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HomeMy WebLinkAboutE-10 Staff Report - CVS Sublease for Temp Relocation of Library CONSENT ITEM E-10 TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL VIA: SERGIO GONZALEZ, CITY MANAGER FROM: NICO DE ANDA-SCAIA, DEPUTY CITY MANAGER DATE: FEBRUARY 18, 2025 SUBJECT: RESOLUTION AUTHORIZING THE FORM AND EXECUTION OF A SUBLEASE AGREEMENT WITH CVS, LLC FOR PROPERTY LOCATED AT 101 WEST FOOTHILL BLVD. AZUSA, CA. FOR THE TEMPORARY RELOCATION OF THE CITY’S LIBRARY SERVICES BACKGROUND: In January of 2024, the Azusa City Library was awarded a competitive grant through the California State Library ‘Building Forward Facilities Improvement Program’ in the amount of $6,497,703. This grant program funds capital projects for public library buildings that address critical maintenance needs, safety upgrades, improve energy efficiency and sustainability, extend digital access, and expand physical access to library facilities. The City of Azusa previously approved and allocated a required local match amount of $3,248,847 toward this project, for a total project estimate of $9,746,550. In June of 2024, the City awarded a Professional Services Agreement with IDS Group in an amount not- to-exceed $822,639 for design-related consulting services for the Azusa Library Critical Infrastructure and Modernization Project. This project is currently in its final stages of construction document development, plan check and permitting. In advance of the project’s construction phase, which is anticipated to commence in Spring 2025, the City’s library services will need to be temporarily relocated to a new location to accommodate construction of the existing city library facility. Beginning in Summer 2024, city staff engaged in discussions with CVS, L.L.C. for use of their vacant downtown Azusa facility, located at 101 W. Foothill Boulevard, for this purpose. The City and CVS, L.L.C. executed a Letter of Intent for sublease of surplus property in December of 2024, which outlined negotiated key terms for the lease. Staff received CVS’s draft sublease on January 22, 2025, with the City’s revisions to the sublease currently under review by CVS legal. The recommended action adopts a resolution authorizing the form and execution of a sublease agreement with CVS, L.L.C. for the temporary relocation of the City’s Library Services, including proposed tenant improvements to the facility. Approved City Council February 18, 2025 Sublease Agreement with CVS, LLC February 18, 2025 Page 2 RECOMMENDATIONS: Staff recommends the City Council take the following actions: 1) Adopt Resolution No. 2025-C10, approving the general form of and authorizing the execution and delivery of a Lease Agreement with CVS, LLC, and authorizing the execution and delivery of other related documents in connection therewith; 2) Authorize the City Manager to execute the Lease Agreement, in a form acceptable to the City Attorney, on behalf of the City, subject to any additional changes necessary to carry out the intent of this action and subject to approval by the City Attorney; and 3) Authorize budget approval for sublease-related base rent payments in the amount of $3,000 per month for the term of the sublease. ANALYSIS: CVS, LLC. currently leases their now vacant downtown Azusa commercial facility from the property owner and has approximately one-year left on their master lease. CVS and the City of Azusa now wish to enter into a Sublease of this facility for the temporary relocation of the City’s library services during the construction phase of the Azusa Library Critical Infrastructure and Modernization Project. Under the Sublease terms, the City would be responsible for paying a base monthly rent of $3,000 per month (estimated at $30,000 for 12 months, including up to 2 free months of rent), plus common area maintenance (CAM) for the property. The City would also be responsible for utilities, interior repairs that may come up during the Sublease term (excluding structural elements), and tenant improvement- related expenses that are necessary to renovate the facility to accommodate Azusa’s library services. The City’s proposed tenant improvements are included as Exhibits D and E to the Sublease. The lease term shall commence upon final approval and execution by both parties and shall expire on February 28, 2026. It should be noted that the form of the sublease agreement is currently under review by CVS, LLC. As a result, the attached sublease agreement is still in draft form. However, time is of the essence and execution of the sublease agreement will need to occur expeditiously in order for the interior improvements to be completed in time to relocate library services and collections to this new location prior to start of construction at the existing city library facility. For that reason, the Resolution approves the form of a sublease agreement subject to any additional changes negotiated with CVS as to the form. In addition, the Resolution authorizes the City Manager to execute the sublease agreement, subject to any additional changes negotiated with CVS. We do not expect the base terms of the sublease to change. Should there be significant changes to the base terms, staff will bring the matter back for Council review and direction. However, this approach expedites execution of the sublease agreement so that the interior improvements may begin sooner without further delays. Following the execution of the Sublease by both parties, staff will begin coordinating tenant improvements to the CVS facility. Tenant improvements are anticipated to take approximately 3 weeks, followed by the moving-in of library collections and services from the present-day library facility. Sublease Agreement with CVS, LLC February 18, 2025 Page 2 FISCAL IMPACT: Under the Sublease terms, the City is responsible for paying a base monthly rent of $3,000 per month (estimated at $30,000 for 12 months, including 2 free months of rent), plus common area maintenance (CAM), utilities, interior repairs (excluding structural elements), and tenant improvement-related expenses that are necessary to renovate the facility to accommodate Azusa’s library services. The tenant improvements to the building are estimated to be less than $50,000 and are therefore under the City Manager’s signing authority. The cost of operating and maintaining the facility throughout the lease term will depend on City’s usage but is expected not to exceed current levels at the City’s present-day library facility, and these costs will therefore be included in the City’s appropriate ongoing facility maintenance budget(s). Any costs related to the rental of this facility will be charged to the General Fund-Library organization account number 10-30-511-000. Upon Council approval, staff will increase the budget by $30,000 under this account. Prepared by: Reviewed by: Nico De Anda-Scaia Leila Hassen Deputy City Manager City Librarian Reviewed and Approved: Sergio Gonzalez City Manager Attachment: 1) Resolution No. 2025-C10 2) Draft Sublease for City of Azusa Library Use 3) Exhibits D & E - Tenant Improvements 4) Master Shopping Center Lease - Redacted RESOLUTION NO. 2025-C10 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF AZUSA, CALIFORNIA, APPROVING THE GENERAL FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF A LEASE AGREEMENT WITH CVS, LLC.; AND AUTHORIZING THE EXECUTION AND DELIVERY OF OTHER RELATED DOCUMENTS AND ACTIONS IN CONNECTION THEREWITH (ADDRESS: 101 WEST FOOTHILL BLVD. AZUSA CA. 91702) WHEREAS, in January of 2024, the Azusa City Library was awarded a competitive grant through the California State Library ‘Building Forward Facilities Improvement Program’ for the Azusa Library Critical Infrastructure and Modernization Project; and, WHEREAS, construction for the Azusa Library Critical Infrastructure and Modernization Project is anticipated to commence in Spring, 2025; and, WHEREAS, the Azusa City Library services and collections will need to be relocated temporarily during the construction of this project; and, WHEREAS, the City has identified the vacant