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HomeMy WebLinkAboutCC Resolution 10580 (1210 Fifth Ave Lease Agreement)RESOLUTION NO. 10580 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN RAFAEL AUTHORIZING THE EXECUTION OF A LEASE BETWEEN THE CITY OF SAN RAFAEL AND CITIBANK F.S.B., A FEDERAL SAVINGS BANK, BR.#309, FOR OFFICE SPACE IN ITS BUILDING LOCATED AT 1210 FIFTH AVENUE, FOR POLICE DEPARTMENT PERSONNEL. WHEREAS, the City of San Rafael Police Department currently needs additional office space and such space is not available at City Hall; and WHEREAS, CITYBANK has space available to lease in its building located at 1210 Fifth Avenue less than one block from City Hall; and WHEREAS, CITYBANK is willing to lease to City's Police Department space in its Fifth Avenue Building. NOW THEREFORE, THE CITY COUNCIL OF THE CITY OF SAN RAFAEL HEREBY RESOLVES AS FOLLOWS: The MAYOR and CITY CLERK are hereby authorized to execute, on behalf of the City of San Rafael, a lease between the City of San Rafael and CITIBANK F.S.B, BRANCH #309 for 4,801 square feet of office space on two floors of its building located at 1210 Fifth Avenue, San Rafael, California. The form of the Lease Agreement shall be subject to the review and approval of the City Attorney. I, JEANNE M. LEONCINI, Clerk of the City of San Rafael, hereby certify that the foregoing Resolution was duly and regularly introduced and adopted at a regular meeting of the City Council of said City held on the 18'h day of January, 2000, by the following vote, to wit; AYES: COUNCILMEMBERS: Cohen, Heller, Miller, Phillips & Mayor Boro NOES: COUNCILMEMBERS: None ABSENT: COUNCILMEMBERS: None i -y , JE NNE M. LEONCINI, City Clerk 000 �0 t STANDARD OFFICE LEASE 1. PARTIES. This Lease, dated as of r eu e ,<2000,r reference purposes only, is made by and between CITIBANK F.S.B., a Federal Saving banks, Branch No. 309 (herein called "Landlord") and THE CITY OF SAN RAFAEL (herein called "Tenant"). 2. PREMISES. Landlord does hereby lease to Tenant and Tenant hereby leases from Landlord that certain office space consisting of approximately 4,801 rentable square feet (of which 2,841 rentable square feet is located on the ground floor and 1960 rentable square feet is located on the second floor) (collectively, the "Premises") in the building located at 1210 Fifth Avenue, San Rafael, CA (the `Building"), the legal description of which is attached hereto as Exhibit "A". Said Lease is subject to the terms, covenants and conditions herein set forth and the Tenant covenants as a material part of the consideration for this Lease to keep and perform each and all f said terms, covenants and conditions by it to be kept and performed and that this Lease is made upon ti n o s 'd performance. 3. TERM; EXTENSION OPTION%The initial term (the "Initial ") this Lease shall be for three (3) years, commencing on Februaryl-, 2000 (the "Commencement Date") and ending on January 31, 2003. Tenant shall have two (2) successive options to extend the term of this Lease for one (1) year each (an "Extension Period"). Each of such options shall be exercised by giving Landlord written notice (Tenant's Extension Note) not less than one hundred eighty (180) days prior to the expiration of the then unexpired Initial Term or Extension Term, as the case may be, of Tenant's intent to exercise its option to extend the term of this Lease. Upon the timely giving of Tenant's Extension Notice within such one hundred eighty (180) day period, provided that no uncured default exists on the date of Tenant's Extension Notice and on the date on which the subject Extension Period commences, this Lease shall be renewed for the subject Extension Period. The terms and conditions of this Lease shall remain unchanged during all Extension Periods except that the rent payable during each Extension Period shall be as set forth in Section 6 hereof. 4. POSSESSION. If the Landlord, for any reason whatsoever, cannot deliver possession of the said Premises to the Tenant on the Commencement Date of the term hereof, this Lease shall not be void or voidable, nor shall Landlord be liable to Tenant for any loss or damage resulting therefrom, nor shall the expiration date of the Initial Term be in any way extended, but in that event, all rent shall be abated during the period between the Commencement Date of said term and the time when Landlord delivers possession. 5. HOLDING OVER. Any holding over after the expiration of the said term, with or without the express consent of Landlord, shall be construed as a tenancy from month to month, and shall be on the terms and conditions herein specified, so far as applicable. Such holding over shall not constitute an extension of this Lease. During such holding over, Tenant shall pay rent at one hundred twenty-five percent (125%) of the highest monthly rent paid during the term of the Lease, and shall provide Landlord with written notice at least one month in advance of the date of termination of such monthly tenancy of his intention to terminate such tenancy. 6. RENT. For each year of the term of this Lease, Tenant agrees to pay to Landlord as rental, without prior notice or demand, the sums indicated below, in advance, on or before the first day of each and every successive calendar month thereafter during the term hereof, except that the first month's rent shall bepaid upon the execution hereof. Rent for any period during the term hereof which is for less���*�J1J LA205603.2 2 011/21/2000bh FEB 9 - 2000 i 1 � be a prorated portion of the monthly installment herein, based upon a thirty (30) day month; provided, however, that Tenant shall not be obligated to pay rent for the three (3) month period beginning on the Commencement Date of the Initial Term and ending on April 30, 2000. Said rental shall be legal tender at the time of payment to Landlord. Period Monthly Rent Months 1 through 3: Free Months 4 through 12: $10,418.17 Months 13 through 24: $10,730.24 Months 25 through 36 $11,050.30 RENT DURING EXTENSION TERM: Period Monthly Rent / t� v Months 37 through 48: "fin Months 49 through 60: /�, X22 , �1q / 7. PREPAID RENT. Tenant has deposited with Landlord the sum of $20,836.34 as epaid rent. Provided that no uncured default then exists, Landlord shall apply (a) $10,418.17 of such prepaid rent to the rent due and payable by Tenant on May 1, 2000, and (b) $10,418.17 of such prepaid rent to the rent due and payable by Tenant on January 1, 2001. 8. USE. Tenant shall use the Premises for the administrative office purposes only for the City of San Rafael Police Department Investigation Division (which is comprised of law enforcement officers on rotation assignment as detectives). Under no circumstances shall the Premises be open to the general public. Tenant shall not use or permit the Premises to be used for any other purpose without the prior written consent of Landlord. Tenant shall not do or permit anything to be done in or about the Premises nor bring or keep anything therein which will in any way increase the existing rate of or affect any fire or other insurance upon the Building or any of its contents, or cause cancellation of any insurance policy covering said Building or any part thereof or any of its contents. Tenant shall not do or permit anything to be done in or about the Premises which will in any way obstruct or interfere with the rights of other tenants or occupants of the Building or injury or annoy them or use or allow the Premises to be used for any improper, immoral, unlawful or objectionable purpose, nor shall Tenant cause, maintain or permit any nuisance in, on or about the Premises. Tenant shall not commit or suffer to be committed any waste in or upon the Premises. 9. COMPLIANCE WITH LAW. Tenant shall not use the Premises or permit anything to be done in or about the Premises which will in any way conflict with any law, statute, ordinance or governmental rule or regulation now in force or which may hereafter be enacted or promulgated. Tenant shall, at its sole cost and expense, promptly comply with all laws, statutes, ordinances and governmental rules, regulations or requirements now in force or which may hereafter be in force, and with the requirements of any board of fire insurance LA205603.2 08523210002 01/21/2000 bh 2 underwriters or other similar bodies now or hereafter constituted, relating to, or affecting the condition, use or occupancy of the Premises, excluding structural changes not related to or affected by Tenant's improvements or acts. The judgement of any court of competent jurisdiction or the admission of Tenant in any action against Tenant in any action against Tenant, whether Landlord be a party thereto or not, that Tenant has violated any law, statute, ordinance or governmental rule, regulation or requirement, shall be conclusive of that fact as between the Landlord and Tenant. 