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HomeMy WebLinkAbout2020 CON Westfield Property Management - Lease Agreement 3030 Plaza Bonita RdDocuSign Envelope ID: 546F22BF-911C-4E86-B7C1-D6FA8ADFC582 Effective Date: 10-08-2020 CONTRACT FOR SHORT TERM LEASE AGREEMENT SHOPPING CENTER Plaza Bonita LESSEE City of National City, a Non -Profit DBA City of National City ADDRESS 1243 National City Blvd. CITY/STATE/ZIP National City, CA 91950 CONTRACT # PB020064 Reservation Detail: Premises Start Date End Date Base Rent (total per loon) CAM* Fee (total per term) Utility Fee (total per term) HVAC' Maint. Fee (total per erm) Trash Removal Fee (total per form) Sign Fee (total per term) Other Fee ttotai pe, term) Estimated Rent Tax (total per term) Rent/Fee Total (total per term) Security Deposit (one+lme) SLO3Z-2 Parking (Events) 10/23/2020 10/23/2020 $1,000.00 $0.00 0 00 SO 00 $0.00 $0.00 $0.00 0.00 $1,000.00 50 00 CAM = Common Area Maintenance; HVAC = Heating. Ventilating and Air Conditioning Permitted Use: For the use of level three of the parking structure from 3:30pm to midnight for a spooky family movie night featuring "Ghostbusters". City would be responsible for equipment, power and anything else needed to show film to pre -registered guests through the City's registration system. Payment S Due Date Base Rent Operations Utilities Other Fees Estimated Rent Tax Security Deposit Total Due October 23, 2020 1000.00 0.00 0.00 $0.00 0.00 $1,000.00 Security Deposit on File: Payments shall be made payable as written below and directed to the following lockbox (always refer to PB020064 on the check): Plaza Bonita LLC PO Box 55879 Los Angeles, CA 90074-5879 Percentage Rent Schedule: Center Detail: Monthly 10/1/2020 Term Percentage Rent Rate 0 00 Sales Breakpoint SO 00 Overage Due Date 1 5i 2020 Property Address Phone Additional Insured Language Property Management Plaza Bonita 3030 Plaza Bonita Rd., #2075 National City, CA 91950 619-267-2850 Plaza Bonita LLC, Westfield, LLC, Westfield America Limited Partnership, Westfield Property Management LLC, URW WEA LLC, and any and all of their respective parents, partners, subsidiaries and affiliates, successors, assigns, employees, agents, officers and representatives, together with any mortgagee from time to time of the Landlord's interest, are named as additional insured, as their interests may appear. Westfield Property Management LLC Lessee hereby contracts for the lease of certain space as described above upon the terms and conditions set forth (1) in This Contract for Short Term Lease Agreement ('Contract'), including the Reservation Detail, Payment Schedule. Percent Rent Schedule, and Center Detail, (ii) on the attached Contract for Short Term Lease Agreement Standard Terms ("Standard Tenns") and (ill) Exhibit A (the Contract, the Standard Terms, and Exhibit A, collectively the "Lease'). The parties agree that signatures by facsimile or electronic delivery shall be accepted as originals. This Lease must be signed by both Lessee and Lessor to be effective. "LESSEE": "LESSOR": City of National City, a Non -Profit DocuSigned by: Lbr( �Qf�'4'��rau.)P@A36a 6 t a2>= ���1>,.) Of� �� Q98 I� 0I Westfield Property Management LLC. a Delaware limited liability company In its caba� nacit� agent for the owner(s) of the Shopping Center l Igrle y. Signature: ii ' Name: —3B173BOFB8CAdF3 i ty Manage-r Brad Rau I stoW Short Term Lease Agreement PB020064 ex Grandjacquet 1 of 4 10/8/2020 11:04 AM DocuSign Envelope ID: 546F22BF-911 C-4E86-B7C1-D6FA8ADFC582 CONTRACT FOR SHORT TERM LEASE AGREEMENT STANDARD TERMS 1. Permitted Use. Lessee shall have the right to use the Premises for the "Permitted Use" as set forth in the Contract and for no other purpose (Permitted Use), expressly conditioned upon payment of all Rent as set forth herein and all other terms and conditions set forth in this Lease. The location and the square footage for the Premises at the Shopping Center is specifcally set forth on the site plan depicting the Premises that may be provided to Lessee upon its written request therefor. Lessee hereby accepts the size and location of the Premises. Lessee shall continuously operate within the Premises in accordance with the Permitted Use and shall be open for business within the entire Premises on each day and for at least the hours that the Shopping Canter is open. 2. Term. The term for this Lease shall commence on "Start Date" as set forth in the Reservation Detail section of the Contract ("Reservation Detail") and shall expire on "End Date" as set forth in the Reservation Detail (the "Term"), unless earlier terminated as set forth in this Lease. Lessee may be permitted early entry into the Premises prior to the Start Date solely for the purpose of the stocking and fitting out of the Premises for the Permitted Use, and in no event shall Lessee commence to conduct business to the public from the Premises prior to said Start Date. If Lessee nevertheless commences to conduct business to the public from the Premises prior to the Start Date, Lessee agrees that it shall pay a Base Rent for each such day of operation at a daily rate that will be determined on a prorated basis using the Base Rent rate set forth in the Reservation Detail. 3. Rent. a Base Rent. Lessee agrees to pay Lessor an amount equal to the "Base Rent" as set forth in the Reservation Detail (the "Base Rent") for the right to use and operate in the Premises in the Shopping Center. Lessee shall pay the Base Rent to Lessor in accordance with the schedule for payment set forth in the Payment Schedule section of the Contract ("Payment Schedule"). b. Percentage Rent. In addition to the Base Rent payable above, Lessee shall also pay to Lessor percentage rent equal to the amount (the "Percentage Rent") determined by multiplying (i) the amount of Gross Revenue that exceeds the "Sales Breakpoint' set forth in the Percentage Rent Schedule of the Contract (the "Percentage Rent Schedule"), by (ii) the Percentage Rent Rate' set forth in Percentage Rent Schedule. All payments of the Percentage Rent, if applicable, shall be due on the Overage Due Date(s) set forth in the Percentage Rent Schedule. "Gross Revenues" shall mean the entire amount of gross revenues received with respect to the Premises by Lessee from third parties. c. Additional Rent. In addition to the Base Rent, Lessee shall also pay to Lessor the amounts described in the Reservation Detail, to the extent applicable, and any other amounts due under this Lease (collectively, "Additional Rent'). Any sums classified in this Contract as a tax (if any) are estimates based on tax rates effective when last checked by the Lessor and are subject to change. Notwithstanding any estimate or anything else to the contrary, Lessee shall be responsible for all actual taxes imposed on the rental pursuant to this Contract (except to the extent attributable to Lessor's income). d. Base Rent, Percentage Rent, Additional Rent and all other payments required under this Lease shall be collectively referred to herein as the "Rent." Rent shall be made in U.S. dollars and shall be made via (i) check, or (ii) wire transfer to a bank account designated by Lessor, at Lessor's sole discretion without notice, demand, abatement, deduction or offset. If Lessor directs Lessee to make payments by check, such check(s) shall be made payable as written and directed to the lockbox as set forth in the Payment Schedule. Late payments shall incur interest at the rate of the lesser of ten percent (10%) or the maximum amount allowed by law, per month from the date such payments were originally due. e. To the extent that Percentage Rent is payable hereunder, Lessee shall prepare and keep full, complete and proper books and source documents, in accordance with generally accepted accounting principles, of the Gross Revenues, whether for cash, credit or otherwise, relating to Lessee's operation within the Premises. The books and source documents to be kept by Lessee shall include, without limitation, true copies of at state and local sales and use tax returns and reports, records of inventories and receipts of merchandise, daily receipts from all sales and other pertinent original sales records and records of any other transactions conducted in or from the Premises by Lessee and any other persons conducting business from the Premises. Pertinent original sales records shall include, without limitation, sales records which would normally be examined by an independent accountant pursuant to generally accepted auditing standards in performing an audit of Lessee's sales. f. With each payment of Percentage Rent, to the extent applicable, Lessee shall provide Lessor with a written statement certifed as accurate by a duly authorized officer of Lessee, prepared in a format acceptable to Lessor, the Gross Revenues received, gross invoice amounts billed, discounts, rebates, charge backs, and other deductions, and the Percentage Rent calculations. Such statements shall be fumishad to Lessor whether or not any Gross Revenues were received by Lessee during the applicable period. The receipt or acceptance by Lessor of any statement, or the receipt or acceptance of any payment made, shall not prevent Lessor from subsequently challenging the validity or accuracy of such statement or payment. g. To the extent that Percentage Rent is payable hereunder, at any time during the Term, upon reasonable notice from Lessor, Lessee shall provide Lessor and its agents and representatives with access to such financial records and supporting documentation as may be reasonably requested by Lessor, and Lessor may inspect the Gross Revenues received by or credited to Lessee and Lessee's calculation of the Percentage Rent, to determine that such fees and charges are accurate and in accordance with this Lease. If, as a result of such inspection, Lessor determines that Lessee has not made proper payments of Percentage Rent to Lessor, Lessor shall notify Lessee of the amount of such non-payment and Lessee shall promptly pay to Lessor the amount of the non-payment, plus interest at the rate of two percent (2%) per annum more than the prime rate as reported by the Wall Street Journal computed on a daily basis from the date of receipt by Lessee of the unpaid amount until the date of payment to Lessor. Lessor shall be responsible for the cost of such inspection, except that if such inspection reveals an underpayment to Lessor of at least five percent (5%) of the Gross Revenues for the audited period, then Lessee shall reimburse Lessor for all reasonable cost of such inspection. Lessor's audit right hereunder shall continue for one (1) year beyond the expiration or earlier termination of the Term, or the last sale of merchandise or other goods for which Lessor is entitled to receive a percentage of the Gross Revenues, whichever is later. 4. Security Deposit. Lessee shall provide to Lessor, upon execution of this Lease, a security deposit in the amount set forth in the Payment Schedule (the "Security Deposit"). No interest shall accrue on the Security Deposit. Lessor shall have the right, at its option and in its sole discretion, to apply all or part of the Security Deposit toward the payment of any amounts required to remedy any Default of Lessee in the payment of Rent or the performance of any other condition or covenant contained herein. It is agreed that upon Lessee's surrender or vacation of the Premises, Lessor, or its agent or designee, shall inspect the Premises, and assess any and all damages to the Premises or Lessor's property or businesses caused by Lessee or on account of Lessee's business in the Premises. If the Premises are found to be in the condition in which they were provided to Lessee, and provided Lessee is not in Default under this Lease, the Security Deposit, or such portion thereof still held by Lessor after application of any portion for any prior Defaults by Lessee, will be returned to Lessee. If, however, there is any damage to the Premises or Lessee is in Default, the cost of curing such default, repairing such damage and/or restoring the Premises to the condition in which they were provided to Lessee (ordinary wear and tear excepted) will be deducted from the Security Deposit and the remainder wit be returned to Lessee, and to the extent the cost to cure such Default or the cost of repair exceeds the amount of the Security Deposit, Lessee shall pay Lessor for the shortfall within ten (10) days after receiving notice thereof from Lessor. 