CVS commercial facility located at 101 W. Foothill Blvd, Azusa CA. 91702 as the preferred location for the purpose of housing the City’s Library Services during construction of this project; and, WHEREAS, the City now desires to execute a Lease Agreement, by and between the City and CVS, LLC. for temporary use of their facility, a form of which has been presented to this meeting and is on file with the City Clerk; and, WHEREAS, all acts, conditions and things required by the Constitution and laws of the State of California to exist, to have happened and to have been performed precent to and in connection with the consummation of the transactions authorized hereby do exist, have happened and have been performed in regular and due time, form and manner as required by law, and the City is now duly authorized and empowered, pursuant to each and every requirement of law, to consummate such transactions for the purpose, in the manner and upon the terms herein provided; NOW THEREFORE BE IT RESOLVED that the City Council of the City of Azusa does hereby find, determine and declare as follows: SECTION 1. Declaration of City Council. The City Council hereby specifically finds and declares that the actions authorized hereby constitute and are with respect to public affairs of the City, and that the statements, findings and determinations of the City set forth in the preambles above and in the documents approved herein are true and correct. SECTION 2. Lease Agreement. The general form of the Lease Agreement attached here as Exhibit “A” is hereby approved in a form substantially similar to that attached. The City Manager or the duly authorized designee of such officer (“Authorized Officer”), acting singly, is hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver said Lease Agreement, and other related documents in connection therewith, subject to any additional changes necessary to carry out the intent of this action and subject to approval by the City Attorney. SECTION 3. Compliance. The City of Azusa certifies that the project will comply with any laws and regulations including, but not limited to, the California Environmental Quality Act (CEQA), legal Page 16 of 16 requirements for building codes, health and safety codes, the California Labor Code, and disabled access laws. SECTION 4. Other Actions. The City Council hereby (i) authorizes the City Manager, the City Attorney, the City Clerk and the other officers of the City are hereby authorized and directed jointly and severally to do any and all things and to execute and deliver any and all documents which they may deem necessary or advisable in order to consummate the transactions contemplated and otherwise to carry out, vie effect to and comply with the terms and intent of this Resolution and Lease Agreement, including, without limitation, any amendments, restatements and other modification thereof. Such actions heretofore taken by such officers are hereby ratified, confirmed and approved. SECTION 5. Effective Date. This Resolution shall take effect from and after its date of passage and adoption. PASSED, APPROVED and ADOPTED this 18th day of February, 2025. Robert Gonzales Mayor ATTEST: Jeffrey Lawrence Cornejo, Jr. City Clerk STATE OF CALIFORNIA ) COUNTY OF LOS ANGELES ) ss. CITY OF AZUSA ) I HEREBY CERTIFY that the foregoing Resolution No. 2025-C10 was duly adopted by the City Council of the City of Azusa, at a meeting thereof held on the 18th day of February 2025, by the following vote of the Council: AYES: COUNCILMEMBERS: NOES: COUNCILMEMBERS: ABSENT: COUNCILMEMBERS: Jeffrey Lawrence Cornejo, Jr. City Clerk APPROVED AS TO FORM: Marco Martinez City Attorney Best Best & Krieger LLP EXHIBIT A (Lease Agreement) 45635.01000\43167075.2 1 9780 Azusa, CA SUBLEASE – FOR CITY OF AZUSA LIBRARY USE THIS AGREEMENT OF SUBLEASE – FOR CITY OF AZUSA LIBRARY USE is made this day of , 2025, for reference purposes only, by and between Garfield Beach CVS, L.L.C., a California limited liability company, having its principal office at One CVS Drive, Woonsocket, Rhode Island 02895 (hereinafter referred to as "Sublandlord") CVS Store No. 9780, and the City of Azusa, a California municipal corporation, having an address at 213 E Foothill Boulevard, Azusa, California 91702 (hereinafter referred to as "Subtenant"). W I T N E S S E T H: WHEREAS, CIM Acacia LLC and CIM Azusa, LLC, as successor in interest to Topaz- Azusa, LLC (hereinafter referred to as "Master Landlord") and Sublandlord, as successor in interest to American Drug Stores Inc., are current parties to that certain Lease dated June 9, 2000 (hereinafter referred to as the "Master Lease") pursuant to which Sublandlord leases certain premises containing approximately sixteen thousand seven hundred thirty (16,730) square feet of ground floor area as outlined on Exhibit A, attached hereto and incorporated herein by reference, located at 101 W Foothill Boulevard, Azusa, California, as more fully described in the Master Lease; and WHEREAS, Sublandlord is desirous of subleasing the Premises (as defined below) to Subtenant, and Subtenant is desirous of subleasing said space from Sublandlord for use as a library and related ancillary services; and WHEREAS, Sublandlord further represents and warrants that: (i) the Master Lease is now in full force and effect as of the date of this Sublease; (ii) neither the Master Landlord nor Sublandlord is in default of its obligations under the Master Lease, nor has any event occurred which with the giving of notice and/or passage of time would be a default thereunder; and (iii) Sublandlord has full right, power, and authority to sublet the Premises to Subtenant as provided below. NOW, THEREFORE, in consideration of the Premises and the mutual promises and covenants contained in this agreement, Sublandlord and Subtenant mutually agree as follows: SUBLEASE - 1. (a) It is understood and agreed that this Lease will be a Sublease. The Master Lease is incorporated as a part hereof except as specifically set forth herein, and Subtenant hereby acknowledges receipt of a copy of the Master Lease. 45635.01000\43167075.2 2 9780 Azusa, CA SUBORDINATION - (b) All rights of Subtenant hereunder are subject to the terms and provisions of the Master Lease and to any termination thereof. In the event of any inconsistency between the provisions of this Sublease (hereinafter referred to as "Sublease" or "Lease") and the Master Lease, this Sublease shall control. In the event that the Master Lease shall expire or terminate for any reason whatsoever, then, notwithstanding anything to the contrary herein set forth, this Lease will simultaneously and automatically terminate. Further, Subtenant agrees to indemnify Sublandlord and save it harmless from and against any and all claims, actions, damages, liability, and expenses in connection with or arising out of Subtenant's holdover after the date of termination as defined in this Lease. In addition, Subtenant agrees that Sublandlord shall not be liable to Subtenant in damages or otherwise for any breach of the Master Landlord under the Master Lease, except to the extent such damages or losses result from Sublandlord's actions, omissions, or failure to enforce its rights under the Master Lease in good faith and with reasonable diligence. OBLIGATIONS OF SUBTENANT UNDER MASTER LEASE - (c) Except as expressly set forth herein, Subtenant agrees to perform, fulfill and observe all covenants and agreements of Sublandlord, as set forth in the Master Lease, to the extent applicable to Subtenant's use and occupancy of the Premises, other than the covenants and agreements of Sublandlord set forth therein with respect to the payment of rent and other charges to the Master Landlord. Except as set forth in this Lease, Subtenant will have no rights with respect to the Master Lease. Subtenant acknowledges that nothing contained in this Lease shall be deemed to create any contract or obligation between Master Landlord and Subtenant hereunder, except as may be expressly permitted herein or required by the Master Lease or applicable law.. SUBTENANT AUTHORITY – (d) Subtenant