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Kevin P. Montee, Esq., State Bar No. 223822
1 MONTEE LAW FIRM, APC
1250-I Newell Ave., Suite 149
2 Walnut Creek, California 94596
Telephone: 925/979-5579
3 Facsimile: 925/955-1648
kmontee@monteefirm.com
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Attorneys for Plaintiff
5 BCORE Forest Logistics CA Owner LLC
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8 SUPERIOR COURT OF THE STATE OF CALIFORNIA
9 IN AND FOR THE COUNTY OF ALAMEDA
10 UNLIMITED JURISDICTION
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BCORE FOREST LOGISTICS CA OWNER No.
12 LLC,
UNLAWFUL DETAINER COMPLAINT
13 Plaintiff,
14 vs.
15 GSO PRINTING, LLC; and DOES 1-25,
16 Defendants.
/
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Plaintiff BCORE FOREST LOGISTICS CA OWNER LLC, alleges as follows:
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1. At all times mentioned herein, Plaintiff BCORE FOREST LOGISTICS CA
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OWNER LLC (“BCORE,” “Plaintiff” and/or “Landlord”) was and now is a Delaware limited
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liability company in good standing and qualified to do business in California. BCORE is the owner
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of premises commonly known as 1942 Sabre St., Hayward, CA 94545 (the “Premises”).
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2. Plaintiff is informed and believes and thereon alleges that at all relevant times
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mentioned herein, Defendant GSO PRINTING, LLC (“GSO” or “Tenant” or “Defendant”) is a
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California limited liability company residing and/or doing business in the City of Hayward, County
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of Alameda, State of California.
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MONTEE LAW FIRM, APC
1250-I Newell Ave., Suite 149
Walnut Creek, California 94596
-1-
UNLAWFUL DETAINER COMPLAINT
1 3. The true names and capacities, whether individual, corporate, associate or
2 otherwise, of the Defendants named herein as DOES 1 through 25, inclusive, are unknown to
3 Plaintiff, who therefore sues said Defendants by such fictitious names pursuant to California Code
4 of Civil Procedure (“Code Civ. Proc.”) § 474. Plaintiff will amend this Complaint to show true
5 names and capacities when Plaintiff has ascertained such true names and capacities. Plaintiff is
6 informed and believes and thereon alleges that all Defendants sued herein as DOES are in some
7 manner responsible for the acts herein alleged and may claim some possessory right to the
8 Premises.
9 4. At all relevant times mentioned herein, each of the Defendants, including the
10 Defendants named as DOES herein, were the alter egos, agents, predecessors, successors, parent
11 companies, affiliates and/or employees of each of the remaining Defendants, and in doing the
12 things described herein, was acting within the course and scope of his, her, or its authority as such
13 agent, employee, alter-ego and/or other capacity, and each Defendant has ratified and approved the
14 acts of his, her or its agents, employees and/or alter-ego.
15 5. Plaintiff is the Landlord by assignment under the Agreement of Lease for the
16 Premises dated June 9, 2021, and thereafter amended on August 18, 2023 (collectively, the
17 “Lease”), between Treeview Industrial 1 LLC (“Original Landlord”) later assigned to BCORE and
18 GSO as tenant. A true and correct copy of the Lease is attached hereto as Exhibit A and is
19 incorporated herein by this reference. By the provisions of the Lease, Tenant leased the Premises
20 from Plaintiff.
21 6. Tenant entered into, and continues in, possession of the Premises pursuant to the
22 Lease and operates a commercial business thereon.
23 7. The fixed term of the Lease is not scheduled to expire until August 31, 2024.
24 8. Pursuant to the Lease, including Section 1.1(i) and Article 4 of the Original Lease
25 and Paragraph 5 of the First Amendment, at all times relevant hereto Tenant was and is to pay
26 Monthly Base Rent (“Base Rent”) at the rate of $6,324.66 per month for the period between July
27 1, 2023, through June 30, 2024, and at the rate of $6,514.40 per month for the period between July
28 1, 2024, through August 31, 2024.
MONTEE LAW FIRM, APC
1250-I Newell Ave., Suite 149
Walnut Creek, California 94596
-2-
UNLAWFUL DETAINER COMPLAINT
1 9. Pursuant to Section 1.1(p) and Articles 4 & 8 of the Original Lease and Section 6
2 of the First Amendment, Tenant was and is to pay the Tenant’s Share of Operating Expenses and
3 Taxes, as those terms are defined in the Lease, in addition to any other amounts owed under the
4 Lease (“Additional Rent”). At all times relevant hereto, Tenant was and is obligated to pay
5 Additional Rent at the rate of $2,570.00 for December 1, 2023, through December 31, 2023, and
6 at the rate of $2,788.95 per month for the period of January 1, 2024, forward until re-estimated by
7 Landlord.
8 10. Pursuant to the Lease including but not limited to Section 7 of the First Amendment,
9 Tenant was and is to pay the Monthly Reduction Consideration and Unpaid Rent Payment, as those
10 terms are defined in the Lease (“Unpaid Rent Payment”). At all times relevant hereto, Tenant was
11 and is obligated to pay the Monthly Rent Payment at the rate of $4,181.00 per month for the period
12 of September 1, 2023, through August 1, 2024. (Base Rent, Unpaid Rent Payment, and Additional
13 Rent are sometimes collectively referred to as “Rent”).
14 11. Pursuant to the Lease, including but not limited to Article 4 of the Original Lease,
15 Tenant was and is obligated to pay Rent without notice, deduction, reduction, abatement,
16 recoupment or offset on or before the first day of each month.
17 12. Tenant breached its obligations and as of approximately April 12, 2024, Tenant
18 owed an estimated $55,246.68, being a portion or all of the estimated Base Rent in the estimated
19 amount of $6,324.66 per month for the period of December of 2023 through April of 2024 (totaling
20 an estimated $31,623.30 in Base Rent for this period), plus Monthly Reduction Consideration and
21 Unpaid Rent Payment in the estimated amount of $4,181.00 per month for the period of December
22 of 2023 through April of 2024 (totaling an estimated $20,905.00 in Monthly Reduction
23 Consideration and Unpaid Rent Payment for that period), plus Tenant’s Share of Taxes and
24 Operating Expenses Additional Rent in the combined estimated amount of $2,570.00 for December
25 of 2023 and in the estimated amount of $2,788.95 per month for the period of January of 2024
26 through April of 2024 (totaling an estimated $13,725.80 in Tenant’s Share of Taxes and Operating
27 Expenses Additional Rent for those periods), less partial payments and/or credits toward the above
28 amounts totaling an estimated $11,007.42.
MONTEE LAW FIRM, APC
1250-I Newell Ave., Suite 149
Walnut Creek, California 94596
-3-
UNLAWFUL DETAINER COMPLAINT
1 13. Due to Tenant’s failure to pay the Rent, Plaintiff served upon Tenant a 3-Business
2 Day Notice to Pay Rent or Quit (“Notice to Pay or Quit”). A true and correct copy of the Notice
3 to Pay or Quit served is attached hereto as Exhibit B and incorporated herein by reference.
4 14. The Notice to Pay or Quit was served on Tenant in the manner provided in the
5 Lease, and pursuant to Code of Civil Procedure § 1162, on or about April 12, 2024, by delivering
6 a copy of the Notice to Pay or Quit to Raquel “Doe” as the person in charge for Tenant at the
7 Premises, and by mailing a copy of the Notice to Pay or Quit via certified mail (return receipt
8 requested) as well as first class mail to all of the addresses listed on the Notice to Pay or Quit. The
9 period stated in the Notice to Pay or Quit expired at the latest on April 30, 2024, and Tenant failed
10 to comply with the requirements of the Notice to Pay or Quit by that date.
11 15. All facts stated in the Notice to Pay or Quit are true.
12 16. The Notice to Pay or Quit included an election of forfeiture.
13 17. Pursuant to the Lease, Plaintiff has performed each and every obligation on its part
14 to be performed.
15 18. The Lease provide that in the event Landlord institutes an action or proceeding in
16 Court to enforce any of the terms of the Lease, the Landlord shall be entitled to a reasonable sum
17 of attorneys’ fees and costs. Tenant has breached the Lease in the manner set forth herein, and
18 Plaintiff has been compelled to commence litigation to enforce its rights thereunder, and has
19 retained the law firm of Montee Law Firm, APC as its attorneys for those purposes.