5. Installation' Alterations; Maintenance and Repair. Lessee shall install, at its sole cost and expense, all equipment, trade fixtures and facilities necessary for the Permitted Use. Prior to such installation, Lessee shall submit design plans and specifications to Lessor for approval. All work undertaken by Lessee or its contractors, subcontractors and other agents in connection with the installation, operation and maintenance of its equipment, trade fixtures and facilities shall be undertaken and completed in a good and workmanlike manner by professional, licensed and qualified personnel and contractors. Any fixtures installed by Lessee Short Term Lease Agreement PB020064 that cannot be removed without damage to the Premises or that remain on the Premises after the expiration or earlier termination of this Lease shall, at Lessor's option, become the sole property of Lessor upon such expiration or termination. Lessee, at its sole cost and expense, shall repair, replace and maintain in good condition all portions of the Premises. Lessee may not make any structural alterations to the Premises without the prior written consent of Lessor. Lessor shall not be responsible for any installations, alterations or maintenance of the Premises, nor shall it be liable for any installation, alteration or maintenance costs and expenses whatsoever. Lessee shall ensure that the Premises maintain the same standards of appearance and cleanliness as the remainder of the Shopping Center and any failure to do so shall be deemed a material breach of this Lease by Lessee. 6. Utilities. Lessee shall be solely responsible for directly contacting all necessary utility and service providers and procuring in its own name, and shall promptly pay for all fees, deposits and charges, including use and/or connection fees, hook-up fees, standby fees, and/or penalties for discontinued or interrupted service, and the like, for water, gas, electricity, fire alarm, burglar alarm, telephone, cable television, intemet or data service, sewer and sanitation, solid waste disposal and any other service or utility used in or upon or furnished to the Premises, including any such services that may be supplied by Lessor (whereupon, in such case, such utility fees may be included as Additional Rent). Lessee shall be solely responsible for notifying any such providers, including, without limitation, any waste disposal providers, of Lessee's cessation of such services at the Premises upon the expiration or earlier termination of this Lease and Lessor shall have no obligation or liability with respect thereto. 7. Surrender. Prior to the expiration or date of earlier termination of this Lease, Lessee shall (i) remove all of its personal property, signs, sets, displays and equipment from the Premises and the Shopping Center, (ii) remove all telephone and data cabling installed by or on behalf of Lessee, (iii) restore the Premises to the condition in which the Premises existed prior to installing of such personal property, signs, sets, displays and equipment, subject to ordinary wear and tear, (iv) repair all damage caused by or in connection with Lessee's compliance with the obligations contained in this Section (v) pay the Rent and other sums due and payable or outstanding; and (vi) surrender to Lessor the Premises, broom -clean and in good condition; provided, however, that Lessee shall not remove any fixtures or personal property affixed to the Premises. Any of Lessee's obligations under this Section which have not been performed by Lessee prior to the expiration or earlier termination of this Lease shall survive such expiration or termination. Further If Lessee fails to meet its obligations under this Section, Lessor shall have the right to cure such failure and, at Lessor's option, may either retain, remove or dispose of such property without any compensation to Lessee, and Lessee shall reimburse Lessor for its costs and expenses related thereto within five (5) days after Lessor gives written notice to Lessee of the amount due. 8. Indemnity. Lessee shall defend, indemnify and hold harmless Lessor, its agents, affiliates, members and employees, and any department store operating within the Shopping Center, from and against any and all liabilities, claim demands, damages, expenses, fees, fines, penalties, suits, proceedings, actions and causes of action of any and every kind and nature (i) arising from or in any way connected with the Permitted Use, or (ii) arising from or in any way connected with Lessee's use of the Premises, or (iii) caused by Lessee or any of its affiliates, members, employees, contractors, subcontractors, agents and representatives, excepting any liability or claim arising or growing out of the gross negligence or willful misconduct of Lessor, its employees, affiliates, members and agents. The provisions of this Section shall survive the expiration or earlier termination of this Lease. 9. Compliance: Permits. Lessee agrees that it has read and understands the rules and regulations for the Shopping Center attached hereto as Exhibit A (the "Operational Guidelines & Policies") and agrees and shall cause its employees to abide by the same, as such Rules and Reg's may be amended from time to time by Lessor. Lessee further agrees to comply with all applicable laws of the town, city, county, state and federal governments or any other public authority. Lessee further agrees that it shall not use, bring, maintain, release or discharge any hazardous materials on or onto the Premises or any other part of the Shopping Center. Lessee represents and warrants that Lessee has obtained, or will obtain prior to the commencement of its business operations, at its sole cost and expense, all required permits, authorizations, consents and approvals of any type or nature from the appropriate governmental authorities for use of the Premises for the Permitted Use, to the extent necessary (the "Permits"), and all of such Permits are, or will be, and will remain in full force and effect during the Term. Lessee shall provide copies of such required Permits to Lessor prior to the commencement of the Term. 10. "As -Is': Release. a. Lessee acknowledges that it has inspected the Premises (or will inspect the Premises prior to commencement of its business operations), observed no dangerous conditions, accepts the Premises "as is", and assumes all risk of injury or damage to Lessee's person or property, in connection with Lessee's use of the Premises regardless of the condition thereof. b. Lessee expressly waives all rights, i1 any, to assert any claims against Lessor, Westfield Property Management, LLC, Westfield U.S. Holdings, LLC, URW WEA LLC, Westfield America Limited Partnership and any and all of their parents, subsidiaries, affiliates, members, predecessors, successors, employees, representatives, any marketing fund, tenants and Lessees of Lessor for damage, destruction or loss of any equipment, property, goods, wares, merchandise, supplies, cash (or other evidence of customer debt such as checks or credit card receipts) upon the Shopping Center or, by any reason of fire, theft, robbery or burglary, bodily injury, personal injury or death or other loss, provided, however, such loss or damage is not due to the gross negligence or willful misconduct of Lessor or any of their parents, subsidiaries, affiliates, members, predecessors, successors, employees, representatives, any marketing fund, tenants and Lessees. Lessee accepts all responsibility for any injury or public liability incurred as a direct result of their display or fixtures or business operations. 11. Security. Lessor shall have no responsibility to provide security, supervision or protection against any loss that may be sustained by Lessee. Any Lessee requiring security must do so at Lessee's expense and utilize a security company approved by Lessor's representative. 12. Insurance. a. Lessee must provide written evidence of General Liability insurance for the Premises during the Term with a reputable and licensed insurance company acceptable to Lessor in the amount of $1,000,000 per occurrence, $2,000,000 in the aggregate. If Lessee owns or operates vehicles in the ordinary course of its business, Lessee must carry Automobile Liability insurance covering all owned, non -owned and hired vehicles with a per occurrence combined single limit of $1,000,000. The General Liability policy, and if applicable, the Automobile Liability policy, must be endorsed to include the additional insured as set forth in the Center Detail. The general liability policy evidenced by lessee will be endorsed to be primary and non-contributory with respect to any policy of insurance carried by Landlord and that any coverage carried by Landlord will be excess. The certificate of insurance and additional insured endorsements evidencing such coverage must be supplied prior to the commencement by Lessee of its business activities at the Shopping Center. Lessee must provide Statutory Worker's Compensation insurance as required by the laws of the state in which this Lease is in effect. Lessee shall give Lessor at least 30 days written notice of any cancellation or material change in coverage of Lessee's insurance policies. All policies of insurance evidenced by lessee will contain a waiver of subrogation in favor of the Landlord. b. Lessee must maintain all-risk property insurance including coverage for fire, theft, vandalism, malicious mischief, water damage which does not exclude backup from sewers or drains and/or sprinkler leakage, and extended coverage insuring Lessee's merchandise, furnishings, equipment and all other items of personal property of Lessee located on or in the Premises, in an amount equal to the full replacement cost thereof. c. The Worker's Compensation insurance policy obtained by Lessee pursuant to this Lease shall contain an endorsement waiving any right of subrogation which the insurer may otherwise have against the 2 of 4 10/8/2020 11:04:25 AM DocuSign Envelope ID: 546F22BF-911C-4E86-B7C1-D6FA8ADFC582 non -insuring party. If Lessor has contracted with a third party for the management of the Shopping Center, the waiver of subrogation by Lessee herein shall also run in favor of such third party. d. If Lessee contracts with or hires any contractor, vendor, or other service company, Lessee shall require such contractor, vendor, or other service company to maintain the insurance requirements as listed above. Lessee shall also require all contractors, vendors, or other service companies to execute the Landlord's required release and hold harmless form and to also provide Landlord a certificate of insurance evidencing the insurance require prior to allowing any contractor, vendor, or service company to enter the premises. 13. Events of Default Termination. a The occurrence of any of the following shall constitute a default and material breach of this Lease by Lessee (a "Default"): i. Any failure by Lessee to pay the Rent, and additional fees or other charge required to be paid under this Lease when due; or ii. Any failure by Lessee to observe or perform any other provision, covenant or condition of this Lease to be observed or performed by Lessee where such failure continues for twenty- four (24) hours after written notice from Lessor to Lessee; provided that if the nature of such default is such that the same cannot reasonably be cured within twenty-four (24) hours, Lessee shall not be deemed to be in default if it shall commence such cure within such period and thereafter rectify and cure such default with due diligence in no event to exceed ten (10) days after written notice thereof from Lessor to Lessee specifying the particulars of the default; or iii. Abandonment or vacation of the Premises by Lessee; or iv. In the event that proceedings in bankruptcy or insolvency are instituted by or against Lessee, or a receiver is appointed, or if any substantial part of the assets of Lessee is the object of attachment, sequestration or other type of comparable proceeding, and such proceeding is not vacated or terminated within thirty (30) days after its commencement or institution. b. In the event of any Default by Lessee, Lessor in addition to any other remedies available to it at law or equity, including injunction, at its option, without further notice or demand of any kind to Lessee or any other person may: (1) terminate this Lease, declare the Term hereof ended and re-enter the Premises and take possession thereof without the need for court order and remove all persons therefrom, and Lessee shall have no further claim thereon or hereunder; and (2) even though it may have re-entered the Premises, thereafter elect to terminate this Lease and all of the rights of Lessee in or to the Premises. If this Lease is terminated hereunder due to a Default by Lessee, no payment received by Lessor shall be returned to Lessee. c. To the full extent permitted under applicable law, Lessor shall have no duty to relet the Premises or otherwise mitigate damages under this Lease, and Lessee hereby releases Lessor from any and all duty to relet the Premises or otherwise mitigate damages. Lessee agrees that Lessor shall not be liable, nor shall Lessee's obligations hereunder be diminished, because of Lessor's failure to relet the Premises or collect rent due with respect to such reletting. Lessee waives all rights to plead such failure of Lessor to mitigate damages as a claim or affirmative defense in any proceeding based on any Default by Lessee. d. This Lease is terminable at the will of Lessor at its sole discretion upon seven (7) days' written notice sent to Lessee's address set forth above; provided, however, that notwithstanding the foregoing, if the Term of this Lease shall be thirty (30) days or less, this Lease shall be terminable at the will of Lessor at its sole discretion upon twenty-four (24) hours' written notice sent to Lessee's address set forth above. If this Lease is terminated at the option of Lessor without any default of Lessee, Lessor shall refund to Lessee the pro-rata amount of the Rent paid to Lessor for the remaining portion of the Term. 14. Assignment. This Lease may not be assigned or otherwise transferred or encumbered by Lessee, nor may any portion of the Premises be subleased by Lessee, without Lessor's prior written approval, which Lessor may withhold in its sole and absolute discretion. The direct or indirect sale of a controlling interest of Lessee, or the sale of all or substantially all of the assets of Lessee shall constitute an assignment of this Lease. 