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LAZZARINI, WHITEFORD & YOUNG LLP ELECTRONICALLY FILED
NICHOLAS LAZZARINI (SBN #259247) Superior Court of California,
County of Placer
KENRICK YOUNG (SBN #236032)
04/24/2024 at 10:19:46 AM
900 Howe Ave., Suite 250 By: Breanne E Sanders
Sacramento, California 95825 Deputy Clerk
916.446.0790 (tel)
916.446.0791 (fax)
nl@lwyllp.com
Attomeys for Plaintiff ECP/TPB1, LLC, a California limited liability company
SUPERIOR COURT OF THE STATE OF CALIFORNIA.
10 COUNTY OF PLACER
ll ECP/TPB1, LLC, a Califomia limited ) Case No. $-C¥-0052684
2 liability company, )
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) COMPLAINT
Plaintiff, ) 1. FOR BREACH OF CONTRACT;
14 Vv ) and,
15 ) 2. FOR COMMON COUNTS;
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THE SWEETEST LITTLE LIFE LLC, )
a California limited liability company, )
17 COURTNEY HANSON, an individual, ) [UNLIMITED CIVIL ACTION]
18 CAMERON HANSON, an individual,
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JEWEL ELLIOTT, an individual,
TERRENCE ELLIOTT, an individual,
and DOES 1-10, inclusive,
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Defendants.
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COMPLAINT FOR BREACH OF CONTRACT LAZZARINI, WHITEFORD & YOUNG LLP
AND COMMON COUNTS -1- 900 HOWE AVE., SUITE 250
SACRAMENTO, CA 95825
916.446.0790
Plaintiff ECP/TPB1, LLC, a California limited liability company (“Plaintiff”
or “ECP”), complains and alleges as follows:
GENERAL ALLEGATIONS
1 Plaintiff is a California limited liability company with its principal place
of business in Sacramento, California. Plaintiff conducts business in Placer County
and is the owner of the subject real property located in Placer County.
2 Defendant SWEETEST LITTLE LIFE LLC (“SWEETEST”) is a
California limited liability company with its principal place of business in Auburn,
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California.
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3 Defendant Courtney Hanson is an individual (“COURTNEY”)!.
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Plaintiff is informed and believes, and on that basis alleges, COURTNEY isa
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member and manager of SWEETEST. Plaintiff is informed and believes, and on that
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basis alleges, at all relevant times herein, COURTNEY was a resident of Placer
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County and did business in Placer County. As set forth post, COURTNEY executed
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the FIRST AMENDMENT TO LEASE (the “FIRST AMENDMENT”) and the
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AIRCRE CONTRACTS GUARANTY OF LEASE agreement (the “GUARANTY”)
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whereby COURTNEY guaranteed the obligations of SWEETEST regarding real
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property located in Auburn, Califomia, a city within Placer County.
4 Defendant Cameron Hanson is an individual (“CAMERON”). Plaintiff
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is informed and believes, and on that basis alleges, CAMERON is a member and
manager of SWEETEST. Plaintiff is informed and believes, and on that basis
alleges, at all relevant times herein, CAMERON was a resident of Placer County and
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did business in Placer County. As set forth post, CAMERON executed the FIRST
AMENDMENT and GUARANTY, whereby CAMERON guaranteed the obligations
of SWEETEST regarding real property located in Auburn, California.
' Due to common surname, Defendants’ first names are used herein. No disrespect is intended.
COMPLAINT FOR BREACH OF CONTRACT LAZZARINI, WHITEFORD & YOUNG LLP
AND COMMON COUNTS -2— 900 HOWE AVE., SUITE 250
SACRAMENTO, CA 95825
916.446.0790
5 Defendant Jewel Elliott is an individual and dba Kangen Collective
Holistic Health Market (“JEWEL”). Plaintiff is informed and believes, and on that
basis alleges, at all relevant times herein, JEWEL was a resident of Placer County
and did business in Placer County. As set forth post JEWEL executed the AIRCRE
CONTRACTS STANDARD MULTI-TENANT SHOPPING CENTER LEASE —
NET (the “LEASE”) regarding real property located in Aubum, California.
