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1 Spencer Fane LLP
Ginger Sotelo (State Bar No. 210429)
2 Gsotelo@spencerfane.com
225 West Santa Clara Street
3 Suite 1500
San Jose, California 95113
4 Telephone: 408.286.5100
Facsimile: 408.286.5722
5
6 Attorney for Plaintiff CARSON CITY CENTER
RETAIL LLC
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8 SUPERIOR COURT OF THE STATE OF CALIFORNIA
9 COUNTY OF LOS ANGELES
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11 CARSON CITY CENTER RETAIL LLC, Case No.
12 Plaintiff, UNLIMITED JURISDICTION
13 v. COMPLAINT FOR UNLAWFUL
DETAINER
14 LUNTIDIK GREEN DOOR INVESTMENT,
INC., aka LUNTIDIK INVESTMENT, INC.,
15 and DOES 1 through 20, inclusive,
16 Defendant.
17
18 Comes now, Plaintiff CARSON CITY CENTER RETAIL LLC (hereafter "Plaintiff'),
19 and alleges as follows:
20 1. Plaintiff is a California limited liability company authorized to do business in
21 California and is the owner of the real property located at 714 E. Carson Street, Suite 101B,
22 Carson, California 90745 (hereafter "Premises").
23 2. Plaintiff is informed and believe and thereon alleges that Defendant LUNTIDIK
24 GREEN DOOR INVESMENT, INC., aka LUNTIDIK INVESTMENT, INC. ("Defendant") is a
25 California corporation, authorized to do business in and doing business in Los Angeles County.
26 3. Plaintiff does not know the true names or capacities, whether individual, corporate,
27 associate, or otherwise of Defendants sued herein as DOES 1 through 20, inclusive. Plaintiff sues
28 said Defendants by such fictitious names and prays leave to amend this Complaint when the true
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COMPLAINT UNLAWFUL DETAINER
1 names and capacities of said Defendants have been ascertained. Plaintiff is informed and believes
2 and thereon alleges that said Defendant conducted, participated in, or are responsible for the acts
3 set forth herein, and Plaintiff is further informed and believes and thereon alleges that some or all
4 of the said DOE Defendants are in combination, agency, or joint venture relationships with the
5 named Defendants.
6 4. Plaintiff is informed and believes and thereon alleges that at all times herein
7 mentioned, each Defendant was the agent, servant, joint venturer, partner, and/or employee of
8 each and every one of the other Defendants, and was acting within the course and scope of his
9 authority, and each Defendant ratified, authorized, and approved of the acts of each other
10 Defendant. Any acts or omissions attributed herein to a corporation or other business entity were
11 authorized acts, performed by an authorized representative of said entity, acting within the course
12 and scope of his agency or authority, and were ratified by reasonable representatives of the entity.
13 5. This Court has jurisdiction over this unlawful detainer proceeding because this
14 action is to recover possession of real property located within the County of Los Angeles.
15 6. Defendant is currently in possession of the Premises.
16 7. On or about April 14, 2014, Plaintiff' and Defendant entered into a written lease
17 agreement whereby Defendant agreed to lease the Premises for an initial ten-year term (the
18 "Lease"). A true and correct copy of the Lease and amendments thereto are attached as Exhibit
19 A and are incorporated herein.
20 8. Under the terms and conditions of the Lease, Defendant agreed to undertake
21 obligations including, but not limited to, the payment of monthly installments of rent, and agreed
22 to pay additional rent charges as provided by the terms of the Lease.
23 9. As of April 3, 2024, Defendant was in material breach of the Lease by failing and
24 refusing to pay rents and additional rents as agreed in the Lease, in the amount of $89,084.50, for
25 the months of July 2023 through April 2024.
26 10. On April 3, 2024, a Notice to Pay Rent or Surrender Possession of Real Property
27 (the "Notice") was served on Defendant by posting, U.S. mail and certified mail. A copy of the
28 Notice, along with a copy of the proofs of service, are attached hereto as Exhibit B and are
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COMPLAINT UNLAWFUL DETAINER
1 incorporated herein.
2 11. The Notice required Defendant to pay the specified rental arrears in full within
3 three business (3) days of service of the Notice or to deliver up possession of the Premises to
4 Plaintiff.
5 12. As a result of Defendant's failure to pay, in full, within three (3) business days as
6 specified in the Notice and also by reason of said Defendant's continued breach of the Lease for
7 more than a reasonable period of time, Plaintiff has the right to reenter and take immediate
8 possession of the Premises and declare the terms of the Lease ended as provided in the Lease.
9 13. By reason of the foregoing, Plaintiff is entitled to and prays for immediate
10 possession of the Premises.
11 14. The foregoing breach is continuing, the total amount of Plaintiff's damages cannot
12 presently be ascertained. The fair rental value of the Premises is no less than $8,908.45 per
13 month. This reasonable rental value equals a minimum of $296.95 per day. Plaintiff prays for
14 damages in at least such amount for the time that Defendant remains in possession of the
15 Premises and rent remains unpaid after April 30, 2024, subject to proof.
16 15. Plaintiff has performed all conditions of the Lease and is not in default in any
17 aspect under the Lease.
18 16. By reason of the foregoing breaches, Plaintiff has incurred damages and costs in
19 order to enforce its rights under the Lease, and to take the Premises for which Plaintiff hereby
20 seeks recovery from Defendant in an amount which presently cannot be ascertained, and for
21 which Plaintiff seeks leave to amend this Complaint when the same has been more fully
22 ascertained.
23 17. In the event that Defendant delivers possession of the Premises to Plaintiff prior to
24 trial or if there is no trial before judgment is entered herein, Plaintiff prays leave to amend the
25 Complaint for breach of the above-referenced Lease including damages unavailable in this
26 proceeding, and for the damages set forth below.
27 18. Paragraph 31 of the Lease provides that in the event an action is brought to enforce
28 or interpret the provisions hereof, the prevailing party shall be entitled to reasonable attorney's
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COMPLAINT UNLAWFUL DETAINER
1 fees and expenses. Should Plaintiff prevail in this action, Plaintiff is entitled to and should be
2 awarded its costs, expenses and attorneys' fees incurred relating to this proceeding.
3 WHEREFORE, Plaintiff CARSON CITY CENTER RETAIL LLC, prays for judgment
4 against Defendant LUNTIDIK GREEN DOOR INVESTMENT, INC., aka LUNTIDIK
5 INVESTMENT, INC., and Does 1 through 20, and each of them, as follows:
6 1. For restitution of the Premises;
7 2. For damages for unpaid rent and additional rent of no less than $89,084.500, plus
8 daily damages of $296.95 per day from May 1, 2024, to the date that possession of
9 the Premises is returned to Plaintiff;
10 3. For a declaration that the Lease is terminated and forfeited as of the date of the
11 Notice;
12 4. For reasonable attorneys' fees and costs incurred by Plaintiff according to proof;
13 5. For costs of suit herein; and,
14 6. For such other and further relief as this Court may deem just and proper.
15 Dated: April , 2024 SPENCER FANE LLP
16
17 By:
G nge
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Attorneys for Plaintiff
19 CARSON CITY CENTER RETAIL LLC
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SPENCER FANE LLP
ATTORNEYS AT LAW
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SANJOSE
COMPLAINT UNLAWFUL DETAINER
1 VERIFICATION
1, the undersigned, certify and declare that I have read the foregoing Complaint for
3 Unlawful Detainer and know its contents.
4 I am an authorized agent of Plaintiff. In this capacity I am personally familiar with the
5 leasing operations of the premises, the subject lease, and rents paid and due. The matters stated in
6 the document described above are true of my own knowledge and belief except as to those matters
7 stated on information and belief, and to those matters, I believe them to be true.
8 I have read the above and declare under penalty of perjury under the laws of the States of
9 California that the foregoing is true and correct.
10 Executed this 3' r day of April. 2024, at Los Angeles, California.
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Kathy Mont
1.3
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COMPLAINT UNLAWFUL Dp by\lyli.
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EXHIBIT A
rAIR
AIR COMMERCIAL REAL ESTATE ASSOCIATION
STANDARD MULTI-TENANT SHOPPING CENTER LEASE - NET
1. Bask Provisions ("Beata Provisions").
11 Parties: This Lease (lease), dated for reference purposes only April 14 , 2014 . is
mode by and between Carson City Center Retail LLC, California Limited Liability Company
("Lemon
and Luntidik Investment Inc.
rietniseee
(colectively the "Parties", or Individually a 'Piety".
