’ Base Rent. if Lessee elects termination, Lessee shall immediately cease theto use difference between the actual cost thereof and the amount equat to 6 written novice specifying a termination date at ‘east90 days thereafter. Such termination ofdatethe shall, Premises which requires such Capital Expenditure and deliver to Lessor howaver, inno event be earlier than the last day that Lessee could legally utilize the Premises without commencing such Capital Expenditure, (b) If such Capital Expenditure is not the result of the specific and unique use of the Premisas by Lessee (such as, governmentally mandated seismic modifications), then Lessor shall pay for such Capital Expenditure and Lessee shall oniiy be obligated to pay, each month during the OF any extension thereof, on the date that on which the Base Rent is due, '3n amount squai to 1/144th of the portion of such costs reasonably remainderof the term of this Lease Premises. Lessee shall pay intarest an the balance but may preoay its abil ligation at any time. If, however, such Capital Expenditure is required artributable ta the during the last 2 years OF this Leas or if Lessor reasonably determines that it is nat economical ly feasible to pay its share thereof, Lessar shall have the option ta terminate 90 days prior written notice to Lessee unless Lessee notifies Lessor, ln weiting, within 10 days after receipt of Lessor’s termination this Lease upon Capital Expenditure. If Lessor does act elect to terminate, and fails to tender its share of any such Capital Expenditure, Lessee maynotice that Lessee will pay for such same, with Interest, From Rent until Lassor’s share of such costs have been fully paid. If Lessees unable co finance Lessors share, oradvance such funds and deduct and payable for the remainder of this Lease is nat sufficient t to fully reimburse Lessee on an offset basis, Lessee shall have the right if tha balance of the Rent due days written natice to Lessor. to terminate this Lease upon 30 te) Notwithstanding the above, the arovisions zoncerniny 18 Capital Expendit are intended uresta apply only to non-voluntary, unexpected, and new Applicable Requirements, If the Capital Expenditures are instead tri\ggered by Lessee a5 3 result of an actual or proposed change mositicationto the Premises then, andin chat event, Lessee shail either: {i) Immediately cease such changed use or intensity of usein use, change in intensity of use, or may be necessary to eliminate the requirement for such Capital Expenditure. or (ii) complete such Capital Expenditure at its own and/or take such other stays 3s eight to terminate this Lease, expense. Lessee shall not have anv 2.4 Acknowledgements, Lessee acknowiedges that: (a) it has een gi n an opportunity to inspect and measure the Lessor and/ar Brokers to sausty itself with respect to the sire and candition of the Sremises {includ ing but not ilmited ta the electrical, Premises; (b) ithas been advised by systems, security, environmental aspects, and compliance with Aaj plicable Requirements and the Americans with Oisabilities Act), and HVAC and fire sprinkler intended use: (c) Lessee has made suen investigation as stdeams necessary with reference to such matters and assumes all responsibilitytheir suitabillly for Lessea 5 {ots occupancy of the Premises; (d) itis nat relying on any ceprasentation as to the sizeof the Premises mad by Brakers or Lessor; therefor as the same relate Premises was not material to Lessee’s decision to lease the Premises and pay the Rent statea herein, and (f) neither Lessor, Lessor’s agents, (al the square footage of the any oral or written representations ar warranties with respect to said matters other than as set forth in this Lease. In addition, nor Brokers have made have made no representations. promise or warranties s concerning Lessee's ability to haner the Lessor acknowledges chat: (I) Seokers responsibility to invesngate the Financia! capability and/or suitability of all aroposed tenants, Lease or suitabil ity to occupy the Premises, and {il} tis Lessor’s sole 2.3 Lessee as Prior Owner/Occupant. The warranties made ‘by Lesser in Paragraph2 shall be of no force or effect if immediately prior to the Start Date Lessee was the gviner or occupant of tha Premises. In such event, Lessee shall be responsible for any necessary corrective work 2.8 Vehicle king. Lessee shall be entitled to use the number of Parking Spaces specified in Paragragh 1.2(b) on those portions of th Common Areas 1s aa 4 iN iNtrratS © 2019 AIR CRE. All Rights Reserved. Last Edited: 11/14/2019 11:48 AM MTG-24.31, Revised 06-10-2019 Page 2 of 18 DocuSign Envelope ID. 19DE7E80-1814-49C6-9196-271 1521E0A52 designated from timeto ame by Lessor for parking, Lessee shall nat use more parking spaces than said umber, Said oa king spaces shalle used for parting by vehicles no larger than fullsize oassanger