10. ALTERATIONS AND ADDITIONS. Tenant shall not make or suffer to be made any alterations, additions or improvements to or of the Premises or any part thereof without the written consent of Landlord first had and obtained and any alterations, additions or improvements to or of said Premises, including, but not limited to, wall covering, paneling and built-in cabinet work, but excepting movable furniture and trade fixtures, shall, on the expiration of the term of this Lease become a part of the realty and belong to the Landlord and shall be surrendered with the Premises. In the event Landlord consents to the making of any alterations, additions or improvements to the Premises by Tenant, the same shall be made by Tenant at Tenant's sole cost and expense, and any contractor or person selected by Tenant to make the same must first be approved of in writing by the Landlord. Upon the expiration or sooner termination of the then current term of the Lease, Tenant shall, upon written demand by Landlord, given at least thirty (30) days prior to the end of the term, at Tenant's sole cost and expense, forthwith and with all due diligence remove any alterations, additions, or improvements made by Tenant, designated by Landlord to be removed, and Tenant shall, forthwith and with all due diligence at its sole cost and expense, repair any damage to the Premises caused by such removal. 11. REPAIRS. a. Tenant. By taking possession of the Premises, Tenant shall be deemed to have accepted the Premises as being in good, sanitary order, condition and repair, and hereby accepts the premises in "as -is" condition and repair. Tenant shall, upon the expiration of the term hereof or sooner termination of this Lease, surrender the Premises to the Landlord in good condition, ordinary wear and tear excepted. Landlord shall have no obligation whatsoever to alter, remodel, improve, repair, decorate or paint the Premises or any part thereof and the parties hereto affirm that Landlord has made no representations to Tenant respecting the condition of the Premises or the Building except as specifically herein set forth. b. Landlord. Landlord shall repair and maintain the structural portions of the Building, including the basic plumbing, air conditioning, heating, and electrical systems, installed or furnished by Landlord, unless such maintenance and repairs are caused in part or in whole by the act, neglect, fault or omission of any duty by the Tenant, its agents, servants, employees or invitees, in which case Tenant shall pay to Landlord the reasonable cost of such maintenance and repairs. Landlord shall not be liable for any failure to make any such repairs or to perform any maintenance unless such failure shall persist for an unreasonable time after written notice of the need of such repairs or maintenance is given to Landlord by Tenant. Except as provided in Article 21 hereof, there shall be no abatement of rent and no liability of Landlord by reason of any injury to or interference with Tenant's business arising from the making of any repairs, alterations or improvements in or to any portion of the Building or the Premises or in or to fixtures, appurtenances and equipment therein. Tenant waives the right to make repairs at Landlord's expense under any law, statute or ordinance now or hereafter in effect. LA205603.2 08523210002 01/21/2000 bh 3 12. LIENS. Tenant shall keep the Premises and the property in which the Premises are situated free from any liens arising out of any work performed, materials furnished or obligations incurred by Tenant. Landlord may require, at Landlord's sole option, that Tenant shall provide to Landlord, at Tenant's sole cost and expense, a lien and completion bond in an amount equal to one and one-half (11/2) times any and all estimated cost of any improvements, additions, or alterations in the Premises, to insure Landlord against any liability for mechanics' and materialmen's liens and to insure completion of the work. 13. ASSIGNMENT AND SUBLETTING. Tenant shall not either voluntarily or by operation of law assign, transfer, mortgage, pledge, hypothecate or encumber this Lease or any interest therein, and shall not sublet the said Premises or any part thereof, or any right or privilege appurtenant thereto, or suffer any other person (the employees, agents, servants and invitees of Tenant excepted) to occupy or use the said Premises, or any portion thereof, without the written consent of Landlord first had and obtained, which consent may be given or withheld in Landlord's sole discretion. Landlord's consent to one assignment, subletting, occupation or use by another person shall not be deemed to be a consent to any subsequent assignment, subletting, occupation or use by another person. Any such assignment or subletting without such consent shall be void, and shall, at the option of the Landlord, constitute a default under this Lease. 14. HOLD HARMLESS. Tenant shall indemnify and hold harmless Landlord against and from any and all claims arising from Tenant's use of Premises for the conduct of its business or from any activity, work, or other thing done, permitted or suffered by the Tenant in or about the Building, and shall further indemnify and hold harmless Landlord against and from any and all claims arising from any breach or default in the performance of any obligation on Tenant's part to be performed under the terms of this Lease, or arising from any act or negligence of the Tenant, or any officer, agent, employee, guest or invitee of Tenant, and from all and against all cost, attorney's fees, expenses and liabilities incurred in or about any such claim or any action or proceeding brought thereon, and, in any case, should any action or proceeding be brought against Landlord by reason of any such claim, Tenant upon notice from Landlord shall defend the same at Tenant's expense by counsel reasonably satisfactory to Landlord. Tenant as a material part of the consideration to Landlord hereby assumes all risk of damage to property or injury to persons, in, upon or about the Premises, from any cause other than Landlord's negligence, and Tenant hereby waives all claims in respect thereof against Landlord. Landlord or its agents shall not be liable for any damage to property entrusted to employees of the Building, nor for loss or damage to any property by theft or otherwise, nor for any injury to or damage to persons or property resulting from fire, explosion, falling plaster, steam, gas, electricity, water or rain which may leak from any part of the Building or from the pipes, appliances or plumbing works therein or from the roof, street or subsurface or from any other place resulting from dampness or any other cause whatsoever, unless caused by or due to the negligence of Landlord, its agents, servants or employees. Landlord or its agents shall not be liable for interference with the light or other incorporeal hereditament, loss of business by Tenant, nor shall Landlord be liable for any latent defect in the Premises or in the Building. Tenant shall give prompt notice to Landlord in case of fire or accidents in the Premises or in the Building or of defects therein or in the fixtures or equipment. 15. SUBROGATION. As long as their respective insurers so permit, Landlord and Tenant hereby LA205603.2 08523210002 01/21/2000 bh mutually waive their respective rights of recovery against each other for any loss insured by fire, extended coverage and other property insurance policies existing for the benefit of the respective parties. Each party shall obtain any special endorsements, if required by their insurer to evidence compliance with the aforementioned waiver. 16. LIABILITY INSURANCE. Tenant shall, at Tenant's expense, obtain and keep in force during the term of this Lease a policy of Combined Single Limit Bodily Injury and Property Damage Insurance insuring Landlord and Tenant against any liability arising out of the ownership, use, occupancy or maintenance of the Premises and all areas appurtenant thereto. Such insurance shall be in an amount not less than $1,000,000 per occurrence. The limit of said insurance shall not, however, limit the liability of the Tenant hereunder. Tenant may carry said insurance under a blanket policy, providing, however, said insurance by Tenant shall have a Landlord's protective liability endorsement attached thereto. If Tenant shall fail to procure and maintain said insurance, Landlord may but shall not be required to, procure and maintain same, but at the expense of Tenant. Insurance required hereunder, shall be in companies rated A+, AAA or better in "Best's Insurance Guide." Landlord acknowledges, understands and agrees that Tenant is a self-insured public entity and, as such, has no general liability insurance policies. Tenant does participate with other public entities in a risk -sharing "pool" (California Joint Powers Risk Management Authority, "CJPRMA") for excess liability under a Memorandum of Coverage. Tenant will secure for Landlord an "Additional Covered Party" Certificate from CJPRMA in the amount of $1,000,000 over Tenant's SIR. Delivery of said Certificate shall satisfy all of Tenant's responsibilities and obligations under this section of the Lease. 