12 Premises: That certain portion of the Shelving Center (as defined below), induteng ea improvements therein or to be provided by
Lessor under the terms of this Lease. commonly exam by the street addrisse of 714 B. Carson Street, Suite 1018
located in the City of Carson , County of Los Ancieleo . State
of California , with ek code 90745 , as outlined on Exhibit A attached hereto
ePrentless") and generally described as (describe briefly the nature of the Premises): Approximately 2,400 rentable square
feet of retail space in a mixed-use development.
in addition to Lessee's rues to use and occupy the Premises as hereinafter specified, Lessee shell have nonexclusive rights to the Common Areas
(as dented In Paragraph 2.7 below) as hereinafter specified, but s ali not have any rights to the roof. OkinflOr wails or utely raceways of the bueding
containing the Premises ('Building') or to arty other buildings in the Shopping Center. The Premises end the Deeding are skirted within the Shopping
Center known es The Shops at Carson City Center The Premises, the Building,
the Common Areas and all other buildings and improvements within said Shopping Center. together with the lend upon which they ere located. are
herein collectively reamed to as the -Shopping Center.' (See also Paragraph 2)
1.3 Term: ten (10 ) years and zero (0) menthe ("Original Term')
commencing on the Commencement Date (as defined in Addendum Paragraph 53) ("Comernoereent trial and
ending subject to Lessee's options to extend, on the Expiration Date (as defined in Addendum
Paragraph 53)
eEmistraeon Date). (See also Paragraph 3)
1.4 Early Possession: If the Premises are smelter Lessee may have nonoxdudve possession of the Premises commencing
upon the delivery date ("Early Possession Bats'). (See also Paragraphs 3.2 arid 3.3)
1,5 Base Rent $5, 640 per month ('Base Rent"), payable on the first ( let)
day of each month commencing on the Commencement Date
. (See ales Paragraph 4)
Ei6 Nth's box le checked, there am provisions in the Leese for the Base Rent to be adjusted. See Paragraph 51
and Peroetaie I Melee
1.7 Lessee's Seem of Common Area Overtire Expenses: Ten percent (1rr%)
(iereries Stare'). In the event that that she of the Premises ander the Shopping Center are modeled during the term of this Lease, Lessor shall
recalculate Lessee's Share to reflect such modiScation.
1.8
1.9 Base Rent and Other Monism Paid Upon Execution:
(a) Base Rant $5, 640.00 forte period First (let) month of Lease Term.
(b) Commie Area Opereirig Expenses: $1,560.00 for the period described in 1 .9(a)
(c) Security Ilaposit $ 7, 200 .00 ('Security Deposit). (See also Paragraph 5)
(d) Mee:hare' Amocietion Dues: $ for the period
(e) Other: $ for
(0 Total Due Upon Execution of the Leese: $14 y 40 0.0 0
1.10 Agreed Use: A coffee and espresso bar for purposes of selling coffee, espresso,
pastries and other related fare. (See also Paraeraph 8)
1.11 'lofted Tract* Name: Intelligentsia powered b and Partner with
Intelligentsia (See also Paragraph 6)
1.12 Insuring Party. Lessor is the insuring Party. (See also Pa ( Fia 4
1.13 Real Estate Brokers: (See also Paragraph 15 and 25)
(a) Representation: The terming real estate brokers (the 'Brokers') and brokerage relationships exist ki this tranesclice
(check apple:able boxes):
❑ represents Lessor exclusively (tessera Broker");
represents Lessee exclusively ('Lessee's Broker'y, or
6.5 Fogel Real Estate
represents both Lessor and Lessee ("Dual Meaner).
(b) Payment to Brokers: Upon execution and delivery of this Lease by both Parties, Le on Mal pay to the Brokers for the
brokerage services rendered by the Brokers the fee agreed to kt the Musched separate mitten agreement or If no such agreement is attached, the sum
of or % of the total Base Rent payable for the Original Term, the sum of or of the
tote; Base Rant payable Mein any Period of time that the Lessee occupies ttr Premises subsequent to the Original Term, ender the
sum of or % of the purchase price In the event that the Lessee or anyone affiliated with Lessee acquires from
Lessor soy rights to the Premises.
1.14 Gurenter. The obegations of ess Lessee LaMar this Lease are to be guaranteed by Ewan• Yoon
as individuals retralorder). (See MSG POraMch 37)
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INITIALS iN
02003 • MR COMMERCIAL REM ESTATE ASSOCIATION FORM SCLN-Sete12E
1.15 Attachments. Attached hereto are the foliating, aft of ankh constitute a part of this Lease*
El an addendum °Odelsting of Paragraphs 53 through 62
El a sae plan marked Exhibit A , depicting the Promisee;
El a eke plan marked Exhibit B , depicting the Shopping Center:
El a current set of Rules and Regulations for the Shopping Center,
ra a currant set of the Sir Criteria to the Shopping Center:
Ea a work letter:
El other (specify): Rental Adjustments, Options to Extend Lease, Guaranty of Lease,
Addendum to Lease
2. Premises.
2.1 teethe. Lessor hereby leases to Lessee, and Lessee hereby leases from Lessor, the Premises, for the term, at the rental. and
upon a>t of the terms, covenants and conditions set forth in this Lerma. While the approximate square footage of die Premises may have been used in
the marketing of the Premises for purposes of comparison, the Base Rent stated herein Is NOT bed to square footage end is not subject to adfuerment
should the actual size be determined to be different NOTE: Lessee is advised to verify the actual sire prior to executing this Leese.
22 Condition. Lessor shat delver the Premises to Lessee broom dean and free of debris with the demising wails complete on the
Commerronnent Date or the Early Paiarneeliee-etateeretaitheree-eratCeases Deavery Date ('Start Data'). and, so keg as the required service cot:traces
described In Paragraph 7.1(b) bawl are obtained by Lessee and in effect within 3E) days Mowing eve Start Date, warm= that the existing dectercal,
plumbing, nee veneer, righting, healing, ventilating and sit =Monne systems ('HVAC'), batting drone if any, and all other such elements in the
Premises, other then those constructed by Lessee, shall be in good operedng condeon on said date and that the shucked elements of the nee
bereft wags and Mendelian of the Premises shall be free of material defects, and that the Prorates do not contain hazardous levels of any mdd
or fungi defined as talc under applicable state or federal law. If a non-complanoe whir such warranty exists as of the Stmt Date, or If one of
such trysts= or elements should malfunction or fat within the *mediate warranty period, Lessor shalt as Lessor's tole obleadon with reseed to
such matter, except as otherwise provided in this Leese, promptly after receipt of written notice from Lessee seeing forth with specificity the Wan end
extent of such non-COMprianee, malfunction or l ire, rectify same at Lessors expense. The warranty periods shall be as follows: (i) a months as to the
HVAC systems, end (I) 30 days as to the remaining systems and other elements of the Premises. If Lessee does not give Lessor the required
notice within the appropriate warranty period, correction of erre cud' noncompliance, restiunction or failure shall be the obligation of Lessee at
Lessee's sole cost and expense (except ire the repairs to the rye weeder systems, roof, foundations, andfor bowing wale).
2.3 Compeers:a. Lessor warrants that to the best of is knowledge the Improvements on the Premises and the Common Areas comply
with the budding codes that were In affect at the erne that each such improvement, or portion thereof, was Cenetructed, and also with MI applicable laws,
covenants or restrictions of taxed, regulations, and °renames Ti effect on the Start Data ("Applicable Requirements". Said warranty does not apply
to the use to which Lessee will put the Premises, modifications whidt may be required by the Americans with Disable= Act or any sneer sews as a
read of lessee's use (see Paragraph 50), or to any Alterations or Utity instetations (as deened in Paragraph 7.3(a)) =de or to be made by Lessee.
NOTE: Lessee is responsible for determining whether or not the Appliceble Requirements, end especially the zoning, are appropriate for
Lessetts =ended use, and acknowledges that post uses of the Premises may ire longer be allowed. if the Premises do not comply with said
warranty, Lessor shell, except as otherwise provided, promptly after receipt of written notice from Lessee selling forth with spetelkety the nature and
extent of such non-complance, recdfy the same at Lessor's expense. If Lessee does not give Lena- written notice of a noncompliance with tits
warranty vet= 5 months following the Start Date, correction of that non-compliance shall be the °begat= of Lessee at Lessee's sole coat end
expense. tf the Applicable Requiremans are hereafter changed so as to require during the term of this Lease the construction of en ackfieon to or an
alteration of the Frame= andior Bolding, the remedation of any Hazardous Stesednos, or the reinforcement or other physical modification of the
Premises andior Building ('CapitalExpenditure", Lessor and Loewe Mee Wocate the cost of weft work as follows:
(e) Suited to Penetrate, 2.3(c) below, If such Capital Expenditures are need= as a result of the spedfic and urique use of
the Premises by Lessee as compared with uses by tenants In wend, Lessee shell be fully reeponsible for the oast thegeof, embed, however that if
such Capted Expert:Awe to required during the test 2 years of this Lease end the cost thereof exceeds 6 months' Base Rent, Lessee may Instead
terminate this Leese unless Lessor noires Lessee, in witting, within 10 days after receipt of Lessee's termination notice that Lessor has elected to
pay the difference between the ache( cost thereof and the amount equal b 6 months' Base Rent. If Lessee elects termination. Lessee shall
irarnatfistely deliver for Lessor written notice specifying a termination
date at lariat 90 days thereafier. Such termination data shall, however, in no event be reedier than the last day that Lessee could legally utilize the
Premises without commencing such Capital Expenditure.