automobiles of pick-up trucks, herein called ‘Permitted Stze Vehicles.” Lessor may regulate the loading and unloading of vehiclesby adopting Rules and Regulationsas provided in Paragraph 2. ‘No vehicles other than Permitted Size Vehictes maybe parked in the Cammon Area without the orior written permission of Lessor. In addition: fa) Lessee shall not permit ar allow any vehicles that belong to ar are controlled by Lessee or Lessee’s employees, suppliers, shippers, customers, contractors or invitees to be loaded, unloaded, ar parked in areas other than those designated by Lessor for such acuvines. (b) Lessee shall not service ar stare any vehicles in the Comman Areas. ( FLessee permits or allows any of the prot ited activities described in this Paragraph 2.6, then Lessor shall have the right, without notice, in addition to such other sights and remedies that it may have, co remove artow away the vehicle involved and charge the cast(0 Lessee, which cast shallbe immediately payable upon demand by Lessor. 2.7 Common Areas Definition. The term “Common Areas" is defined as all areas and facilities outside the Premises and within the the Project and Interior utility raceways and installations within the Unit that are provided and designated by the Lessor fram time to time forexterior boundary line of the general non-exclusive use of Lessor, Lessee and other tenantsof the Project and thair respective employees, supaliers, shippers, customers, contractors and invitees, including packing areas, loading and unio: areas, trash areas, roofs, roadways, walkways, driveways and landscaped areas, 2.8 Common Areas ~ Lessea's Rights. Lessor grants to Lessee, for the benefit of Lessee and its employees, suppliers, shippers, contractors, customers and es, during the term of this Lease, the non-exclusive nght to use, in common with others entitled to such use, the Camman Areas as they exist from time to time, subject ta any rights, pawers, and privileges reserved by Lessor under the terms hereof or under the terms of any rules and regulations or restrictions governing the use of the Project. Under no circumstances shall the right herein granted to use the Commen Areas be deemed to Include the right to store any aronerty, temporarily or permanently, in the Common Areas. Any such starage shall be permitted anly by the pnor written consent of Lessor or Lassor's designated agent, may be revaked at any time. In che event that any unauthorized storage shall accur, chen Lessor shall have the right, without natice, in addition to suchwhichatherconsent rights and remedies that it may have, to cemove the property and charge the cost fo Lessee, which cost shall be immediately payable upan demand by Lessor. 2.9 Comman Areas - Rules and Regulations. Lessor or such other persons) as Lessor may appoint shalt have the exclusive control and management of the Common Areas and shall have the right, fram time to time, to establish, madify, amend and enforce reasonable rules and regulatfons "Rules and Regulations’ } for the management, safety, care, and cleanliness of the grounds, che parking and unloadingof vehicles anc the preservation of good order, as well as far the convenience of ather occupants ar tenants af the Suiiding and the Project and heir invitees. Lassee agrees to abide by and conform to ail such Rules and Regulations, and shall vse its best efforts to cause its employees. suppliers, shippers, custarners, contractors and invitees ta so abide and conform. Lessor shail not be responsible to Lessee. for the non-compliance with said Rules and Regulations by athe; tenants of the Project. 2.10 Common Areas~ Changes. Lessor shall have the right Lessar's sole discretion, from time to time: {a) To make changes ta the Comman Areas, including, without limitation, changes in the lacation, size, shape and number of driveways, entrances, Parking spaces, oarking areas. loading and unloading areas, ingress, egress, direction of tral, landscaped areas, walkways and utility raceways; To dose tempararily any of the Common Areas for maintenance purpasessa long as reasonable access to the Premises remains available; fo) To designate other land outside the boundaries of the Project to be a part ofthe Common Areas: ts) To add additional buildings and improvements to the Common Areas; te} To use the Common Areas while engaged in making additonal improvements, repairs or alterationsto the Project, ar any portion thereof; and ( To daand perform such other acts and make such other changesin, to or with respect to the Cammon Areas and Project as Lessar may, in the exercise of sound business judgment, deem to be appropriate. 