6 Defendant Terrence Elliott is an individual and dba Kangen Collective
Holistic Health Market (“TERRENCE”). Plaintiff is informed and believes, and on
that basis alleges, at all relevant times herein, JEWEL was a resident of Placer
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County and did business in Placer County. As set forth post, JEWEL executed the
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LEASE regarding real property located in Aubum, California.
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7 Plaintiff is ignorant of the true names of defendants DOES 1-10 (“DOE
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Defendants”), inclusive, and has therefore sued them by the foregoing names which
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are fictitious and is informed and believes and thereon alleges, in accordance with
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the Code of Civil Procedure section 474, that each of the said DOE Defendants
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claims an interest or has claimed an interest in the property hereinafter described and
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which is the subject of this action, or that the DOE Defendants may be legally
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responsible in some manner for the occurrences herein alleged and legally and
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proximately caused damages to Plaintiff as hereafter alleged. Plaintiff will amend
this complaint when the DOE Defendants’ true names and capacities are ascertained.
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8 Plaintiff is informed and believes, and on that basis alleges, that, at all
times relevant herein, SWEETEST, COURTNEY, CAMERON, JEWEL,
TERRENCE, and the DOE Defendants (collectively, “Defendants”) were and are
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agents of each of the remaining Defendants, and were, in performing the acts
complained of herein, acting within the scope of such agency.
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COMPLAINT FOR BREACH OF CONTRACT LAZZARINI, WHITEFORD & YOUNG LLP
AND COMMON COUNTS -3- 900 HOWE AVE., SUITE 250
SACRAMENTO, CA 95825
916.446.0790
9 On or about January 12, 2022, JEWEL and TERRENCE entered into an
AIRCRE CONTRACTS STANDARD MULTI-TENANT SHOPPING CENTER
LEASE — NET commercial lease agreement and addendum with Plaintiff,
memorialized in writing and further evidenced by the parties’ course of conduct, for
lease of certain commercial property commonly known as 609 High Street, Auburn,
CA 95603 (the “PROPERTY”). A true and correct copy of the LEASE is annexed
hereto as Exhibit 1.
10. On or about December 21, 2022, JEWEL, TERRENCE, and
SWEETEST entered into the FIRST AMENDMENT to LEASE amendment and
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assignment agreement (the “ASSIGNMENT”). A true and correct copy of the
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ASSIGNMENT is annexed hereto as Exhibit2.
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11. Pursuantto the ASSIGNMENT, and effective January 1, 2023, JEWEL
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and TERRENCE assigned all of their rights and obligations under the LEA SE to
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SWEETEST and SWEETEST accepted such assignment. See Exhibit 2. As part of
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the assignment, JEWEL and TERRENCE’s obligations were limited to the amounts
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due through the original LEASE expiration date of May 31, 2024. Id. at 16.
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12. Also as part of the ASSIGNMENT, the LEASE term was extended from
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May 31, 2024 to May 31, 2026. See Exhibit 2, 42.
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13. On or about December 23, 2022, COURTNEY and CAMERON each
executed the GUARANTY agreement whereby COURTNEY and CAMERON each
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agreed to be jointly and severally liable for all debts and obligations owed by
SWEETEST under the LEASE and ASSIGNMENT (collectively, the “COMBINED
LEASE”) whenever they became due. A true and correct copy of the GUARANTY
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is annexed hereto as Exhibit3.
14. By operation of the COMBINED LEASE, the COMBINED LEASE
commenced on April 1, 2022. Exhibit 1, 1.5.