20 19. The fair rental value of the Premises is at least $299.63 per day.
21 20. Plaintiff is entitled to immediate possession of the Premises.
22 Wherefore Plaintiff prays for judgment as follows:
23 1. That Plaintiff is awarded possession of the Premises;
24 2. For estimated past due Rent of $55,246.68 through April 30, 2024;
25 3. For forfeiture of the Lease;
26 4. For damages at the rate of $299.63 for each day Tenant remains in possession of the
27 Premises through entry of judgment from and after May 1, 2024.
28 5. For costs and reasonable attorneys’ fees; and
MONTEE LAW FIRM, APC
1250-I Newell Ave., Suite 149
Walnut Creek, California 94596
-4-
UNLAWFUL DETAINER COMPLAINT
1 6. For such other and further relief as the Court deems proper.
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Date: May 3, 2024 MONTEE LAW FIRM, APC
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4 By:____________________________________
Kevin P. Montee
5 Attorneys for Plaintiff
BCORE Forest Logistics CA Owner LLC
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MONTEE LAW FIRM, APC
1250-I Newell Ave., Suite 149
Walnut Creek, California 94596
-5-
UNLAWFUL DETAINER COMPLAINT
EXHIBIT A
AGREEMENT OF LEASE
between
TREEVIEW INDUSTRIAL I LLC,
a Delawarelimited liability company,Landlord
and
GSO PRINTING, LLC,
a California limited liability company,Tenant
Premises: 1942-1944 Sabre Street
Building: 1942-1956SabreStreet
Hayward, California
Date: As of 3 Q, ,2021
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TABLE OF CONTENTS
ARTICLE 1 BASIC DATA AND DEFINITIONS
ARTICLE 2 DEMISE
ARTICLE 3 TERM; DELIVERY; EARLY ACCESS; RENEWAL OPTION .....................................5
ARTICLE 4 RENTAL
ARTICLE 5 CONDITION OF PREMISES
ARTICLE 6 USE AND OPERATION OF THE PREMISES
ARTICLE 7 COMIVION AREA 10
ARTICLE 8 OPERATING EXPENSES AND TAX ESCALATION 11
ARTICLE 9 UTILITIES AND SERVICES 13
ARTICLE 10 PARKING 14
ARTICLE 11 MAINTENANCE AND REPAIRS 14
ARTICLE 12 TENANT’S CHANGES 15
ARTICLE 13 SIGNS 18
ARTICLE 14 INSURANCE AND INDEMNITY 19
ARTICLE 15 CASUALTY 22
ARTICLE 16 EMINENT DOMAIN 23
ARTICLE 17 ASSIGNMENT AND SUBLETTING
ARTICLE 18 EVENTS OF DEFAULT 26
ARTICLE 19 REMEDIES 28
ARTICLE 20 WAIVERS 31
ARTICLE 21 INDEMNIFICATION 31
ARTICLE 22 ESTOPPELS, ATTORNMEN T AND SUBORDINATION .......................................... 32
ARTICLE 23 CURING TENANT’S DEFAULTS 33
ARTICLE 24 ACCESS 33
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ARTICLE 25 TENANT’S PROPERTY 34
ARTICLE 26 HOLDING OVER 34
ARTICLE 27 SECURITY DEPOSIT 35
ARTICLE 28 LANDLORD’S LIABILITY 35
ARTICLE 29 BROKER 36
ARTICLE 30 NOTICES 36
ARTICLE 31 MISCELLANEOUS 36
ARTICLE 32 CONTRACTUAL LANDLORD’S LIEN. 40
ARTICLE 33 ROOFTOP SOLAR PANELS 40
EXHIBITS
Exhibit A— Site Plan
Exhibit B— Commencement Date Agreement
Exhibit C— Surrender Conditions
Exhibit D— Insurance Schedule
Exhibit E— Rules and Regulations
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THIS LEASE (this “Lease”) is made as of the Tday of iwob , 2021 by and between
TREEVIEW INDUSTRIAL I LLC, a Delaware limited liability company, having an address c/o
Treeview Real Estate Advisors LP, 1600 John F. Kennedy Boulevard, Suite 1010, Philadelphia,
Pennsylvania 19103 (“Landlord”) and GSO PRINTING, LLC, a California limited liability company,
havingits principalplaceof
placeof
place businessat VIM/VIM QJM 61/4417MWN‘L (“Tenant”)
CkQ~15~15
WITNESSETH:
ARTICLE 1
BASIC DATA AND DEFINITIONS
Section 1.01 - Basic Data and De■nitions. The following sets forth basic data and, where
appropriate,constitutesde■nitionsof the terms hereinafterlisted.
(a) “Building”: The building, ■xtures, equipment and other improvements and
appurtenancesnow or hereafterlocatedor erectedon the land having an address
addressat 1942-
1956 Sabre Street, Hayward, California, agreed to contain 83,854 rentable square feet.
(b) “Property”: The Building and the land appurtenantthereto
appurtenant or upon which the Building
is situatedidentified on the site plan attachedheretoand madea part hereof asExhibit A.
(C) “Permitted Use”: Use solely for general-of■ce,warehouse
ce,warehouse
ce, useand light manufacturing
in connection with Tenant’s printing business (i.e., operation of digital printing
machines),subjectto the expressterms and conditions containedherein, and for no other
use or purpose whatsoever. The Permitted Use expressly prohibits manufacturing and
mixing of inks. (Article 6).
(d) “Premises”: The portion of the Building having an addressof 1942-1944SabreStreet,
Hayward, California, approximately as shown shadedon Exhibit A attachedhereto and
made a part hereof, deemed to contain 13,561 rentable square feet.
(e) “Commencement Date” or “CD”: The later to occur of: (i) June 1, 2021 and (ii) the
datethat Landlord makesthe Premises
Premisesavailable for Tenant’s occupancy.
(f) “Rent Commencement Date”: The date occurring two (2) months following the
Commencement
CommencementDate, subjectto the expressterms
express of Section4.04 hereof.
(g) “Expiration Date”: The last day of the month in which the third (3rd) anniversary of
the Rent Commencement Date shall occur (unless the Rent Commencement Date shall
occur on the ■rst day of a calendar month, in which event the Expiration Date shall be
the last day of the calendar month immediately precedingthe month in which the third
(3rd) anniversary of the Rent Commencement Date shall occur), or such earlier date that
the Term of this Leaseshall expire or otherwiseterminate pursuantto the terms hereof or
pursuant to law
(h) “Lease Year”: As de■nedin Article 3 herein.
0) “Base Rent”: Shall be de■ned and paid as follows:
JA
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Monthly Annual
Months Base Rent Base Rent
CD throughthedayprecedingthe
preceding 1St
precedingthe $12,476.12 $149,713.441
anniversary of the CD
1Stanniversaryof CD throughtheday $12,850.40 $154,204.80
preceding the 211d
anniversary of the CD
211d
anniversaryof CD throughtheday $13,235.92 $158,831.04
preceding the 3rdanniversary of the CD
3rd anniversaryof CD throughthe $13,632.992
Expiration Date
(j) “Security Deposit”: $25,000.00(Article 27)
(k) “Term”: The approximately thirty-eight (38) month period commencing on the
Commencement Date and ending on the Expiration Date, as more particularly described
in Article 3 of this Lease.
(1) “Brokers”: Colliers International, acting on behalf of Landlord and Tenant. (Article 29)
(m) “Landlord’s Notice Address”: Treeview Industrial I LLC
c/o Treeview Real Estate Advisors LP
1600 John F. Kennedy Boulevard, Suite 1010
Philadelphia, Pennsylvania 19103
Attention: Ms. TeresaTsai (Article 30)
and
Colliers International REMS (CA) Inc.
225 West Santa Clara Street, 10th Floor, Suite 1000
San Jose, California 95113
Attention: Jill Collins (Article 30)
(n) “Landlord’s Rent Payment Address”:
Electronic pavments (wire or ACH):
Account Name: Treeview Industrial I LLC, as Borrower, for the bene■t
of JP Morgan Chase Bank, National Association, as
Lender, pursuant to Loan Agreement dated as of July 6,
2017 —Lockbox
— Account
Account Number: 409—073—2496
Bank Name: Wells Fargo Bank, NA.
Bank ABA #: 121-000-248
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The annual Base Rent for this period is subject to credit pursuant to the express terms of Section 4.04 hereof.