15. Lessor's Right to Relocate Premises a. Lessor shall have the right in its sole and absolute discretion to relocate the Premises to another part of the Shopping Center upon not less than seventy two (72) hours' written notice to Lessee and Lessee shall relocate its Premises to such other location as designated by Landlord within said seventy two (72) hour period. The new premises shall be substantially the same in size, decor and nature as the Premises and shall be placed in such condition at Lessor's sole cost. b. Lessor shall additionally have the right, in its sole and absolute discretion, to temporarily relocate the Premises to another location within the Shopping Center which is labeled as the Temporary Premise' on Exhibit - Map ('Temporary Premises') upon not less than seventy (72) hours' prior written notice to Lessee ('Relocation Notice'). The dates and duration of the period of relocation ('Relocation Period') shall be provided to Lessee in the Relocation Notice. Lessee shall be responsible, at its sole cost and expense, to relocate to and from the Temporary Premises on the beginning and end dates of the Relocation Period, respectively. Lessee's occupancy of the Temporary Premises shall at all times be subject to and in accordance with the terns and conditions of this Agreement, and the term 'Premises' shall mean the Temporary Premises during such period of time. Lessee shall not be entitled to any adjustment in the Rent or to any other compensation as a result of or in connection with a temporary relocation made under this Section 15.b. 16. Sale of Sh000ina Center. Lessor shall have the right, in its sole discretion, to assign this Lease to any purchaser or other assignee or transferee of a Shopping Center, provided that any such purchaser, assignee or transferee shall agree in writing to assume all of Lessor's obligations under this Lease arising after the date of such purchase, assignment or transfer, provided, however if Lessor does not assign this Lease to such purchaser, Lessor shall have the right to terminate this Lease upon written notice to Lessee without further obligation other than obligations which have accrued prior to and remain unsatisfied at the time of termination. 17. Notices. Wherever in this Lease it shall be required or permitted that notice be given or served by either party to this Lease to or on the other, such notice, shall be given or served, and shall not be deemed to have been duly given or served unless in writing and forwarded by certified or registered mail or reliable and nationally recognized overnight courier, addressed to the parties at the addresses set forth above. Either party may change such address by written notice sent by certified or registered mail. Lessor may also provide notice to Lessee by personally delivering such notice to the Premises. 18. Sianaoe; Visual Merchandising. The content, dimensions and location of any and all signage used by Lessee to promote the Permitted Use, and all visual merchandising of Lessee, shall be previously approved in writing by Lessor in its sole and absolute discretion. In no way limiting the foregoing, Lessee understands and agrees (i) that all signage must be professionally designed and prepared, shall not detract from the general appearance of the Premises or the Shopping Center, and that under no circumstances may any signage be handwritten, and (ii) that Lessee shall be solely responsible for all visual merchandising of Lessee, all visuals must professionally designed and prepared. and must be appropriate and relevant to the shopping season and Lessee's Permitted Use. Any failure to comply with the terms of this Section shall be deemed a material default and breach of this Lease providing Lessor with all rights and remedies set forth above. 19. Waiver of Jury Trial; Governing Law. To the extent enforceable, the parties to this Lease hereby waive and relinquish any and all rights that such party may have to trial by jury in any action, proceeding or counterclaim filed by either party, whether in contract, tort or otherwise, relating directly or indirectly to this Lease and/or the Premises, or any alleged acts or omissions of Lessor or Lessee in connection therewith. This Lease shall be construed in accordance with the laws of the State in which the Premises are located pertaining to contracts made and performed entirely therein. 20. Holdover. If Lessee shall fail to surrender the Premises upon the expiration or earlier termination of this Lease without the express written consent of Lessor, Lessee shall be deemed to be a month -to -month tenant of the Premises, with Base Rent due at a rate of 150% of the monthly Base Rent in effect at the expiration or termination of the Term, plus all Percentage Rent and Additional Rent payable, if any. The terms of such holdover tenancy shall otherwise be on the same terms and conditions as herein specified so far as applicable. Any holding over by Lessee without Lessor's consent shall entitle Lessor to reenter the Premises in its sole discretion. The provisions of this Section shall survive the expiration or earlier termination of this Lease. 21. Confidentiality. Except as reasonably necessary in the normal course of dealing with a party's employees, officers, directors, investors and prospective investors, attorneys, accountants, banks, lenders, advisors, and other representatives (all of whom will be required to honor the confidentiality of such information) or to the extent required by law, including, without limitation, reporting and disclosure requirements under applicable securities laws, (i) any and all information contained in this Lease or provided to or by Lessor and/or Lessee by reason of the covenants and conditions of this Lease, economic or otherwise, shall remain confidential between Lessor and Lessee and shall not be divulged to third parties without the prior consent of the other party hereto, and (ii) Lessee shall not disclose any material information regarding the Premises or the Shopping Center to third parties without Lessor's prior consent. Notwithstanding the foregoing, Lessor and Lessee shall be permitted to divulge the contents of statements and reports derived and received pursuant to the provisions of Section 3 hereof in connection with any contemplated sales, transfers, assignments, encumbrances or financing arrangements permitted hereunder or in connection with any administrative or judicial proceedings in which either party is involved where such party may be required to divulge such information. The provisions of this Section shall survive the expiration or earlier termination of this Lease. 22. Going Out of Business. Lessee shall not conduct or permit to be conducted any going out of business, liquidation, store closing, or other similar sale in the Premises at any time whatsoever without the prior express written consent of Lessor. The parties agree that in the event Lessee breaches this provision, Lessor will suffer immediate and irreparable damages and shall be entitled to injunctive relief permanently enjoining Lessee from conducting, or permitting to be conducted, such a sale in the Premises. 23. Gross Revenue Reporting Lessee shall fumish to Lessor, within ten (10) days after the expiration of each month during the Term, a complete statement, certified by Lessee, of the amount of Gross Revenue, made from the Premises during such period. If Lessee fails to furnish to Lessor any monthly statement of Gross Revenue within the time required by this Section, then Lessee shall pay within ten (10) days of demand therefor by Lessor as Additional Rent, a special handling fee of Fifty Dollars ($50.00) per statement per day until such statement is delivered to Lessor This remedy shall be in addition to any and all other remedies provided in this Lease or by law to Lessor. In addition, if Lessee fails to fumish any two (2) consecutive monthly statements of Gross Revenues within the time required by this Section, then, without limiting any of the Lessor's other rights under this Lease, Lessor shall have the right upon ten (10) days' prior written notice to conduct an audit as set forth in Section 3 above and any and all charges occasioned by reason thereof shall be the sole obligation of Lessee and payable on demand. 24. Consent to Certificate -Based Electronic Signature. Pursuant to the Electronic Signatures in Global and National Commerce Act (ESIGN) the Parties hereby expressly agree to the use of certificate -based electronic signature software operated by DocuSign for execution of this agreement/lease. The certificate based electronic signature generated by this software shall have the same legal effect as a handwritten signature and shall be admissible evidence of the Parties' mutual intent to be legally bound by this agreement. The Parties declare that they have received all information required to be fully aware of the certificate -based electronic signature process, and each Party hereby waives any challenge against the enforceability of this agreement based on the use of such certificate -based electronic signature software. 25. Miscellaneous. a. The invalidity or unenforceability of any particular provision(s) of this Lease shall not affect the other provisions hereof, and this Lease shall be construed in at respects as if such invalid or unenforceable provisions were omitted. b. In the event of any conflict between the terms of this Lease and the terms of any Operational Guidelines & Policies, the terms of this Lease shall control. c. If any action is brought by either party against the other party, relating to or arising out of this Lease, the transaction described herein or the enforcement hereof, the prevailing party shall be entitled to recover from the other party all reasonable attorneys' fees, costs and expenses incurred in connection with the prosecution or defense of such action. For purposes of this Lease, the term "attorneys' fees" or "attorneys' fees and costs" shall mean the fees and expenses of counsel to the parties hereto, which may include printing, photostating, duplicating and other expenses, air freight charges, legal research, deposition costs and fees billed for law clerks, paralegals and other persons not admitted to the bar but performing services under the supervision of an attorney, expert fees and all costs and fees incurred in connection with the enforcement or collection of any judgment obtained in any such proceeding. The provisions of this Section shall survive the entry of any judgment, and shall not merge, or be deemed to have merged, into any judgment. d. 