represents and warrants that Subtenant is a municipal organization and in good standing under the laws of the State of California. OBLIGATIONS OF SUBLANDLORD UNDER MASTER LEASE – (e) Sublandlord agrees to perform all of its obligations under the Master Lease which are not the obligations of Subtenant hereunder, including but not limited to the obligation to pay rent and other charges to Master Landlord as provided in the Master Lease. (f) Whenever the consent of the Master Landlord is required under the Master Lease, and whenever the Master Landlord fails to perform its obligations under the Master Lease, Sublandlord agrees to use its reasonable, good faith efforts to obtain that consent or performance on behalf of Subtenant. (g) Sublandlord agrees not to terminate the Master Lease voluntarily, or modify the Master Lease in a manner that adversely affects Subtenant’s rights under this Sublease. Sublandlord 45635.01000\43167075.2 3 9780 Azusa, CA will refrain from any act or omission that would result in the failure or breach of any of the covenants, provisions, or conditions of the Master Lease on the part of the Tenant under the Master Lease. PREMISES – 2. Sublandlord does hereby sublease to Subtenant and Subtenant does hereby sublease from Sublandlord, for the term and on the conditions herein after provided, that certain lot or parcel of land having a post office address of 101 W Foothill Boulevard, Azusa, California, as more particularly described in the Master Lease, together with all buildings and improvements located thereon (the “Premises”). TERM - 3. The term of this Lease shall commence on the Delivery Date defined in Article 7 hereof, and said term shall expire on February 28, 2026, but in no event shall the term expire later than thirty (30) days prior to the expiration of the term of the Master Lease (the “Date of Expiration”) subject to the conditions hereinafter set forth, and subject to the provisions of the Master Lease. OPTION - 4. Subtenant shall have no right to renew this Lease. USE - 5. (a) Subtenant shall use the Premises as temporary space for use as a public library and related ancillary services related to library operations, and for no other purpose. No part of the Premises shall be leased or used for any of the following uses (the “Restricted Uses”): a health and beauty aids store; a greeting card and gift store; a store offering one-hour or other on-site photo processing including, without limitation, digital photo processing; a candy store; a vitamin store; a pharmacy mail order facility, a drug store, a pharmacy prescription department; a retail health center; a store selling alcoholic beverages, including, without limitation, beer, wine and distilled spirits, for off-premises consumption; a gas or fueling station; a discount, 99 cents store or "dollar" store which sells general merchandise (a "Dollar Store"); and/or a convenience store selling general grocery and convenience items (a "Convenience Store"). Examples of a Dollar Store (without limiting such Dollar Stores only to those listed) are stores such as Fred's, Dollar Store, Dollar General, or Family Dollar. Examples of a Convenience Store (without limiting such Convenience Stores only to those listed) are stores such as 7-Eleven, Quik Stop, On the Run, and Speedway. The term "pharmacy prescription department" shall include the dispensing, distribution or furnishing of prescription drugs by physicians, dentists, other health care practitioners, or a facility which accepts prescriptions from customers which are filled elsewhere and delivered to the customer, or entities such as clinics, dispensaries, or health maintenance organizations. 45635.01000\43167075.2 4 9780 Azusa, CA A "health and beauty aids store" shall mean a store which devotes the lesser of (a) more than five percent (5%) or (b) more than one hundred (100) square feet of its retail selling space to the display and sale of health and beauty aids. A "retail health center" shall include such operations as a CVS "Minute Clinic" or other similar use providing walk-in, non-traumatic medical services. The term "vitamin store" shall mean a store that devotes the lesser of (a) more than five (5%) of its retail selling space; or (b) more than one hundred (100) square feet to the display and sale of vitamins. No part of the Premises shall be used for or burdened by any easement or right where such use would benefit any adjacent property which is used for, or intended to be used for, any of the Restricted Uses (including, without limitation, any permanent or temporary, appurtenant or gross easement, lease, license grant of right of way, contract, agreement, or similar arrangement granting use of the Premises for access, utilities, slope or grading, visibility, signs, parking or other purpose). (b) Notwithstanding anything contained in this Sublease or the Master Lease to the contrary and notwithstanding Sublandlord’s consent to the use permitted under this Article, Sublandlord makes no representation or warranty as to whether the said permitted use and the operation of said use in and from the Premises by Subtenant complies with Laws (as hereinafter defined), or that the Premises is otherwise fit for the use permitted herein. Subtenant shall be solely responsible for obtaining the applicable licenses and other approvals (including, but not limited to, a Certificate of Occupancy), for said permitted use and ensuring throughout the Term hereof that said use complies with Laws. FIXED RENT - 6. (a) From the Date of Rent Commencement, as hereinafter defined, Subtenant shall pay Sublandlord, addressed to: CVS Pharmacy, Inc., Store Number 9780, Post Office Box 1525, Woonsocket, Rhode Island 02895, without any prior demand therefor and without any deduction or set-off whatsoever, the following monthly installments of annual fixed rent: ANNUAL MONTHLY PERIOD FIXED RENT INSTALLMENTS 3/1/2025 – 4/30/2025 $0 $0 5/1/2025 $30,000.00 $3,000.00 to Date of Expiration *subject to proration 45635.01000\43167075.2 5 9780 Azusa, CA Said fixed rent shall be payable to Sublandlord on the first day of each month in advance. In the event that Subtenant shall be late in its payment of fixed rent or any other charges due hereunder beyond applicable grace period provided in Article 19(a) herein, Subtenant shall pay Sublandlord a late fee in the amount of Ten (10%) percent per annum. COMMENCEMENT RENT - (b) It is understood and agreed that fixed rent and other charges due under this Lease shall commence on May 1, 2025 (hereinafter referred to as the "Date of Rent Commencement"), with the exception of Insurance obligations which will commence on the Delivery Date (hereinafter defined). If the Date of Rent Commencement shall be on any day other than the first day of a calendar month, fixed rent and any other charges payable hereunder for such month shall be apportioned on a per diem basis. (c) Upon determination of the Date of Rent Commencement, Sublandlord shall forward to Subtenant a Rent Commencement Lease Term Letter in the form of Exhibit B, attached hereto. Subtenant agrees to execute and return the Rent Commencement Lease Term Letter to Sublandlord within ten (10) business days of receipt thereof. Failure to return the Rent Commencement Lease Term Letter within ten (10) business days shall constitute a default hereunder. In the event of any inconsistency between the Rent Commencement Lease Term Letter as executed by Sublandlord and Subtenant and this Lease, the Rent Commencement Lease Term Letter shall control, and this Lease shall be deemed amended accordingly. DELIVERY OF THE PREMISES - 7. Sublandlord hereby covenants and agrees to deliver possession of the Premises to Subtenant in an "as is" condition and the Premises shall be considered delivered on March 1, 2025, the date that the keys are provided to Subtenant or to Subtenant’s agent (hereinafter the “Delivery Date”). Subtenant or Subtenant’s agent shall simultaneously execute and deliver a Possession and Acceptance Letter provided by Sublandlord’s agent, in the form attached hereto as Exhibit C, provided that such execution shall not waive Subtenant's rights to assert claims regarding latent defects or pre-existing conditions that are not reasonably apparent upon the Delivery Date. Subtenant agrees that Sublandlord shall have no obligation to perform any work, structural or non-structural, related to the build-out of the Premises in order to render the Premises fit for use or occupation, or for Subtenant's particular purposes or to make them acceptable to Subtenant. In no event shall Subtenant commence any work in the Premises, or conduct any alterations or other modifications therein, without first submitting to Sublandlord for Sublandlord’s review and approval, not to be unreasonably withheld, conditioned, or delayed, a detailed set of plans and drawings for Subtenant’s proposed work and/or alterations. Notwithstanding the preceding sentence, Master Landlord and Sublandlord acknowledge receipt of, and agrees that Subtenant’s pre-approved improvements (“Pre-Approved Improvements”) attached hereto as Exhibit D, and incorporated by reference, is hereby approved. 