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The annual Base Rent for this period is payable for less than a full calendar year.
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M:
Treeview Industrial I LLC
PO BOX 936346
Atlanta, GA 31 193—6346
Overnight Mailing Address:
Treeview Industrial I LLC
Attn: Lockbox 936346
3585 Atlanta Avenue
Hapeville, GA 30354-1705
(0) “Tenant’s Notice Address”: GSO Printing, LLC at the Premises (Article 30)
(p) “Tenant’s Share”: 16.172% (Article 81
ARTICLE 2
DEMISE
Landlord hereby dernises and leases to Tenant, and Tenant leases, rents, and agrees to accept
from Landlord, the Premises, upon the terms and conditions set forth in this Lease. Notwithstanding
anything to the contrary contained in this Lease, all parts (except surfaces facing the interior of the
Premises) of all walls, windows and doors bounding the Premises (including exterior Building walls, core
corridor walls, doors and entrances), all balconies, terraces and roofs adjacent to the Premises, all space in
or adjacent to the Premises used for shafts, stacks, Stairways, chutes, pipes, conduits, ducts, fan rooms,
heating, air conditioning, ventilating, plumbing, electrical, telecommunication and other mechanical
facilities, closets, service closets and other facilities serving the Building or the Property, and the use
thereof, as well as access thereto through the Premises for the purposes of operation, maintenance,
alteration and repair, are hereby reserved to Landlord.
ARTICLE 3
TERM: DELIVERY; EARLY ACCESS: RENEWAL OPTION
Section 3.01 - Term; Lease Year.
The Term shall commence on the Commencement Date and, unless sooner terminated or
extended as provided in this Lease, shall terminate on the Expiration Date. Landlord shall not be liable
for failure to give possessionof the Premises to Tenant on any specific date and the validity of this Lease
shall not be impaired under such circumstances, nor shall the same be construed to extend the Term of
this Lease unless Landlord shall elect to do so, in Landlord’s sole discretion; however the Base Rent shall
be abated until possession of the Premises is delivered to Tenant. Promptly after the Commencement
Date and Landlord’s request therefor, Landlord and Tenant will execute an agreement stating, among
other things, the Commencement Date, the Rent Commencement Date and the Expiration Date of the
Term of this Lease substantially in the form attachedhereto as Exhibit B and made a part hereof. Tenant's
failure or refusal to sign the sameshall in no event affect the designation of such datesby Landlord.
Section 3.02 - Early Access. If the existing tenant of the Premises shall vacate and surrender the
Premises to Landlord prior to the Commencement Date, Tenant or its agents, employees or contractors
may enter the Premises prior to the Commencement Date to perform the Improvement Work (as
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hereinafter de■ned),including, without limitation, to install Tenant’s furniture and fixtures, provided that
such work in no way interferes with any work being performed by or on behalf of Landlord at the
Property and such entry shall be deemedto be under all of the terms, covenants, conditions and provisions
of this Lease, except the covenant to pay Base Rent and Tenant’s Shareof Operating Expensesand Taxes.
Notwithstanding the foregoing, for and in consideration of such early access,if applicable, Tenant shall
pay for its share of jointly metered utilities, such as water/sewer and common area electric, commencing
on the date this Lease is mutually executed by the parties hereto. In the event Landlord, in its sole
discretion, determines that the performance by Tenant or any of its employees, agents or contractors of
any of the Improvement Work is impeding or impairing in any way the performance of any of Landlord's
work at the Property or the managementor operation of any portion thereof, then, upon notice to Tenant,
Tenant shall ceaseor cause the cessation of all such Improvement Work until the receipt of noti■cation
from Landlord that Tenant may once again enter the Premisesin order to perform the Improvement Work.
Section 3.03 - Renewal Option. Tenant shall have the right to extend the Term of this Lease for
a single period of three (3) years (the “Renewal Term”), provided that Tenant shall notify Landlord, in
writing, at least nine (9) months but not more than twelve (12) months prior to the Expiration Date of
Tenant's intention to exercise such option, and provided further that, both at the time of notice of such
renewal and on the commencement date of the Renewal Term, (a) Tenant is not in default hereunder
beyond any applicable notice or cure periods, (b) Tenant has fully complied with all terms and conditions
of this Lease, and (c) Tenant is in occupancy of the Premises, is open and conducting business in the
Premises and has not subleasedthe Premises or any part thereof or assigned this Lease. Time is of the
essence with respect to the giving of such notice. The Renewal Term shall commence on the day
immediately following the Expiration Date and shall expire on the third (3rd)anniversary thereof unless
the Renewal Term shall sooner end pursuant to any of the terms, covenants or conditions of this Lease or
pursuant to law. The terms and conditions of the Renewal Term shall be the same as the terms and
conditions of this Lease, except that: (i) Tenant shall have no further right of renewal after the expiration
of the Renewal Term, or if Tenant shall fail to exercise the option to extend for the Renewal Term strictly
in accordance with the terms of this Section; and (ii) the Base Rent payable during the Renewal Term
shall be the Prevailing Market Rate for the Premises as determined below. Landlord shall provide Tenant
with a written proposal setting forth its determination of the Prevailing Market Rate for the Premises for
the Renewal Term within thirty (30) days of receipt of Tenant’s notice to extend. Tenant shall have ten
(10) days from its receipt of Landlord’s proposal to either accept such proposal or to not extend the Term
of this Lease. The “Prevailing Market Rate” shall mean the then prevailing market rate for new leases
and lease renewals and extensions in the Building and in similar buildings in the vicinity of the Building
comparable to this Lease and the Premises, which shall be determined by Landlord based on all factors
Landlord deemsrelevant in its sole but reasonablediscretion. If Landlord and Tenant are unable to agree
upon the Prevailing Market Rate for the Renewal Term within ten (10) days after Tenant‘s receipt of
Landlord’s proposal, time being of the essence,then Tenant’s exercise of the option for the Renewal
Term shall be null and void and of no further force and effect. Tenant’s rights and privileges described in
this Section 3.03 are personal to the specific party originally identi■ed as the “Tenant” under this Lease
and may not be assigned, transferred or otherwise conveyed, without Landlord’s prior written consent,
which consent Landlord may grant or withhold in its sole and absolute discretion. If Tenant subleases
any portion of the Premises or assigns or otherwise transfers any interest under this Lease prior to the
exercise of the renewal option contained herein (whether with or without Landlord’s consent), then such
renewal option shall be null and void and of no further force and effect without further act or instrument.
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ARTICLE 4
RENTAL
Section 4.01 - Rental. The rents reserved under this Lease (collectively, the “Rental”) shall
consist of Base Rent and all other sums that are due and payable by Tenant to Landlord under this Lease,
including, without limitation, all amounts payable by Tenant under Article 8 herein (collectively,
“Additional Rent”). Tenant shall pay all Rental in lawful money of the United States to Landlord at
Landlord’s Rent Payment Address via ACH or wire transfer as set forth hereinabove, or at such other
place or in such other manner as Landlord may designatein writing from time to time, without any notice,
deduction, reduction, abatement, recoupment or set-off whatsoever.
Section 4.02- B—ase Rent. Throughout the Term, Tenant shall pay to Landlord the annual Base
Rent as set forth 1n Section 1.011i) 1n twelve (12) equal monthly installments on the ■rst day of each
calendar month throughout the Term, in advance, without any notice or demand therefor and prorated on
the basis of a thirty (30) day month for any partial calendar month during the Term. Base Rent payable
for the ■rst full calendar month following the Commencement Date shall be paid by Tenant to Landlord
together with Tenant’s execution and delivery of this Lease.
Section 4.03 —Interest and Late Chargg If Tenant shall fail to pay any Rental when due,
Tenant shall pay to Landlord, as Additional Rent, interest on the unpaid Rental at the rate of the lower of
(such lower rate being herein referred to as the “Default Rate”): (a) eighteen (18%) percent per annum
and (b) the highest rate per annum chargeable to Tenant pursuant to law, from the date due until the date
paid. In addition, if Tenant shall fail to pay when due any Rental within ■ve (5) days of the date due, then
Tenant shall pay to Landlord, as Additional Rent, a late charge equal to ■ve (5%) percent of the unpaid
Rental plus attorneys fees incurred by Landlord by reason of Tenant’s failure to timely pay Rental, as an
agreed and liquidated amount as compensation for Landlord’s additional administrative expensesrelating
to such late payment. The provisions of this Section are in addition to any other remedies available to
Landlord with respect to non-payment of Rental.