17. EVIDENCE OF INSURANCE. Tenant shall deliver to Landlord prior to occupancy of the Premises copies of policies of liability insurance required herein or certificates evidencing the existence and amounts of such insurance with loss payable clauses satisfactory to Landlord. No policy shall be cancelable or subject to reduction of coverage except after ten (10) days' prior written notice to Landlord. 18. SERVICES AND UTILITIES. Provided that Tenant is not in default hereunder and except as may be otherwise provided herein, Landlord agrees to furnish to the Premises during reasonable hours of generally recognized business days, to be determined by Landlord at his sole discretion, and subject to the rules and regulations of the Building of which the Premises are a part, electricity for normal lighting and fractional horsepower office machines, heat and air conditioning required in Landlord's judgment for the comfortable general office use and occupation of the Premises, and janitorial service. Electricity use in the amount of four (4) watts per rentable square foot of the Premises shall be deemed "normal" usage for general office space. Landlord shall also maintain and keep lighted the common stairs, common entries and toilet rooms in the Building of which the Premises are a part. Landlord shall not be liable for, and Tenant shall not be entitled to, any reduction of rental by reason of Landlord's failure to furnish any of the foregoing when such failure is caused by accident, breakage, repairs, strikes, lockouts or other labor disturbances or labor disputes of any character, or by any other cause, similar or dissimilar, beyond the reasonable control of Landlord. Landlord shall not be liable under any circumstances for a loss of or injury to property, however occurring, through or in connection with or incidental to failure to furnish any of the foregoing. Whenever heat generating machines or equipment are used in the Premises which affect the temperature otherwise maintained by the air conditioning system, Landlord reserves the right to install supplementary air conditioning units in the Premises and the cost thereof, LA205603.2 08523210002 01/21/2000 bh 5 including the cost of installation, and the cost of operation and maintenance thereof shall be paid by Tenant to Landlord upon demand by Landlord. Tenant will not, without written consent of Landlord, use any apparatus or device in the Premises, including, but without limitation thereto, electronic data processing machines, punch card machines, and machines using in excess of 120 volts, which will in any way increase the amount of electricity usually furnished or supplied for the use of the Premises as general office space; nor connect with electric current except through existing electrical outlets in the Premises, any apparatus or device, for the purpose of using electric current. If Tenant shall require water or electric current in excess of that usually furnished or supplied for the use of the Premises as general office space, Tenant shall first procure the written consent of Landlord, which Landlord may refuse, to the use thereof and Landlord may cause a water meter or electrical current meter to be installed in the Premises, so as to measure the amount of water and electric current consumed for any such use. The cost of any such meters and of installation, maintenance and repair thereof shall be paid for by the Tenant and Tenant agrees to pay to Landlord promptly upon demand therefor by Landlord for all such water and electric current consumed as shown by said meters, at the rates charged for such services by the local public utility furnishing the same, plus any additional expense insured in keeping account of the water and electric current so consumed. If a separate meter is not installed, such excess cost for such water and electric current will be established by an estimate made by a utility company or electrical engineer. Notwithstanding the foregoing, Tenant shall provide daily janitorial service in and about the Premises on all days during the term of this Lease so that the Premises are maintained in a clean and wholesome condition. 19. PROPERTY TAXES. Tenant shall pay, or cause to be paid, before delinquency, any and all taxes levied or assessed and which become payable during the term hereof upon all Tenant's leasehold improvements, equipment, furniture, fixtures and personal property located in the Premises; except that which has been paid for by Landlord, and is the standard of the Building. In the event any or all of the Tenant's leasehold improvements, equipment, furniture, fixtures and personal property shall be assessed and taxed with the Building, Tenant shall pay to Landlord its share of such taxes within ten (10) days after delivery to Tenant by Landlord of a statement in writing setting forth the amount of such taxes applicable to Tenant's property. 20. RULES AND REGULATIONS. Tenant shall faithfully observe and comply with the rules and regulations that Landlord shall from time to time promulgate. Landlord reserves the right from time to time to make all reasonable modifications to said rules. The additions and modifications to those rules shall be binding upon Tenant upon delivery of a copy of them to Tenant. Landlord shall not be responsible for the nonperformance of any said rules by any other Tenants or occupants. 21. ENTRY BY LANDLORD. Landlord reserves and shall at any and all times have the right to enter the Premises, inspect the same, supply janitorial service and any other service to be provided by Landlord to Tenant hereunder, to submit said Premises to prospective purchasers or prospective tenants, to post notices of non -responsibility, and to alter, improve or repair the Premises and any portion of the Building of which the Premises are a part that Landlord may deem necessary or desirable, without abatement of rent and may for that purpose erect scaffolding and other necessary structures where reasonably required by the character of the work to be performed, always providing that the entrance to the Premises shall not be blocked thereby, and further LA205603.2 08523210002 01/21/2000 bh 6 providing that the business of the Tenant shall not be interfered with unreasonably. Tenant hereby waives any claim for damages or for any injury or inconvenience to or interference with Tenant's business, any loss of occupancy or quiet enjoyment of the Premises, and any other loss occasioned thereby. For each of the aforesaid purposes, Landlord shall at all times have and retain a key with which to unlock all of the doors in, upon and about the Premises, excluding Tenant's safes and files, and Landlord shall have the right to use any and all means which Landlord may deem proper to open said doors in any emergency, in order to obtain entry to the Premises without liability to Tenant except for any failure to exercise due care for Tenant's property. Any entry to the Premises obtained by Landlord by any of said means, or otherwise, shall not under any circumstances be construed or deemed to be a forcible entry into, or a detainer of, the Premises, or an eviction of Tenant from the Premises or any portion thereof. Landlord acknowledges, understands and agrees that, as a local law enforcement agency, all of Tenant's business is confidential and privileged under state, federal and local law. Landlord and Tenant agree that, except in the case of an emergency, prior to Landlord's exercise of its right of entry under any provision of this Lease, Landlord shall notify Tenant at least 24 hours in advance and shall only enter Premises accompanied by a representative of Tenant. 