COMPLAINT FOR BREACH OF CONTRACT LAZZARINI, WHITEFORD & YOUNG LLP
AND COMMON COUNTS -4— 900 HOWE AVE., SUITE 250
SACRAMENTO, CA 95825
916.446.0790
15. Pursuant to the COMBINED LEASE, Defendants agreed to pay base
monthly rent of $866.00 per month beginning April 1, 2022! and increasing to
$919.00 per month through the end of the LEASE term on May 31, 2024. See
Exhibit 1, Addendum 4 51.
16. As part of the ASSIGNMENT, Defendants agreed to pay base monthly
rent of $943.00 per month beginning June 1, 2024 and increasing to $971.00 per
month from June 1, 2025 through the end of the COMBINED LEASE term on
May 31, 2026.
17. Pursuant to the COMBINED LEASE, Defendants agreed to pay
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Common Area Operating Expenses (“CAM”) of one and eight-tenths percent (1.8%)
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of the PROPERTY maintenance expenses, or approximately $324.00 per month, in
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addition to the monthly rent. Exhibit 1, 1911.7 and 51.
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18. Pursuant to the LEASE, Defendants agreed to pay a late fee of 10.00%
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of the past due amount or $100.00, whichever is greater, on any payment not made
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within ten (10) days of the due date. Exhibit 1, 13.4.
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19. Pursuant to the LEASE, Defendants agreed to pay interest of 10.00%
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per annum, but shall not exceed the maximum amount allowed by law, on all
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amounts past due. Exhibit 1, 413.5.
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20. Pursuant to the LEASE, upon default by Defendants, Plaintiff is entitled
to recover all amounts due under the full term of the LEASE except for those
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amounts Defendants prove could have been reasonably avoided. Exhibit 1,
4 13.2(a).
21. Pursuant to the LEASE, the prevailing party may recover reasonable
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costs and attorneys’ fees in any action involving the PROPERTY. Exhibit 1, § 31.
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' The LEASE commenced on April 1, 2022. JEWEL and TERRENCE were given early access
to the PROPERTY prior to commencement of the COMBINED LEASE.
COMPLAINT FOR BREACH OF CONTRACT LAZZARINI, WHITEFORD & YOUNG LLP
AND COMMON COUNTS -5— 900 HOWE AVE., SUITE 250
SACRAMENTO, CA 95825
916.446.0790
22. Pursuant to the LEASE, Plaintiff may recover any amounts paid for
restoration of the PROPERTY and reletting following Defendants vacating the
PROPERTY. Exhibit 1, 197.4(c) & 13.2(a)(iv)
23. Defendants breached the COMBINED LEASE on or about March 1,
2024 by failing to pay the amounts due and owing.
24. Pursuant to the ASSIGNMENT, the liability of JEWEL and
TERRENCE liability is limited to the amounts due through the original
COMBINED LEASE expiration date of May 31, 2024.
25. According to Plaintiff’s business records, a summary of which is
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annexed hereto as Exhibit 4, Defendants owe a total, principal balance of $59,057.96
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plus interest, late fees, costs, and attorneys’ fees through the balance of the lease
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term (the “DEBT”):
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° Rent and charges as of February 1, 2024 $10,234.96
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° Rent and charges for remainder of COMBINED LEASE $34,473.00
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° Security Deposit ($1,190.00)
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Property restoration charges TBD
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Late charges TBD
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Interest TBD
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Costs TBD
Attorneys’ Fees TBD
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26. Defendants have not cured nor repaid the DEBT of $59,057.96 plus
interest, costs, and attorneys’ fees provided under the COMBINED LEASE and law
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COMPLAINT FOR BREACH OF CONTRACT LAZZARINI, WHITEFORD & YOUNG LLP
AND COMMON COUNTS -6— 900 HOWE AVE., SUITE 250
SACRAMENTO, CA 95825
916.446.0790
FIRST CAUSE OF ACTION
(Breach of Contract)
27. Plaintiff realleges and incorporates by reference each and every
allegation of the preceding paragraphs as if fully set forth herein.
28. Plaintiff performed all acts required of him under the COMBINED
LEASE, except for those excused by Defendants’ failure to perform.