Section 4.04 - Credit. Notwithstanding anything to the contrary contained in this Lease,
provided that this Lease is in full force and effect and Tenant is not in default hereunder, Tenant shall be
entitled to a credit against the Base Rent and the Additional Rent for Operating Expenses and Taxes for
the period commencing on the Commencement Date and ending two (2) months thereafter (the “Rent
Credit Period”). During theRentCreditPeriod,Tenantshallotherwisebe
otherwise requiredto complywith all of
otherwisebe
the other terms, covenants and conditions of this Lease on Tenant’s part to be observed and performed,
including, but not limited to, the obligation to make all other payments of Additional Rent hereunder. If
at any time during the Term, Tenant shall be in default in the observance and performance of any term,
covenant or condition of this Lease on Tenant’s part to be observed and performed, then, in addition to all
other damagesand remedies to which Landlord may be otherwise entitled, Landlord shall also be entitled
to the repayment in full of all Rental which has theretofore been allowed as a credit under the provisions
of this Lease, which repayment Tenant shall make promptly following demand therefor.
Section 4.05 - Failure to Pay. If an Event of Default occurs, Landlord may require that all
subsequentRental payments be made by wire transfer or by an automatic payment from Tenant’s bank
account to Landlord’s account, without cost to Landlord. Landlord shall have no obligation to accept less
than the full amount of any installment of Rental which is due and owing by Tenant to Landlord, and if
Landlord shall accept less than the full amount owing, Landlord may apply the sums received towards
any of Tenant’s obligations at Landlord’s discretion. Landlord’s failure to timely bill Tenant shall in no
way excuse Tenant from its payment obligations or constitute a waiver of Landlord’s entitlement to any
chargesnot timely billed by Landlord.
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ARTICLE 5
CONDITION OF PREMISES
Tenant has examined and inspected the Premises, the Building and the Property and the
respective physical condition thereof. Landlord has not made and does not make any representationsas to
the physical condition or any other matter affecting or relating to the Premises, the Building or the
Property, and Tenant specifically acknowledges that no such representations have been made. Tenant
hereby acknowledges that Landlord has afforded Tenant the opportunity for a full and complete
investigation, examination, and inspection of the Premises, the Building and the Property and, on the
Commencement Date, Tenant agreesto accept the Premises, the Building and the Property (including all
building and mechanical systems serving same)in broom clean condition but otherwise "as is" on the date
hereof, with all faults, Landlord shall not be required to perform any work or render any service to make
the Premises, the Building or the Property ready or suitable for Tenant's use and occupancy, AND
TENANT WAIVES ANY IMPLIED WARRANTY OF SUITABILITY, HABITABILITY,
MERCHANTABILITY OR OTHER IMPLIED WARRANTIES THAT LANDLORD WILL
MAINTAIN OR REPAIR THE PREMISES OR ITS APPURTENANCESEXCEPT AS MAY BE
CLEARLY AND EXPRESSLY PROVIDED IN THIS LEASE. Notwithstanding the foregoing, Landlord
agrees,at its sole cost and expenseand without charge to Tenant, to paint the interior walls of the of■ce
space within the Premises “white” in a Building Standard manner (collectively, “Landlord’s Work”).
Tenant acknowledges that Landlord may perform Landlord’s Work after the Commencement Date and
after the date Tenant takes possessionof the Premises. Accordingly, Tenant agreesnot to interfere with,
and agrees to cooperate with Landlord during, the performance of Landlord’s Work and Tenant hereby
waives any claims arising from the performance or completion of Landlord’s Work in the Premises,
including, without limitation, any claim arising from any delay in the performance of the Improvement
Work, if any, and/or any interruption to Tenant’ s businessin connection therewith.
ARTICLE 6
USE AND OPERATION OF THE PREMISES
Section 6.01 - Use. Tenant shall use the Premises during the Term for the Permitted Use and
for no other use or purpose whatsoever. Tenant shall diligently operate Tenant’s business in the Premises
for the Permitted Use in a ■rst class manner.
Section6.02- ComplianceWith Laws. Tenant,at its solecost,shallpromptly comply with all
present and future laws, statutes, codes, ordinances, rules, regulations, judgments, orders, writs or decrees
of any governmental authority having jurisdiction over the Premises affecting or applicable to the
Premises or to the use or occupancy thereof or the business conducted therein, including, without
limitation, The Americans With Disabilities Act of 1990, as amended (collectively, "Laws"), whether or
not any such Laws are foreseen or unforeseen, ordinary or extraordinary, shall necessitate Structural or
Exterior Changes(as hereinafter de■nedin Section 12.01) or shall interfere with the use and enjoyment of
the Premises. Tenant shall deliver to Landlord true and complete copies of any and all permits, licenses,
inspection and/or certi■catesrequired for the lawful conduct of Tenant's businessin the Premises. Tenant
shall obtain at its sole cost, all licenses, permits, and certificates (including temporary and permanent
certificates of occupancy) required in connection with Tenant’s Changes and the operation of Tenant’s
business. Upon Landlord’s written request, Tenant shall deliver to Landlord true and complete copies of
any and all such licenses, permits and certificates. Tenant shall reasonably cooperate with any effort to
obtain LEED, Green Globes, Energy Star (or similar) certi■cation for the Building. Tenant, at its sole
cost, shall comply with any and all provisions, recommendations and requirements of (i) any national or
local Board of Fire Underwriters (or other similar body) having jurisdiction over the Premises and (ii) any
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insurance policy(ies) covering or applicable to the Premises or the Property and any issuer(s) of such
insurance policy(ies) (collectively, “Insurance Requirements”).
Section 6.03 - Manner of Use. In no event shall the Premises or any portion thereof be used:
(a) in violation of any Laws, Insurance Requirements or the certi■cate of occupancy or other licenses or
certificates covering the Premises; (b) in a manner which createsor permits a nuisance or trespass;(c) in a
manner which produces or transmits soundsaudible outside the Premises; (d) in a manner which obstructs
or encumbers the sidewalks or any other portion of the Common Area; (e) in a hazardous or wasteful
manner, (f) in a manner which exceedsthe ■oor load which such ■oor was designed, or is permitted by
Laws, to carry; (g) in any manner which causesor permits any noise, odors, fumes, dust or vapors to be
dispelled from the Premises; (h) for any form of assignation or lewdness, or any form of establishment
employing partially or totally nude entertainers, employees, waiters or waitresses, or any usage as an
adult entertainment facility, massageparlor, bathhouse, or facility which caters to the prurient sale of
books, magazines,other periodicals, or sex-centeredobjects; (i) for any retail or manufacturing purposes,
(j) in any other manner which, in Landlord’s reasonable judgment, adversely affects the character,
operation, reputation or appearanceof the Property, and (k) for the sale or use of any alcoholic beverages.
Tenant shall not use or operate the Premises in any manner that will cause the Property or any portion
thereof not to conform with Landlord’s sustainability practices or the certification of the Building issued
pursuant to the applicable Green Building Standard (as hereinafter defined).