22. RECONSTRUCTION. In the event the Premises or the Building of which the Premises are a part are damaged by fire or other perils covered by extended coverage insurance, Landlord agrees to forthwith repair the same; and this Lease shall remain in full force and effect, except that Tenant shall be entitled to a proportionate reduction of the rent while such repairs are being made, such proportionate reduction to be based upon the extent to which the making of such repairs shall materially interfere with the business carried on by the Tenant in the Premises. If the damage is due to the fault or neglect of Tenant or its employees, there shall be no abatement of rent. In the event the Premises are damaged as a result of any cause other than the perils covered by fire and extended coverage insurance, then Landlord shall forthwith repair the same, provided the extent of the destruction be such that the Premises have not been rendered more than fifty percent (50%) untenantable. In the event the destruction of the Premises or the Building is to an extent greater than ten (10%) percent of the full replacement cost, then Landlord shall have the option; (a) to repair or restore such damage, this Lease continuing in full force and effect, but the rent to be proportionately reduced as hereinabove in this Article provided; or (b) give notice to Tenant at any time within sixty (60) days after such damage terminating this Lease as of the date specified in such notice, which date shall be no less than thirty (30) and no more than sixty (60) days after the giving of such notice. In the event of giving such notice, this Lease shall expire and all interest of the Tenant in the Premises shall terminate on the date so specified in such notice and the Rent, reduced by a proportionate amount, based upon the extent, if any, to which such damage materially interfered with the business carried on by the Tenant in the Premises, shall be paid up to the time of such termination. Notwithstanding anything to the contrary contained in this Section 22, Landlord shall not have any obligation whatsoever to repair, reconstruct or restore the Premises when the damage resulting from any casualty covered under this Article occurs during the last twelve (12) months of the Initial Term of this Lease or any Extension Period. Landlord shall not be required to repair any injury or damage by fire or other cause, or to make any repairs or replacements of any panels, decoration, office fixtures, railings, floor covering, partitions, or any other LA205603.2 08523210002 01/21/2000 bh 7 property installed in the Premises by Tenant. Notwithstanding anything to the contrary contained in this Lease, Tenant shall have the option, in the event of damage to the Premises which render the Premises unusable for more than fifteen (15) working days, to terminate the Lease. 23. DEFAULT. The occurrence of any one or more of the following events shall constitute a default and breach of this Lease by Tenant. a. The vacating or abandonment of the Premises by Tenant. b. The failure by Tenant to make any payment of rent or any other payment required to be made by Tenant hereunder, as and when due, where such failure shall continue for a period of five (5) days. C. The failure by Tenant to observe or perform any of the covenants, conditions or provisions of this Lease to be observed or performed by the Tenant, other than described in Section 23(b) above, where such failure shall continue for a period of thirty (30) days after written notice thereof by Landlord to Tenant; provided, however, that if the nature of Tenant's default is such that more than thirty (30) days are reasonably required for its cure, then Tenant shall not be deemed to be in default if Tenant commences such cure within said thirty (30) day period and thereafter diligently prosecutes such cure to completion. d. The making by Tenant of any general assignment or general arrangement for the benefit of creditors; or the filing by or against Tenant of a petition to have Tenant adjudged as bankrupt, or a petition or reorganization or arrangement under any law relating to bankruptcy (unless, in the case of a petition filed against Tenant, the same is dismissed within sixty (60) days); or the appointment of a trustee or a receiver to take possession of substantially all of Tenant's assets located at the Premises or of Tenant's interest in this Lease, where possession is not restored to Tenant within thirty (3 0) days; or the attachment, execution or other judicial seizure of substantially all of Tenant's assets located at the Premises or of Tenant's interests in this Lease, where such seizure is not discharged in thirty (30) days. 24. REMEDIES IN DEFAULT. In the event of any default or breach by Tenant, Landlord may at any time thereafter, with or without notice or demand and without limiting Landlord in the exercise of a right or remedy which Landlord may have by reason of such default or breach: a. Terminate Tenant's right to possession of the Premises by any lawful means, in which case this Lease shall terminate and Tenant shall immediately surrender possession of the Premises to Landlord. In such event Landlord shall be entitled to recover from Tenant all damages incurred by necessary renovation and alteration of the Premises, reasonable attorneys' fees, any real estate commission actually paid; the worth at the time of award by the court having jurisdiction thereof of the amount by which the unpaid rent for the balance of the term after the time of such award exceeds the amount of such rental loss for the same period that Tenant proves could be reasonably avoided; that portion of the leasing commission paid by Landlord and applicable to the unexpired term of this Lease. Unpaid installments of rent or other sums shall bear interest from the date due at the rate of ten (10%) percent per annum. In the event Tenant shall have abandoned the Premises, Landlord LA205603.2 08523210002 01/21/2000 bh shall have the option of (a) taking possession of the Premises and recovering from Tenant the amount specified in this paragraph, or (b) proceeding under the provisions of the following Section 24(b) hereof. b. Maintain Tenant's right to possession, in which case this Lease shall continue in effect whether or not Tenant shall have abandoned the Premises. In such event Landlord shall be entitled to enforce all of Landlord's right and remedies under this Lease, including the right to recover the rent as it becomes due hereunder. C. Pursue any other remedy now or hereafter available to Landlord under the laws or judicial decision of the State in which the Premises are located. 25. EMINENT DOMAIN. If any portion of the Premises shall be taken or appropriated by any public or quasi -public authority under the power of eminent domain, either party hereto shall have the right, at its option, to terminate this Lease, and Landlord shall be entitled to any and all income, rent, award, or any interest therein whatsoever which may be paid or made in connection with such public or quasi -public use or purpose, and Tenant shall have no claim against Landlord for the value of any unexpired term of this Lease. If any portion of the Premises is taken, and neither party elects to terminate as herein provided, the rental thereafter to be paid shall be equitably reduced. If any part of the Building other than the Premises may be so taken or appropriated, Landlord shall have the right at its option to terminate this Lease and shall be entitled to the entire award as above provided. 26. OFFSET STATEMENT. Tenant shall, at any time and from time to time, upon not less than ten (10) days' prior written notice from Landlord, execute, acknowledge and deliver to Landlord a statement in writing (a) certifying that this Lease is unmodified and in full force and effect (or, if modified, stating the nature of such modification and certifying that this Lease as so modified, is in full force and effect), and the date to which the rental and other charges are paid in advance, if any, and (b) acknowledge that there are not, to Tenant's knowledge, any uncured defaults on the part of the Landlord hereunder, or specifying such defaults if any are claimed. Any such statement may be relied upon by any prospective purchaser or encumbrancer of all or any portion of the real property of which the Premises are a part. 27. PARIUNG. Tenant shall have the exclusive right to use ten (10) parking spaces within the parking facilities of the Building. Tenant, at is sole cost and expense, shall identify parking spaces as "Reserved Parking for the City of San Rafael." Any motor vehicles (including all contents thereof) shall be parked in such parking spaces at the sole risk of Tenant, its employees, agents, invitees and licensees, it being expressly agreed and understood that Landlord does not manage the parking facilities and has no duty to insure any of said motor vehicles (including the contents thereof), and that Landlord is not responsible for the protection and security of such vehicles from theft and/or malicious mischief or any other cause of damage, injury or harm. Landlord shall have no liability whatsoever for any property damage and/or personal injury which might occur as a result of or in connection with the parking of said motor vehicles in any of such spaces, and Tenant hereby agrees to indemnify, defend, and hold Landlord harmless from and against any and all costs, claims, expenses, and/or causes of action attributable to the negligence, acts or omissions of any party whom Tenant permits to use any of the spaces. In its use of such spaces, Tenant and any party whom Tenant permits to use any of such spaces shall follow all of the rules of the Building applicable thereto, as the same may be reasonably amended from time LA205603.2 08523210002 01/21/2000 bh to time, and any failure to do so shall constitute an event of default hereunder. 