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 agreement, negotiations, brochures, arrangements, or understanding pertaining to any such matter shall be effective for any purpose unless expressed herein. Any amendment to or other modification of this Lease must be in writing and signed by both parties hereto. e. This Lease may be signed in counterparts, each of which shall be deemed an original, and all of which together shall be deemed a single instrument. The parties agree that signatures by facsimile shall be accepted as originals. f. Lessee may not record this Lease or any memorandum or short form of this Lease in the public records. At Lessor's request, Lessee shall sign a recordable short form or memorandum of lease containing the terms required by statute and any other terns that Lessor wishes to include, which Lessor may record at Lessor's expense. THE FOLLOWING PROVISIONS ARE HEARBY INCORPORATED INTO THIS LEASE: For those Leases in which the Premises are located in California: 1. As of the Effective Date of the Lease, the Premises have not been inspected by a Certified Access Specialist (CASp). A Certified Access Specialist (CASp) can Inspect the subject premises and determine whether the subject premises comply with al of the applicable construction -related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction -related accessibility standards within the premises. Short Term Lease Agreement 3 of 4 PB020064 10/8/2020 11:04:25 AM DocuSign Envelope ID 546F22BF-911 C-4E86-B7C1-D6FA8ADFC582 2. For those Leases in which the Premises are located in the Shopping Center commonly known as The Village at Westfield Topanga, the following provisions are hereby incorporated into the Lease: Lessor has entered into an agreement with City of Los Angeles (the "City") which provides funding to Lessor for development of the Center (the "Funding Agreement"). This funding is based, in part, upon tax revenues from Lessees at the Center. In order for Lessor to comply with its commitment to provide tax revenue information to the City, Lessee shall submit to Lessor the following: i) a copy of its sales and use tax returns filed with the state of Califomia's Board of Equalization ("State Reporting") concurrent with its submittal of each such return to the state and ii) the City's Business Tax Return concurrent with its submittal of each such return to the City (the "City Reporting"). In the event the State Reporting and City Reporting are consolidated with other stores operated by Lessee, then Lessee shall submit supporting paperwork for the Premises used by Lessee in the preparation for the State Reporting and City Reporting. Lessor covenants that the State Reporting and City Reporting provided by Lessee hereunder shall be kept confidential and shall only be shared with the City in connection with the Funding Agreement, except as may otherwise be required by law. In addition, per the Funding Agreement Lessee shall execute a document with the state of California Franchise Board to provide the City access to the State Reporting (sale and use tax returns) submitted by Lessee to the state of California. Short Term Lease Agreement 4 of 4 PBO20064 10/8/2020 11:04:25 AM DocuSign Envelope ID 546F22BF-911C-4E86-B7C1-D6FA8ADFC582 Westfield EXHIBIT A SPECIALTY LEASING OPERATIONAL GUIDELINES & POLICIES The Shopping Center, including the enclosed areas, parking lots (if applicable) and peripheral developments, is private property. Any exhibitor or organizations that participate are subject to the operational guidelines & policies set by Westfield Shopping Center owners, management, marketing, and security staffs. These operational guidelines & policies are dictated in order to insure a safe and pleasant experience for exhibitors and shoppers. Center Operations: Center hours are posted, or may be obtained from the Management. 2. The Shopping Center maintains a full-time security, housekeeping and landscaping staff. However, individual exhibitors are responsible for the safety, security, and cleanliness of their own displays. Any damage to mall floors, walls, fumiture or plants will be billed to the Lessee/Licensee. The shopping Center assumes no responsibility for any loss or damage to property displayed in the mall or parking lot (if applicable). Unload and Setup: All set-ups must take place outside of regular Center hours. Check with Mall Office for set up hours during holiday and high -traffic seasons. Vehicle Display: Vehicles displayed in the Shopping Center must adhere to all local fire regulations. 2. Shopping Center Management requires less than one gallon of gas to no gas in tanks when vehicles are displayed on the property. Contact Center Management for more information. The gas tank must be taped shut, and the battery cables must be disconnected. 3. A drip pan must be placed under each vehicle and carpet pads must be placed under each tire. 4. An extra set of keys must be left with Security. Dealership employee or employee of Licensee/Leasee must clean car daily before 10:00 a.m. 5. A fire permit must be obtained prior to set-up. In order to comply with this regulation, please contact the Fire Department. 2. If special arrangements are made for morning set-up, this must be accomplished at least two VIOLATION OF ANY OF THE ABOVE NOTED OPERATIONAL GUIDELINES WILL BE GROUNDS hour prior to the start of business at the Shopping Center. FOR A FINE PER VIOLATION AND/OR IMMEDIATE TERMINATION OF THE TEMPORARY REVOCABLE AGREEMENT. 3. Exhibitors may park at loading areas only to unload materials. Vehicles must be moved immediately after unloading is completed. 4. No vehicles will be allowed on the sidewalks or landscaped areas. 5. Promotional Doors are available in some Shopping Centers. Please contact Center Management for more information, including dimensions and load requirements. 6. Plywood mat protectors are required at some Shopping Centers and must be placed over the Westfield entrance mats prior to driving a vehicle into the Shopping Center. Please contact Center Management for more information. Display Areas: All exhibitor personnel must be professionally dressed. Name tags and exhibit uniforms are recommended. 2. DRESS - To maintain a professional image in a casual atmosphere, RMUICart employees are to be dressed casually professional. This means no shorts, ragged or tom jeans, bare feet, "muscle -tanks", bare midriffs, thigh high skirts or low cut tops. Management reserves the right to close down any RMU whose employees are not dressed appropriately. 3. No person shall call out (hawk) to the shopping public that may pass by their exhibit or stand outside the exhibit. 4. Eating and drinking within your display is prohibited. (Drinks or food may not be stored at exhibit area.) 5. Lessee/Licensee is responsible for supplying tables, chairs, and other materials when applicable. All tables or counters must be skirted to the floor on all four sides. Color and quality of table skirting must be approved by Center management 10 days prior to set-up. 6. All exhibit signage must be pre -approved by Center management prior to set-up. All signs are to be professionally printed. Signs are to be in sign holders within the exhibit or on the exhibit table. VIOLATIONS ARE DUE AND PAYABLE 5 DAYS AFTER RECEIPT. IF VIOLATIONS HAVE BEEN GIVEN AND NOT PAID, IMMEDIATE TERMINATION OF THE TEMPORARY REVOCABLE AGREEMENT WILL ENSUE. Please keep a copy of these operational guidelines & policies requirements at the exhibit site. Ptease review these guidelines often with your employees and newly hired personnel. If you would like additional copies, please contact the Center Management. These Operational Guidelines & Policies may be altered, amended or modified by the Shopping Center at any time. AGREEMENT TO ACCEPT SPECIALTY LEASING OPERATIONAL GUIDELINES & POLICIES FOR PLEASE SIGN BELOW AND RETURN THIS PAGE WITH YOUR AGREEMENT" I have read and understand the Operational Guidelines & Policies and agree to abide by them. I further agree to have all employees read and understand these Operational Guidelines & Policies. l understand that failure to do so may result in termination of activity in the shopping center. Business Name City of National City OwneEafiecuSigned by: (Piecent) 1,(jI,V' 9DB4BEA3646142E_. Manager's Name Manager's Signature Brad Raulsto Exhibit A - OPERATIONAL GUIDELINES 8 POLICIES -SPECIALTY LEASING A-1 PB020064 10/8/2020 11:04:25 AM DocuSign Envelope ID: 546F22BF-911C-4E86-B7C1-D6FA8ADFC582 LEASE ABSTRACT FOR WESTFIELD INTERNAL USE ONLY Contract Type: Specialty Leasing Opportunity Name: City of National City 10/23/20 (PBO) SLO3Z-2 Tenant Information Trade Name / Account DBA: City of National City Legal Name / Account Name: City of National City Name (Optional): Address: 1243 National City Blvd. National City, CA 91950 Phone #: Lease Information Lease Status: Contract #: Tax Rev. Type (Q/NQ): Sales Category: New Business PB020064 SL Events BU Center Unit # Start Date End Date 12271 Plaza Bonita SLO3Z-2 10/23/2020 10/23/2020 Recurring Billing * Partial month minimum rent is already prorated in Salesforce BU Unit # Bill Code Start Date End Date Gross Amount Tax Rate Area 12271 SLO3Z-2 Z09 10/1/2020 10/31/2020 $1,000.00 12271 SLO3Z-2 ZA9 10/1/2020 10/31/2020 $0.00 One-time Fees BU Unit # Bill Code Start Date End Date Gross Amount Tax Rate Area Security Deposit BU Unit # Bill Code Deposit Type Amount Specialty Leasing Opportunity Abstract v. 1.4 6/11/2010 10/8/2020 11:04:25 AM Certificate Of Completion Envelope Id: 546F22BF911 C4E86B7C1 D6FA8ADFC582 Subject: Please DocuSign: MRAgreement _ City of National Source Envelope: Document Pages: 6 Certificate Pages: 3 AutoNav: Enabled Envelopeld Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) Record Tracking Status: Original 10/8/2020 10:33:16 AM Signer Events Brad Raulston, City Manager Adenham@nationalcityca.gov Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 10/12/2020 1:17:47 PM ID: b2f193dd-05e9-42da-bea6-92d20dfa 116d Alex Grandjacquet alex.grandjacquet@urw.com Director, Specialty Leasing URW Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Editor Delivery Events Agent Delivery Events Intermediary Delivery Events Certified Delivery Events Carbon Copy Events Jessica O'Brien jessica.obrien@urw.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Status: Completed City 10_23_20 (PBO) SLO3Z-2 _ PB020064 (1).pdf Signatures: 3 Initials: 0 Holder: Ronnie Warmuth ronnie.warmuth@urw.com Signature ,—OocuSigned bye tt^ad, I .sfbin,t ()hi Ilt,zttar "-91384BEA36413142E... Signature Adoption: Pre -selected Style Using IP Address: 12.188.214.220 r—D..usign.d by: t2lac Saw. crest '-38173B0FB8CA4F3... Signature Adoption: Pre -selected Style Using IP Address: 24.194.226.88 Signature Status Status Status Status Status L COPIED Doct&frii ■ SEcsige. Envelope Originator: Ronnie Warmuth 2049 Century Park East, 41st floor Century City, CA 90067 ronnie.warmuth@urw.com IP Address: 67.111.83.250 Location: DocuSign Timestamp Sent: 10/8/2020 10:43:36 AM Viewed: 10/12/2020 1:17:47 PM Signed: 10/12/2020 1:18:11 PM Sent: 10/12/2020 1:19:53 PM Viewed: 10/12/2020 3:01:12 PM Signed: 10/12/2020 3:01:15 PM Timestamp Timestamp Timestamp 111111111_, Timestamp -1,� Timestamp �■■ Timestamp - Sent: 10/12/2020 3:02:57 PM Carbon Copy Events Christa Gleeson christa.gleeson@urw.com Westfield Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Notary Events Envelope Summary Events Envelope Sent Certified Delivered Signing Complete Completed Payment Events Status COPIED Signature Signature Status Hashed/Encrypted Security Checked Security Checked Security Checked Status Electronic Record and Signature Disclosure Timestamp Sent: 10/12/2020 3:02:58 PM Timestamp illailL Timestamp Timestamps 10/12/2020 3:02:58 PM 10/12/2020 3:02:58 PM 10/12/2020 3:02:58 PM 10/12/2020 3:02:58 PM Timestamps Electronic Record and Signature Disclosure created on: 7/31/2020 11:44:06 AM Parties agreed to: Brad Raulston, City Manager ELECTRONIC RECORD AND SIGNATURE DISCLOSURE Pursuant to the Electronic Signatures in Global and National Commerce Act (ESIGN) the Parties hereby expressly agree to the use of certificate -based electronic signature software operated by DocuSign for execution of this agreement/lease. The certificate based electronic signature generated by this software shall have the same legal effect as a handwritten signature and shall be admissible evidence of the Parties' mutual intent to be legally bound by this agreement. The Parties declare that they have received all information required to be fully aware of the certificate -based electronic signature process, and each Party hereby waives any challenge against the enforceability of this agreement based on the use of such certificate -based electronic signature software. RESOLUTION NO. 2020 - 186 RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY AUTHORIZING THE CITY MANAGER TO EXECUTE A SHORT TERM LEASE AGREEMENT BETWEEN THE CITY OF NATIONAL CITY AND WESTFIELD PROPERTY MANAGEMENT LLC, WITH AN INDEMNITY AND HOLD HARMLESS PROVISION IN FAVOR OF THE WESTFIELD PROPERTY MANAGEMENT LLC, FOR A HALLOWEEN THEMED DRIVE-IN MOVIE AT PLAZA BONITA LOCATED AT 3030 PLAZA BONITA ROAD WHEREAS, due to the COVID 19 pandemic, the City of National City has cancelled events from March 2020 through October 2020; and WHEREAS, in order to create some normalcy and provide recreational opportunities for the residents of National City, the Community Services Department has been providing pandemic friendly events; and WHEREAS, on Friday, October 23, 2020, after the sun sets, the Community Services Department will host a free Halloween themed drive-in at Plaza Bonita Mall that will distribute goody bags to children in attendance; and WHEREAS, Plaza Bonita Mall is an ideal location due to their large paved parking facility which will give City staff the ability to control entrances, exits and capacity; and WHEREAS, per City Council Policy 1001, City staff recommends City Council's authorization of a Short Term Lease Agreement with Westfield Property Management LLC, which includes an indemnity and hold harmless provision in their favor. NOW, THEREFORE, BE