3. Term. 3.1 Term. The Commencement Date, Expiration Date and Original Term af this Lease are as spacified in Paragraph 1.3, 3.2. Early Possession. Any provision herein granting Lessee Early Possession af the Premises is subject to and conditioned upon the Premises being available for such possession priar to the Commencement Date. Any grant of Early Possession oniy conveys a non-exclusive right to occupy the Premises. if Lessee cotally or Sartially occupies the Premises prot to the Commencement Date, the obligation ta pay Yase Rent shall be abated for the periad of such Early Possession. All other terms of this Lease (including but not limited to the abligations to pay Lessee's Share of Common Area Operating Expenses, Real Property Taxes and insurance premiums and to maintain the Premises} shall be in effect during such period. Any such Early Possession shall not affect the Expiration Date, 3.3 Delay In Possession. Lessor agrees to use its best commercially reasonable efforts to deliver aossession of the Premises ta Date. {f, despite said efforts, Lessor is unable to deliver possession by such date, Lessor shall not be subject to any liability therefor, nor Lessee by the Commencement validity of this Lease or change the Expiration Date. Lessee shall not, however, be obligated to pay Rent or oerform its other abligations shall such failure affect the until Lessor delivers Dossession af the Premises and any period of rent abatement that Lessee wauld othe-wise have enjoyed shall run from the date of dalivery cantinue for a period equal ta what Lessee would otherwise have enjoyed under the terms hereaf, but minus any daysof delay caused by theof acts possession and ar omissions of Lessee. If possession isnot delivered within 60 days ater the Commencement Date, as the same may be extended under the termsaf Parnes, Lessee may, at its option,by naticein writing within 10days after the end of such 60 day periad, cancel this Lease, in which eventany theWork rttes Letter executed by shall be discharged from alt obliganons hereunder. if such wnitten notice is not received by Lessor within said 10 day period, Lessee's right to cancel shall terminate. if ossession of the Premises is notdelivered within 120 days after the Commencement Date, this Lease shall terminate unless ather agreements are reached between Lessor and Lessee, in writing. 34 Lessee Compliance. Lessor shail nat be required to tender possession of the Premises to Lessee until Lessee complies with its obligation ¢a provide evidence of insurance (Paragraph 8.5). Pending deliveryof such evidence, Lessee shall be required ta perform all of its obligations under this Lease Fram and afterthe Start Date, meluding the payment af Rent, nowwithstanding Lessor's election to withhold aassession pending receipt of such evidence of insurance. Further, if Lessee 's required to perform any other conditions prior to ar concurrent with the Start Date, the Start Date shall occur but Lessor may elect to withhold possession until such conditions are satisfied, 4. Rent. 4.1, Rene Qefined. All manetary obligations of Lesseeco Lessar under the terms of this Lease (except for the Security Deposit) are deemed to be rent ("Rent"). 42 Common Area Operating Expenses. Lessee shall pay ta Lessor during the term hereof,in addition to the Base Rent, Lessee’s Share (as specified in Paragrapn 1.6} of all Comman Area Operating Expenses,as Nereinafter aefined, durin 'g each calendar year of the term of this Lease, in accordance with the fallowing provisions: (a]__ The fallowing costs relating to the ownership and operationof the Project are defined as "Common Area Operating Expenses": ia Costs relating ta the operation, renair and maintenance, in neat, dean, good order and condition, but mat the replacement (see subparagraph {e}). of the following: Be =" me © 2019AIR CRE. All Rights Reserved. (ast Edited: 11/14/2019 11:48 AM MTG-24.31, Revised 06-10-2019 Page 3 of 18 DocuSign Envelope 10: 19DE7E80-1814-49C6-919E-2711521E0ASZ (aa) The Comman Areas and Common Area improvements, including parking areas, loading and unloading areas, trash areas, roadways, sarkways, walkways, driveways, landscaped areas, bumpers. irrigation systems, Common Area lighting facilities, fences and gates, elevators, roofs, exterior walls of tne buildings, building systems and roof drainage systems. (bb) Exterior signs and any tenant directories. (ce) Any fre sprinkler systems [dd) All other areas and impravements that are within the exterior boundaries af the ?raject but outside of the Premises and/or any other space occupied by a tenant. (ii) The cast of water, gas, electricity and telephone to service the Common Areas and any utilities not separately metered (iii) The cost of trash disposal, pest control services, property management, security services, owners’ association dues and fees, tne cast to repaint the exterior of any structures and the castaf any environmental inspections. (iv) Reserves set aside for maintenance and repair of Common Areas and Common Aree equipment. (vp Any increase above the Base Real Property Taxes (as defined in Paragraph 10) (vi) Any “Insurance Cost Increase" (as defined in °aragraph 8). (vil) Any deductible portion of an insured loss concerning the Building or the Comman Areas. (vill) Auditors’, accountants’ and attorneys’ fees and costs related to the operation, maintenance, air and replacement of the Proyect. (ix) The cost of any capital improvement to the Building or the Project nat covered under the provisions of Paragranh 2.3 provided; however, that \-2ssar shall allocate the cost of any such capital improvement aver 3 12 year periad and Lessee shall not be required to pay more than Lessee's Share of 1/144th of ‘the cost of such capital improvementin any given month. Lessee shail pay Intereston the unamartized balance but may prepay its obligation at any time ix The cost of any ather services to be provided by Lessor that are stated elsewhere in this Leaseto be a Common Area Operating Expens (b) Any Common Area Operating Expenses and Real Property Taxes that are specifically attributable to the Unit, the Building or to any other build in the Project of to the operation, repair and maintenance thereof, shall be allacated entirely to such Unit, Building, or other building. However, any Common Area Operating Expenses and Real Property Taxes that are not specifically attributable ‘a the Building orto any other building or to the operation, repair and maintenance thereof, shall be equitably allacated by Lessor to all bui igsin the Project. The inclusion of the improvements, facil ies and services set forth in Subparagraph 6.2(a) shall natbe deemed to impase an obligation upor: Lessar to either have said improvements or facilities ar to provide those services unless the Project already has the same, Lessor already provides tne services, or Lessor has agreed elsewhere in this Lease to provide the same or some of them. (a) Lessea's Share of Common Area Operating Expenses is payable monthly on the same day as the Base Rent is due hereunder. The amount of such Payments shall be based on Lessor’s estimate of the annual Common Area Operating Expenses. Within 60 days after written requast (aut not more than ance each ‘year) Lessor shall deliver to Lessee a reasonably detaiied statement showing Lessee's Share of the actual Cammon Area Operating Expenses for the preceding year. If Lessee’s payments during such year exceed Lessee's Share, Lessor shall credit the amount of such aver-payment against Lessee's Future payments. IFLessee's payments during such year were less than Lessae's Share, Lessee shall pay ta Lessar the amount of the deficiency within 10 days after delivery by Lessor ta Lessee af the statement. (e) Common Area Operating Expenses shall not include the cost of raplacing equipmentar capital companents such as the roof, foundations, exterior walls or Common Area capital improvements, such as the parking lat paving, elevators, fences that have a useful life For accounting purpases of S yearsor mare. n Common Area Operating Exaenses shall not inciude any expenses paid by any tenant directly to third parties, or as to which Lessoris atherwise reimbursed by any third party, other tenant, orinsurance proceeds. 4.3. Payment. Lessee shall cause payment of Rent to be received by Lessor in lawful money of the United States, without affser ar deduction {except as specifically aermitted in this Lease}, on ar before the day on which itis due, Ali monetary amounts shall be rounded to the nearescwhole dollar. in the event that sny statement or invoice prepared by Lessor is inaccurate such inaccuracy shall not constitute a waiver and Lessee shall be obligated to pay the amaunt set forth in this, Lease. Rent for any periad during the term hereof which is for iess than one full calendar month shall be prorated based upan the actual aumber of days of said month. Payment of Rent shall be madeto Lassor at its address stated herein or to such ather persons ar piace as Lessor may from time to time designate in writing Acceptanceof a payment which|sless than the amount then due shall not be a waiver of Lessor's rights to the balance of such Rent, regardless af Lessar's endorsement of any check sa stating. In the event that any check, draft, or other instrument of payment given by Lessee to Lestor is dishonored for any reason, Lessee agrees to pay to Lessor the sum of $25 in addition ta any Late Charge and Lessor, at its option, may require all future Rent be paid by cashier's check. Payments will be applied first to accrued late charges and attorney's fees, second to accrued interest, then to Base Rent and Common Area Operating Expenses, and any remaining amount ta any other outstanding charges or costs. 5. Security Qeposit. Lessee shail deposit with Lessorupon execution hereof the Security Depositas security for Lessee's falthful performance af its obligations under this Lease. If Lessee fails to pay Re