28. AUTHORITY OF PARTIES. a. Corporate Authority. If Tenant is a corporation, each individual executing this Lease on behalf of said corporation represents and warrants that he is duly authorized to execute and deliver this Lease on behalf of said corporation, in accordance with a duly adopted resolution of the board of directors of said corporation or in accordance with the by-laws of said corporation, and that this Lease is binding upon said corporation in accordance with its terms. b. Partnership Authority. If Tenant is a partnership (general or limited), then each individual executing this Lease on behalf of the partnership hereby covenants, warrants and represents that he is duly authorized to execute and deliver this Lease on behalf of the partnership in accordance with the partnership agreement or an amendment thereto, now in effect. 29. LINHTED LIABILITY. Tenant acknowledges that the liability of Landlord under this Lease shall be limited to Lender's interest in the Premises, and Tenant shall look exclusively to such interests, if any, for payment and discharge of any liability imposed upon Landlord with respect to any money judgment which may be obtained or secured by Tenant against Landlord. 30. GENERAL PROVISIONS. a. Plats and Riders. Clauses, plats and riders, if any, signed by the Landlord and the Tenant and endorsed on or affixed to this Lease are a part hereof. b. Waiver. The waiver by Landlord of any term, covenant or condition herein contained shall not be deemed to be a waiver of such term, covenant or condition on any subsequent breach of the same or any other term, covenant or condition herein contained. The subsequent acceptance of rent hereunder by Landlord shall not be deemed to be a waiver of any preceding breach by Tenant of any term, covenant or condition of this Lease, other than the failure of the Tenant to pay the particular rental so accepted, regardless of Landlord's knowledge of such preceding breach at the time of the acceptance of such rent. C. Notices. All notices, requests, demands or other communications required or desired to be given hereunder, to be legally binding, shall be in writing and may be served personally (including service by any commercial messenger or courier service) or by registered or certified United States mail, return receipt requested, with all postage and fees fully prepaid, addressed to Tenant at the Premises and Landlord at the address set forth below, or to such other address as the party to whom the notice is addressed has theretofore specified in a notice served upon the other party in accordance with the requirements hereof. All notices shall be effective upon actual delivery to the addressee, as evidenced by the return receipt if service is by mail, except in the case of a party that has relocated and has not served upon the other party a notice of a new address for service of notices as specified above, or in the case if a party to whom the notice is addressed that refuses to accept delivery of the notice, in either of which cases the notice shall be deemed effective upon the first date of attempted delivery, as indicated by the return receipt if the attempted service was by mail, at the last address of LA205603.2 08523210002 01/21/2000 bh 10 which the party attempting to make the service had notice. Notices to Landlord shall be delivered to the following address: Citibank F.S.B., 1 Sansome Street, 26th Floor, San Francisco, California 94104, Attention: Lease Administration. d. Right to Relocate. Landlord reserves the right to relocate Tenant, at Landlord's expense, to comparable space elsewhere in the building as agreed upon by Landlord and Tenant, and Tenant agrees to so relocate within sixty (60) days of receipt by Tenant of written notice from Landlord. e. Joint Obligation. If there be more than one Tenant the obligations hereunder imposed upon Tenants shall be joint and several. f. Marginal Headings. The marginal headings and Article titles to the Articles of this Lease are not a part of this Lease and shall have no effect upon the construction or interpretation of any part hereof. g. Time. Time is of the essence of this Lease and each and all of its provisions in which performance is a factor. h. Successors and Assigns. Subject to all restrictions set forth herein, the covenants and conditions herein contained shall apply to and bind the heirs, successors, executors, administrators and assigns of the parties hereto. i. Recordation. Neither Landlord nor Tenant shall record this Lease or a short form memorandum hereof without the prior written consent of the other party. j. Quiet Possession. Upon Tenant paying the rent reserved hereunder and observing and performing all of the covenants, conditions and provisions on Tenant's part to be observed and performed hereunder, Tenant shall have quiet possession of the Premises for the entire term hereof, subject to all the provisions of this Lease, any covenants, conditions and restrictions encumbering the land and the Building of which the Premises are a part and any deed(s) of trust to which this Lease is or may be subordinated. k. Late Charges. Tenant hereby acknowledges that late payment by Tenant to Landlord of rent or other sums due hereunder will cause Landlord to incur costs not contemplated by this Lease, the exact amount of which will be extremely difficult to ascertain. Such costs include, but are not limited to, processing and accounting charges, and late charges which may be imposed upon Landlord by terms of any mortgage or trust deed covering the Premises. Accordingly, if any installment of rent or a sum due from Tenant shall not be received by Landlord or Landlord's designee within ten (10) days after said amount is due, then Tenant shall pay to Landlord a late charge equal to ten (10%) percent of such overdue amount. The parties hereby agree that such late charges represent a fair and reasonable estimate of the cost that Landlord will incur by reason of the late payment by Tenant. Acceptance of such late charges by the Landlord shall in no event constitute a waiver of Tenant's default with respect to such overdue amount, nor prevent Landlord from exercising any of the other rights and remedies granted hereunder. LA205603.2 08523210002 01/21/2000 bh 11 1. Guaranty. As material condition of this Lease and for valuable consideration, Tenant's performance of the conditions embodied in this Lease is hereby guaranteed by the undersigned. M. Prior Agreements. This Lease contains all of the agreements of the parties hereto with respect to any matter covered or mentioned in this Lease, and no prior agreements or understanding pertaining to any such matters shall be effective for any purpose. No provision of this Lease may be amended or added to except by an agreement in writing signed by the parties hereto or their respective successors in interest. This Lease shall not be effective or binding on any party until fully executed by both parties hereto. n. Inability to Perform. This Lease and the obligations of the Tenant hereunder shall not be affected or impaired because the Landlord is unable to fulfill any of its obligations hereunder or is delayed in doing so, if such inability or delay is caused by reason of strike, labor troubles, acts of God, or any other cause beyond the reasonable control of the Landlord. o. Attorneys' Fees. In the event of any action or proceeding brought by either party against the other under this Lease the prevailing party shall be entitled to recover all costs and expenses including the fees of its attorneys in such action or proceeding in such amount as the court may adjudge reasonable as attorneys' fees. P. Sale of Premises by Landlord. In the event of any sale of the Building, Landlord shall be and is hereby entirely freed and relieved of all liability under any and all of its covenants and obligations contained in or derived from this Lease arising out of any