Section 6.04 - Refuse and Pests. Tenant shall, at its sole cost and expense, maintain the
Premises in a clean, safe and sanitary condition. Tenant shall keep all garbage, trash or other refuse in
sealed metal or water-tight rubber plastic containers which are rat-proof and shall remove and dispose of
such garbage, trash, rubbish and refuse from the Premises each day that the Premises are open for
business to the disposal area designated by Landlord and otherwise in accordance with all applicable
Laws, including any recycling Laws. Tenant shall separately contract with a trash removal contractor
approved by Landlord for the removal and disposal of Tenant’s rubbish and trash from the Premises and
shall be responsible for all chargesrelating to all trash removal. Tenant shall keep the Premisesfree from
all pests, insects and vermin and shall arrange for appropriate extermination at Tenant’s expense on a
regular basis or at more frequent intervals to the extent Landlord reasonably determines a need for the
same. Tenant acknowledges that Landlord has advised Tenant that the Building and the Property do not
have a concrete apron. Therefore, if Tenant desires to bring any trash or recycling containers to the
Building or the Property, Tenan
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Kevin P. Montee, Esq., State Bar No. 223822 1 MONTEE LAW FIRM, APC 1250-I Newell Ave., Suite 149 2 Walnut Creek, California 94596 Telephone: 925/979-5579 3 Facsimile: 925/955-1648 kmontee@monteefirm.com 4 Attorneys for Plaintiff 5 BCORE Forest Logistics CA Owner LLC 6 7 8 SUPERIOR COURT OF THE STATE OF CALIFORNIA 9 IN AND FOR THE COUNTY OF ALAMEDA 10 UNLIMITED JURISDICTION 11 BCORE FOREST LOGISTICS CA OWNER No. 12 LLC, UNLAWFUL DETAINER COMPLAINT 13 Plaintiff, 14 vs. 15 GSO PRINTING, LLC; and DOES 1-25, 16 Defendants. / 17 18 Plaintiff BCORE FOREST LOGISTICS CA OWNER LLC, alleges as follows: 19 1. At all times mentioned herein, Plaintiff BCORE FOREST LOGISTICS CA 20 OWNER LLC (“BCORE,” “Plaintiff” and/or “Landlord”) was and now is a Delaware limited 21 liability company in good standing and qualified to do business in California. BCORE is the owner 22 of premises commonly known as 1942 Sabre St., Hayward, CA 94545 (the “Premises”). 23 2. Plaintiff is informed and believes and thereon alleges that at all relevant times 24 mentioned herein, Defendant GSO PRINTING, LLC (“GSO” or “Tenant” or “Defendant”) is a 25 California limited liability company residing and/or doing business in the City of Hayward, County 26 of Alameda, State of California. 27 // 28 MONTEE LAW FIRM, APC 1250-I Newell Ave., Suite 149 Walnut Creek, California 94596 -1- UNLAWFUL DETAINER COMPLAINT 1 3. The true names and capacities, whether individual, corporate, associate or 2 otherwise, of the Defendants named herein as DOES 1 through 25, inclusive, are unknown to 3 Plaintiff, who therefore sues said Defendants by such fictitious names pursuant to California Code 4 of Civil Procedure (“Code Civ. Proc.”) § 474. Plaintiff will amend this Complaint to show true 5 names and capacities when Plaintiff has ascertained such true names and capacities. Plaintiff is 6 informed and believes and thereon alleges that all Defendants sued herein as DOES are in some 7 manner responsible for the acts herein alleged and may claim some possessory right to the 8 Premises. 9 4. At all relevant times mentioned herein, each of the Defendants, including the 10 Defendants named as DOES herein, were the alter egos, agents, predecessors, successors, parent 11 companies, affiliates and/or employees of each of the remaining Defendants, and in doing the 12 things described herein, was acting within the course and scope of his, her, or its authority as such 13 agent, employee, alter-ego and/or other capacity, and each Defendant has ratified and approved the 14 acts of his, her or its agents, employees and/or alter-ego. 15 5. Plaintiff is the Landlord by assignment under the Agreement of Lease for the 16 Premises dated June 9, 2021, and thereafter amended on August 18, 2023 (collectively, the 17 “Lease”), between Treeview Industrial 1 LLC (“Original Landlord”) later assigned to BCORE and 18 GSO as tenant. A true and correct copy of the Lease is attached hereto as Exhibit A and is 19 incorporated herein by this reference. By the provisions of the Lease, Tenant leased the Premises 20 from Plaintiff. 21 6. Tenant entered into, and continues in, possession of the Premises pursuant to the 22 Lease and operates a commercial business thereon. 23 7. The fixed term of the Lease is not scheduled to expire until August 31, 2024. 24 8. Pursuant to the Lease, including Section 1.1(i) and Article 4 of the Original Lease 25 and Paragraph 5 of the First Amendment, at all times relevant hereto Tenant was and is to pay 26 Monthly Base Rent (“Base Rent”) at the rate of $6,324.66 per month for the period between July 27 1, 2023, through June 30, 2024, and at the rate of $6,514.40 per month for the period between July 28 1, 2024, through August 31, 2024. MONTEE LAW FIRM, APC 1250-I Newell Ave., Suite 149 Walnut Creek, California 94596 -2- UNLAWFUL DETAINER COMPLAINT 1 9. Pursuant to Section 1.1(p) and Articles 4 & 8 of the Original Lease and Section 6 2 of the First Amendment, Tenant was and is to pay the Tenant’s Share of Operating Expenses and 3 Taxes, as those terms are defined in the Lease, in addition to any other amounts owed under the 4 Lease (“Additional Rent”). At all times relevant hereto, Tenant was and is obligated to pay 5 Additional Rent at the rate of $2,570.00 for December 1, 2023, through December 31, 2023, and 6 at the rate of $2,788.95 per month for the period of January 1, 2024, forward until re-estimated by 7 Landlord. 8 10. Pursuant to the Lease including but not limited to Section 7 of the First Amendment, 9 Tenant was and is to pay the Monthly Reduction Consideration and Unpaid Rent Payment, as those 10 terms are defined in the Lease (“Unpaid Rent Payment”). At all times relevant hereto, Tenant was 11 and is obligated to pay the Monthly Rent Payment at the rate of $4,181.00 per month for the period 12 of September 1, 2023, through August 1, 2024. (Base Rent, Unpaid Rent Payment, and Additional 13 Rent are sometimes collectively referred to as “Rent”). 14 11. Pursuant to the Lease, including but not limited to Article 4 of the Original Lease, 15 Tenant was and is obligated to pay Rent without notice, deduction, reduction, abatement, 16 recoupment or offset on or before the first day of each month. 17 12. Tenant breached its obligations and as of approximately April 12, 2024, Tenant 18 owed an estimated $55,246.68, being a portion or all of the estimated Base Rent in the estimated 19 amount of $6,324.66 per month for the period of December of 2023 through April of 2024 (totaling 20 an estimated $31,623.30 in Base Rent for this period), plus Monthly Reduction Consideration and 21 Unpaid Rent Payment in the estimated amount of $4,181.00 per month for the period of December 22 of 2023 through April of 2024 (totaling an estimated $20,905.00 in Monthly Reduction 23 Consideration and Unpaid Rent Payment for that period), plus Tenant’s Share of Taxes and 24 Operating Expenses Additional Rent in the combined estimated amount of $2,570.00 for December 25 of 2023 and in the estimated amount of $2,788.95 per month for the period of January of 2024 26 through April of 2024 (totaling an estimated $13,725.80 in Tenant’s Share of Taxes and Operating 27 Expenses Additional Rent for those periods), less partial payments and/or credits toward the above 28 amounts totaling an estimated $11,007.42. MONTEE LAW FIRM, APC 1250-I Newell Ave., Suite 149 Walnut Creek, California 94596 -3- UNLAWFUL DETAINER COMPLAINT 1 13. Due to Tenant’s failure to pay the Rent, Plaintiff served upon Tenant a 3-Business 2 Day Notice to Pay Rent or Quit (“Notice to Pay or Quit”). A true and correct copy of the Notice 3 to Pay or Quit served is attached hereto as Exhibit B and incorporated herein by reference. 4 14. The Notice to Pay or Quit was served on Tenant in the manner provided in the 5 Lease, and pursuant to Code of Civil Procedure § 1162, on or about April 12, 2024, by delivering 6 a copy of the Notice to Pay or Quit to Raquel “Doe” as the person in charge for Tenant at the 7 Premises, and by mailing a copy of the Notice to Pay or Quit via certified mail (return receipt 8 requested) as well as first class mail to all of the addresses listed on the Notice to Pay or Quit. The 9 period stated in the Notice to Pay or Quit expired at the latest on April 30, 2024, and Tenant failed 10 to comply with the requirements of the Notice to Pay or Quit by that date. 11 15. All facts stated in the Notice to Pay or Quit are true. 12 16. The Notice to Pay or Quit included an election of forfeiture. 13 17. Pursuant to the Lease, Plaintiff has performed each and every obligation on its part 14 to be performed. 