(b) if such Capital Expenditure le not the result of the *paretic and unique use of the Premises by Lessee (such as.
governmentally mandated seismic modifications), then Lessor thee pay for such Capital Expenditure and Lessee shall onty be obligated to pay,
each month during the remainder of the term of this Lease or any exesnalcc theeeof, on the date trot term which the Bale Rant is due, an amount
equal to 11144th of the portion of such costs reasonably attributable to the Premises. Lessee shad pay interest on the balance but may prepay its
obligation at any time. IL however, such Capital Expender* u required during the last 2 years of this Lease or If Lessor reasonably determines tete is
not economically fewer% to pay its share thereof, Lower shall have the option to terminate this Lease upon 90 days prior mitten notice to Lessee unises
Lessee notifies Lessor. In writing, within 10 days after receipt of Lassoes termination notice that Lessee we pay for such Capital Expenditure. If Lessor
does not =et to terminate. arid fele to tender its share of any such Capital Expenditure. Lessee may advance such beds are deduct same, with
interest. born Rent arts Lessees share of such wets have been rutty paid. If Lessee Is unable to *WACO Lessors share, or if the balance of the Rent
due and payable for the remainder of this Lease is not sufficient to fully reimburse Lessee on an offset basis, Lessee shall have the right to
terminate this Leese upon 30 days written notice to Lessor.
(0) Nodettustameng the above, the provisions concerning Capital Expenditures are intended to apply only to norevoluntary,
unexpected, and new Applicable Requirements. If the Capital Expenditures ere instead triggered try Lessee as a result of an actual or proposed
change in use, change in intensity of use, or =decagon to the Premises then, and In that event, Lessee shat either: (ft immediately Cease
such changed use Cr ntenetty of use antler bike such other steps as may be necessary In elkninate the toque:event for such Caplet Expenditure,
or (i) Gemplete with Capital Ex penceture at its own expense. Lessee seal not have arty right to terminate this Leese.
2.4 Acknowiedgements. Lessee acknowledges that (a) kids been given an cpportunily to inspect and measure the Premises, (b) it
has been advised by Lessor anted Brokers to satisfy Itself with respect to the size and condition of the Promisee (Including but not limited to the
electrical, HVAC and ere wrinkles systems, security, environmental aped*. and Compliance with Agreeable Requirements and the Americans with
DIsertaiges Act), end their stilted* for Lessee's intended use, (c) Lessee has made such Investigation as it deems necessary with reference to
such matters and assumes ail responsibility therefor as the sante reties to its occupancy of the Premises, (d) it is not relying on any representation as
to the size of the Premiees made by Brokers or Lessor. (e) the square footage of the Premises was not material to Lessee's decision to lease the
Premises and pay the Rent stated herein, and (1) nether Lessee Lessors agents, not Brokers have made any oral or widen representations or
warranties with respect to said matters other than as set forth et thts Leese. in addition, Lessor acknowledges that (I) Brokers have made no
representations, premises or warrantee concerning Lessee's ability to honor the Lease or euttability to occupy the Premises, end (II) It is Lessor's
sole responsibility to investigate the financial capability andlcesultabillet of all proposed tmints•
2.5 Lessee as Prior OwnerfOccupant. The warranties made by Lessor in Paragraph 2 Walt be of no force or effect If inmediately
prior to the Start Date Lessee was the vend or occupant of the Pledgees. In such event, Lessee shall be responsible for any necessary corrective
work.
2.6 Vehicle Paredes'. Lessee shall not use and ghee not permit Its employees to use any parting spaces kr the ShOPPille Center
except for perking try vehicles that we no larger then full-Siza manger sue:mopese et pideup trucks, heteln called 'Pereetted Size Vehicles.'
Lessee shall permit its employees to only occupy those perking emcee, if any, as depicted as employee pairing spaces on the Strew4% Center
site plan. Lessor may regulate the leading and unloading of vehicles by *Joplin; Rules end Regulations as presided In Paragraph 2.9. No vehicles
other than Permitted Seto Vehicles may be perked in the Common Area without the prior written permission of Lessor. kr addition:
(e) Lessee Wail not permit or meow any vehicles that belong to or we cote:reed by Lomas or Lessee's employees,
suppliers, steppers, contractors or invitees to be rowed, unleaded, or parked ki areas other than thoee designated by Leaser for such adivitles.
(b) Lessee shall not service or store airy vehicles kr the Common Areas.
(c) If Lessee permits or Worm any of the prohibited &dieters deserbed kr this Paragraph 2.8, then Lessor that have the
right, without notice, in addition to such other tights and remedies that It may have, to remove or tow away the vehicle involved and charge the cost to
Lessee. which cos shall be Immediately payable goat demand try Lessor.
2.7 Common has - Definition. The term 'Common Amiss' is defined as all areas and factelles outside the within
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0200E • AIR COMMERCIAL REM. ESTATE ASSOCIATION FORM SCLR-99112E
exterior boundary *loathe Slopemit Center and Interior utlaty raceways and emanations within the Premises that are provided and desemated by the
Lessor from time to time for the general non-exclusive use of Lessor, Lessee and other tenants of gie stewing Center and their respective employees,
am:peers, shippers, rastOrners, contractors and invitees. Including parking areas. loading and unloading arse, trash asses„ ireedeeys, wanton:lye,
driveways and landscaped arses.
2.8 Common Areas - Lessee's Rights Lessor grants to Lessee, for the benefit of Lessee and Its ernpioyeee, auppliers, sappers
contractors, customers and Invitees. Metro the term of this Lease. the ron-exchtetve right to use. In common with others entitled to such use, the
Common Areas as they exist from time to time, subject to any rights, powers, and privileges reserved by Lessor under the terms hereof or under the
terms of any ruin and regulations or restrictions governing the use of the Shopping Center. Under no circtenstances shell ire eight herein granted to
use the Common Areas be deemed to include the right to store any property, 'amorally er permanently, in the Common Areas, nor the right to display
merchandise or conduct sales in the Common Ames_ Any such storage, display or sales slaty be permitted only by the prior written consent of Lessor
or Lessors deeigneted agent, as exercised in Lessor's sole discretion, which consent may be revolted at any erne. in the event that any unauthorized
storage or displays shalt occur then Lessor shell have the Fleet without notice, in addition to such othee rights and remedies that h may have, to remove
the property and charge the cost to Lessee, which coat shall be immodest* payable upon demand by Lessor.
2.9 Common Areas • Rules end Regulations. Lessor or such other pereen(s) as Lessor may appoint strati have the exclusive control
and management of the, Common Areas and shall rove the right, torn time to time, to establish, modify, amend and enforce reasonabie rules and
regulations Malin and Regulationalfor the management, safety. care, and dear:amen of the mewls, the perking and unloading of vehicles end the
preservation of good melee as wed as for the textranleme of other oompenth or tenants of the ling end the Shopping Conte; and their invitees.
Lessee agrees to abide by end conform to all such Rules and Regulations, and shell use its best efforts to causes its employees, suppliers, steppers,
customers, contractors and invitees to so abide and conform. Lessor shalt net be responsible to Lessee for the non-complimwe with Bald Rules and
Regulations by other tenants of the Shopping Center.
2.10 Common Areas - Changes. Loma Mail have the right, In Lessor's sole ascreden, from time to time:
(a) To make changes or additions be the Common Areas, inducting, without Stnhaeon. Maness in the bxaticn, size, shape
and number of driveways, entrances, parking spaces, parking areas, loading and unloading areas, agrees, epos, direction of trek, aerations,
landscaped areas, *mem walkways and utility raceways;
(b) To use and close temps:on* any of the Common Ames far the purpose of maintaining, repairing and taming the
Shopping Center, so long as reasonable access to the Premises remains available, end to dose temporarily any of the Common Areas to whabwer
extent is required in the minion of Lessor's munsef to prevent a dedication of or the acened of any rights of any persons or of the public to any at the
Common Areas;
(c) To designate other land outside the boundaries of the Stropping Center to be at the Common Press or Is be
entitled to use the Common Areas one reciprocal bash;
(d) To add additional buildings end improvements to the Common Mess; and
(a) To do and perform curb other acts and make such other changes in, to or with respect to the Common Areas and
Shopping Center as Lessor may, n Me exercise of sound business judgment, deem to be seeroerialle
2.11 Common Antes • Promotional Events; Sidewalk Sam. Lessor reserves the right, from Erne to time, In Lenses mkt discretion.
to utilize portions of the Cannon Areas for promotional events, wheel may Include but shall not be limited to ardertsinmont Lessor further reserves the
right. In Lessor's sole as:ration, to permit any one or more tenants of the Shopping Center to conduct the display seethe sale of merchsolse from the
stamen:Pm Immediately adjacent to such tenants' respective premises.
2.12 Common Areas - Remodeling- At any lime durine the Term, Lessor may remodel or expand, in any manner. the exitrang
slopping Center, *Non work may include, vdthout limitation, the addition of Mope and/or new buildings to the Shopping Center (correctively,
'Remodeled Centre). If Lessor deems It necessary for construction personnel to enter the Promisee in order to construct the Remodeled Center,
Lasser shad give Lessee no less than 60 days prior notice and Lessee shalt elm such entry. Lessor shad use reasonable efforts to complete arty work
affecting the Premises in an efficient manner so es not le Interfere unreasonably with Lessee's business. Lessee Mae not be entitled le wry damages
for any inconvenience or any astute's:in to Lessee's business caused by auch vtorie provided, however, the Base Ram paid by lessee for the Period of
the Inconvenience shall be abated in proportion to the degree that Lessee's use of the Premises Is Impaired. Lessor soh have the right to use portions
of the Premises to accommodate any structures required for the Remodeled Carte, provided that if as a result thereof there is a permanent decrease
in the floor area of the Premises of 3% or more, Mere Mail be a proportionate downward acquainted of Base Rent and Lessee's Share.