act, occurrence or omission occurring after the consummation of such sale; and the purchaser, at such sale or any subsequent sale of the Premises shall be deemed, without any further agreement between the parties or their successors in interest or between the parties and any such purchaser to have assumed and agreed to carry out any and all of the covenants and obligations of the Landlord under this Lease. q. Subordination, Attornment. Upon request of the Landlord, Tenant will in writing subordinate its rights hereunder to the lien of any first mortgage, or first deed of trust to any bank, insurance company or other lending institution, now or hereafter in force against the land and Building of which the Premises are a part, and upon any buildings hereafter placed upon the land of which the Premises are a part, and to all advances made or hereafter to be made upon the security thereof by executing a Subordination Agreement in the form of Exhibit "C" attached hereto. In the event any proceedings are brought for foreclosure, or in the event of the exercise of power of sale under any mortgage or deed of trust made by the Landlord covering the Premises, the Tenant shall attorn to the purchaser upon any such foreclosure or sale and recognize such purchaser as the Landlord under this Lease. r. Name. Tenant shall not use the name of the Building or of the development in which the Building is situated for any purpose other than as an address of the business to be conducted by the Tenant in the Premises. LA205603.2 08523210002 01/21/2000 bh S. Separability. Any provision of this Lease which shall prove to be invalid, void or illegal 12 shall in no way effect, impair or invalidate any other provision hereof and such other provisions shall remain in full force and effect. t. Cumulative Remedies. No remedy or election hereunder shall be deemed exclusive but shall, wherever possible, be cumulative with all other remedies at law or in equity. U. Choice of Law. This Lease shall be governed by the laws of the State of California. V. Signs and Auctions. Tenant shall have the right to place a sign on the front door of the Premises for the purpose of identifying the Premises as the business and administrative offices of the City of San Rafael Police Department. Subject to the foregoing, Tenant shall not place any sign upon the Premises or Building or conduct any auction thereon without Landlord's prior written consent, which consent may be granted or withheld in Landlord's sole discretion. W. Counterparts. This Lease may be executed in counterparts, with the same effect as if both parties hereto had executed the same document. Both counterparts shall be construed together and shall constitute a single Lease. X. Modification. This Lease may not be modified, terminated or amended except pursuant to a written instrument duly executed by all of the parties hereto. Y. Financial Statement. At any time during the term of this Lease, Tenant shall upon ten (10) days' prior written notice from Landlord, provide Landlord with a current financial statement and financial statements of the two (2) fiscal years of Tenant prior to the current financial statement year. Such statements shall be prepared in accordance with generally accepted accounting principles. Z. Further Assurances. From time to time, either party, at the request of the other party, and without further consideration, shall execute and deliver further instruments and take such other actions as the requesting party may reasonably require to complete more effectively the transactions contemplated by this Lease. aa. Survival of Indemnities. All provisions in this Lease relating to indemnities by Tenant in favor of Landlord shall survive the expiration or termination hereof for any reason and shall run to the benefit of the original Landlord named herein as well as any successor in interest to it. bb. Execution of Lease by Landlord. Neither the submission of this document to Tenant, nor examination and negotiation by Landlord or Tenant, constitutes an offer to lease, or a reservation in favor of Tenant of, or option to Tenant for, the Premises. This document shall become effective and binding only upon execution and delivery hereof by Tenant and by Landlord. CC. Modification for Lender. If, in connection with obtaining any financing for the Building, the prospective lender shall request reasonable modification to this Lease as a condition to such financing, Tenant will not unreasonably withhold, delay or defer its consent thereto, provided that such LA205603.2 08523210002 01/21/2000 bh 13 modifications shall not increase the obligations of Tenant hereunder or have a materially adverse effect on the leasehold interest hereby created or Tenant's rights hereunder. dd. No Third Party Benefits. This Lease is made and entered into for the sole benefit and protection of the parties hereto, and the parties do not intend to create any rights or benefits under this Lease for any person who is not a party to this Lease, other than a Lender. ee. No Light and Air Easement. Any diminution, restriction or shutting off of light or air by any structure that may at any time be erected on lands adjacent to or in the vicinity of the Building shall in no way affect this Lease, abate any rent or otherwise impose any cost, liability or obligation upon Landlord. 31. BROKERS. Tenant warrants that it has had no dealings with any real estate broker or agents in connection with the negotiation of this Lease excepting only Meridian Commercial, Inc., and it knows of no other broker or agents in connection with this Lease. 32. ESTOPPEL CERTIFICATE. Tenant, shall at any time, and from time to time, upon fifteen (15) business days' prior written notice from Landlord, execute, acknowledge and deliver to Landlord an Estoppel Certificate in the form of Exhibit `B" attached hereto. Any Estoppel Certificate may be relied upon by any Lender or any prospective lender with respect to, or any prospective purchaser of any interest in, the building. Any failure or refusal by Tenant to execute and return a requested Estoppel Certificate within fifteen (15) days (without additional time, despite any other provisions of this Lease) shall constitute a default hereunder. 33. COUNTERCLAIM AND JURY TRIAL. IN THE EVENT THAT LANDLORD COMMENCES ANY SUMMARY PROCEEDINGS OR ACTION FOR NON-PAYMENT OF RENT OR OTHER CHARGES PROVIDED IN THIS LEASE, TENANT SHALL INTERPOSE ANY COUNTERCLAIM OF ANY NATURE OR DESCRIPTION IN ANY SUCH PROCEEDING OR ACTION. TENANT AND LANDLORD BOTH WAIVE A TRIAL BY JURY OF ANY AND ALL ISSUES ARISING IN ANY ACTION OR PROCEEDING BETWEEN THE PARTIES HERETO OR THEIR AFFILIATES, UNDER OR CONNECTED WITH THIS LEASE, ANY OF ITS PROVISIONS, OR ANY TRANSACTIONS OR AGREEMENTS SET FORTH HEREIN OR CONTEMPLATED HEREBY. IN WITNESS WHEREOF, Landlord and Tenant have caused this Lease to be executed as of the day and year first above written. LANDLORD: CITIB, ale s ank. By: t/,TA, EA--FoR1), ✓ P Its: C1Tr r-oIQ. P NoRTf4 4ofaQ/124, ANG, , Cc ri s,4,✓K, FSU is ANTNoRr LEA A&c v- ' APPROVED BY LA205603.2 F E 8 03 2000 08523210002 01/21/2000 bh Wo a LOEB, LLP TENANT: THE CITY OF SAN RAFAEL By: Its: ��-- By: Its: Mayor 14 ATTEST: By: A. v EANNE M.LEONC tr Its: City Clerk LA205603.2 08523210002 01/21/2000 bh 15 RULES AND REGULATIONS 1. No sign, placard, picture, advertisement, name or notice shall be inscribed, displayed or printed or affixed on or to any part of the outside or inside of the Building without the written consent of Landlord first had and obtained and Landlord shall have the right to remove any such sign, placard, picture, advertisement, name or notice without notice to and at the expense of Tenant. All approved signs or lettering on doors shall be printed, painted, affixed or inscribed at the expense of Tenant by a person approved of by Landlord. Tenant shall not place anything or allow anything to be placed near the glass of any window, door, partition or wall which may appear unsightly from outside the Premises; provided, however, that Landlord may furnish and install a Building standard window covering at all exterior windows. Tenant shall not without prior written consent of Landlord cause or otherwise sunscreen any window. 