15 18. The Lease provide that in the event Landlord institutes an action or proceeding in 16 Court to enforce any of the terms of the Lease, the Landlord shall be entitled to a reasonable sum 17 of attorneys’ fees and costs. Tenant has breached the Lease in the manner set forth herein, and 18 Plaintiff has been compelled to commence litigation to enforce its rights thereunder, and has 19 retained the law firm of Montee Law Firm, APC as its attorneys for those purposes. 20 19. The fair rental value of the Premises is at least $299.63 per day. 21 20. Plaintiff is entitled to immediate possession of the Premises. 22 Wherefore Plaintiff prays for judgment as follows: 23 1. That Plaintiff is awarded possession of the Premises; 24 2. For estimated past due Rent of $55,246.68 through April 30, 2024; 25 3. For forfeiture of the Lease; 26 4. For damages at the rate of $299.63 for each day Tenant remains in possession of the 27 Premises through entry of judgment from and after May 1, 2024. 28 5. For costs and reasonable attorneys’ fees; and MONTEE LAW FIRM, APC 1250-I Newell Ave., Suite 149 Walnut Creek, California 94596 -4- UNLAWFUL DETAINER COMPLAINT 1 6. For such other and further relief as the Court deems proper. 2 Date: May 3, 2024 MONTEE LAW FIRM, APC 3 4 By:____________________________________ Kevin P. Montee 5 Attorneys for Plaintiff BCORE Forest Logistics CA Owner LLC 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 MONTEE LAW FIRM, APC 1250-I Newell Ave., Suite 149 Walnut Creek, California 94596 -5- UNLAWFUL DETAINER COMPLAINT EXHIBIT A AGREEMENT OF LEASE between TREEVIEW INDUSTRIAL I LLC, a Delawarelimited liability company,Landlord and GSO PRINTING, LLC, a California limited liability company,Tenant Premises: 1942-1944 Sabre Street Building: 1942-1956SabreStreet Hayward, California Date: As of 3 Q, ,2021 Q:\Treeview\1942 SabreSt., Hayward, CA\GSO Printing\Lease dft2.doc TABLE OF CONTENTS ARTICLE 1 BASIC DATA AND DEFINITIONS ARTICLE 2 DEMISE ARTICLE 3 TERM; DELIVERY; EARLY ACCESS; RENEWAL OPTION .....................................5 ARTICLE 4 RENTAL ARTICLE 5 CONDITION OF PREMISES ARTICLE 6 USE AND OPERATION OF THE PREMISES ARTICLE 7 COMIVION AREA 10 ARTICLE 8 OPERATING EXPENSES AND TAX ESCALATION 11 ARTICLE 9 UTILITIES AND SERVICES 13 ARTICLE 10 PARKING 14 ARTICLE 11 MAINTENANCE AND REPAIRS 14 ARTICLE 12 TENANT’S CHANGES 15 ARTICLE 13 SIGNS 18 ARTICLE 14 INSURANCE AND INDEMNITY 19 ARTICLE 15 CASUALTY 22 ARTICLE 16 EMINENT DOMAIN 23 ARTICLE 17 ASSIGNMENT AND SUBLETTING ARTICLE 18 EVENTS OF DEFAULT 26 ARTICLE 19 REMEDIES 28 ARTICLE 20 WAIVERS 31 ARTICLE 21 INDEMNIFICATION 31 ARTICLE 22 ESTOPPELS, ATTORNMEN T AND SUBORDINATION .......................................... 32 ARTICLE 23 CURING TENANT’S DEFAULTS 33 ARTICLE 24 ACCESS 33 Q:\Treeview\1942SabreSL, SabreSL, Hayward,CA\GSOPrinting■xasedft2.doc xase xasedft2.doc ARTICLE 25 TENANT’S PROPERTY 34 ARTICLE 26 HOLDING OVER 34 ARTICLE 27 SECURITY DEPOSIT 35 ARTICLE 28 LANDLORD’S LIABILITY 35 ARTICLE 29 BROKER 36 ARTICLE 30 NOTICES 36 ARTICLE 31 MISCELLANEOUS 36 ARTICLE 32 CONTRACTUAL LANDLORD’S LIEN. 40 ARTICLE 33 ROOFTOP SOLAR PANELS 40 EXHIBITS Exhibit A— Site Plan Exhibit B— Commencement Date Agreement Exhibit C— Surrender Conditions Exhibit D— Insurance Schedule Exhibit E— Rules and Regulations Q:\Treeview\1942SabreSL, SabreSL, Hayward,CA\GSOPrinting■xasedft2.doc xase xasedft2.doc THIS LEASE (this “Lease”) is made as of the Tday of iwob , 2021 by and between TREEVIEW INDUSTRIAL I LLC, a Delaware limited liability company, having an address c/o Treeview Real Estate Advisors LP, 1600 John F. Kennedy Boulevard, Suite 1010, Philadelphia, Pennsylvania 19103 (“Landlord”) and GSO PRINTING, LLC, a California limited liability company, havingits principalplaceof placeof place businessat VIM/VIM QJM 61/4417MWN‘L (“Tenant”) CkQ~15~15 WITNESSETH: ARTICLE 1 BASIC DATA AND DEFINITIONS Section 1.01 - Basic Data and De■nitions. The following sets forth basic data and, where appropriate,constitutesde■nitionsof the terms hereinafterlisted. (a) “Building”: The building, ■xtures, equipment and other improvements and appurtenancesnow or hereafterlocatedor erectedon the land having an address addressat 1942- 1956 Sabre Street, Hayward, California, agreed to contain 83,854 rentable square feet. (b) “Property”: The Building and the land appurtenantthereto appurtenant or upon which the Building is situatedidentified on the site plan attachedheretoand madea part hereof asExhibit A. (C) “Permitted Use”: Use solely for general-of■ce,warehouse ce,warehouse ce, useand light manufacturing in connection with Tenant’s printing business (i.e., operation of digital printing machines),subjectto the expressterms and conditions containedherein, and for no other use or purpose whatsoever. The Permitted Use expressly prohibits manufacturing and mixing of inks. (Article 6). (d) “Premises”: The portion of the Building having an addressof 1942-1944SabreStreet, Hayward, California, approximately as shown shadedon Exhibit A attachedhereto and made a part hereof, deemed to contain 13,561 rentable square feet. (e) “Commencement Date” or “CD”: The later to occur of: (i) June 1, 2021 and (ii) the datethat Landlord makesthe Premises Premisesavailable for Tenant’s occupancy. (f) “Rent Commencement Date”: The date occurring two (2) months following the Commencement CommencementDate, subjectto the expressterms express of Section4.04 hereof. (g) “Expiration Date”: The last day of the month in which the third (3rd) anniversary of the Rent Commencement Date shall occur (unless the Rent Commencement Date shall occur on the ■rst day of a calendar month, in which event the Expiration Date shall be the last day of the calendar month immediately precedingthe month in which the third (3rd) anniversary of the Rent Commencement Date shall occur), or such earlier date that the Term of this Leaseshall expire or otherwiseterminate pursuantto the terms hereof or pursuant to law (h) “Lease Year”: As de■nedin Article 3 herein. 0) “Base Rent”: Shall be de■ned and paid as follows: JA Q:\Treeview\ l 942 Sabre St, Hayward, CA\GSO Printing\Lease dft2.doc Monthly Annual Months Base Rent Base Rent CD throughthedayprecedingthe preceding 1St precedingthe $12,476.12 $149,713.441 anniversary of the CD 1Stanniversaryof CD throughtheday $12,850.40 $154,204.80 preceding the 211d anniversary of the CD 211d anniversaryof CD throughtheday $13,235.92 $158,831.04 preceding the 3rdanniversary of the CD 3rd anniversaryof CD throughthe $13,632.992 Expiration Date (j) “Security Deposit”: $25,000.00(Article 27) (k) “Term”: The approximately thirty-eight (38) month period commencing on the Commencement Date and ending on the Expiration Date, as more particularly described in Article 3 of this Lease. (1) “Brokers”: Colliers International, acting on behalf of Landlord and Tenant. (Article 29) (m) “Landlord’s Notice Address”: Treeview Industrial I LLC c/o Treeview Real Estate Advisors LP 1600 John F. Kennedy Boulevard, Suite 1010 Philadelphia, Pennsylvania 19103 Attention: Ms. TeresaTsai (Article 30) and Colliers International REMS (CA) Inc. 225 West Santa Clara Street, 10th Floor, Suite 1000 San Jose, California 95113 Attention: Jill Collins (Article 30) (n) “Landlord’s Rent Payment Address”: Electronic pavments (wire or ACH): Account Name: Treeview Industrial I LLC, as Borrower, for the bene■t of JP Morgan Chase Bank, National Association, as Lender, pursuant to Loan Agreement dated as of July 6, 2017 —Lockbox — Account Account Number: 409—073—2496 Bank Name: Wells Fargo Bank, NA. Bank ABA #: 121-000-248 1 The annual Base Rent for this period is subject to credit pursuant to the express terms of Section 4.04 hereof. 