29. Defendants breached the COMBINED LEASE by failing to pay
Plaintiff the amounts due and owing without cause and in violation of the terms of
the LEASE.
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30. As aresult of Defendants’ failure to perform under the COMBINED
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LEASE, Plaintiff has been damaged in a principal amount not less than $59,057.96
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plus interest, late charges, costs, and attorneys’ fees.
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31. Pursuant to the ASSIGNMENT, the liability of JEWEL and
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TERRENCE liability is limited to the amounts due through the original
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COMBINED LEASE expiration date of May 31, 2024.
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32. Plaintiff may incur additional expenses making restorations to the
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PROPERTY .
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33. Plaintiff has retained counsel in order to protect its rights, and it has and
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will continue to incur attorneys’ fees.
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SECOND CAUSE OF ACTION
(Common Counts for Services Rendered)
34. Plaintiff realleges and incorporates by reference each and every
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allegation of the preceding paragraphs as if fully set forth herein.
35. On or about January 12, 2022, Defendants requested, by words or
conduct, that Plaintiff provide a lease of commercial space for the benefit of
Defendants.
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COMPLAINT FOR BREACH OF CONTRACT LAZZARINI, WHITEFORD & YOUNG LLP
AND COMMON COUNTS -7- 900 HOWE AVE., SUITE 250
SACRAMENTO, CA 95825
916.446.0790
36. Plaintiff provided the lease of commercial space as requested.
37. Defendants have not repaid Plaintiff and a principal balance of not less
than $59,057.96 plus costs remains unpaid.
PRAYER FOR RELIEF
For compensatory damages according to proof;
Interest at the maximum legal rate from the date said sums became
due and owing;
Reasonable attorneys’ fees and costs; and,
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For such other and further relief as the Court may deem just and
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proper.
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Date: April 24, 2024 LAZZARINI, WHITEFORD & YOUNG LLP
a
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17 NICHOLAS LAZZARINI
18 Attorney for Plaintiff
ECP/TPB1, LLC
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COMPLAINT FOR BREACH OF CONTRACT LAZZARINI, WHITEFORD & YOUNG LLP
AND COMMON COUNTS -8— 900 HOWE AVE., SUITE 250
SACRAMENTO, CA 95825
916.446.0790
EXHIBIT 1
DocuSign Envelope ID: 848716DD-407B-49FB-A8E7-9BE9B24F29D9
AIRCR contracts
STANDARD MULTI-TENANT SHOPPING CENTER LEASE - NET
1. Basic Provisions ("Basic Provisions").
1.1. Parties. This Lease ("Lease"), dated
for reference purposesonly January 12, 2022 _,ismadebyand between ECP/TPB1, LLC
("Lessor") and Jewel Elliott and Terrence Elliott jointl and_severall 1 dba Kangen Collective
Holistic Health Market ("Lessee") (collectively the "Parties", or individually a "Party"
1.2 Premises: That certain portion of the Shopping Center (as defined below), including all improvements therein or to be provided by Lessor under the terms
of this Lease, commonly known as (street address, unit/suite, city, state) 609 High St Auburn CA 95603 ("Premises"). The Premises are
located in the County of Placer and generally described as (describe briefly the nature of the Premises): an approximate] 704 SF
retail space _. In addition to Lessee's rights to use and occupy the Premises as hereinafter specified, Lessee shall have non-exclusive rightsto the Common
Areas (as defined in Paragraph 2.7 below) as hereinafter specified, but shall not have any rights to the roof, the exterior walls, or the utility raceways of the building
containing the Premises ("Building") or to any other buildings in the Shopping Center. The Premises and the Building are situated within the Shopping Center known
as_Livingston Building . The Premises, the Building, the Common Areas, and all other buildings and improvements within said Shopping Center,
together with the land upon which they are located, are herein collectively referred to as the "Shopping Center." (See also Paragraph 2)
1.3 Term: two (2) years and four (4) months ("Original Term") commencing _ February 2022 ("Commencement
Date") and ending May 31, 2024 _ ("Expiration Date"). (See also Paragraph 3)
1.4 Early Possessioi Ifthe Premises are available Lessee may have non-exclusive possession of the Premises commencing upon mutual Lease
execution ("Early Possession Date"). (See also Paragraphs 3.2 and 3.3)
15 Base Rent: $866.00 _ per month ("Base Rent"), payable on the first day ofeach monthcommencing April 1, 2022 . (see
also Paragraph 4)
If this box is checked, there are provisions in this Lease for the Base Rent to be adjusted. See Paragraph 51
1.6 Percentage Rent Rate N/A percent(_N/A _ %)of Gross Sales. Percentage Rent shall be due and payable in accordance with the
provisionsof the Percentage Rent Addendum, if any, attached hereto and made a part hereof, and Paragraph4 hereof.