2. The sidewalks, halls, passages, exits, entrances, elevators and stairways shall not be obstructed by any of the Tenants or used by them for any purpose other than for ingress and egress from their respective Premises. The halls, exits, entrances, malls, elevators, stairways and other passageways are not for the general public, and Landlord shall in all cases retain the right to control and prevent access thereto by all persons whose presence, in the judgment of Landlord, would be prejudicial to the safety, character, reputation or other interests of the Building and its tenants; however, nothing herein shall be construed to prevent access to the Premises by persons with whom Tenant normally deals in the ordinary course of its business, unless such persons are engaged in illegal activities. Neither Tenant nor any employee or invitee of Tenant shall go upon the roof of the Building without Landlord's consent. Tenant shall not have the right to maintain displays of or to sell merchandise in the common areas or to use common areas in any manner which would interfere with the rights of other tenants to use and access common areas. 3. Tenant shall not alter any lock or install any new or additional locks or any bolts on any doors or windows of the Premises. Landlord will furnish Tenant, free or charge, with two keys for each lock in the Premises. Landlord may make a reasonable charge for any additional keys. Tenant, upon the termination of its tenancy, shall deliver to Landlord the keys of all doors which have been furnished to Tenant, and in the event of loss of any keys so furnished, shall pay Landlord therefor. 4. The toilet rooms, urinals, wash bowls and other apparatus shall not be used for any purpose other than that for which they were constructed and no foreign substance of any kind whatsoever shall be thrown therein and the expense of any breakage, stoppage, or damage resulting from the violation of this rule shall be borne by the Tenant who, or whose employees or invitees shall have caused it. 5. Tenant shall not overload the floor of the Premises or in any way deface the Premises or any part thereof. 6. No furniture, freight or equipment of any kind shall be brought into the Building without the prior notice to Landlord and all moving of the same into or out of the Building shall be done at such time and in such manner as Landlord shall designate. Landlord shall have the right to prescribe the weight, size and position of LA205603.2 08523210002 01/21/2000 bh all safes and other heavy equipment brought into the Building and also the times and manner of moving the same in and out of the Building. Safes or other heavy objects shall, if considered necessary by Landlord, stand on supports of such thickness as is necessary to properly distribute the weight. Landlord will not be responsible for loss of or damage to any such safe or property from any cause and all damage done to the Building by moving or maintaining any such safe or other property shall be repaired at the expense of the Tenant. 7. Tenant shall not use, keep or permit to be used or kept any foul or noxious gas or substance in the Premises, or permit or suffer the Premises to be occupied or used in a manner offensive or objectionable to the Landlord or other occupants of the Building by reason of noise, odors, electromagnetic radiation, and/or vibrations, or interfere in any way with other Tenants or those having business therein, nor shall any animals or birds be brought in or kept in or about the Premises or the Building. 8. No cooking appliances shall be used or permitted by any Tenant on the Premises, excepting only coffee makers and microwave ovens, nor shall the Premises be used for the storage of merchandise, for washing clothes, for lodging, or for any improper, objectionable or immoral purpose. 9. Tenant shall not use or keep in the Premises of the Building any kerosene, gasoline, or inflammable or combustible fluid or material, or use any method of heating or air conditioning other than that supplied by Landlord. 10. Landlord will direct electricians as to where and how telephone and telegraph wires are to be introduced. No boring or cutting for wires will be allowed without the consent of the Landlord. The location of telephones, call boxes and other office equipment affixed to the Premises shall be subject to the approval of Landlord. 11. On Sundays and legal holidays, Saturdays before 8:00 a.m. and after 1:00 p.m., and on other days between the hours of 8:00 p.m. and 8:00 a.m. the following day, access to the Building, or to the halls, corridors, elevators or stairways in the Building, or to the Premises may be refused unless the person seeking access is known to the person or employee of the Building in charge and has a pass or is properly identified. The Landlord shall in no case be liable for damages for any error with regard to the admission to or exclusion from the Building of any person. In case of invasion, mob, riot, public excitement, or other commotion, the Landlord reserves the right to prevent access to the Building during the continuance of the same by closing of the doors or otherwise, for the safety of the Tenants and protection of property in the Building and the Building. 12. Landlord reserves the right to exclude or expel from the Building any person who, in the judgment of Landlord, is intoxicated or under the influence of liquor or drugs, or who shall in any manner do any act in violation of any of the rules and regulations of the Building. 13. No vending machine or machines of any description shall be installed, maintained or operated upon the Premises without the written consent of the Landlord. 14. Landlord shall have the right, exercisable without notice and without liability to Tenant, to change the name and street address of the Building of which the Premises are a part. LA205603.2 08523210002 01/21/2000 bh 15. Tenant shall not disturb, solicit, or canvass any occupant of the Building and shall cooperate to prevent same. 16. Without the written consent of Landlord, Tenant shall not use the name of the Building in connection with or in promoting or advertising the business of Tenant except as Tenant's address. 17. Landlord shall have the right to control and operate the public portions of the Building, and the public facilities, and heating and air conditioning, as well as facilities furnished for the common use of the Tenants, in such manner as it deems best for the benefit of the Tenants generally. 18. All entrance doors in the Premises shall be left locked when the Premises are not in use, and all doors opening to public corridors shall be kept closed except for normal ingress and egress from the Premises. 19. Tenant shall not use any method of heating or air conditioning other than that supplied or approved in writing by Landlord. 20. Tenant shall not waste electricity, water, air conditioning or other utilities or supplies famished to the Premises, and Tenant agrees to cooperate fully with Landlord to assure the most effective operation of the Building's heating, air conditioning and other utility distribution systems, and to comply with any governmental energy-saving rules, laws or regulations of which Tenant has actual notice. Tenant shall refrain from attempting to adjust controls other than room thermostats installed in the Premises and intended for Tenant's use. Tenant shall keep corridor doors closed, and shall close window coverings at the end of each business day. Heat and air conditioning shall be provided during ordinary business hours of generally recognized business days, but not less than the hours of 7:00 a.m. to 6:00 p.m. on Monday through Friday and 9:00 a.m. to 1:00 p.m. on Saturday (excluding in any event Sundays and holidays, it being understood that holidays shall mean and refer to those holidays of which Landlord provides Tenant with reasonable prior written notice which shall in any event include, without limitation, state and federal holidays and those holidays on which the New York Stock Exchange is closed). 21. Tenant shall close and lock the doors of the Premises and entirely shut off all water faucets or other water apparatus, and, except with regard to Tenant's computers and other equipment which require utilities on a 24-hour basis, all electricity, gas or air outlets before Tenant and its employees leave the Premises each day. Tenant shall be responsible for any damage or injuries sustained by other occupants of the Building or by Landlord for noncompliance with this rule. Tenant assumes any and all responsibility for protecting the Premises from theft, robbery and pilferage, which includes keeping doors locked and other means of entry to the Premises closed. 22. Office tenants shall not obtain for use on the Premises ice, drinking water, food, beverage, towel or other similar services, nor accept barbering or bootblacking services upon the Premises, except at such hours and under such regulations as may be fixed by Landlord. 