2 The annual Base Rent for this period is payable for less than a full calendar year. 4 Q:\Treeview\1942SabreSt, SabreSt, Hayward,CA\GSOPrinting■easedft2.doc ease easedft2.doc M: Treeview Industrial I LLC PO BOX 936346 Atlanta, GA 31 193—6346 Overnight Mailing Address: Treeview Industrial I LLC Attn: Lockbox 936346 3585 Atlanta Avenue Hapeville, GA 30354-1705 (0) “Tenant’s Notice Address”: GSO Printing, LLC at the Premises (Article 30) (p) “Tenant’s Share”: 16.172% (Article 81 ARTICLE 2 DEMISE Landlord hereby dernises and leases to Tenant, and Tenant leases, rents, and agrees to accept from Landlord, the Premises, upon the terms and conditions set forth in this Lease. Notwithstanding anything to the contrary contained in this Lease, all parts (except surfaces facing the interior of the Premises) of all walls, windows and doors bounding the Premises (including exterior Building walls, core corridor walls, doors and entrances), all balconies, terraces and roofs adjacent to the Premises, all space in or adjacent to the Premises used for shafts, stacks, Stairways, chutes, pipes, conduits, ducts, fan rooms, heating, air conditioning, ventilating, plumbing, electrical, telecommunication and other mechanical facilities, closets, service closets and other facilities serving the Building or the Property, and the use thereof, as well as access thereto through the Premises for the purposes of operation, maintenance, alteration and repair, are hereby reserved to Landlord. ARTICLE 3 TERM: DELIVERY; EARLY ACCESS: RENEWAL OPTION Section 3.01 - Term; Lease Year. The Term shall commence on the Commencement Date and, unless sooner terminated or extended as provided in this Lease, shall terminate on the Expiration Date. Landlord shall not be liable for failure to give possessionof the Premises to Tenant on any specific date and the validity of this Lease shall not be impaired under such circumstances, nor shall the same be construed to extend the Term of this Lease unless Landlord shall elect to do so, in Landlord’s sole discretion; however the Base Rent shall be abated until possession of the Premises is delivered to Tenant. Promptly after the Commencement Date and Landlord’s request therefor, Landlord and Tenant will execute an agreement stating, among other things, the Commencement Date, the Rent Commencement Date and the Expiration Date of the Term of this Lease substantially in the form attachedhereto as Exhibit B and made a part hereof. Tenant's failure or refusal to sign the sameshall in no event affect the designation of such datesby Landlord. Section 3.02 - Early Access. If the existing tenant of the Premises shall vacate and surrender the Premises to Landlord prior to the Commencement Date, Tenant or its agents, employees or contractors may enter the Premises prior to the Commencement Date to perform the Improvement Work (as 5 Q:\Treeview\1942SabreSt., SabreSt., Hayward,CA\GSOPrinting\1.ease Printing\1.ease dft2.doc hereinafter de■ned),including, without limitation, to install Tenant’s furniture and fixtures, provided that such work in no way interferes with any work being performed by or on behalf of Landlord at the Property and such entry shall be deemedto be under all of the terms, covenants, conditions and provisions of this Lease, except the covenant to pay Base Rent and Tenant’s Shareof Operating Expensesand Taxes. Notwithstanding the foregoing, for and in consideration of such early access,if applicable, Tenant shall pay for its share of jointly metered utilities, such as water/sewer and common area electric, commencing on the date this Lease is mutually executed by the parties hereto. In the event Landlord, in its sole discretion, determines that the performance by Tenant or any of its employees, agents or contractors of any of the Improvement Work is impeding or impairing in any way the performance of any of Landlord's work at the Property or the managementor operation of any portion thereof, then, upon notice to Tenant, Tenant shall ceaseor cause the cessation of all such Improvement Work until the receipt of noti■cation from Landlord that Tenant may once again enter the Premisesin order to perform the Improvement Work. Section 3.03 - Renewal Option. Tenant shall have the right to extend the Term of this Lease for a single period of three (3) years (the “Renewal Term”), provided that Tenant shall notify Landlord, in writing, at least nine (9) months but not more than twelve (12) months prior to the Expiration Date of Tenant's intention to exercise such option, and provided further that, both at the time of notice of such renewal and on the commencement date of the Renewal Term, (a) Tenant is not in default hereunder beyond any applicable notice or cure periods, (b) Tenant has fully complied with all terms and conditions of this Lease, and (c) Tenant is in occupancy of the Premises, is open and conducting business in the Premises and has not subleasedthe Premises or any part thereof or assigned this Lease. Time is of the essence with respect to the giving of such notice. The Renewal Term shall commence on the day immediately following the Expiration Date and shall expire on the third (3rd)anniversary thereof unless the Renewal Term shall sooner end pursuant to any of the terms, covenants or conditions of this Lease or pursuant to law. The terms and conditions of the Renewal Term shall be the same as the terms and conditions of this Lease, except that: (i) Tenant shall have no further right of renewal after the expiration of the Renewal Term, or if Tenant shall fail to exercise the option to extend for the Renewal Term strictly in accordance with the terms of this Section; and (ii) the Base Rent payable during the Renewal Term shall be the Prevailing Market Rate for the Premises as determined below. Landlord shall provide Tenant with a written proposal setting forth its determination of the Prevailing Market Rate for the Premises for the Renewal Term within thirty (30) days of receipt of Tenant’s notice to extend. Tenant shall have ten (10) days from its receipt of Landlord’s proposal to either accept such proposal or to not extend the Term of this Lease. The “Prevailing Market Rate” shall mean the then prevailing market rate for new leases and lease renewals and extensions in the Building and in similar buildings in the vicinity of the Building comparable to this Lease and the Premises, which shall be determined by Landlord based on all factors Landlord deemsrelevant in its sole but reasonablediscretion. If Landlord and Tenant are unable to agree upon the Prevailing Market Rate for the Renewal Term within ten (10) days after Tenant‘s receipt of Landlord’s proposal, time being of the essence,then Tenant’s exercise of the option for the Renewal Term shall be null and void and of no further force and effect. Tenant’s rights and privileges described in this Section 3.03 are personal to the specific party originally identi■ed as the “Tenant” under this Lease and may not be assigned, transferred or otherwise conveyed, without Landlord’s prior written consent, which consent Landlord may grant or withhold in its sole and absolute discretion. If Tenant subleases any portion of the Premises or assigns or otherwise transfers any interest under this Lease prior to the exercise of the renewal option contained herein (whether with or without Landlord’s consent), then such renewal option shall be null and void and of no further force and effect without further act or instrument. Q:\Treeview\1942SabreSL, SabreSL, Hayward,CA\GSOPrin■ng■ease easedft2.doc ARTICLE 4 RENTAL Section 4.01 - Rental. The rents reserved under this Lease (collectively, the “Rental”) shall consist of Base Rent and all other sums that are due and payable by Tenant to Landlord under this Lease, including, without limitation, all amounts payable by Tenant under Article 8 herein (collectively, “Additional Rent”). Tenant shall pay all Rental in lawful money of the United States to Landlord at Landlord’s Rent Payment Address via ACH or wire transfer as set forth hereinabove, or at such other place or in such other manner as Landlord may designatein writing from time to time, without any notice, deduction, reduction, abatement, recoupment or set-off whatsoever. Section 4.02- B—ase Rent. Throughout the Term, Tenant shall pay to Landlord the annual Base Rent as set forth 1n Section 1.011i) 1n twelve (12) equal monthly installments on the ■rst day of each calendar month throughout the Term, in advance, without any notice or demand therefor and prorated on the basis of a thirty (30) day month for any partial calendar month during the Term. Base Rent payable for the ■rst full calendar month following the Commencement Date shall be paid by Tenant to Landlord together with Tenant’s execution and delivery of this Lease. Section 4.03 —Interest and Late Chargg If Tenant shall fail to pay any Rental when due, Tenant shall pay to Landlord, as Additional Rent, interest on the unpaid Rental at the rate of the lower of (such lower rate being herein referred to as the “Default Rate”): (a) eighteen (18%) percent per annum and (b) the highest rate per annum chargeable to Tenant pursuant to law, from the date due until the date paid. In addition, if Tenant shall fail to pay when due any Rental within ■ve (5) days of the date due, then Tenant shall pay to Landlord, as Additional Rent, a late charge equal to ■ve (5%) percent of the unpaid Rental plus attorneys fees incurred by Landlord by reason of Tenant’s failure to timely pay Rental, as an agreed and liquidated amount as compensation for Landlord’s additional administrative expensesrelating to such late payment. The provisions of this Section are in addition to any other remedies available to Landlord with respect to non-payment of Rental. Section 4.04 - Credit. Notwithstanding anything to the contrary contained in this Lease, provided that this Lease is in full force and effect and Tenant is not in default hereunder, Tenant shall be entitled to a credit against the Base Rent and the Additional Rent for Operating Expenses and Taxes for the