3. Tenn.
3.1 Term. The Commencesnent Date, Expiration Date end Original Term of Ns Lease are as specified In Paragraph 1.3.
3.2 Early Poseession. Any provision herein granting Lessee Betty Possession of the Premises is subject to and conditioned upon the
Premises being available for such possession prior to the Commencement Date. Any grant of Early Possession only conveys a non-exclusive debt to
occupy the Premises. If an Early Possession Date tots been emceed in Paragraph 1.4, the Parties intend that Lessee sheet have acmes to the
Premises as of the Early Possession Date for purposes of preparIng and fixtudzina the Premises for the conduct of Lessee's business. If lessee totally
or partially occupies the Premises prior to the Commencement Date for any mason (and for purposes hereof, 'occupancy' shall inelude, without
amnation, Lessee's entry onto the Prerniees for purpcoes of preparing end fbrturieng the Prerniees for business), the obileaton to pay Base Rent End
Percentage Rant shall be abated for the period of such early possession. At other tents of this Lease (including but not Wind to Lessee's obligations
to toy insurence and to maintain the Premises) shall be in effect during such peeped. except that Lessee's obligation to pay Lessee's Share of
Commen Area Operating Expenses, Real Pa,,,mty Taxes and Insurance premiums shall only be in shed prior to the Commencement Date If Lessee
has opened for business Sr the Premises prior to the Commencement Date. My such Early Possession shall net affect the Expeadon Date.
3.3 Delay In Possession. Lesser agrees to use its best commerciety ressonabie efforts to delver possession of the Menthes to
Lessee by the Commencement Date. If, despite said efforts, Lessor Is unable to deliver possession by such date, Lessor shat not be subject to wry
heat/ therefor, nor shall such bathe effect the variety of ids Lease or change the Expiration Date. Lessee shall not, however, be °bawled to pay Rent
or pericem ids other obligations until Lessor delivers possession of the Promisee and any period of rent abatement that Lessee would otherwise have
enjoyed shalt run Roan the dale of delivery of possession and continue for a period equal to what Lessee would otherwise have enjoyed under the terms
hereof, but minus any days of daisy caused by the acts or omissions of Lessee. If possession is not delivered within 80 days alter the COMMeneernern
Date, es the same may be extended under the terms of any Weft Leiter executed by Parties, Lessee may, at Its option, by notice In writing warm 10
days after the end of such 60 day petted, cancel this Leese, in which event the Patties shall be di:charged (reel se obligations hereunder. If such
',mitten notice is not received by Lessor Within said 10 day paled. Lessee's rightist:anon! shall terminate. If possession of the Premises is not
cleave-ad within 120 days alter the Commencement Date, this Leese shell terminate unities other agreements are reached between Lesser end Lessee,
In vatting.
3.4 Lessee Compliance. Lessor shall not be required to tender possession of the Premises to Lessee until Lessee complies with Its
obligation to provide evidence of Insurance (Paragraph 8.8), Pending delivery of such evidence, Lessee shell be required to perform ell of Its
°bagatelle under this Leese from and after the Start Date. reading the payment of Rent, neeMthstanterm Lends election to wahhokl possession
pending receipt of such evidence of katurenee. Further, If Lessee is required to perform any °thee condkions prior to or concurrent with the Start Date,
the Start Date shall occur but Lessor may elect to withhold possession untli such =aeons are satisfied.
4. Rent
4.1 Rent Defined. AA monetary obligations of Lessee to Loam under the terms of this Leese (except for the Security Deposit) are
deemed to be rent Mantel.
42 Common Area Operating Exposes_ Lessee shall pay to Lessor during the toms hereof, in addition to the Base Rent and, if
applicable, Percentage Rent, Lessee's Share (as specified in Paragraph 1.7) of all Common Area Operating Expenses, as harelnafte darned, during
each calendar year of the term of this Lease. In accordance win the following provisions:
(a) 'Common Area Operating Expenses" ere defined, for papaws of this Lease, welt costs Incurred by Lesser Wain to
lire amen* and operation of the Shopping Center, Ocarina. but not arcked to, the **owe*:
(I) The operation, repair and maintenance, in neat dean, mood osier and venation. end eeplacernent as
reasonably necessary, ti the Mowing:
(as) The Common Areas and Common Are. Improvements, including perking areas, loading and
unloading areas, trash areas, roadways. parkways. walsways driveways, landscaped areas, parting tat striping, bumpers, Irrigation systems, Common
Area lighting facedies, ferrate and gates, elevators, roofs, exterior walls of the buildings, Nikko systems and roof drainage eyeteeth.
(bb) Exterior signs and any tenant directories.
(cc) Any fire detection snare sprinkler systems.
(dd) Common electricst, plumbing and other Wages servicing any building in the Shopping Center andlot
the Carmen Areas.
fee) All other areas and improvements that are Wein the exterior boundaries of the Project but outside of
the Premises and/or any other space occupied by a tenant
(D) The cost of water, gee electricity and telephone to service the Common Areas and any utilities
INMALS PAGE 3 OF 15 INITIALS
O2083 - AIR COLVAERMAL REAL ESTATE ASSOCIATION PORN SCI.Ji-S-11/12E
Teetered.
The coat of trash dieposid, pest control services, property management (erduding, the not bo kneed to, a
smutty services, and the costs of any enveconentei
Inspections.
(Iv) Reserves set elide for equipment, m emu. repair end replacement of Common Areas.
(v) Real Property Taxes (as *Mae In Paragraph 10).
(vi) The cast of the premiums for the insurance maintained by Lessor pursuant to Paragraph 8.
(vii) Any deckled* portion of an insured loss concerning the Belding or the Common Areas.
(wit) Amebae, accountants' and attorneys' fees and costs related to the operation of the Shopping Center.
The cost of any meld Improvement to the Building or the Shopping Center not covered under the provisions of
Paragraph provided, however, that Lessor shalt Menthe the cost of any such capital Improvement over a 12 year period and twee° shall not be
required pay
to mom than Lessee's Share of 11144th of the cost of such capital latecomer:int in any given month.
(s) The coat of any other services to be provided by Lessor that are stated ethewhere it thin Lease In be a
Common Area Operating Expense.
(b) If Lessor determine* that the method of proration of any item included within Common Area Operating Expenses is
inequitable, Lessor may prorate such item on the basis of usage or other equitable considerations. Any Common Area Operating Expenses and Real
Property Taxes that we medically attributatle to the Premises, the Building or to any other premises or building In the Slerepinu Center or to the
opereem, repair and maintenance thereof shell be allocated entirety to such premises or Wittig. Hoeuver. any Common Area Operating Expenses
and Real Property Taxes that ere not apecifically attributable to any premises or building or to the operation. repair and maintenance thereof shelf be
equitably alocated by Lessor to se buildings In the Shopping Center.
(o) The inclusion of the improvements, facliges end services set forth in SubpareitraPh 4.2(a) shell not be deemed tO impose
an obligation upon Lesser to either have said improvements or facilities cc to provide those services unless the Shopping Center already hes the sena,
Lessor already provides the services, or lessor has agreed elsewhere hi this Lease to provide the same or acne of them.
(d) Leesee's Shore of Common Area °Parsing Expenses Is payable monthly on the same day as the Base Rant is due
hereunder. The amount of such payments shall be based on Lessor's set hate of the emend Common Alma Operating Expenses. Within 80 days after
*Mien request (but not more than once each year) Lessor shall deliver to Lessee a reasonably detailed statement showing Lessee's Share of are
actual Common Area Operating Expenses for the preceding year. tile:sates payments during such year exceed Lessee's Share, Lessor that credit
the amount of such over-payment against Lessee's future payments. If Leases's pernents during suds year were less than Letsetes Share, Leese*
tit at ply to Lessor the amount of the deficiency within 10 days altar darelY by Lessor to Lessee of 'he statement
(e) If there are one or more Major Tenants (as hereinafter defined) will* the Shopping Center, then at Lessees sore option,
the amount to be reimbursed by such Major Tenant, to lessor for all or a Melon of the Common Area Operating Expanses may be datemlined by
alternative equitable methods lee.. a Major Tenant may pay directly for lb own security), and the actual amount paid by such Major Temente shall be
cradled against the Common Area Operating Expenses allocated to other tenants of the Shopping Center, provided. however. that in such event the
rentable area of the Weems leased to such Major Tenants shall be excluded from the rentable area of the Shopping Center for purposes of
determining Lessee's Share of Common Ares Operating Expenses for Mose specific Items, notwithstanding the percentage eel forth hi Paragraph 1.7.
As used herein, the term 'Major Tenant* shell mean a tenant basing at least 15,000 square feet of rentable area within the Shopping Center.
(f) Common Area Operating Expenses chaff not include any expenses paid by any tenant directly to third Pardee, or as to
which Lessee ter:Mend* reimbursed by any third party. other tenant or Ingursro proceeds.