23. Except as specifically permitted in the Lease provisions, Tenant shall not sell, or permit the sale of newspapers, magazines, periodicals, theater tickets or any other goods or merchandise to the general public from the Premises. Tenant shall not make any room -to -room or public area solicitation of business from other occupants of the Building or their employees or guests. Tenant shall not use the Premises for any business or activity other than that specifically provided in the Lease. LA205603.2 08523210002 01/21/2000 bh 24. Tenant shall not mark, drive nails, screw or drill into the partitions, woodwork or plaster or in any way deface the Premises or any part thereof, except to install decorative wall hangings. Landlord reserves the right to direct electricians as to where and how telephone, telegraph, telecommunication and computer wires are to be introduced to the Premises. Tenant shall not cut or bore holes for wires. Tenant shall not affix any floor covering to the floor of the Premises in any manner except as approved by Landlord. Tenant shall repair any damage resulting from noncompliance with this rule. If Tenant fails to repair in an expeditious manner any and all damage caused, then Landlord may (but shall not be obligated to) contract for the performance of the repair work, which work shall be billed to Tenant and shall be payable by Tenant to Landlord as additional rent within ten (10) days after Tenant's receipt of the billing. 25. Tenant shall store all its trash and garbage within its Premises. Tenant shall not place in any trash box or receptacle any material which cannot be disposed of in the ordinary and customary manner of trash and garbage disposal. All garbage and refuse disposal shall be made in accordance with directions issued from time to time by Landlord. 26. Except as specifically permitted in the Lease provisions, the Premises shall not be used for the storage of merchandise held for sale to the general public, nor for lodging, nor for manufacturing of any kind, nor shall the Premises be used for any improper, immoral or objectionable purpose. Other than restaurants, no cooking shall be done or permitted by Tenant in the Premises, except that use by Tenant of Underwriters' Laboratory -approved equipment for brewing coffee, tea, hot chocolate and similar beverages shall be permitted, and the use of a microwave oven shall be permitted, so long as such equipment and use is in accordance with all recommendations of the manufacturer thereof and all applicable federal, state, county and city laws, codes, ordinances, rules and regulations. 27. Tenant shall not use in any space or in the public halls of the Building any mail carts or hand trucks except those equipped with rubber tires and side guards or such other material handling equipment as Landlord may approve. 28. Tenant shall comply with all safety, fire protection and evacuation procedures and regulations established by Landlord and any governmental agency. 29. The requirements of Tenant will be attended to only upon appropriate notice to Landlord by an authorized individual of Tenant. Employees of Landlord shall not be required to perform any work or do anything outside of their regular duties unless under special instructions from Landlord, and no employee of Landlord shall be required to admit any person (Tenant or otherwise) to any office without specific instructions from Landlord. LA205603.2 08523210002 01/21/2000 bh EXHIBIT "A" LEGAL DESCRIPTION All that certain real property situate in the City of San Rafael, County of Marin, State of California, described as follows: BEGINNING at the Northwesterly corner of Fifth Street and `B" Street; running thence Northerly along the Westerly line of `B" Street, 120 feet, more or less, to the Southeasterly corner of the lot and land conveyed by Thomas Menzies and James D. Walker to Josephine L.T. Crosby, by Deed dated June 3, 1886, and recorded in the County Recorder's Office of said Marin County, in Book 4 of Deeds, at Page 4; running thence Westerly along the Southerly line of said lot conveyed as aforesaid to said Josephine L.T. Crosby, 145 feet; thence Southerly 120 feet, more or less, to a point in the Northerly line of Fifth Street, distant 145 feet Westerly from the point of beginning; thence Easterly along the Northerly line of Fifth Street, 145 feet to the place of beginning. LA205603.2 08523210002 01/21/2000 bh EXHIBIT `B" FORM OF ESTOPPEL CERTIFICATE Date: To: Attn: Re: Address: Ladies and Gentlemen: It is our understanding that you have committed to place a mortgage [ground lease, etc.] upon the subject premises and as a condition precedent thereof have required this certification by the undersigned. The undersigned, as "Tenant," under that certain Standard Office Lease (the "Lease") dated June _, 1999, made with Citibank, F.S.B., a Federal Savings Bank, as "Landlord," hereby ratifies the Lease and certifies that as of , 199_, the undersigned entered into occupancy of the Premises described in the Lease, and the Base Rent under the Lease, in the monthly amount of $ , has been payable from that date; that the Lease in full force and effect and has not been assigned by the undersigned, nor has the Lease been modified, supplemented or amended in any way (except by Agreement(s) dated ); that the same represents the entire agreement between the parties as to the leasing of the Premises described in the Lease; that the term of said lease expires on ; that all conditions under the Lease to be performed by Landlord to the date hereof have been satisfied, including, but without limitation, all cotenancy requirements thereunder, all required contributions by Landlord to Tenant on account of tenant improvements, if any, have been received, and on this date there are no existing defenses or offsets which the undersigned has against the enforcement of the Lease by Landlord; that no rent has been paid more than one (1) month in advance and no security has been deposited with Landlord, other than the Security Deposit in the amount of $ ; and that the rent for the month of has been paid in full. Very truly yours, By: Name: Its: LA205603.2 08523210002 01/21/2000 bh EXHIBIT "C" FORM OF SUBORDINATION AGREEMENT RECORDING REQUESTED BY, AND WHEN RECORDED RETURN TO: Attention: SUBORDINATION AGREEMENT This Subordination Agreement (this "Agreement"), dated as of 19_, is executed by ("Tenant"), in favor of a ("Lender"). WHEREAS Tenant is presently leasing certain premises comprising a portion of the real property (the "Property") described in Schedule "A" attached hereto and incorporated herein by this reference, pursuant to a lease (the "Lease") dated June _, 1999, between Tenant and Citibank F.S.B., a Federal Savings Bank ("Landlord"); and WHEREAS Lender has made or agreed to make a loan or loans to Landlord secured by a deed of trust (the "Deed of Trust") encumbering Landlord's interest in the Property, including Landlord's interest as landlord under the Lease, and by an assignment of all amounts due to Landlord under the Lease; and WHEREAS the Lease requires Tenant to subordinate its interest under the Lease to the Deed of Trust; NOW, THEREFORE, in consideration of the foregoing, and of the mutual obligations and benefits contained herein, Tenant agrees as follows: (a) All of Tenant's rights and interests in the Property pursuant to the Lease (including without limitation any options to purchase and rights of first refusal, if any) are and shall be subject and subordinate to Lender's rights and interests in the Property under the Deed of Trust, and to any and all amendments, modifications, supplements, replacements and extensions thereof. (b) In the event of any judicial or nonjudicial foreclosure of the Deed of Trust, Tenant hereby agrees to attorn to and accept the purchaser at any such foreclosure sale as the landlord under the Lease for the unexpired balance of the Lease term (and any applicable extensions thereof, if exercised). (c) In the event that Lender succeeds to the interests of the Landlord under the Lease, (a) Lender shall not be subject to any offsets or defenses that Tenant may have against Landlord, (b) Lender shall not be liable for any act or omission of Landlord, and (c) Lender shall only be liable for the return of any deposit to Tenant to the extent that Lender receives such deposit from Landlord. LA205603.2 08523210002 01/21/2000 bh (d) Tenant acknowledges and agrees that Lender may, unilaterally and without notice to Tenant, subordinate the lien of the Deed of Trust to the Lease at any time prior to the consummation of a foreclosure, judicial or non judicial, of the Deed of Trust, and the effect thereof shall be to leave the Lease unaffected in any manner by the foreclosure of the Deed of Trust. IN WITNESS WHEREOF, Tenant has caused this Agreement to be duly executed as the date first written above. "Tenant": By: Name: Its: LA205603.2 08523210002 01/21/2000 bh