45635.01000\43167075.2 6 9780 Azusa, CA Subtenant shall have thirty (30) days from the date of Lease execution to inspect the heating, ventilation and air conditioning system (hereinafter “HVAC”) to notify Sublandlord of any repairs that are needed to put the HVAC system in working order. Subtenant shall notify Sublandlord in writing within said thirty (30) days and Sublandlord shall promptly commence to repair and bring the HVAC system into working order. If upon the expiration of the thirty (30) day period no prior notice shall have been given to Sublandlord, the HVAC shall be considered to be in working order and any repairs shall be the responsibility of Subtenant. As of the date of this Sublease, to the best of Sublandlord’s knowledge, the Premises has not been inspected by a Certified Access Specialist. REPAIRS AND MAINTENANCE - 8. (a) Subtenant assumes the obligations set forth in this Article 8(a) only if and to the extent that such obligations are to be performed by Sublandlord under the Master Lease. At Subtenant’s sole cost, Subtenant shall take good care of the Premises and shall keep same clean and free of dirt and debris, shall replace all broken glass, have responsibility for its own trash removal, and shall do the work required to maintain the Premises, the sprinklers, the storefront, and the fixtures and equipment therein, including the plumbing and electrical systems located in the Premises, in good working order. Subject to Article 7, Subtenant further agrees to maintain and repair the HVAC located in and servicing the Premises; and, when necessary, at its own cost and expense, to replace the major components of such system including the unit itself, the compressor, and the fan motor. Subtenant shall have the HVAC systems and fire systems inspected on an annual basis and shall immediately make any repairs as necessary. Subtenant shall provide copies of all inspection reports and all invoices evidencing any repairs to Sublandlord on an annual basis. Failure by Subtenant to have the HVAC system and fire systems inspected annually after written notice and a thirty (30)-day cure period shall be a default under this Lease. Subtenant’s maintenance obligations shall exclude any repairs required due to pre-existing conditions, latent defects, or the gross negligence or willful misconduct of Sublandlord, Master Landlord, or their respective agents, employees, or contractors. (b) If Subtenant fails to make any of the repairs required to be made by Subtenant under this Lease within thirty (30) days, or if the nature of the repairs requires more than thirty (30) days to complete, Subtenant shall have a reasonable period of time provided it commences repairs within thirty (30) days, after written notice from Sublandlord of the necessity therefor, Sublandlord, in addition to any other rights it may have hereunder, shall have the right, but not the obligation, to make said repairs on behalf of Subtenant and to bill Subtenant for the entire cost thereof. If, in an emergency in Sublandlord's opinion, any such repairs are immediately necessary, no prior thirty (30) days' notice shall be required, but Sublandlord shall give Subtenant whatever notice is reasonable in the circumstances and may forthwith make said repairs on behalf of Subtenant and bill Subtenant for the entire cost thereof. Subtenant will pay any amount so billed to it under this paragraph within thirty (30) days after receiving any such bill. (c) At the end, expiration, or other termination of the term hereby granted, Subtenant shall deliver up the Premises in as good order and condition as they were at the commencement of the term or may be put in thereafter, reasonable wear and tear and damage by casualty, fire and/or the elements excepted, and, except for Subtenant’s Pre-Approved Improvements Subtenant shall remove its trade 45635.01000\43167075.2 7 9780 Azusa, CA fixtures and equipment therefrom; provided, however, this subparagraph (c) shall not be applicable if Subtenant enters into a separate fully executed lease agreement with the Master Landlord to remain in the Premises for a term to commence upon the expiration of the term of this Lease and the Master Lease. In such event Subtenant shall surrender the Premises to Master Landlord on behalf of Sublandlord in the condition required under the Master Lease. Subtenant shall defend, indemnify and hold harmless Sublandlord from any and all claims, liability, cost, and expense (including reasonable attorney’s fees) on account of any claim by Master Landlord concerning the condition of the Premises as surrendered by Subtenant, except to the extent arising from Sublandlord's or Master Landlord’s own negligence, misconduct, or failure to meet their respective obligations.. (d) Sublandlord shall maintain and repair the roof (including roof membrane), walls, footing, foundations, and structural components of the Premises. (e) Tenant shall maintain the exterior painting, exterior utilities, parking lot and sidewalk, ACCESS TO PREMISES - 9. Sublandlord, its duly authorized agents and representatives shall have the right, following 24 hours’ notice to Subtenant (except in the case of an emergency, when no notice shall be necessary), to enter into and upon the Premises, or any part thereof, during Subtenant's business hours, or at any time in the event of an emergency, for the purpose of examining the same or making such repairs therein as may be necessary for the safety and preservation thereof. Sublandlord shall have the right to show the Premises to persons wishing to rent the same, following 24 hours’ notice to Subtenant, during Subtenant's business hours, and during the six (6) months next preceding the expiration of the term hereby granted. FIRE – 10. Subtenant agrees that Sublandlord shall have no obligation to repair or restore the Premises in the event that the Premises shall be damaged in whole or in part by fire, flood, tornado, or by the elements, or by act of God, or the public enemy, or otherwise. Subtenant shall notify Sublandlord promptly of any such damage and/or destruction. To the extent that Sublandlord's rent and other charges are abated under the Master Lease, Subtenant shall be entitled to an abatement of the fixed rent and other charges payable hereunder for the period during which the Premises are rendered totally or partially untenantable or incapable of use for the normal conduct of Subtenant's business therein. Notwithstanding the foregoing, in the event that the Premises are not restored within One Hundred Twenty (120) days after the damage has occurred, either party may elect to terminate this Lease by giving the other party thirty (30) days' written notice of its election to do so. As a condition of any such termination, Subtenant shall remove all debris from the Premises, provided that Subtenant shall not be required to perform any repairs or restoration beyond removing personal property and trash. Upon the delivery of any such termination notice and the above- 45635.01000\43167075.2 8 9780 Azusa, CA