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1 Spencer Fane LLP Ginger Sotelo (State Bar No. 210429) 2 Gsotelo@spencerfane.com 225 West Santa Clara Street 3 Suite 1500 San Jose, California 95113 4 Telephone: 408.286.5100 Facsimile: 408.286.5722 5 6 Attorney for Plaintiff CARSON CITY CENTER RETAIL LLC 7 8 SUPERIOR COURT OF THE STATE OF CALIFORNIA 9 COUNTY OF LOS ANGELES 10 11 CARSON CITY CENTER RETAIL LLC, Case No. 12 Plaintiff, UNLIMITED JURISDICTION 13 v. COMPLAINT FOR UNLAWFUL DETAINER 14 LUNTIDIK GREEN DOOR INVESTMENT, INC., aka LUNTIDIK INVESTMENT, INC., 15 and DOES 1 through 20, inclusive, 16 Defendant. 17 18 Comes now, Plaintiff CARSON CITY CENTER RETAIL LLC (hereafter "Plaintiff'), 19 and alleges as follows: 20 1. Plaintiff is a California limited liability company authorized to do business in 21 California and is the owner of the real property located at 714 E. Carson Street, Suite 101B, 22 Carson, California 90745 (hereafter "Premises"). 23 2. Plaintiff is informed and believe and thereon alleges that Defendant LUNTIDIK 24 GREEN DOOR INVESMENT, INC., aka LUNTIDIK INVESTMENT, INC. ("Defendant") is a 25 California corporation, authorized to do business in and doing business in Los Angeles County. 26 3. Plaintiff does not know the true names or capacities, whether individual, corporate, 27 associate, or otherwise of Defendants sued herein as DOES 1 through 20, inclusive. Plaintiff sues 28 said Defendants by such fictitious names and prays leave to amend this Complaint when the true SPENCER FANE LLP -1- ATTORNI-NS AT LAW SANJCTW COMPLAINT UNLAWFUL DETAINER 1 names and capacities of said Defendants have been ascertained. Plaintiff is informed and believes 2 and thereon alleges that said Defendant conducted, participated in, or are responsible for the acts 3 set forth herein, and Plaintiff is further informed and believes and thereon alleges that some or all 4 of the said DOE Defendants are in combination, agency, or joint venture relationships with the 5 named Defendants. 6 4. Plaintiff is informed and believes and thereon alleges that at all times herein 7 mentioned, each Defendant was the agent, servant, joint venturer, partner, and/or employee of 8 each and every one of the other Defendants, and was acting within the course and scope of his 9 authority, and each Defendant ratified, authorized, and approved of the acts of each other 10 Defendant. Any acts or omissions attributed herein to a corporation or other business entity were 11 authorized acts, performed by an authorized representative of said entity, acting within the course 12 and scope of his agency or authority, and were ratified by reasonable representatives of the entity. 13 5. This Court has jurisdiction over this unlawful detainer proceeding because this 14 action is to recover possession of real property located within the County of Los Angeles. 15 6. Defendant is currently in possession of the Premises. 16 7. On or about April 14, 2014, Plaintiff' and Defendant entered into a written lease 17 agreement whereby Defendant agreed to lease the Premises for an initial ten-year term (the 18 "Lease"). A true and correct copy of the Lease and amendments thereto are attached as Exhibit 19 A and are incorporated herein. 20 8. Under the terms and conditions of the Lease, Defendant agreed to undertake 21 obligations including, but not limited to, the payment of monthly installments of rent, and agreed 22 to pay additional rent charges as provided by the terms of the Lease. 23 9. As of April 3, 2024, Defendant was in material breach of the Lease by failing and 24 refusing to pay rents and additional rents as agreed in the Lease, in the amount of $89,084.50, for 25 the months of July 2023 through April 2024. 26 10. On April 3, 2024, a Notice to Pay Rent or Surrender Possession of Real Property 27 (the "Notice") was served on Defendant by posting, U.S. mail and certified mail. A copy of the 28 Notice, along with a copy of the proofs of service, are attached hereto as Exhibit B and are SPENCER FANE LLP ATTORNEYS AT LAW -2 - SANJOSE COMPLAINT UNLAWFUL DETAINER 1 incorporated herein. 2 11. The Notice required Defendant to pay the specified rental arrears in full within 3 three business (3) days of service of the Notice or to deliver up possession of the Premises to 4 Plaintiff. 5 12. As a result of Defendant's failure to pay, in full, within three (3) business days as 6 specified in the Notice and also by reason of said Defendant's continued breach of the Lease for 7 more than a reasonable period of time, Plaintiff has the right to reenter and take immediate 8 possession of the Premises and declare the terms of the Lease ended as provided in the Lease. 9 13. By reason of the foregoing, Plaintiff is entitled to and prays for immediate 10 possession of the Premises. 11 14. The foregoing breach is continuing, the total amount of Plaintiff's damages cannot 12 presently be ascertained. The fair rental value of the Premises is no less than $8,908.45 per 13 month. This reasonable rental value equals a minimum of $296.95 per day. Plaintiff prays for 14 damages in at least such amount for the time that Defendant remains in possession of the 15 Premises and rent remains unpaid after April 30, 2024, subject to proof. 16 15. Plaintiff has performed all conditions of the Lease and is not in default in any 17 aspect under the Lease. 18 16. By reason of the foregoing breaches, Plaintiff has incurred damages and costs in 19 order to enforce its rights under the Lease, and to take the Premises for which Plaintiff hereby 20 seeks recovery from Defendant in an amount which presently cannot be ascertained, and for 21 which Plaintiff seeks leave to amend this Complaint when the same has been more fully 22 ascertained. 23 17. In the event that Defendant delivers possession of the Premises to Plaintiff prior to 24 trial or if there is no trial before judgment is entered herein, Plaintiff prays leave to amend the 25 Complaint for breach of the above-referenced Lease including damages unavailable in this 26 proceeding, and for the damages set forth below. 27 18. Paragraph 31 of the Lease provides that in the event an action is brought to enforce 28 or interpret the provisions hereof, the prevailing party shall be entitled to reasonable attorney's SPENCER FANE LLP ATTVRNEYS AT LAW -3- SANJOSE COMPLAINT UNLAWFUL DETAINER 1 fees and expenses. Should Plaintiff prevail in this action, Plaintiff is entitled to and should be 2 awarded its costs, expenses and attorneys' fees incurred relating to this proceeding. 3 WHEREFORE, Plaintiff CARSON CITY CENTER RETAIL LLC, prays for judgment 4 against Defendant LUNTIDIK GREEN DOOR INVESTMENT, INC., aka LUNTIDIK 5 INVESTMENT, INC., and Does 1 through 20, and each of them, as follows: 6 1. For restitution of the Premises; 7 2. For damages for unpaid rent and additional rent of no less than $89,084.500, plus 8 daily damages of $296.95 per day from May 1, 2024, to the date that possession of 9 the Premises is returned to Plaintiff; 10 3. For a declaration that the Lease is terminated and forfeited as of the date of the 11 Notice; 12 4. For reasonable attorneys' fees and costs incurred by Plaintiff according to proof; 13 5. For costs of suit herein; and, 14 6. For such other and further relief as this Court may deem just and proper. 15 Dated: April , 2024 SPENCER FANE LLP 16 17 By: G nge 18 Attorneys for Plaintiff 19 CARSON CITY CENTER RETAIL LLC 20 21 22 23 24 25 26 27 28 SPENCER FANE LLP ATTORNEYS AT LAW 4 SANJOSE COMPLAINT UNLAWFUL DETAINER 1 VERIFICATION 1, the undersigned, certify and declare that I have read the foregoing Complaint for 3 Unlawful Detainer and know its contents. 4 I am an authorized agent of Plaintiff. In this capacity I am personally familiar with the 5 leasing operations of the premises, the subject lease, and rents paid and due. The matters stated in 6 the document described above are true of my own knowledge and belief except as to those matters 7 stated on information and belief, and to those matters, I believe them to be true. 8 I have read the above and declare under penalty of perjury under the laws of the States of 9 California that the foregoing is true and correct. 10 Executed this 3' r day of April. 2024, at Los Angeles, California. I1 12 Kathy Mont 1.3 14 15 16 17 18 19 20 21 23 24 25 26 27 28 SPENCER PANE 1-1-P A11O1O411,, AT LAW -5- SANKI.$ COMPLAINT UNLAWFUL Dp by\lyli. i) 6' 5.i EXHIBIT A rAIR AIR COMMERCIAL REAL ESTATE ASSOCIATION STANDARD MULTI-TENANT SHOPPING CENTER LEASE - NET 1. Bask Provisions ("Beata Provisions"). 11 Parties: This Lease (lease), dated for reference purposes only April 14 , 2014 . is mode by and between Carson City Center Retail LLC, California Limited Liability Company ("Lemon and Luntidik Investment Inc. rietniseee (colectively the "Parties", or Individually a 'Piety". 