1.7. Lessee's Share of Common Area Operating Expenses: one and eight tenths percent ( 1.8 %) ("Lessee's Share"). In the
event that the size of the Premises and/or the Shopping Center are modified during the term of this Lease, Lessor shall recalculate Lessee's Share to reflect such
modification.
1.8 Merchants’ Association Annual Dues: N/A per year ("Merchants Association Dues"). Lessee shall pay Merchants’ Association Dues and/or
become a member of the Merchants’ Association in accordance with the provisions of the Merchants’ Association Addendum, if any, attached hereto.
1.9 Base Rent and Other Monies Paid Upon Execution:
(a) Base Rent: $866.00 for the period April 1-30 2022
(b) Common Area Operating Expenses: The current estimate for the period April 1-30 2022 is $324.00
() Security Deposit: $1,190.00 ("Security Deposit"). (See also Paragraph 5)
(a) Merchants’ Association Dues: N/A for the period N/A
(e) Other: N/A for N/A
(f) Total Due Upon Execution of this Lease: _$2, 380.00
1.10 Agreed Use Holistic goods shop, handmade wooden furniture retailer and related retail
uses (See also Paragraph 6)
1.11 Agreed Trade Name: Kangen Collective Holistic Health Market (See also Paragraph 6)
1.12 Insuring Party. Lessor is the "Insuring Party’ (See also Paragraph 8)
1.13 Real Estate Brokers. (See also Paragraph 15 and 25)
(a) Representation: Each Party acknowledges receiving a Disclosure Regarding Real Estate Agency Relationship, confirms and consents to the following
agency relationships in this Lease with the following real estate brokers ("Broker(s)") and/or their agents (""Agent(s)"):
Lessor's Brokerage Firm N/A License No. N/A Is the broker of (check one): the Lessor; or |_| both the Lessee and Lessor (dual agent)
Lessor's Agent N/A License No. N/A is (check one): the Lessor's Agent (salesperson or broker associate); or both the Lessee's
Agent and the Lessor's Agent (dual agent).
Lessee's Brokerage Firm N/A License No. N/A Is the broker of (check one): CO the Lessee; or [J both the Lessee and Lessor (dual
agent).
Lessee's Agent N/A License No. N/A is (check one): |] the Lessee's agent (salesperson or broker associate); or |_| both the Lessee's
Agent and the Lessor's Agent (dual agent).
(b) Payment to Brokers. Upon execution and delivery of this Lease by both Parties, Lessor shall pay to the Brokers the brokerage fee agreed to in a
separate written agreement (or if there is no such agreement, the sum of a+ or - % of the total Base Rent) for the brokerage services rendered
by the Brokers.