period commencing on the Commencement Date and ending two (2) months thereafter (the “Rent Credit Period”). During theRentCreditPeriod,Tenantshallotherwisebe otherwise requiredto complywith all of otherwisebe the other terms, covenants and conditions of this Lease on Tenant’s part to be observed and performed, including, but not limited to, the obligation to make all other payments of Additional Rent hereunder. If at any time during the Term, Tenant shall be in default in the observance and performance of any term, covenant or condition of this Lease on Tenant’s part to be observed and performed, then, in addition to all other damagesand remedies to which Landlord may be otherwise entitled, Landlord shall also be entitled to the repayment in full of all Rental which has theretofore been allowed as a credit under the provisions of this Lease, which repayment Tenant shall make promptly following demand therefor. Section 4.05 - Failure to Pay. If an Event of Default occurs, Landlord may require that all subsequentRental payments be made by wire transfer or by an automatic payment from Tenant’s bank account to Landlord’s account, without cost to Landlord. Landlord shall have no obligation to accept less than the full amount of any installment of Rental which is due and owing by Tenant to Landlord, and if Landlord shall accept less than the full amount owing, Landlord may apply the sums received towards any of Tenant’s obligations at Landlord’s discretion. Landlord’s failure to timely bill Tenant shall in no way excuse Tenant from its payment obligations or constitute a waiver of Landlord’s entitlement to any chargesnot timely billed by Landlord. 7 Q:\Treeview\1942SabreSt, SabreSt, Hayward,CA\GSOPrinting\Lea.se Printing\Lea.se dft2.doc ARTICLE 5 CONDITION OF PREMISES Tenant has examined and inspected the Premises, the Building and the Property and the respective physical condition thereof. Landlord has not made and does not make any representationsas to the physical condition or any other matter affecting or relating to the Premises, the Building or the Property, and Tenant specifically acknowledges that no such representations have been made. Tenant hereby acknowledges that Landlord has afforded Tenant the opportunity for a full and complete investigation, examination, and inspection of the Premises, the Building and the Property and, on the Commencement Date, Tenant agreesto accept the Premises, the Building and the Property (including all building and mechanical systems serving same)in broom clean condition but otherwise "as is" on the date hereof, with all faults, Landlord shall not be required to perform any work or render any service to make the Premises, the Building or the Property ready or suitable for Tenant's use and occupancy, AND TENANT WAIVES ANY IMPLIED WARRANTY OF SUITABILITY, HABITABILITY, MERCHANTABILITY OR OTHER IMPLIED WARRANTIES THAT LANDLORD WILL MAINTAIN OR REPAIR THE PREMISES OR ITS APPURTENANCESEXCEPT AS MAY BE CLEARLY AND EXPRESSLY PROVIDED IN THIS LEASE. Notwithstanding the foregoing, Landlord agrees,at its sole cost and expenseand without charge to Tenant, to paint the interior walls of the of■ce space within the Premises “white” in a Building Standard manner (collectively, “Landlord’s Work”). Tenant acknowledges that Landlord may perform Landlord’s Work after the Commencement Date and after the date Tenant takes possessionof the Premises. Accordingly, Tenant agreesnot to interfere with, and agrees to cooperate with Landlord during, the performance of Landlord’s Work and Tenant hereby waives any claims arising from the performance or completion of Landlord’s Work in the Premises, including, without limitation, any claim arising from any delay in the performance of the Improvement Work, if any, and/or any interruption to Tenant’ s businessin connection therewith. ARTICLE 6 USE AND OPERATION OF THE PREMISES Section 6.01 - Use. Tenant shall use the Premises during the Term for the Permitted Use and for no other use or purpose whatsoever. Tenant shall diligently operate Tenant’s business in the Premises for the Permitted Use in a ■rst class manner. Section6.02- ComplianceWith Laws. Tenant,at its solecost,shallpromptly comply with all present and future laws, statutes, codes, ordinances, rules, regulations, judgments, orders, writs or decrees of any governmental authority having jurisdiction over the Premises affecting or applicable to the Premises or to the use or occupancy thereof or the business conducted therein, including, without limitation, The Americans With Disabilities Act of 1990, as amended (collectively, "Laws"), whether or not any such Laws are foreseen or unforeseen, ordinary or extraordinary, shall necessitate Structural or Exterior Changes(as hereinafter de■nedin Section 12.01) or shall interfere with the use and enjoyment of the Premises. Tenant shall deliver to Landlord true and complete copies of any and all permits, licenses, inspection and/or certi■catesrequired for the lawful conduct of Tenant's businessin the Premises. Tenant shall obtain at its sole cost, all licenses, permits, and certificates (including temporary and permanent certificates of occupancy) required in connection with Tenant’s Changes and the operation of Tenant’s business. Upon Landlord’s written request, Tenant shall deliver to Landlord true and complete copies of any and all such licenses, permits and certificates. Tenant shall reasonably cooperate with any effort to obtain LEED, Green Globes, Energy Star (or similar) certi■cation for the Building. Tenant, at its sole cost, shall comply with any and all provisions, recommendations and requirements of (i) any national or local Board of Fire Underwriters (or other similar body) having jurisdiction over the Premises and (ii) any Q:\Treeview\1942SabreSt., SabreSt., Hayward,CA\GSOPrinting\1.ease Printing\1.ease dft2.doc insurance policy(ies) covering or applicable to the Premises or the Property and any issuer(s) of such insurance policy(ies) (collectively, “Insurance Requirements”). Section 6.03 - Manner of Use. In no event shall the Premises or any portion thereof be used: (a) in violation of any Laws, Insurance Requirements or the certi■cate of occupancy or other licenses or certificates covering the Premises; (b) in a manner which createsor permits a nuisance or trespass;(c) in a manner which produces or transmits soundsaudible outside the Premises; (d) in a manner which obstructs or encumbers the sidewalks or any other portion of the Common Area; (e) in a hazardous or wasteful manner, (f) in a manner which exceedsthe ■oor load which such ■oor was designed, or is permitted by Laws, to carry; (g) in any manner which causesor permits any noise, odors, fumes, dust or vapors to be dispelled from the Premises; (h) for any form of assignation or lewdness, or any form of establishment employing partially or totally nude entertainers, employees, waiters or waitresses, or any usage as an adult entertainment facility, massageparlor, bathhouse, or facility which caters to the prurient sale of books, magazines,other periodicals, or sex-centeredobjects; (i) for any retail or manufacturing purposes, (j) in any other manner which, in Landlord’s reasonable judgment, adversely affects the character, operation, reputation or appearanceof the Property, and (k) for the sale or use of any alcoholic beverages. Tenant shall not use or operate the Premises in any manner that will cause the Property or any portion thereof not to conform with Landlord’s sustainability practices or the certification of the Building issued pursuant to the applicable Green Building Standard (as hereinafter defined). Section 6.04 - Refuse and Pests. Tenant shall, at its sole cost and expense, maintain the Premises in a clean, safe and sanitary condition. Tenant shall keep all garbage, trash or other refuse in sealed metal or water-tight rubber plastic containers which are rat-proof and shall remove and dispose of such garbage, trash, rubbish and refuse from the Premises each day that the Premises are open for business to the disposal area designated by Landlord and otherwise in accordance with all applicable Laws, including any recycling Laws. Tenant shall separately contract with a trash removal contractor approved by Landlord for the removal and disposal of Tenant’s rubbish and trash from the Premises and shall be responsible for all chargesrelating to all trash removal. Tenant shall keep the Premisesfree from all pests, insects and vermin and shall arrange for appropriate extermination at Tenant’s expense on a regular basis or at more frequent intervals to the extent Landlord reasonably determines a need for the same. Tenant acknowledges that Landlord has advised Tenant that the Building and the Property do not have a concrete apron. Therefore, if Tenant desires to bring any trash or recycling containers to the Building or the Property, Tenan