12 Premises: That certain portion of the Shelving Center (as defined below), induteng ea improvements therein or to be provided by Lessor under the terms of this Lease. commonly exam by the street addrisse of 714 B. Carson Street, Suite 1018 located in the City of Carson , County of Los Ancieleo . State of California , with ek code 90745 , as outlined on Exhibit A attached hereto ePrentless") and generally described as (describe briefly the nature of the Premises): Approximately 2,400 rentable square feet of retail space in a mixed-use development. in addition to Lessee's rues to use and occupy the Premises as hereinafter specified, Lessee shell have nonexclusive rights to the Common Areas (as dented In Paragraph 2.7 below) as hereinafter specified, but s ali not have any rights to the roof. OkinflOr wails or utely raceways of the bueding containing the Premises ('Building') or to arty other buildings in the Shopping Center. The Premises end the Deeding are skirted within the Shopping Center known es The Shops at Carson City Center The Premises, the Building, the Common Areas and all other buildings and improvements within said Shopping Center. together with the lend upon which they ere located. are herein collectively reamed to as the -Shopping Center.' (See also Paragraph 2) 1.3 Term: ten (10 ) years and zero (0) menthe ("Original Term') commencing on the Commencement Date (as defined in Addendum Paragraph 53) ("Comernoereent trial and ending subject to Lessee's options to extend, on the Expiration Date (as defined in Addendum Paragraph 53) eEmistraeon Date). (See also Paragraph 3) 1.4 Early Possession: If the Premises are smelter Lessee may have nonoxdudve possession of the Premises commencing upon the delivery date ("Early Possession Bats'). (See also Paragraphs 3.2 arid 3.3) 1,5 Base Rent $5, 640 per month ('Base Rent"), payable on the first ( let) day of each month commencing on the Commencement Date . (See ales Paragraph 4) Ei6 Nth's box le checked, there am provisions in the Leese for the Base Rent to be adjusted. See Paragraph 51 and Peroetaie I Melee 1.7 Lessee's Seem of Common Area Overtire Expenses: Ten percent (1rr%) (iereries Stare'). In the event that that she of the Premises ander the Shopping Center are modeled during the term of this Lease, Lessor shall recalculate Lessee's Share to reflect such modiScation. 1.8 1.9 Base Rent and Other Monism Paid Upon Execution: (a) Base Rant $5, 640.00 forte period First (let) month of Lease Term. (b) Commie Area Opereirig Expenses: $1,560.00 for the period described in 1 .9(a) (c) Security Ilaposit $ 7, 200 .00 ('Security Deposit). (See also Paragraph 5) (d) Mee:hare' Amocietion Dues: $ for the period (e) Other: $ for (0 Total Due Upon Execution of the Leese: $14 y 40 0.0 0 1.10 Agreed Use: A coffee and espresso bar for purposes of selling coffee, espresso, pastries and other related fare. (See also Paraeraph 8) 1.11 'lofted Tract* Name: Intelligentsia powered b and Partner with Intelligentsia (See also Paragraph 6) 1.12 Insuring Party. Lessor is the insuring Party. (See also Pa ( Fia 4 1.13 Real Estate Brokers: (See also Paragraph 15 and 25) (a) Representation: The terming real estate brokers (the 'Brokers') and brokerage relationships exist ki this tranesclice (check apple:able boxes): ❑ represents Lessor exclusively (tessera Broker"); represents Lessee exclusively ('Lessee's Broker'y, or 6.5 Fogel Real Estate represents both Lessor and Lessee ("Dual Meaner). (b) Payment to Brokers: Upon execution and delivery of this Lease by both Parties, Le on Mal pay to the Brokers for the brokerage services rendered by the Brokers the fee agreed to kt the Musched separate mitten agreement or If no such agreement is attached, the sum of or % of the total Base Rent payable for the Original Term, the sum of or of the tote; Base Rant payable Mein any Period of time that the Lessee occupies ttr Premises subsequent to the Original Term, ender the sum of or % of the purchase price In the event that the Lessee or anyone affiliated with Lessee acquires from Lessor soy rights to the Premises. 1.14 Gurenter. The obegations of ess Lessee LaMar this Lease are to be guaranteed by Ewan• Yoon as individuals retralorder). (See MSG POraMch 37) TaYU PAGE 1 OF 15 INITIALS iN 02003 • MR COMMERCIAL REM ESTATE ASSOCIATION FORM SCLN-Sete12E 1.15 Attachments. Attached hereto are the foliating, aft of ankh constitute a part of this Lease* El an addendum °Odelsting of Paragraphs 53 through 62 El a sae plan marked Exhibit A , depicting the Promisee; El a eke plan marked Exhibit B , depicting the Shopping Center: El a current set of Rules and Regulations for the Shopping Center, ra a currant set of the Sir Criteria to the Shopping Center: Ea a work letter: El other (specify): Rental Adjustments, Options to Extend Lease, Guaranty of Lease, Addendum to Lease 2. Premises. 2.1 teethe. Lessor hereby leases to Lessee, and Lessee hereby leases from Lessor, the Premises, for the term, at the rental. and upon a>t of the terms, covenants and conditions set forth in this Lerma. While the approximate square footage of die Premises may have been used in the marketing of the Premises for purposes of comparison, the Base Rent stated herein Is NOT bed to square footage end is not subject to adfuerment should the actual size be determined to be different NOTE: Lessee is advised to verify the actual sire prior to executing this Leese. 22 Condition. Lessor shat delver the Premises to Lessee broom dean and free of debris with the demising wails complete on the Commerronnent Date or the Early Paiarneeliee-etateeretaitheree-eratCeases Deavery Date ('Start Data'). and, so keg as the required service cot:traces described In Paragraph 7.1(b) bawl are obtained by Lessee and in effect within 3E) days Mowing eve Start Date, warm= that the existing dectercal, plumbing, nee veneer, righting, healing, ventilating and sit =Monne systems ('HVAC'), batting drone if any, and all other such elements in the Premises, other then those constructed by Lessee, shall be in good operedng condeon on said date and that the shucked elements of the nee bereft wags and Mendelian of the Premises shall be free of material defects, and that the Prorates do not contain hazardous levels of any mdd or fungi defined as talc under applicable state or federal law. If a non-complanoe whir such warranty exists as of the Stmt Date, or If one of such trysts= or elements should malfunction or fat within the *mediate warranty period, Lessor shalt as Lessor's tole obleadon with reseed to such matter, except as otherwise provided in this Leese, promptly after receipt of written notice from Lessee seeing forth with specificity the Wan end extent of such non-COMprianee, malfunction or l ire, rectify same at Lessors expense. The warranty periods shall be as follows: (i) a months as to the HVAC systems, end (I) 30 days as to the remaining systems and other elements of the Premises. If Lessee does not give Lessor the required notice within the appropriate warranty period, correction of erre cud' noncompliance, restiunction or failure shall be the obligation of Lessee at Lessee's sole cost and expense (except ire the repairs to the rye weeder systems, roof, foundations, andfor bowing wale). 2.3 Compeers:a. Lessor warrants that to the best of is knowledge the Improvements on the Premises and the Common Areas comply with the budding codes that were In affect at the erne that each such improvement, or portion thereof, was Cenetructed, and also with MI applicable laws, covenants or restrictions of taxed, regulations, and °renames Ti effect on the Start Data ("Applicable Requirements". Said warranty does not apply to the use to which Lessee will put the Premises, modifications whidt may be required by the Americans with Disable= Act or any sneer sews as a read of lessee's use (see Paragraph 50), or to any Alterations or Utity instetations (as deened in Paragraph 7.3(a)) =de or to be made by Lessee. NOTE: Lessee is responsible for determining whether or not the Appliceble Requirements, end especially the zoning, are appropriate for Lessetts =ended use, and acknowledges that post uses of the Premises may ire longer be allowed. if the Premises do not comply with said warranty, Lessor shell, except as otherwise provided, promptly after receipt of written notice from Lessee selling forth with spetelkety the nature and extent of such non-complance, recdfy the same at Lessor's expense. If Lessee does not give Lena- written notice of a noncompliance with tits warranty vet= 5 months following the Start Date, correction of that non-compliance shall be the °begat= of Lessee at Lessee's sole coat end expense. tf the Applicable Requiremans are hereafter changed so as to require during the term of this Lease the construction of en ackfieon to or an alteration of the Frame= andior Bolding, the remedation of any Hazardous Stesednos, or the reinforcement or other physical modification of the Premises andior Building ('CapitalExpenditure", Lessor and Loewe Mee Wocate the cost of weft work as follows: (e) Suited to Penetrate, 2.3(c) below, If such Capital Expenditures are need= as a result of the spedfic and urique use of the Premises by Lessee as compared with uses by tenants In wend, Lessee shell be fully reeponsible for the oast thegeof, embed, however that if such Capted Expert:Awe to required during the test 2 years of this Lease end the cost thereof exceeds 6 months' Base Rent, Lessee may Instead terminate this Leese unless Lessor noires Lessee, in witting, within 10 days after receipt of Lessee's termination notice that Lessor has elected to pay the difference between the ache( cost thereof and the amount equal b 6 months' Base Rent. If Lessee elects termination. Lessee shall irarnatfistely deliver for Lessor written notice specifying a termination date at lariat 90 days thereafier. Such termination data shall, however, in no event be reedier than the last day that Lessee could legally utilize the Premises without commencing such Capital Expenditure. (b) if such Capital Expenditure le not the result of the *paretic and unique use of the Premises by Lessee (such as. governmentally mandated seismic modifications), then Lessor thee pay for such Capital Expenditure and Lessee shall onty be obligated to pay, each month during the remainder of the term of this Lease or any exesnalcc theeeof, on the date trot term which the Bale Rant is due, an amount equal to 11144th of the portion of such costs reasonably attributable to the Premises. Lessee shad pay interest on the balance but may prepay its obligation at any time. IL however, such Capital Expender* u required during the last 2 years of this Lease or If Lessor reasonably determines tete is not economically fewer% to pay its share thereof, Lower shall have the option to terminate this Lease upon 90 days prior mitten notice to Lessee unises Lessee notifies Lessor. In writing, within 10 days after receipt of Lassoes termination notice that Lessee we pay for such Capital Expenditure. If Lessor does not =et to terminate. arid fele to tender its share of any such Capital Expenditure. Lessee may advance such beds are deduct same, with interest. born Rent arts Lessees share of such wets have been rutty paid. If Lessee Is unable to *WACO Lessors share, or if the balance of the Rent due and payable for the remainder of this Lease is not sufficient to fully reimburse Lessee on an offset basis, Lessee shall have the right to terminate this Leese upon 30 days written notice to Lessor. (0) Nodettustameng the above, the provisions concerning Capital Expenditures are intended to apply only to norevoluntary, unexpected, and new Applicable Requirements. If the Capital Expenditures ere instead triggered try Lessee as a result of an actual or proposed change in use, change in intensity of use, or =decagon to the Premises then, and In that event, Lessee shat either: (ft immediately Cease such changed use Cr ntenetty of use antler bike such other steps as may be necessary In elkninate the toque:event for such Caplet Expenditure, or (i) Gemplete with Capital Ex penceture at its own expense. Lessee seal not have arty right to terminate this Leese. 