IT RESOLVED, that the City Council hereby authorizes the City Manager to execute a Short Term Lease Agreement between the City of National City and Westfield Property Management LLC, with an indemnity and hold harmless provision in favor of the Westfield Property Management LLC, for a free Halloween themed drive-in movie at Plaza Bonita Mall located at 3030 Plaza Bonita Road. PASSED and ADOPTED this 6th day of October, 2020. Alejandra Sotelo-Solis, Mayor ATTEST: Michael R. Della, City Clerk APPROVED AS TO FORM: r -� it P. M•rris-Jones, CAttorney Passed and adopted by the Council of the City of National City, California, on October 6, 2020 by the following vote, to -wit: Ayes: Councilmembers Cano, Morrison, Quintero, Rios, Sotelo-Solis. Nays: None. Absent: None. Abstain: None. AUTHENTICATED BY: ALEJANDRA SOTELO-SOLIS BY: Mayor of the City of National City, California MICHAEL R. DALLA City Clerk of the City of National City, California Deputy I HEREBY CERTIFY that the above and foregoing is a full, true and correct copy of RESOLUTION NO. 2020-186 of the City of National City, California, passed and adopted by the Council of said City on October 6, 2020. City Cle of the City of Natial City, California By: Deputy CITY OF NATIONAL CITY, CALIFORNIA COUNCIL AGENDA STATEMENT MEETING DATE: October 6, 2020 AGENDA ITEM NO.: 8 ITEM TITLE: Resolution of the City Council of the City of National City authorizing the City Manager to execute a Short Term Lease Agreement between the City of National City and Westfield Property Management LLC, with an indemnity and hold harmless in favor of the Westfield Property Management LLC, for a Halloween themed drive-in movie at Plaza Bonita located at 3030 Plaza Bonita Road. PREPARED BY: Audrey Denham DEPARTMENT: C. mun'ty Se PHONE: 619-336-4243 APPROVED Bl EXPLANATION: Due to the pandemic, the City has cancelled events from March through October 2020. In order to create some normalcy and provide recreational opportunities for residents the Community Services Department has been providing pandemic friendly events. On Friday, October 23, 2020, after the sun sets, the Community Services Department will host a Halloween themed drive-in at Plaza Bonita. The event is free and participants must register in advance at www.joinnatcity.com. Kids in attendance will receive goody bags when they arrive. Participants can bring their own snacks and refreshments or visit the Westfield food court. Parking spaces will be spaced out to allow for social distancing. Per City Council Policy 1001, City Council must approve the Short Term Lease Agreement with Westfield Property Management LLC, which includes an indemnity and hold harmless in their favor. Plaza Bonita is an ideal location because of their large paved parking facility. The Plaza Bonita parking facility gives City staff the ability to control entrances, exits and capacity. INANCIAL STATEMENT: ACCOUNT NO. APPROVED: MIS 001-441-058-264-0000 (Promotional Activities) - $1,000.00 Funds are appropriated in the above account. APPROVED: `M /eet FINANCE ENVIRONMENTAL REVIEW: This is not a project and, therefore, not subject to environmental review. ORDINANCE: INTRODUCTION FINAL ADOPTION STAFF RECOMMENDATION: Adopt the resolution authorizing the City Manager to execute a Short Term Lease Agreement between the City of National City and Westfield Property Management LLC, with an indemnity and hold harmless in favor of the Westfield Property Management LLC. BOARD / COMMISSION RECOMMENDATION: ATTACHMENTS: 1. Agreement 2. Resolution Effective Date: 09-16-2020 CONTRACT FOR SHORT TERM LEASE AGREEMENT SHOPPING CENTER Plaza Bonita LESSEE City of National City, a Non -Profit DBA City of National City ADDRESS 1243 National City Blvd. CITY/STATE/ZIP National City, CA 91950 CONTRACT # PB020064 Reservation Detail: Premises Start Date End Date Base Rent (total per term) CAM' Fee (total per term) Utility Fee (total per term) HVAC' Ma int. Fee (halal per term) Trash Removal Fee (total per term) Sign Fee (total per term) Other Fee Imr,lp,r term) Estimated Rent Tax (tote( per term) Rent/Fee Total (total per term) Security Deposit w"eumet SL03Z-2 Parking (Events) 10/23/2020 10/23/2020 $1,000.00 $0.00 0.00 $0.00 $0.00 $0.00 $0,00 0.00 $1,000.00 00.00 CAM = Common Area Maintenance; HVAC = Heating, Ventilating and Air Conditioning Permitted Use: For the use of level three of the parking structure from 3:30pm to midnight for a spooky family movie night featuring "Gremlins". City would be responsible for equipment, power and anything else needed to show film to pre -registered guests through the City's registration system. Payment S Due Date Base Rent Operations Utilities Other Fees Estimated Rent Tax Security Deposit Total Due October 23, 2020 1000.00 0.00 0,00 $0.00 0.00 $1,000.00 Security Deposit on File: Payments shall be made payable as written below and directed to the following lockbox (always refer to PB020064 on the check): Plaza Bonita LLC PO Box 55879 Los Angeles, CA 90074-5879 Percentage Rent Schedule: Center Detail: Monthly 10/1 /2020 Term Percentage Rent Rate 0.00% Sales Breakpoint $0.00 Overage Due Date 11/5/2020 Property Address Phone Additional Insured Language Property Management Plaza Bonita 3030 Plaza Bonita Rd., #2075 National City, CA 91950 619-267-2850 Plaza Bonita LLC, Westfield, LLC, Westfield America Limited Partnership, Westfield Property Management LLC, URW WEA LLC, and any and all of their respective parents, partners, subsidiaries and affiliates, successors, assigns, employees, agents, officers and representatives, together with any mortgagee from time to time of the Landlord's interest, are named as additional insured, as their interests may appear. Westfield Property Management LLC Lessee hereby contracts for the lease of certain space as described above upon the terms and conditions set forth (i) in this Contract for Short Term Lease Agreement ('Contract), including the Reservation Detail, Payment Schedule, Percent Rent Schedule, and Center Detail, (ii) on the attached Contract for Short Term Lease Agreement Standard Terms ('Standard Terms') and (iii) Exhibit A (the Contract, the Standard Terms, and Exhibit A, collectively the "Lease"). The parties agree that signatures by facsimile or electronic delivery shall be accepted as originals. This Lease must be signed by both Lessee and Lessor to be effective. "LESSEE": "LESSOR": City of National City, a Non -Profit Signature: Westfield Property Management LLC, a Delaware limited liability company In its capacity as agent for the owner(s) of the Shopping Center Signature: Name: Name: Short Term Lease Agreement PB020064 1 of 4 9/16/2020 1:02 PM CONTRACT FOR SHORT TERM LEASE AGREEMENT STANDARD TERMS 1. Permitted Use. Lessee shall have the right to use the Premises for the "Permitted Use" as set forth in the Contract and for no other purpose ("Permitted Use), expressly conditioned upon payment of all Rent as set forth herein and all other terns and conditions set forth in this Lease. The location and the square footage for the Premises at the Shopping Center is specifically set forth on the site plan depicting the Premises that may be provided to Lessee upon its written request therefor. Lessee hereby accepts the size and location of the Premises. Lessee shall continuously operate within the Premises in accordance with the Permitted Use and shall be open for business within the entire Premises on each day and for at least the hours that the Shopping Center is open. 2. Term. The term for this Lease shall commence on "Start Date" as set forth in the Reservation Detail section of the Contract ("Reservation Detail") and shall expire on "End Date" as set forth in the Reservation Detail (the "Term'), unless earlier terminated as set forth in this Lease. Lessee may be permitted early entry into the Premises prior to the Start Date solely for the purpose of the stocking and fitting out of the Premises for the Permitted Use, and in no event shall Lessee commence to conduct business to the public from the Premises prior to said Start Date. If Lessee nevertheless commences to conduct business to the public from the Premises prior to the Start Date, Lessee agrees that it shall pay a Base Rent for each such day of operation at a daily rate that will be determined on a prorated basis using the Base Rent rate set forth in the Reservation Detail. 3. Rent a. Base Rent. Lessee agrees to pay Lessor an amount equal to the "Base Rene as set forth in the Reservation Detail (the "Base Rent") for the right to use and operate in the Premises in the Shopping Center. Lessee shall pay the Base Rent to Lessor in accordance with the schedule for payment set forth in the Payment Schedule section of the Contract ("Payment Schedule"). b. Percentage Rent. In addition to the Base Rent payable above, Lessee shall also pay to Lessor percentage rent equal to the amount (the "Percentage Rent") determined by multiplying (i) the amount of Gross Revenue that exceeds the "Sales Breakpoint" set forth in the Percentage Rent Schedule of the Contract (the "Percentage Rent Schedule'), by (ii) the Percentage Rent Rate" set forth in Percentage Rent Schedule. All payments of the Percentage Rent, if applicable, shall be due on the Overage Due Date(s) set forth in the Percentage Rent Schedule. "Gross Revenues' shall mean the entire amount of gross revenues received with respect to the Premises by Lessee from third parties. c. Additional Rent. In addition to the Base Rent, Lessee shall also pay to Lessor the amounts described in the Reservation Detail, to the extent applicable, and any other amounts due under this Lease (collectively, "Additional Rent'). Any sums classified in this Contract as a tax (if any) are estimates based on tax rates effective when last checked by the Lessor and are subject to change. Notwithstanding any estimate or anything else to the contrary, Lessee shall be responsible for all actual taxes imposed on the rental pursuant to this Contract (except to the extent attributable to Lessor's income). d. Base Rent. Percentage Rent, Additional Rent and all other payments required under this Lease shall be collectively referred to herein as the "Rent.' Rent shall be made in U.S. dollars and shall be made via (i) check, or (ii) wire transfer to a bank account designated by Lessor, at Lessor's sole discretion without notice, demand, abatement, deduction or offset. If Lessor directs Lessee to make payments by check, such check(s) shall be made payable as written and directed to the lockbox as set forth in the Payment Schedule. Late payments shall incur interest at the rate of the lesser of ten percent (10%) or the maximum amount allowed by law. per month from the date such payments were originally due. e. To the extent that Percentage Rent is payable hereunder, Lessee shall prepare and keep hill, complete and proper books and source documents, in accordance with generally accepted accounting principles, of the Gross Revenues, whether for cash, credit or otherwise, relating to Lessee's operation within the Premises. The books and source documents to be kept by Lessee shall include, without limitation, true copies of all state and local sales and use tax retums and reports, records of inventories and receipts of merchandise, daily receipts from all sales and other pertinent original sales records and records of any other transactions conducted in or from the Premises by Lessee and any other persons conducting business from the Premises. Pertinent original sales records shall include, without limitation, sales records which would normally be examined by an independent accountant pursuant to generally accepted auditing standards in performing an audit of Lessee's sales. f. With each payment of Percentage Rent, to the extent applicable, Lessee shall provide Lessor with a written statement certified as accurate by a duly authorized officer of Lessee, prepared in a format acceptable to Lessor, the Gross Revenues received, gross invoice amounts billed, discounts, rebates, charge backs, and other deductions, and the Percentage Rent calculations. Such statements shall be furnished to Lessor whether or not any Gross Revenues were received by Lessee during the applicable period. The receipt or acceptance by Lessor of any statement, or the receipt or acceptance of any payment made, shall not prevent Lessor from subsequently challenging the validity or accuracy of such statement or payment. g. To the extent that Percentage Rent is payable hereunder, at any time during the Term, upon reasonable notice from Lessor, Lessee shall provide Lessor and its agents and representatives with access to such financial records and supporting documentation as may be reasonably requested by Lessor, and Lessor may inspect the Gross Revenues received by or credited to Lessee and Lessee's calculation of the Percentage Rent, to determine that such fees and charges are accurate and in accordance with this Lease. If, as a result of such inspection, Lessor determines that Lessee has not made proper payments of Percentage Rent to Lessor, Lessor shall notify Lessee of the amount of such non-payment and Lessee shall promptly pay to Lessor the amount of the non-payment, plus interest at the rate of two percent (2%) per annum more than the prime rate as reported by the Wall Street Journal computed on a daily basis from the date of receipt by Lessee of the unpaid amount until the date of payment to Lessor. Lessor shall be responsible for the cost of such inspection, except that if such inspection reveals an underpayment to Lessor of at least five percent (5%) of the Gross Revenues for the audited period, then Lessee shall reimburse Lessor for all reasonable cost of such inspection. Lessor's audit right hereunder shall continue for one (1) year beyond the expiration or earlier termination of the Term, or the last sale of merchandise or other goods for which Lessor is entitled to receive a percentage of the Gross Revenues, whichever is later. 