referenced assignment, this Lease shall terminate on the date specified in the notice and Subtenant shall vacate and surrender the Premises in the condition required above to Sublandlord on or before such termination date. Subtenant’s liability for Fixed Rent shall continue until the date of termination of this Lease, subject to any period of rent abatement as provided under this Article 10. CONDEMNATION - 11. Sublandlord shall have no obligation to Subtenant in the event that all or part of the Premises are taken in condemnation proceedings or by any right of eminent domain or for any public or quasi-public use. Subtenant shall promptly notify Sublandlord of any such taking. Subtenant shall be entitled to make a separate claim in the condemnation proceedings for any relocation costs, loss of goodwill and loss of business, or other damages specific to Subtenant’s interest in the Premises, provided such claim does not reduce or otherwise affect any award payable to Sublandlord. ASSIGNMENT AND SUBLETTING - 12. Subtenant shall not assign this Lease or sublet the whole or any part of the Premises, without Sublandlord's prior written consent, which Sublandlord may grant or withhold in its sole and absolute discretion. Subtenant shall provide to Sublandlord the name, notice address, telephone number and a contact person for the proposed subtenant as well as any financial information as may be required by Sublandlord. Notwithstanding anything herein to the contrary, in the event that Sublandlord consents to a sublease or assignment by Subtenant, Subtenant shall at all times remain liable under the Lease following any such subleasing or assignment. In the event of any permitted assignment or sublet hereunder by Subtenant which is made at a profit, said profit shall be paid to Sublandlord in accordance with the procedure set forth in Article 6 hereof. ALTERATIONS - 13. Except for Subtenant’s Pre-Approved Improvements, Subtenant shall not make any subsequent alterations to the Premises or storefront without the prior written consent of Master Landlord and Sublandlord, which consent Sublandlord, for itself covenants not to unreasonably withhold, condition, or delay after receiving plans for all proposed alterations. All alterations shall be in compliance with all applicable laws and with all requirements of the Master Lease. SIGNS - 14. Except for Subtenant’s approved signage depicted in Exhibit E, attached hereto and incorporated, Subtenant will not place any signs on the exterior of the Premises, without Master Landlord and Sublandlord's prior written consent, which consent Sublandlord covenants for itself not to unreasonably withhold, condition, or delay after receiving plans, subject to the approval of the appropriate governing authorities and the provisions of the Master Lease. Notwithstanding the foregoing, Master Landlord and Sublandlord agree that Subtenant’s sign package, attached hereto as Exhibit E, incorporated herein, is hereby approved as of the date of this Agreement. 45635.01000\43167075.2 9 9780 Azusa, CA REMOVAL OF FIXTURES & SIGNS - 15. All alterations, additions, and improvements in or upon the Premises or the building, made by either party, including the Pre-Approved Improvements (except Subtenant's furniture, trade fixtures, and other equipment and shelving), shall become the property of Sublandlord and shall remain upon and be surrendered with the Premises as a part thereof at the termination or other expiration of the term (or any renewal term) hereby granted. At the termination or other expiration of the term hereby granted or any renewal thereof, Subtenant shall remove the items enumerated in the parenthetical above, as well as its signs and identification marks, from the Premises. Subtenant agrees to repair any and all damage caused by such removal, ordinary wear and tear excepted or for restoring alterations that Sublandlord agreed in writing may remain. SUBLANDLORD NOT LIABLE - 16. Sublandlord or Sublandlord's agents shall not be liable for any injury or damage to persons or property resulting from steam, gas, electricity, water, rain or snow or leaks from any part of the building, or from the pipes, appliances or plumbing works or from the roof, street or sub-surface or from any other place or by dampness or by any other cause of whatsoever nature, unless caused by or due to the negligence or willful misconduct of Sublandlord, its agents, servants or employees; nor shall Sublandlord or its agents be liable for any such damage caused by Master Landlord or other persons in the building, or caused by operations in construction of any private, public or quasi-public work. Notwithstanding the foregoing, Sublandlord agrees to cooperate in good faith to assist Subtenant in seeking any remedies available from Master Landlord for damages to the Premises caused by Master Landlord's negligence or willful misconduct. SUBROGATION - 17. Each of the parties hereto hereby waives any and all rights of action for negligence against the other party hereto, which may hereafter arise for damage to the Premises or to the property therein resulting from any fire or other casualty of the kind covered by standard fire insurance policies with extended coverage, regardless of whether or not, or in what amounts, such insurance is now or may hereafter be carried by the parties hereto, or either of them. UTILITIES - 18. Commencing on the Delivery Date, Subtenant agrees to pay for all water consumed by it and to pay for any public sewer charges applicable to the Premises. Subtenant also agrees to pay for all other utilities, including gas and electricity, consumed by it in the Premises and covenants and agrees that it will keep sufficient heat in the Premises, at all times, to prevent pipes from freezing. If the Delivery Date shall be any day other than the first day of a calendar month such charges shall be pro-rated on a per diem basis. To the extent that the Premises is not separately metered for any utility, Subtenant shall pay its pro rata share of all expenses related to such utility. Notwithstanding the foregoing, if Subtenant’s type of business results in consumption levels that are disproportionate to other users on the same meter, Sublandlord reserves the reasonable right to monitor and assess all utility consumption and 45635.01000\43167075.2 10 9780 Azusa, CA adjust Subtenant’s share of the costs as necessary to reflect an equitable allocation based on usage. [NTD: PLEASE ADVISE WHAT UTILITIES ARE SEPARATELY METERED AND WHETHER CAFÉ ADJACENT TO PREMISES ARE PART OF SHARED EXPENSES] DEFAULTS - 19. (a) In the event that Subtenant (i) fails to pay all or any portion of any of the rent reserved herein or other sum due from Subtenant hereunder for a period of five (5) days after written notice [unless two (2) notices of default have been previously given within the prior twelve (12) month period in which case written notice of default shall not be required]; (ii) fails to cease all conduct prohibited hereby upon receipt of ten (10) days written notice from Sublandlord; (iii) fails to take actions in accordance with the provisions of written notice from Sublandlord to remedy Subtenant's failure to perform any of the terms, covenants and conditions hereof within thirty (30) days or if the nature of the repairs requires more than thirty (30) days to complete, Subtenant shall have a reasonable period of time provided it commences repairs within thirty (30) days, of written notice ; (iv) becomes bankrupt, insolvent or files any debtor proceeding; or files or has filed against Subtenant any petition in bankruptcy; or takes action or has action taken against Subtenant for the appointment of a receiver for all or a portion of Subtenant's assets; or files a petition for a corporate reorganization; or makes an assignment for the benefit of creditors; or if in any other manner Subtenant's interest hereunder shall pass to another by operation of law; (v) commits waste to the Premises; or (vi) is otherwise in breach of Subtenant's obligations hereunder and shall not have cured same within thirty (30) days or if