2.4 Acknowiedgements. Lessee acknowledges that (a) kids been given an cpportunily to inspect and measure the Premises, (b) it has been advised by Lessor anted Brokers to satisfy Itself with respect to the size and condition of the Promisee (Including but not limited to the electrical, HVAC and ere wrinkles systems, security, environmental aped*. and Compliance with Agreeable Requirements and the Americans with DIsertaiges Act), end their stilted* for Lessee's intended use, (c) Lessee has made such Investigation as it deems necessary with reference to such matters and assumes ail responsibility therefor as the sante reties to its occupancy of the Premises, (d) it is not relying on any representation as to the size of the Premiees made by Brokers or Lessor. (e) the square footage of the Premises was not material to Lessee's decision to lease the Premises and pay the Rent stated herein, and (1) nether Lessee Lessors agents, not Brokers have made any oral or widen representations or warranties with respect to said matters other than as set forth et thts Leese. in addition, Lessor acknowledges that (I) Brokers have made no representations, premises or warrantee concerning Lessee's ability to honor the Lease or euttability to occupy the Premises, end (II) It is Lessor's sole responsibility to investigate the financial capability andlcesultabillet of all proposed tmints• 2.5 Lessee as Prior OwnerfOccupant. The warranties made by Lessor in Paragraph 2 Walt be of no force or effect If inmediately prior to the Start Date Lessee was the vend or occupant of the Pledgees. In such event, Lessee shall be responsible for any necessary corrective work. 2.6 Vehicle Paredes'. Lessee shall not use and ghee not permit Its employees to use any parting spaces kr the ShOPPille Center except for perking try vehicles that we no larger then full-Siza manger sue:mopese et pideup trucks, heteln called 'Pereetted Size Vehicles.' Lessee shall permit its employees to only occupy those perking emcee, if any, as depicted as employee pairing spaces on the Strew4% Center site plan. Lessor may regulate the leading and unloading of vehicles by *Joplin; Rules end Regulations as presided In Paragraph 2.9. No vehicles other than Permitted Seto Vehicles may be perked in the Common Area without the prior written permission of Lessor. kr addition: (e) Lessee Wail not permit or meow any vehicles that belong to or we cote:reed by Lomas or Lessee's employees, suppliers, steppers, contractors or invitees to be rowed, unleaded, or parked ki areas other than thoee designated by Leaser for such adivitles. (b) Lessee shall not service or store airy vehicles kr the Common Areas. (c) If Lessee permits or Worm any of the prohibited &dieters deserbed kr this Paragraph 2.8, then Lessor that have the right, without notice, in addition to such other tights and remedies that It may have, to remove or tow away the vehicle involved and charge the cost to Lessee. which cos shall be Immediately payable goat demand try Lessor. 2.7 Common has - Definition. The term 'Common Amiss' is defined as all areas and factelles outside the within 0071ALS PAGE 2 OF 15 0200E • AIR COMMERCIAL REM. ESTATE ASSOCIATION FORM SCLR-99112E exterior boundary *loathe Slopemit Center and Interior utlaty raceways and emanations within the Premises that are provided and desemated by the Lessor from time to time for the general non-exclusive use of Lessor, Lessee and other tenants of gie stewing Center and their respective employees, am:peers, shippers, rastOrners, contractors and invitees. Including parking areas. loading and unloading arse, trash asses„ ireedeeys, wanton:lye, driveways and landscaped arses. 2.8 Common Areas - Lessee's Rights Lessor grants to Lessee, for the benefit of Lessee and Its ernpioyeee, auppliers, sappers contractors, customers and Invitees. Metro the term of this Lease. the ron-exchtetve right to use. In common with others entitled to such use, the Common Areas as they exist from time to time, subject to any rights, powers, and privileges reserved by Lessor under the terms hereof or under the terms of any ruin and regulations or restrictions governing the use of the Shopping Center. Under no circtenstances shell ire eight herein granted to use the Common Areas be deemed to include the right to store any property, 'amorally er permanently, in the Common Areas, nor the right to display merchandise or conduct sales in the Common Ames_ Any such storage, display or sales slaty be permitted only by the prior written consent of Lessor or Lessors deeigneted agent, as exercised in Lessor's sole discretion, which consent may be revolted at any erne. in the event that any unauthorized storage or displays shalt occur then Lessor shell have the Fleet without notice, in addition to such othee rights and remedies that h may have, to remove the property and charge the cost to Lessee, which coat shall be immodest* payable upon demand by Lessor. 2.9 Common Areas • Rules end Regulations. Lessor or such other pereen(s) as Lessor may appoint strati have the exclusive control and management of the, Common Areas and shall rove the right, torn time to time, to establish, modify, amend and enforce reasonabie rules and regulations Malin and Regulationalfor the management, safety. care, and dear:amen of the mewls, the perking and unloading of vehicles end the preservation of good melee as wed as for the textranleme of other oompenth or tenants of the ling end the Shopping Conte; and their invitees. Lessee agrees to abide by end conform to all such Rules and Regulations, and shell use its best efforts to causes its employees, suppliers, steppers, customers, contractors and invitees to so abide and conform. Lessor shalt net be responsible to Lessee for the non-complimwe with Bald Rules and Regulations by other tenants of the Shopping Center. 2.10 Common Areas - Changes. Loma Mail have the right, In Lessor's sole ascreden, from time to time: (a) To make changes or additions be the Common Areas, inducting, without Stnhaeon. Maness in the bxaticn, size, shape and number of driveways, entrances, parking spaces, parking areas, loading and unloading areas, agrees, epos, direction of trek, aerations, landscaped areas, *mem walkways and utility raceways; (b) To use and close temps:on* any of the Common Ames far the purpose of maintaining, repairing and taming the Shopping Center, so long as reasonable access to the Premises remains available, end to dose temporarily any of the Common Areas to whabwer extent is required in the minion of Lessor's munsef to prevent a dedication of or the acened of any rights of any persons or of the public to any at the Common Areas; (c) To designate other land outside the boundaries of the Stropping Center to be at the Common Press or Is be entitled to use the Common Areas one reciprocal bash; (d) To add additional buildings end improvements to the Common Mess; and (a) To do and perform curb other acts and make such other changes in, to or with respect to the Common Areas and Shopping Center as Lessor may, n Me exercise of sound business judgment, deem to be seeroerialle 2.11 Common Antes • Promotional Events; Sidewalk Sam. Lessor reserves the right, from Erne to time, In Lenses mkt discretion. to utilize portions of the Cannon Areas for promotional events, wheel may Include but shall not be limited to ardertsinmont Lessor further reserves the right. In Lessor's sole as:ration, to permit any one or more tenants of the Shopping Center to conduct the display seethe sale of merchsolse from the stamen:Pm Immediately adjacent to such tenants' respective premises. 2.12 Common Areas - Remodeling- At any lime durine the Term, Lessor may remodel or expand, in any manner. the exitrang slopping Center, *Non work may include, vdthout limitation, the addition of Mope and/or new buildings to the Shopping Center (correctively, 'Remodeled Centre). If Lessor deems It necessary for construction personnel to enter the Promisee in order to construct the Remodeled Center, Lasser shad give Lessee no less than 60 days prior notice and Lessee shalt elm such entry. Lessor shad use reasonable efforts to complete arty work affecting the Premises in an efficient manner so es not le Interfere unreasonably with Lessee's business. Lessee Mae not be entitled le wry damages for any inconvenience or any astute's:in to Lessee's business caused by auch vtorie provided, however, the Base Ram paid by lessee for the Period of the Inconvenience shall be abated in proportion to the degree that Lessee's use of the Premises Is Impaired. Lessor soh have the right to use portions of the Premises to accommodate any structures required for the Remodeled Carte, provided that if as a result thereof there is a permanent decrease in the floor area of the Premises of 3% or more, Mere Mail be a proportionate downward acquainted of Base Rent and Lessee's Share. 