4. Security Deposit. Lessee shall provide to Lessor, upon execution of this Lease, a security deposit in the amount set forth in the Payment Schedule (the "Security Deposit"). No interest shall accrue on the Security Deposit. Lessor shall have the right, at its option and in its sole discretion, to apply all or part of the Security Deposit toward the payment of any amounts required to remedy any Default of Lessee in the payment of Rent or the performance of any other condition or covenant contained herein. It is agreed that upon Lessee's surrender or vacation of the Premises, Lessor, or its agent or designee, shall inspect the Premises, and assess any and all damages to the Premises or Lessor's property or businesses caused by Lessee or on account of Lessee's business in the Premises. If the Premises are found to be in the condition in which they were provided to Lessee, and provided Lessee is not in Default under this Lease, the Security Deposit, or such portion thereof still held by Lessor after application of any portion for any prior Defaults by Lessee, will be returned to Lessee. If, however, there is any damage to the Premises or Lessee is in Default, the cost of curing such default, repairing such damage and/or restoring the Premises to the condition in which they were provided to Lessee (ordinary wear and tear excepted) will be deducted from the Security Deposit and the remainder will be returned to Lessee, and to the extent the cost to cure such Default or the cost of repair exceeds the amount of the Security Deposit, Lessee shall pay Lessor for the shortfall within ten (10) days after receiving notice thereof from Lessor. 5. Installation; Alterations; Maintenance and Repair. Lessee shall install, at its sole cost and expense, all equipment, trade fixtures and facilities necessary for the Permitted Use. Prior to such installation, Lessee shall submit design plans and specifications to Lessor for approval. All work undertaken by Lessee or its contractors, subcontractors and other agents in connection with the installation, operation and maintenance of its equipment, trade fixtures and facilities shall be undertaken and completed in a good and workmanlike manner by professional, licensed and qualified personnel and contractors. Any fixtures installed by Lessee Short Term Lease Agreement PB020064 that cannot be removed without damage to the Premises or that remain on the Premises after the expiration or earlier termination of this Lease shall, at Lessor's option, become the sole property of Lessor upon such expiration or termination. Lessee, at its sole cost and expense, shall repair, replace and maintain in good condition all portions of the Premises. Lessee may not make any structural alterations to the Premises without the prior written consent of Lessor. Lessor shall not be responsible for any installations, alterations or maintenance of the Premises, nor shall it be liable for any installation, alteration or maintenance costs and expenses whatsoever Lessee shall ensure that the Premises maintain the same standards of appearance and cleanliness as the remainder of the Shopping Center and any failure to do so shall be deemed a material breach of this Lease by Lessee. 6. Utilities. Lessee shall be solely responsible for directly contacting all necessary utility and service providers and procuring in its own name, and shall promptly pay for all fees, deposits and charges, including use and/or connection fees, hook-up fees, standby fees, and/or penalties for discontinued or interrupted service, and the like, for water, gas, electricity, fire alarm, burglar alarm, telephone, cable television, internet or data service, sewer and sanitation, solid waste disposal and any other service or utility used in or upon or fumished to the Premises, including any such services that may be supplied by Lessor (whereupon, in such case, such utility fees may be included as Additional Rent). Lessee shall be solely responsible for notifying any such providers, including, without limitation, any waste disposal providers, of Lessee's cessation of such services at the Premises upon the expiration or earlier termination of this Lease and Lessor shall have no obligation or liability with respect thereto. 7. Surrender. Prior to the expiration or date of earlier termination of this Lease, Lessee shall (i) remove all of its personal property, signs, sets, displays and equipment from the Premises and the Shopping Center, (ii) remove all telephone and data cabling installed by or on behalf of Lessee, (iii) restore the Premises to the condition in which the Premises existed prior to installing of such personal property, signs, sets, displays and equipment, subject to ordinary wear and tear, (iv) repair all damage caused by or in connection with Lessee's compliance with the obligations contained in this Section (v) pay the Rent and other sums due and payable or outstanding; and (vi) surrender to Lessor the Premises, broom -clean and in good condition; provided, however, that Lessee shall.not remove any fixtures or personal property affixed to the Premises. Any of Lessee's obligations under this Section which have not been performed by Lessee prior to the expiration or earlier termination of this Lease shall survive such expiration or termination. Further If Lessee fails to meet its obligations under this Section, Lessor shall have the right to cure such failure and, at Lessor's option, may either retain, remove or dispose of such property without any compensation to Lessee, and Lessee shall reimburse Lessor for its costs and expenses related thereto within five (5) days after Lessor gives written notice to Lessee of the amount due. 8. Indemnity. Lessee shall defend, indemnify and hold harmless Lessor, its agents, affiliates, members and employees, and any department store operating within the Shopping Center, from and against any and all liabilities, claim demands, damages, expenses, fees, fines, penalties, suits, proceedings, actions and causes of action of any and every kind and nature (i) arising from or in any way connected with the Permitted Use, or (ii) arising from or in any way connected with Lessee's use of the Premises, or (iii) caused by Lessee or any of its affiliates, members, employees, contractors, subcontractors, agents and representatives, excepting any liability or claim arising or growing out of the gross negligence or willful misconduct of Lessor, its employees, affiliates, members and agents. The provisions of this Section shall survive the expiration or earlier termination of this Lease. 9. Compliance; Permits. Lessee agrees that it has read and understands the rules and regulations for the Shopping Center attached hereto as Exhibit A (the "Operational Guidelines & Policies") and agrees and shall cause its employees to abide by the same, as such Rules and Reg's may be amended from time to time by Lessor. Lessee further agrees to comply with all applicable laws of the town, city, county, state and federal governments or any other public authority. Lessee further agrees that it shall not use, bring, maintain, release or discharge any hazardous materials on or onto the Premises or any other part of the Shopping Center. Lessee represents and warrants that Lessee has obtained, or will obtain prior to the commencement of its business operations, at its sole cost and expense, all required permits, authorizations, consents and approvals of any type or nature from the appropriate governmental authorities for use of the Premises for the Permitted Use, to the extent necessary (the "Permits"), and all of such Permits are, or will be, and will remain in full force and effect during the Term. Lessee shall provide copies of such required Permits to Lessor prior to the commencement of the Term. 10. "As -Is"; Release. a. Lessee acknowledges that it has inspected the Premises (or will inspect the Premises prior to commencement of its business operations), observed no dangerous conditions, accepts the Premises "as is", and assumes all risk of injury or damage to Lessee's person or property, in connection with Lessee's use of the Premises regardless of the condition thereof. b. Lessee expressly waives all rights, if any, to assert any claims against Lessor, Westfield Property Management, LLC, Westfield U.S. Holdings, LLC, URW WEA LLC, Westfield America Limited Partnership and any and all of their parents, subsidiaries, affiliates, members, predecessors, successors, employees, representatives, any marketing fund, tenants and Lessees of Lessor for damage, destruction or loss of any equipment, property, goods, wares, merchandise, supplies, cash (or other evidence of customer debt such as checks or credit card receipts) upon the Shopping Center or, by any reason of fire, theft, robbery or burglary, bodily injury, personal injury or death or other loss, provided, however, such loss or damage is not due to the gross negligence or willful misconduct of Lessor or any of their parents, subsidiaries, affiliates, members, predecessors, successors, employees, representatives, any marketing fund, tenants and Lessees. Lessee accepts all responsibility for any injury or public liability incurred as a direct result of their display or fixtures or business operations. 11. Security. Lessor shall have no responsibility to provide security, supervision or protection against any loss that may be sustained by Lessee. Any Lessee requiring security must do so at Lessee's expense and utilize a security company approved by Lessor's representative. 12. Insurance. a. Lessee must provide written evidence of General Liability insurance for the Premises during the Term with a reputable and licensed insurance company acceptable to Lessor in the amount of $1,000,000 per occurrence, $2,000,000 in the aggregate. If Lessee owns or operates vehicles in the ordinary course of its business, Lessee must carry Automobile Liability insurance covering all owned, non -owned and hired vehicles with a per occurrence combined single limit of $1,000,000. The General Liability policy, and if applicable, the Automobile Liability policy, must be endorsed to include the additional insured as set forth in the Center Detail. The general liability policy evidenced by lessee will be endorsed to be primary and non-contributory with respect to any policy of insurance carried by Landlord and that any coverage carried by Landlord will be excess. The certificate of insurance and additional insured endorsements evidencing such coverage must be supplied prior to the commencement by Lessee of its business activities at the Shopping Center. Lessee must provide Statutory Worker's Compensation insurance as required by the laws of the state in which this Lease is in effect. Lessee shall give Lessor at least 30 days written notice of any cancellation or material change in coverage of Lessee's insurance policies. All policies of insurance evidenced by lessee will contain a waiver of subrogation in favor of the Landlord. b. Lessee must maintain all-risk property insurance including coverage for fire, theft, vandalism, malicious mischief, water damage which does not exclude backup from sewers or drains and/or sprinkler leakage, and extended coverage insuring Lessee's merchandise, furnishings, equipment and all other items of personal property of Lessee located on or in the Premises, in an amount equal to the full replacement cost thereof. c. The Worker's Compensation insurance policy obtained by Lessee pursuant to this Lease shall contain an endorsement waiving any right of subrogation which the insurer may otherwise have against the 2 of 4 9/16/2020 1:02:45 PM non -insuring party. If Lessor has contracted with a third party for the management of the Shopping Center, the waiver of subrogation by Lessee herein shall also run in favor of such third party. d. If Lessee contracts with or hires any contractor, vendor, or other service company, Lessee shall require such contractor, vendor, or other service company to maintain the insurance requirements as listed above. Lessee shall also require all contractors, vendors, or other service companies to execute the Landlord's required release and hold harmless form and to also provide Landlord a certificate of insurance evidencing the insurance require prior to allowing any contractor, vendor, or service company to enter the premises. 