the nature of the repairs requires more than thirty (30) days to complete, Subtenant shall have a reasonable period of time provided it commences repairs within thirty (30) days following written notice from Sublandlord; then, in any such event, Subtenant shall be in default hereunder and Sublandlord may, at its option and without further notice to Subtenant, (a) terminate Subtenant's right to possession of the Premises and without terminating this Lease re-enter and resume possession of the Premises, (b) declare this Lease terminated, and/or (c) accelerate and declare the entire remaining unpaid rent for the balance of the term of this Lease to be immediately due and payable forthwith, and may, at once, take legal action to recover and collect the same. Notwithstanding any re-entry of the Premises by Sublandlord, Subtenant hereby indemnifies and holds Sublandlord harmless from any and all loss or damage which Subtenant may incur by reason of the termination of this Lease and/or Subtenant's right to possession hereunder, except to the extent such loss or damage is caused by Sublandlord's negligence or willful misconduct. In no event shall Sublandlord's termination of this Lease and/or Subtenant's right to possession of the Premises abrogate Subtenant's agreement to pay rent and additional charges due hereunder for the full term of this Lease. Following re-entry of the Premises by Sublandlord, Subtenant shall continue to pay all rent and additional charges as same become due under the terms of this Lease (including any accelerated rent), together with all other reasonable expenses and attorneys' fees incurred by Sublandlord in regaining possession until such time, if any, as Sublandlord relets same and the Premises are occupied by such successor, it being understood that Sublandlord shall have no obligations to mitigate Subtenant's damages by reletting the Premises. Upon reletting, sums received from such new subtenant by Sublandlord shall be applied first to payment of reasonable costs incident to reletting (which may include construction allowances, leasing commissions, and other reasonable incidental expenses thereof); then to any indebtedness to Sublandlord from Subtenant other than for rent; and then to the payment of rent due and unpaid under this Lease. If the sums received by Sublandlord upon reletting are 45635.01000\43167075.2 11 9780 Azusa, CA insufficient to satisfy the costs of reletting and the obligations of Subtenant under this Lease, Subtenant shall pay to Sublandlord such deficiency in full, within ten (10) days of notice of same from Sublandlord. Subtenant shall have no right to any proceeds of reletting that remain following application of same in the manner set forth herein. Subtenant hereby agrees to waive its right to summary proceedings for any default which continues beyond the cure period. (b) The various rights and remedies herein granted to Sublandlord shall be cumulative and in addition to any other rights and remedies Sublandlord may be entitled to by law or in equity, and the exercise of one or more rights or remedies shall not impair Sublandlord's right to exercise any other right or remedy. In all events, Sublandlord shall have the right upon written notice to Subtenant and a reasonable opportunity for Subtenant to cure such breach, which shall not be less than ten (10) business days after receipt of such notice, or such longer period as may be reasonably necessary if the breach is not curable within ten (10) business days, to cure any breach by Subtenant at Subtenant's sole cost and expense, and Subtenant shall reimburse Sublandlord for such expense upon demand and sufficient documentation. Subtenant hereby expressly waives any and all rights of redemption granted by or under any present or future laws in the event Subtenant is evicted or dispossessed, for any cause, or in the event Sublandlord obtains lawful possession of the Premises by reason of the violation by Subtenant of any of the covenants and conditions of this Lease and Sublandlord has complied with all applicable notice and procedural requirements. (c) If Sublandlord shall not be permitted to terminate this Lease as hereinabove provided because of the provisions of Title 11 of the United States Code relating to bankruptcy, as amended ("Bankruptcy Code"), then Subtenant as a debtor in possession or any trustee for Subtenant agrees promptly, within no more than fifteen (15) days upon request by Sublandlord to the Bankruptcy Court, to assume or reject this Lease and Subtenant on behalf of itself, the debtor-in-possession, and any trustee agrees not to seek or request any extension or adjournment of any application to assume or reject this Lease by Sublandlord with such Court. In such event, Subtenant or any trustee for Subtenant may only assume this Lease if (i) it cures or provides adequate assurance that it will promptly cure any default hereunder, (ii) compensates or provides adequate assurance that Subtenant will promptly compensate Sublandlord for any actual pecuniary loss to Sublandlord resulting from Subtenant's defaults, and (iii) provides adequate assurance of performance during the fully stated term hereof of all of the terms, covenants, and provisions of this Lease to be performed by Subtenant. In no event after the assumption of this Lease shall any then existing default remain uncured for a period in excess of the earlier of ten (10) days or the time period set forth herein. Adequate assurance of performance of this Lease as set forth hereinabove shall include, without limitation, adequate assurance (i) of the source of rent reserved hereunder, and (ii) the assumption of this Lease will not breach any provision hereunder. In the event of a filing of a petition under the Bankruptcy Code, Sublandlord shall have no obligation to provide Subtenant with any services or utilities as may be herein required, unless Subtenant shall have paid and be current in all payments therefor. NOTICES - 20. It is mutually agreed that all notices that shall be given or served upon either party to this Lease shall be in writing and shall be given or served as follows: If given or served by Subtenant, by mailing the same to Sublandlord by registered or certified mail, return receipt requested, or by 45635.01000\43167075.2 12 9780 Azusa, CA overnight courier service which provides a receipt, addressed to Garfield Beach CVS, L.L.C., c/o CVS Health, One CVS Drive, Mail Code 1105, c/o Property Administration Department (Store No. 9780), Woonsocket, Rhode Island 02895, or at such other address as Sublandlord may from time to time designate by notice given to Subtenant; and if given or served by Sublandlord, by mailing the same to Subtenant by registered or certified mail, return receipt requested, or by overnight courier service which provides a receipt, addressed to Subtenant at the address listed on Page 1 of this Lease, or at such other address as Subtenant may from time to time designate by notice given to Sublandlord. COMMON AREA MAINTENANCE COSTS - 21. Subtenant, at Subtenant’s cost, assumes all Common Area Maintenance obligations for which Sublandlord is responsible under the Master Lease during the term of this Lease (and any extension thereof.) Subtenant's costs shall be limited to the proportionate share of such expenses attributable to the Premises, as reasonably determined, and Master Landlord and Sublandlord shall not charge or impose any additional administrative fees or mark-ups on such costs. TAXES - 22. Sublandlord agrees to pay to the local tax authorities and other governmental agencies throughout the term of this Lease and any renewal thereof, all personal property taxes which may be levied against the merchandise, trade fixtures and other personal property in and about the Premises. Notwithstanding the foregoing, Subtenant may, at its discretion, (but is not obligated to) and upon written request from Master Landlord and/or Sublandlord, apply for real estate tax exemptions for the Premises on behalf of itself and/or Master Landlord and/or Sublandlord through the Los Angeles County Assessor’s