3. Tenn. 3.1 Term. The Commencesnent Date, Expiration Date end Original Term of Ns Lease are as specified In Paragraph 1.3. 3.2 Early Poseession. Any provision herein granting Lessee Betty Possession of the Premises is subject to and conditioned upon the Premises being available for such possession prior to the Commencement Date. Any grant of Early Possession only conveys a non-exclusive debt to occupy the Premises. If an Early Possession Date tots been emceed in Paragraph 1.4, the Parties intend that Lessee sheet have acmes to the Premises as of the Early Possession Date for purposes of preparIng and fixtudzina the Premises for the conduct of Lessee's business. If lessee totally or partially occupies the Premises prior to the Commencement Date for any mason (and for purposes hereof, 'occupancy' shall inelude, without amnation, Lessee's entry onto the Prerniees for purpcoes of preparing end fbrturieng the Prerniees for business), the obileaton to pay Base Rent End Percentage Rant shall be abated for the period of such early possession. At other tents of this Lease (including but not Wind to Lessee's obligations to toy insurence and to maintain the Premises) shall be in effect during such peeped. except that Lessee's obligation to pay Lessee's Share of Commen Area Operating Expenses, Real Pa,,,mty Taxes and Insurance premiums shall only be in shed prior to the Commencement Date If Lessee has opened for business Sr the Premises prior to the Commencement Date. My such Early Possession shall net affect the Expeadon Date. 3.3 Delay In Possession. Lesser agrees to use its best commerciety ressonabie efforts to delver possession of the Menthes to Lessee by the Commencement Date. If, despite said efforts, Lessor Is unable to deliver possession by such date, Lessor shat not be subject to wry heat/ therefor, nor shall such bathe effect the variety of ids Lease or change the Expiration Date. Lessee shall not, however, be °bawled to pay Rent or pericem ids other obligations until Lessor delivers possession of the Promisee and any period of rent abatement that Lessee would otherwise have enjoyed shalt run Roan the dale of delivery of possession and continue for a period equal to what Lessee would otherwise have enjoyed under the terms hereof, but minus any days of daisy caused by the acts or omissions of Lessee. If possession is not delivered within 80 days alter the COMMeneernern Date, es the same may be extended under the terms of any Weft Leiter executed by Parties, Lessee may, at Its option, by notice In writing warm 10 days after the end of such 60 day petted, cancel this Leese, in which event the Patties shall be di:charged (reel se obligations hereunder. If such ',mitten notice is not received by Lessor Within said 10 day paled. Lessee's rightist:anon! shall terminate. If possession of the Premises is not cleave-ad within 120 days alter the Commencement Date, this Leese shell terminate unities other agreements are reached between Lesser end Lessee, In vatting. 3.4 Lessee Compliance. Lessor shall not be required to tender possession of the Premises to Lessee until Lessee complies with Its obligation to provide evidence of Insurance (Paragraph 8.8), Pending delivery of such evidence, Lessee shell be required to perform ell of Its °bagatelle under this Leese from and after the Start Date. reading the payment of Rent, neeMthstanterm Lends election to wahhokl possession pending receipt of such evidence of katurenee. Further, If Lessee is required to perform any °thee condkions prior to or concurrent with the Start Date, the Start Date shall occur but Lessor may elect to withhold possession untli such =aeons are satisfied. 4. Rent 4.1 Rent Defined. AA monetary obligations of Lessee to Loam under the terms of this Leese (except for the Security Deposit) are deemed to be rent Mantel. 42 Common Area Operating Exposes_ Lessee shall pay to Lessor during the toms hereof, in addition to the Base Rent and, if applicable, Percentage Rent, Lessee's Share (as specified in Paragraph 1.7) of all Common Area Operating Expenses, as harelnafte darned, during each calendar year of the term of this Lease. In accordance win the following provisions: (a) 'Common Area Operating Expenses" ere defined, for papaws of this Lease, welt costs Incurred by Lesser Wain to lire amen* and operation of the Shopping Center, Ocarina. but not arcked to, the **owe*: (I) The operation, repair and maintenance, in neat dean, mood osier and venation. end eeplacernent as reasonably necessary, ti the Mowing: (as) The Common Areas and Common Are. Improvements, including perking areas, loading and unloading areas, trash areas, roadways. parkways. walsways driveways, landscaped areas, parting tat striping, bumpers, Irrigation systems, Common Area lighting facedies, ferrate and gates, elevators, roofs, exterior walls of the buildings, Nikko systems and roof drainage eyeteeth. (bb) Exterior signs and any tenant directories. (cc) Any fire detection snare sprinkler systems. (dd) Common electricst, plumbing and other Wages servicing any building in the Shopping Center andlot the Carmen Areas. fee) All other areas and improvements that are Wein the exterior boundaries of the Project but outside of the Premises and/or any other space occupied by a tenant (D) The cost of water, gee electricity and telephone to service the Common Areas and any utilities INMALS PAGE 3 OF 15 INITIALS O2083 - AIR COLVAERMAL REAL ESTATE ASSOCIATION PORN SCI.Ji-S-11/12E Teetered. The coat of trash dieposid, pest control services, property management (erduding, the not bo kneed to, a smutty services, and the costs of any enveconentei Inspections. (Iv) Reserves set elide for equipment, m emu. repair end replacement of Common Areas. (v) Real Property Taxes (as *Mae In Paragraph 10). (vi) The cast of the premiums for the insurance maintained by Lessor pursuant to Paragraph 8. (vii) Any deckled* portion of an insured loss concerning the Belding or the Common Areas. (wit) Amebae, accountants' and attorneys' fees and costs related to the operation of the Shopping Center. The cost of any meld Improvement to the Building or the Shopping Center not covered under the provisions of Paragraph provided, however, that Lessor shalt Menthe the cost of any such capital Improvement over a 12 year period and twee° shall not be required pay to mom than Lessee's Share of 11144th of the cost of such capital latecomer:int in any given month. (s) The coat of any other services to be provided by Lessor that are stated ethewhere it thin Lease In be a Common Area Operating Expense. (b) If Lessor determine* that the method of proration of any item included within Common Area Operating Expenses is inequitable, Lessor may prorate such item on the basis of usage or other equitable considerations. Any Common Area Operating Expenses and Real Property Taxes that we medically attributatle to the Premises, the Building or to any other premises or building In the Slerepinu Center or to the opereem, repair and maintenance thereof shell be allocated entirety to such premises or Wittig. Hoeuver. any Common Area Operating Expenses and Real Property Taxes that ere not apecifically attributable to any premises or building or to the operation. repair and maintenance thereof shelf be equitably alocated by Lessor to se buildings In the Shopping Center. (o) The inclusion of the improvements, facliges end services set forth in SubpareitraPh 4.2(a) shell not be deemed tO impose an obligation upon Lesser to either have said improvements or facilities cc to provide those services unless the Shopping Center already hes the sena, Lessor already provides the services, or lessor has agreed elsewhere hi this Lease to provide the same or acne of them. (d) Leesee's Shore of Common Area °Parsing Expenses Is payable monthly on the same day as the Base Rant is due hereunder. The amount of such payments shall be based on Lessor's set hate of the emend Common Alma Operating Expenses. Within 80 days after *Mien request (but not more than once each year) Lessor shall deliver to Lessee a reasonably detailed statement showing Lessee's Share of are actual Common Area Operating Expenses for the preceding year. tile:sates payments during such year exceed Lessee's Share, Lessor that credit the amount of such over-payment against Lessee's future payments. If Leases's pernents during suds year were less than Letsetes Share, Leese* tit at ply to Lessor the amount of the deficiency within 10 days altar darelY by Lessor to Lessee of 'he statement (e) If there are one or more Major Tenants (as hereinafter defined) will* the Shopping Center, then at Lessees sore option, the amount to be reimbursed by such Major Tenant, to lessor for all or a Melon of the Common Area Operating Expanses may be datemlined by alternative equitable methods lee.. a Major Tenant may pay directly for lb own security), and the actual amount paid by such Major Temente shall be cradled against the Common Area Operating Expenses allocated to other tenants of the Shopping Center, provided. however. that in such event the rentable area of the Weems leased to such Major Tenants shall be excluded from the rentable area of the Shopping Center for purposes of determining Lessee's Share of Common Ares Operating Expenses for Mose specific Items, notwithstanding the percentage eel forth hi Paragraph 1.7. As used herein, the term 'Major Tenant* shell mean a tenant basing at least 15,000 square feet of rentable area within the Shopping Center. (f) Common Area Operating Expenses chaff not include any expenses paid by any tenant directly to third Pardee, or as to which Lessee ter:Mend* reimbursed by any third party. other tenant or Ingursro proceeds.