13. Events of Default; Termination. a. The occurrence of any of the following shall constitute a default and material breach of this Lease by Lessee (a'Default"): i. Any failure by Lessee to pay the Rent, and additional fees or other charge required to be paid under this Lease when due; or ii. Any failure by Lessee to observe or perform any other provision, covenant or condition of this Lease to be observed or performed by Lessee where such failure continues for twenty- four (24) hours after written notice from Lessor to Lessee; provided that if the nature of such default is such that the same cannot reasonably be cured within twenty-four (24) hours, Lessee shall not be deemed to be in default if it shall commence such cure within such period and thereafter rectify and cure such default with due diligence in no event to exceed ten (10) days after written notice thereof from Lessor to Lessee specifying the particulars of the default; or iii. Abandonment or vacation of the Premises by Lessee; or iv. In the event that proceedings in bankruptcy or insolvency are instituted by or against Lessee, or a receiver is appointed, or if any substantial part of the assets of Lessee is the object of attachment, sequestration or other type of comparable proceeding, and such proceeding is not vacated or terminated within thirty (30) days after its commencement or institution. b. In the event of any Default by Lessee, Lessor in addition to any other remedies available to it at law or equity, including injunction, at its option, without further notice or demand of any kind to Lessee or any other person may: (1) terminate this Lease, declare the Term hereof ended and re-enter the Premises and take possession thereof without the need for court order and remove all persons therefrom, and Lessee shall have no further claim thereon or hereunder; and (2) even though it may have re-entered the Premises, thereafter elect to terminate this Lease and all of the rights o1 Lessee in or to the Premises. If this Lease is terminated hereunder due to a Default by Lessee, no payment received by Lessor shall be returned to Lessee. c. To the full extent permitted under applicable law, Lessor shall have no duty to relet the Premises or otherwise mitigate damages under this Lease, and Lessee hereby releases Lessor from any and all duty to relet the Premises or otherwise mitigate damages. Lessee agrees that Lessor shall not be liable, nor shall Lessee's obligations hereunder be diminished, because of Lessor's failure to relet the Premises or collect rent due with respect to such reletting. Lessee waives all rights to plead such failure of Lessor to mitigate damages as a claim or affirmative defense in any proceeding based on any Default by Lessee. d. This Lease is terminable at the will of Lessor at its sole discretion upon seven (7) days' written notice sent to Lessee's address set forth above; provided, however, that notwithstanding the foregoing, if the Term of this Lease shall be thirty (30) days or less, this Lease shall be terminable at the will of Lessor at its sole discretion upon twenty-four (24) hours' written notice sent to Lessee's address set forth above. If this Lease is terminated at the option of Lessor without any default of Lessee, Lessor shall refund to Lessee the pro-rata amount of the Rent paid to Lessor for the remaining portion of the Term. 14. Assignment. This Lease may not be assigned or otherwise transferred or encumbered by Lessee, nor may any portion of the Premises be subleased by Lessee, without Lessor's prior written approval, which Lessor may withhold in its sole and absolute discretion. The direct or indirect sale of a controlling interest of Lessee, or the sale of all or substantially all of the assets of Lessee shall constitute an assignment of this Lease. 15. Lessor's Right to Relocate Premises a. Lessor shall have the right in its sole and absolute discretion to relocate the Premises to another part of the Shopping Center upon not less than seventy two (72) hours' written notice to Lessee and Lessee shall relocate its Premises to such other location as designated by Landlord within said seventy two (72) hour period. The new premises shall be substantially the same in size, dbcor and nature as the Premises and shall be placed in such condition at Lessor's sole cost. b. Lessor shall additionally have the right, in its sole and absolute discretion, to temporarily relocate the Premises to another location within the Shopping Center which is labeled as the 'Temporary Premise' on Exhibit - Map (Temporary Premises') upon not less than seventy (72) hours' prior written notice to Lessee (Relocation Notice'). The dates and duration of the period of relocation ('Relocation Period) shall be provided to Lessee in the Relocation Notice. Lessee shall be responsible, at its sole cost and expense, to relocate to and from the Temporary Premises on the beginning and end dates of the Relocation Period, respectively. Lessee's occupancy of the Temporary Premises shall at all times be subject to and in accordance with the terms and conditions of this Agreement, and the term' Premises' shall mean the Temporary Premises during such period of time. Lessee shall not be entitled to any adjustment in the Rent or to any other compensation as a result of or in connection with a temporary relocation made under this Section 15.b. 16. Sale of Shopping Center. Lessor shall have the right, in its sole discretion, to assign this Lease to any purchaser or other assignee or transferee of a Shopping Center, provided that any such purchaser, assignee or transferee shall agree in writing to assume all of Lessor's obligations under this Lease arising after the date of such purchase, assignment or transfer, provided however if Lessor does not assign this Lease to such purchaser, Lessor shall have the right to terminate this Lease upon written notice to Lessee without further obligation other than obligations which have accrued prior to and remain unsatisfied at the time of termination. 17. Notices. Wherever in this Lease it shall be required or permitted that notice be given or served by either party to this Lease to or on the other, such notice, shall be given or served, and shall not be deemed to have been duly given or served unless in writing and forwarded by certified or registered mail or reliable and nationally recognized overnight courier, addressed to the parties at the addresses set forth above. Either party may change such address by written notice sent by certified or registered mail. Lessor may also provide notice to Lessee by personally delivering such notice to the Premises. 18. Signage: Visual Merchandising. The content, dimensions and location of any and all signage used by Lessee to promote the Permitted Use, and all visual merchandising of Lessee, shall be previously approved in writing by Lessor in its sole and absolute discretion. In no way limiting the foregoing, Lessee understands and agrees (i) that all signage must be professionally designed and prepared, shall not detract from the general appearance of the Premises or the Shopping Center, and that under no circumstances may any signage be handwritten, and (ii) that Lessee shall be solely responsible for all visual merchandising of Lessee, all visuals must professionally designed and prepared, and must be appropriate and relevant to the shopping season and Lessee's Permitted Use. Any failure to comply with the terms of this Section shall be deemed a material default and breach of this Lease providing Lessor with all rights and remedies set forth above. 19. Waiver of Jury Trial' Governing Law. To the extent enforceable, the parties to this Lease hereby waive and relinquish any and all rights that such party may have to trial by jury in any action, proceeding or counterclaim filed by either party, whether in contract, tort or otherwise, relating directly or indirectly to this Lease and/or the Premises, or any alleged acts or omissions of Lessor or Lessee in connection therewith. This Lease shall be construed in accordance with the laws of the State in which the Premises are located pertaining to contracts made and performed entirely therein. 20. Holdover. If Lessee shall fail to surrender the Premises upon the expiration or earlier termination of this Lease without the express written consent of Lessor, Lessee shall be deemed to be a month -to -month tenant of the Premises, with Base Rent due at a rate of 150% of the monthly Base Rent in effect at the expiration or termination of the Term, plus all Percentage Rent and Additional Rent payable, if any. The terms of such holdover tenancy shall otherwise be on the same terms and conditions as herein specified so far as applicable. Any holding over by Lessee without Lessor's consent shall entitle Lessor to reenter the Premises in its sole discretion. The provisions of this Section shall survive the expiration or earlier termination of this Lease. 21. Confidentiality. Except as reasonably necessary in the normal course of dealing with a party's employees, officers, directors, investors and prospective investors, attorneys, accountants, banks, lenders, advisors, and other representatives (all of whom will be required to honor the confidentiality of such information) or to the extent required by law, including, without limitation, reporting and disclosure requirements under applicable securities laws, (i) any and all information contained in this Lease or provided to or by Lessor and/or Lessee by reason of the covenants and conditions of this Lease, economic or otherwise, shall remain confidential between Lessor and Lessee and shall not be divulged to third parties without the prior consent of the other party hereto, and (ii) Lessee shall not disclose any material information regarding the Premises or the Shopping Center to third parties without Lessor's prior consent. Notwithstanding the foregoing, Lessor and Lessee shall be permitted to divulge the contents of statements and reports derived and received pursuant to the provisions of Section 3 hereof in connection with any contemplated sales, transfers, assignments, encumbrances or financing arrangements permitted hereunder or in connection with any administrative or judicial proceedings in which either party is involved where such party may be required to divulge such information. The provisions of this Section shall survive the expiration or earlier termination of this Lease. 22. Going Out of Business. Lessee shall not conduct or permit to be conducted any going out of business, liquidation, store closing, or other similar sale in the Premises at any time whatsoever without the prior express written consent of Lessor. The parties agree that in the event Lessee breaches this provision, Lessor will suffer immediate and irreparable damages and shall be entitled to injunctive relief permanently enjoining Lessee from conducting, or permitting to be conducted, such a sale in the Premises. 23. Gross Revenue Reporting. Lessee shall fumish to Lessor, within ten (10) days after the expiration of each month during the Term, a complete statement, certified by Lessee, of the amount of Gross Revenue, made from the Premises during such period. If Lessee fails to furnish to Lessor any monthly statement of Gross Revenue within the time required by this Section, then Lessee shall pay within ten (10) days of demand therefor by Lessor as Additional Rent, a special handling fee of Fifty Dollars ($50.00) per statement per day until such statement is delivered to Lessor. This remedy shall be in addition to any and all other remedies provided in this Lease or by law to Lessor. In addition, if Lessee fails to fumish any two (2) consecutive monthly statements of Gross Revenues within the time required by this Section, then, without limiting any of the Lessors other rights under this Lease, Lessor shall have the right upon ten (10) days' prior written notice to conduct an audit as set forth in Section 3 above and any and all charges occasioned by reason thereof shall be the sole obligation of Lessee and payable on demand. 24. Consent to Certificate -Based Electronic Signature. Pursuant to the Electronic Signatures in Global and National Commerce Act (ESIGN) the Parties hereby expressly agree to the use of certificate -based electronic signature software operated by DocuSign for execution of this agreement/lease. The certificate based electronic signature generated by this software shall have the same legal effect as a handwritten signature and shall be admissible evidence of the Parties' mutual intent to be legally bound by this agreement. The Parties declare that they have received all information required to be fully aware of the certificate -based electronic signature process, and each Party hereby waives any challenge against the enforceability of this agreement based on the use of such certificate -based electronic signature software. 