Office. Master Landlord and Sublandlord shall cooperate in good faith with Subtenant’s efforts, including providing any necessary documentation or authorizations reasonably required to facilitate such applications. INSURANCE – 23. Commencing on the Delivery Date, Subtenant agrees to keep the Premises insured under a general liability policy or equivalent self-insurance program or risk pool with combined policy limits of at least $2,000,000.00 for personal injuries and property damage, and shall deliver to Sublandlord a certificate of such insurance naming Sublandlord and Master Landlord as "additional insured." Subtenant also shall comply with the Master Lease with respect to any other insurance policies and/or certificates required by the Master Landlord of Sublandlord as tenant therein. Commencing on the Delivery Date, Subtenant shall maintain all-risk property insurance for the Premises for 100% of its replacement value as required in Section 17.2 of the Master Lease. Such insurance required hereunder shall name Sublandlord and Master Landlord as additional insured. INCREASE IN INSURANCE - 24. The Subtenant shall not use or occupy the Premises or any part thereof or suffer or permit the same to be used or occupied for any business or purpose deemed extra hazardous on account of fire or otherwise, and if by reason of the use and occupancy of the Premises hereunder, the 45635.01000\43167075.2 13 9780 Azusa, CA rate of fire insurance on the building in which the Premises are located shall be increased, the Subtenant will, on demand, pay to the Sublandlord the amount of such increase; but such increase in the rate of insurance shall not be deemed a breach of this covenant by the Subtenant. BROKER - 25. Sublandlord and Subtenant each represent and warrant that it has had no dealings or conversations with any real estate broker in connection with the negotiation and execution of this Lease other than Kevin Cote of Cushman & Wakefield (“CVS Health Management Broker”) and John Jennings of Catalyst Retail (“CVS Health Local Broker”) (collectively, “CVS Broker”). Sublandlord and Subtenant each agree to indemnify the other against all liabilities arising from any claim of any other real estate brokers, including cost of counsel fees, resulting from their respective acts. Sublandlord warrants and agrees that it shall be solely responsible for any and all brokerage commissions owing to said CVS Broker, as a result of the negotiation and execution of this Lease. Payment to any other broker specifically listed herein, shall be paid under separate written agreement. NO WAIVER - 26. A waiver by either party of any breach or breaches by the other of any one or more of the covenants, agreements or conditions of this Lease shall not bar the enforcement of any other rights or remedies for any subsequent breach of any of the same or other covenants, agreements or conditions. SECURITY/DAMAGE DEPOSIT - 27. None. SUBTENANT’S INDEMNITY - 28. (a) Subtenant shall defend, indemnify and save harmless Sublandlord and its agents and employees against and from all costs, expenses, claims, demands or liabilities arising from the following: (i) any willful, negligent or tortious act or omission on the part of Subtenant or any of its agents, contractors, subcontractors, servants, employees, licensees or invitees; or (ii) any failure by Subtenant to comply with any applicable law governing its use of the Premises; or (iii) any failure on the part of Subtenant to perform or comply with any of the covenants, agreements, terms, provisions, conditions or limitations contained in this Lease or the Master Lease on its part to be performed or complied with, except to the extent such liability is occasioned by Sublandlord’s willful, negligent or tortious act or omission. 45635.01000\43167075.2 14 9780 Azusa, CA In case any action or proceeding is brought against Sublandlord by reason of any such claim, Subtenant, upon written notice from Sublandlord, shall, at Subtenant’s expense, resist or defend such action or proceeding. SUBLANDLORD’S INDEMNITY - 29. Sublandlord shall defend, indemnify and save harmless Subtenant and its agents and employees against and from all costs, expenses, claims, demands or liabilities arising from the following: (i) any willful, negligent or tortious act or omission on the part of Sublandlord or any of its agents, contractors, subcontractors, servants, employees, licensees or invitees; or (ii) any failure by Sublandlord to comply with any applicable law governing its leasing or use of the Premises; or (iii) any failure to the part of Sublandlord to perform or comply with any of the covenants, agreements, terms, provisions, conditions or limitations contained in this Lease or the Master Lease on its part to be performed or complied with, except to the extent such liability is occasioned by Subtenant’s willful, negligent or tortious act or omission. In case any action or proceeding is brought against Subtenant by reason of any such claim, Sublandlord, upon written notice from Subtenant, shall, at Sublandlord’s expense, resist or defend such action or proceeding. FORCE MAJEURE - 30. The time of Sublandlord or Subtenant, as the case may be, to perform any of its obligations hereunder, with the exception of monetary payments due to Sublandlord hereunder (except for any period for which rent abatement is permitted hereunder), shall be extended if and to the extent that the performance thereof shall be prevented due to strikes, lockouts, civil commotion, war-like operation, invasion, rebellion, hostilities, military or usurped power, governmental regulations or controls, inability to obtain labor or materials despite due diligence, act of God, or other cause beyond the control of the party hereto whose performance is required. HAZARDOUS MATERIALS - 31. (a) For the purposes hereof, the term "Hazardous Materials" shall include, without limitation, substances defined as "hazardous substances", "hazardous materials", or "toxic substances" in any applicable federal law, any applicable state law, and/or any rules or regulations adopted or promulgated pursuant to any of said laws. (b) Subtenant represents and warrants that it will not use, store or dispose of any Hazardous Materials in the Premises. With regard to any Hazardous Materials caused by Subtenant, Subtenant shall remove same, in compliance with all applicable laws, and at Subtenant’s sole cost and expense; and Subtenant agrees to defend, indemnify and hold Sublandlord and Master Landlord 45635.01000\43167075.2 15 9780 Azusa, CA harmless from and against any and all costs, damages, expenses, and/or liabilities (including reasonable attorneys’ fees) which Sublandlord or Master Landlord may suffer as a result of any claim, suit or action regarding any such Hazardous Materials (whether alleged or real), and/or regarding the removal and clean-up of same. Subtenant shall not be required to remediate or pay for removal of any Hazardous Materials to the extent such Hazardous Materials (i) were present in or under the Premises prior to the Delivery Date, (ii) migrate to or under the Premises during the term through no action or fault of Tenant, or (iii) caused by unrelated third parties not hired or controlled by Tenant. (c) Subtenant’s obligations pursuant to this Article shall survive any expiration and/or termination of this Lease. PARKING - 32. Subtenant shall have the same right to the use of the parking area and common areas as Sublandlord has as tenant under the Master Lease. The subleased premises includes the adjacent parking lot. COMPLIANCE WITH LAWS - 33. Subtenant shall, at its sole cost and expense, comply with all laws, statutes, ordinances, and regulations (collectively, “Laws”) relating to the use and operation of the business conducted in and from the Premises. GOVERNING LAW - 34. This Lease shall be governed and construed in accordance with the laws of the State in which the Premises are located. ENTIRE AGREEMENT - 35. This Lease contains and embraces the entire agreement between the parties hereto and may not be changed or terminated orally or by any agreement unless such agreement shall be in writing and signed by the party against whom enforcement of such change or termination is sought. SEVERABILITY - 36. If any term or provision of this Lease or the application thereof to any persons or circumstances shall to any extent be invalid or unenforceable, the remainder of this Lease or the application of such term or provision to persons or circumstances other than those to which it is held invalid or unenforceable shall not be affected thereby, and each term and provision of this Lease shall be valid and enforceable to the fullest extent permitted by law. HEADINGS - 37. It is agreed that the headings of the various paragraphs herein are for reference only and are not to be construed as part of this agreement. 45635.01000\43167075.2 16 9780 Azusa, CA SUCCESSORS AND ASSIGNS - 38. This Lease shall inure to the benefit of and be binding upon the heirs, executors, administrators, successors and assigns of Subtenant and the successors and assigns of Sublandlord. COUNTERPARTS - 39. This Agreement may be executed in separate counterparts, each of which shall be an original and all of which shall be deemed to be one and the same instrument. FACSIMILE/ELECTRONIC/PDF COUNTERPART SIGNATURES - 40. Subtenant and Sublandlord agree that a facsimile, electronic or PDF signature on this Agreement is as valid as an original signature. 43. In the event that Subtenant, or any of its officers, directors, trustees, individual members, or partners, becomes the owner of the Premises, or succeeds to the interest of the Master Landlord during the term of the Master Lease, Subtenant hereby agrees with Sublandlord, that the term of this Sublease and the Master Lease shall automatically terminate on the effective date of such purchase. (REST OF PAGE INTENTIONALLY LEFT BLANK) 45635.01000\43167075.2 17 9780 Azusa, CA LIST OF EXHIBITS EXHIBIT A: Premises EXHIBIT B: Rent Commencement Letter EXHIBIT C: Acknowledgment and Acceptance Letter EXHIBIT D: Tenant’s Pre-approved Improvements EXHIBIT E: Tenant’s Pre-approved Signage 45635.01000\43167075.2 18 9780 Azusa, CA IN WITNESS WHEREOF, Sublandlord and Subtenant have duly executed this Lease on the day and year last written below. SUBTENANT: CITY OF AZUSA, a California municipal corporation By: Name: Title: Date: ATTEST: , City Clerk APPROVED AS TO FORM: Marco A. Martinez, City Attorney SUBLANDLORD: GARFIELD BEACH CVS, L.L.C., a California limited liability company By: Name: _______________________________ Title: _______________________________ Date: CVS LEGAL APPROVAL: Date: 45635.01000\43167075.2 19 9780 Azusa, CA EXHIBIT A SITE PLAN [NTD: REVISE IMAGE TO REMOVE RED OUTLINE AND DRAW ARROW AND SHADED COLORING IN PREMISES AND INCLUDE ADJACENT PARKING AREA RESERVED FOR CVS CLIENTELE TO MAKE IT DISTINGUISHABLE FOR BLACK AND WHITE PRINT] 45635.01000\43167075.2 20 9780 Azusa, CA EXHIBIT B RENT COMMENCEMENT - LEASE TERM LETTER Date Subtenant Attention: Address City, ST Zip Re: Sublease Agreement dated __________, by and between_____________, as Sublandlord, and ____________________, as Subtenant for property located at the _____________________ CVS Store No. Dear Subtenant: This letter is sent to confirm significant dates and information in accordance with our Sublease Agreement dated ___________. 1. Possession of the above-referenced premises was delivered to the Subtenant on ______________, with (__) days free rent. 2. Fixed rent due under the Sublease will commence as of __________. 3. The Sublease term commenced on ____________ and will expire on _______________. Subtenant has ___ (_) renewal options available to extend the term of the Lease. Notice of the first option, if elected, must be provided no later than _______, and would be effective ________. Please note the following: 1. Rent payments should be sent to: CVS, P.O. Box 1525 Woonsocket, RI 02895. As you are aware, your Sublease requires that rent and other payments are due on or before the first of each month. As a courtesy, CVS will send you a quarterly statement regarding any outstanding balance. While CVS will continue to provide you with this quarterly statement if you have an outstanding balance, CVS will not allow late payments without penalty. All rent checks must have the CVS Store Number listed in order for us to properly credit your account. 2. All other correspondence should be sent to: CVS, c/o Lease Administration, One CVS Drive, Mail Code: 1105; Woonsocket, RI 02895. All rent checks and correspondence must have the CVS Store Number (#________) listed in order for us to properly credit your account. 3. All Repairs and Maintenance calls should be placed to 844-825-6065. Please be sure to have your store number available in order for your issue to be handled promptly. For any follow up requests regarding repair and maintenance issues already reported to our Facilities Department, you may email vendorservices@cvscaremark.com. 4. A copy of your Certificate of Insurance as outlined in your Sublease must be forwarded to my attention as soon as possible. The additional insureds as required by the Sublease are to be 45635.01000\43167075.2 21 9780 Azusa, CA ______________________. All Certificates must have the CVS Store Number listed. If not, the Certificate may not be applied to the correct location. If the above accurately reflects your understanding, please sign below, retain one copy for your records, and return one copy to my attention. In the event of any inconsistency between this Rent Commencement Lease Term Letter and the lease, the terms of this Rent Commencement Lease Term Letter shall control, and the Lease shall be deemed amended accordingly. If you have any questions, or need my assistance at any time, please feel free to contact me at ___________________ or at ________________@CVSHealth.com. AGREED AND CONSENTED TO: Sincerely, CVS ENTITY By: ____________________ Date: ____________________ Name:_______________ Title: ________________ CC: S/T # Sent via Overnight Mail 45635.01000\43167075.2 22 9780 Azusa, CA EXHIBIT C ACKNOWLEDGEMENT AND ACCEPTANCE LETTER CVS Store Number: _____________________ Address of Store: ____________________________________ This letter is to acknowledge delivery of possession of the Premises from Landlord’s/Sublandlord’s agent this _____ day of ____________, 20__. Accepted by the duly authorized agent of Tenant/Subtenant: Tenant/Subtenant Entity Name:________________________________ Tenant/Subtenant’s Signature: ________________________________ Printed Name: ________________________________ It is agreed that a facsimile and/or electronic signature on this Acknowledgement and Acceptance Letter shall be as valid as an original signature. Sublandlord’s Agent: Please return a copy of this Acknowledgement and Acceptance Letter to _________________ at __________________@CVSHealth.com. 45635.01000\43167075.2 23 9780 Azusa, CA EXHIBIT D Tenant’s Pre-Approved Improvements Tenant Improvements (see also attached): • 8' Dividing Wall separating public area and rear of facility (utilized for book storage) • 8' Dividing Wall separating public area and staff workstations/cubicles (pharmacy location) • Small improvements to office areas on south-east corner (Door installation and FF&E) • Temporary front counter installation (re-located from current city library facility) • General Electrical and lighting repairs • Patch/paint walls • Replace carpet/flooring tiles • Bathroom repairs (signage, FF&E) • Wifi/VOIP set-up • Parking lot (repair truncated dome) • Landscaping improvements 45635.01000\43167075.2 24 9780 Azusa, CA EXHIBIT E Tenant’s Sign S T O R A G E S H E L V E S Y O U T H A R E A S T A F F O F C E X I T / D E L I V E R Y O F C I N F O D E S K O F C S T O R A G E S T O R A G E C O M P U T E R S P R I N T I N G / S C A N N I N G / C O P Y S H E L V E S P A T R O N S E A T I N G S E R V I C E C O U N T E R S T O R A G E S T A F F S T O R A G E P R O G R A M S P A C E CVS Pharmacy Sign 1 for Banner on Wall: Approx. Dimensions: 18ft by 6ft (216in x 72’in) CVS Pharmacy Sign 2 for Directory: Approx. Dimensions: 4 ft by 2 ft (48in x 24in)