25. Miscellaneous. a. The invalidity or unenforceability of any particular provision(s) of this Lease shall not affect the other provisions hereof, and this Lease shall be construed in all respects as if such invalid or unenforceable provisions were omitted. b. In the event of any conflict between the terms of this Lease and the terms of any Operational Guidelines 8 Policies, the terms of this Lease shall control. c. If any action is brought by either party against the other party, relating to or arising out of this Lease, the transaction described herein or the enforcement hereof, the prevailing party shall be entitled to recover from the other party all reasonable attorneys' fees, costs and expenses incurred in connection with the prosecution or defense of such action. For purposes of this Lease, the tern "attorneys' fee& or 'attorneys' fees and costs" shall mean the fees and expenses of counsel to the parties hereto, which may include printing, photostating, duplicating and other expenses, air freight charges, legal research, deposition costs and fees billed for law clerks, paralegals and other persons not admitted to the bar but performing services under the supervision of an attorney, expert fees and all costs and fees incurred in connection with the enforcement or collection of any judgment obtained in any such proceeding. The provisions of this Section shall survive the entry of any judgment, and shall not merge, or be deemed to have merged, into any judgment. d. 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 agreement, negotiations, brochures, arrangements, or understanding pertaining to any such matter shall be effective for any purpose unless expressed herein. Any amendment to or other modification of this Lease must be in writing and signed by both parties hereto. e. This Lease may be signed in counterparts, each of which shall be deemed an original, and all of which together shall be deemed a single instrument. The parties agree that signatures by facsimile shall be accepted as originals. f Lessee may not record this Lease or any memorandum or short form of this Lease in the public records. At Lessor's request, Lessee shall sign a recordable short form or memorandum of lease containing the terms required by statute and any other terms that Lessor wishes to include, which Lessor may record at Lessor's expense. THE FOLLOWING PROVISIONS ARE NEARBY INCORPORATED INTO THIS LEASE: For those Leases In which the Premises are located In California: 1. As of the Effective Date of the Lease, the Premises have not been inspected by a Certified Access Specialist (CASp). A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction -related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction -related accessibility standards within the premises. Short Term Lease Agreement 3 of 4 PB020064 9/16/2020 1:02:45 PM 2. For those Leases in which the Premises are located in the Shopping Center commonly known as The Village at Westfield Topanga, the following provisions are hereby incorporated into the Lease: Lessor has entered into an agreement with City of Los Angeles (the "City") which provides funding to Lessor for development of the Center (the "Funding Agreement"). This funding is based, in part, upon tax revenues from Lessees at the Center. In order for Lessor to comply with its commitment to provide tax revenue information to the City, Lessee shall submit to Lessor the following: i) a copy of its sales and use tax returns filed with the state of California's Board of Equalization ("State Reporting") concurrent with its submittal of each such return to the state and ii) the City's Business Tax Return concurrent with its submittal of each such return to the City (the "City Reporting"). In the event the State Reporting and City Reporting are consolidated with other stores operated by Lessee, then Lessee shall submit supporting paperwork for the Premises used by Lessee in the preparation for the State Reporting and City Reporting. Lessor covenants that the State Reporting and City Reporting provided by Lessee hereunder shall be kept confidential and shall only be shared with the City in connection with the Funding Agreement, except as may otherwise be required by law. In addition, per the Funding Agreement Lessee shall execute a document with the state of Califomia Franchise Board to provide the City access to the State Reporting (sale and use tax returns) submitted by Lessee to the state of California. Short Term Lease Agreement 4 of 4 PBO20064 9/16/2020 1:02:45 PM Westflefr[ EXHIBIT A SPECIALTY LEASING OPERATIONAL GUIDELINES & POLICIES The Shopping Center, including the enclosed areas, parking lots (d applicable) and peripheral developments, is private property. Any exhibitor or organizations that participate are subject to the operational guidelines & policies set by Westfield Shopping Center owners, management, marketing, and security staffs. These operational guidelines & policies are dictated in order to insure a safe and pleasant experience for exhibitors and shoppers. Center Operations: Center hours are posted, or may be obtained from the Management. The Shopping Center maintains a full-time security, housekeeping and landscaping staff. However, individual exhibitors are responsible for the safety, security, and cleanliness of their own displays. Any damage to mall floors, walls, furniture or plants will be billed to the Lessee/Licensee. The shopping Center assumes no responsibility for any loss or damage to property displayed in the mall or parking lot (if applicable). Unload and Setup: All set-ups must take place outside of regular Center hours. Check with Mall Office for set up hours during holiday and high -traffic seasons. If special arrangements are made for morning set-up, this must be accomplished at least two hour prior to the start of business at the Shopping Center. Exhibitors may park at loading areas only to unload materials. Vehicles must be moved immediately after unloading is completed. No vehicles will be allowed on the sidewalks or landscaped areas. Promotional Doors are available in some Shopping Centers. Please contact Center Management for more information, including dimensions and load requirements. 6. Plywood mat protectors are required at some Shopping Centers and must be placed over the Westfield entrance mats prior to driving a vehicle into the Shopping Center. Please contact Center Management for more information. Display Areas: All exhibitor personnel must be professionally dressed. Name tags and exhibit uniforms are recommended. 2. DRESS - To maintain a professional image in a casual atmosphere, RMUICart employees are to be dressed casually professional. This means no shorts, ragged or tom jeans. bare feet, "muscle -tanks'. bare midriffs, thigh high skirts or low cut tops. Management reserves the right to close down any RMU whose employees are not dressed appropriately. No person shall call out (hawk) to the shopping public that may pass by their exhibit or stand outside the exhibit. 4. Eating and drinking within your display is prohibited. (Drinks or food may not be stored at exhibit area.) 5. Lessee/Licensee is responsible for supplying tables, chairs, and other materials when applicable. At tables or counters must be skirted to the floor on all four sides. Color and quality of table skirting must be approved by Center management 10 days prior to set-up. 6. All exhibit signage must be pre -approved by Center management prior to set-up. All signs are to be professionally printed. Signs are to be in sign holders within the exhibit or on the exhibit table. Vehicle Display: Vehicles displayed in the Shopping Center must adhere to all local fire regulations. Shopping Center Management requires less than one gallon of gas to no gas in tanks when vehicles are displayed on the property. Contact Center Management for more information. The gas tank must be taped shut, and the battery cables must be disconnected. A drip pan must be placed under each vehicle and carpet pads must be placed under each tire. An extra set of keys must be left with Security. Dealership employee or employee of Licensee/Leasee must clean car daily before 10:00 a.m. A fire permit must be obtained prior to set-up. In order to comply with this regulation, please contact the Fire Department. VIOLATION OF ANY OF THE ABOVE NOTED OPERATIONAL GUIDELINES WILL BE GROUNDS FOR A FINE PER VIOLATION AND/OR IMMEDIATE TERMINATION OF THE TEMPORARY REVOCABLE AGREEMENT. VIOLATIONS ARE DUE AND PAYABLE 5 DAYS AFTER RECEIPT. IF VIOLATIONS HAVE BEEN GIVEN AND NOT PAID, IMMEDIATE TERMINATION OF THE TEMPORARY REVOCABLE AGREEMENT WILL ENSUE. Please keep a copy of these operational guidelines & policies requirements at the exhibit site. Please review these guidelines often with your employees and newly hired personnel. If you would like additional copies, please contact the Center Management. These Operational Guidelines & Policies may be altered, amended or mod,ed by the Shopping Center at any time. AGREEMENT TO ACCEPT SPECIALTY LEASING OPERATIONAL GUIDELINES & POLICIES FOR PLEASE SIGN BELOW AND RETURN THIS PAGE WITH YOUR AGREEMENT l have read and understand the Operational Guidelines & Policies and agree to abide by them. l further agree to have all employees read and understand these Operational Guidelines & Policies. I understand that failure to do so may result in termination of activity in the shopping center. Business Name City of National City Owner's Name (Please Print) Owner's Signature Manager's Name Manager's Signature Exhibit A - OPERATIONAL GUIDELINES & POLICIES -SPECIALTY LEASING A-1 PB020064 9/16/2020 1:02:45 PM LEASE ABSTRACT FOR WESTFIELD INTERNAL USE ONLY Contract Type: Specialty Leasing Opportunity Name: Tenant Information City of National City 10/23/20 (PBO) SLO3Z-2 Trade Name / Account DBA: City of National City Legal Name / Account Name: City of National City Name (Optional): Address: 1243 National City Blvd. National City, CA 91950 Phone #: Lease Information Lease Status: Contract #: Tax Rev. Type (Q/NQ): Sales Category: New Business PB020064 SL Events BU Center Unit # Start Date End Date 12271 Plaza Bonita SLO3Z-2 10/23/2020 10/23/2020 Recurring Billing * Partial month minimum rent is already prorated in Salesforce BU Unit # Bill Code Start Date End Date Gross Amount Tax Rate Area 12271 SLO3Z-2 Z09 10/1/2020 10/31/2020 $1,000.00 12271 SLO3Z-2 ZA9 10/1/2020 10/31/2020 $0.00 One-time Fees BU Unit # Bill Code Start Date End Date Gross Amount Tax Rate Area Security Deposit BU Unit # Bill Code Deposit Type Amount Specialty Leasing Opportunity Abstract v. 1.4 6/11/2010 9/16/2020 1:02:45 PM RESOLUTION NO. 2020 - RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NATIONAL CITY AUTHORIZING THE CITY MANAGER TO EXECUTE A SHORT TERM LEASE AGREEMENT BETWEEN THE CITY OF NATIONAL CITY AND WESTFIELD PROPERTY MANAGEMENT LLC, WITH AN INDEMNITY AND HOLD HARMLESS PROVISION IN FAVOR OF THE WESTFIELD PROPERTY MANAGEMENT LLC, FOR A HALLOWEEN THEMED DRIVE-IN MOVIE AT PLAZA BONITA LOCATED AT 3030 PLAZA BONITA ROAD WHEREAS, due to the COVID 19 pandemic, the City of National City has cancelled events from March 2020 through October 2020; and WHEREAS, in order to create some normalcy and provide recreational opportunities for the residents of National City, the Community Services Department has been providing pandemic friendly events; and WHEREAS, on Friday, October 23, 2020, after the sun sets, the Community Services Department will host a free Halloween themed drive-in at Plaza Bonita Mall that will distribute goody bags to children in attendance; and WHEREAS, Plaza Bonita Mall is an ideal location due to their large paved parking facility which will give City staff the ability to control entrances, exits and capacity; and WHEREAS, per City Council Policy 1001, City staff recommends City Council's authorization of a Short Term Lease Agreement with Westfield Property Management LLC, which includes an indemnity and hold harmless provision in their favor. NOW, THEREFORE, BE IT RESOLVED, that the City Council hereby authorizes the City Manager to execute a Short Term Lease Agreement between the City of National City and Westfield Property Management LLC, with an indemnity and hold harmless provision in favor of the Westfield Property Management LLC, for a free Halloween themed drive-in movie at Plaza Bonita Mall located at 3030 Plaza Bonita Road. PASSED and ADOPTED this 6th day of October, 2020. Alejandra Sotelo-Solis, Mayor ATTEST: Michael R. Dalla, City Clerk APPROVED AS TO FORM: Angil P. Morris -Jones, City Attorney