1.14 Guarantor. The obligations of the Lessee under this Lease are to be guaranteed by _N/A ("Guarantor"). (See also Paragraph 37)
1.15 Attachments. Attached hereto are the following, all of which constitute a part of this Lease:
an Addendum consisting of Paragraphs 51 through 54 3
|, a site pian marked Exhibit A depicting the Premises;
\ asite pian marked Exhibit _B depicting the Shopping Center;
a current set of the Rules and Regulationsfor the Shopping Center;
a current set of the Sign Criteria for the Shopping Center;
a Work Letter;
other (specify): N/A
2. Premises.
2.1. Letting. Lessor hereby leases to Lessee, and Lessee hereby leases from Lessor, the Premises, for the term, at the rental, and upon all of the terms,
covenants and conditions set forth in this Lease. While the approximate square footage of the Premises may have been used in the marketing of the Premises for
purposes of comparison, the Base Rent stated herein is NOT tied to square footage and is not subject to adjustment should the actual size be determined to be
different. NOTE: Lessee is advised to verify the actual size prior to executing this Lease.
2.2 Condition. Lessor shall deliver the Premisesto Lessee broom clean and free of debris on the Commencement Date or the Early Possession Date, whichever
first occurs ("Start Date"), and, so long as the required service contracts described in Paragraph 7.1(b) below are obtained by Lessee and in effect within 30 days
following the Start Date, warrants that the existing electrical, plumbing, fire sprinkler, lighting, heating, ventilating
and air conditioning systems ("HVAC"), loading
doors, if any, and all other such elements in the Premises, other than those constructed by Lessee, shall be in good operating condition on said date, that the
structural elements of the roof, bearing walls and foundation of the Premises shall be free of material defects, and that the Premises do not contain hazardous levels
of any mold or fungi defined as toxic under applicable state or federal law. If anon-compliance with such warranty exists as of the Start Date, or if one of such systems
Fel@fhents should malfunction or fail within the appropriate warranty bsLessoy thy Lessors sole obligation with respect to such mater, except as otherwise
el =
INITIALS INITIALS
© 2019 AIR CRE. All Rights Reserved. Last Edited: 1/13/2022 1:01 PM
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DocuSign Envelope ID: 848716DD-407B-49FB-A8E7-9BE9B24F29D9
provided in this Lease, promptly after receipt of written notice from Lessee setting forth with specificity the nature and extent of such non-compliance, malfunction or
failure, rectify same at Lessor's expense. The warranty periods shall be as follows: (i) 6 months as to the HVAC systems, and (ii) 30 days as to the remaining systems
and other elementsof the Premises. If Lessee does not give Lessor the required notice within the appropriate warranty period, correction of any such
non-compliance, malfunction or failure shall be the obligation of Lessee at Lessee's sole cost and expense (except for the repairs to the fire sprinkler systems, roof,
foundations, and/or bearing walls). Lessor also warrants, that unless otherwise specified in writing, Lessor is unaware of (i) any recorded Notices of Default affecting
the Premise; (ii) any delinquent amounts due under any loan secured by the Premises; and (iii) any bankruptcy proceeding affecting the Premises.
2.3 Compliance. Lessor warrants that to the best of its knowledge the improvements on the Premises and the Common Areas comply with the building codes,
applicable laws, covenantsor restrictionsof record, regulations, and ordinances ("Applicable Requirements") that were in effect at the time that each improvement,
or portion thereof, was constructed. Said warranty does not apply to the use to which Lessee will put the Premises, modifications which may be required by the
Americans with Disabilities Act or any similar laws as a result of Lessee's use (see Paragraph 50), or to any Alterations or Utility Installations (as defined in Paragraph
7.3(a)) made or to be made by Lessee. NOTE: Lessee is responsible for determining whether or not the Applicable Requirements, and especially the zoning, are
appropriate for Lessee's intended use, and acknowledges that past uses of the Premises may no longer be allowed. If the Premises do not comply with said
warranty, Lessor shall, except as otherwise provided, promptly after receipt of written notice from Lessee setting forth with specificity the nature and extent of such
non-compliance, rectify the same at Lessor's expense. If Lessee does not give Lessor written notice of a non-compliance with this warranty within 6 months following
the Start Date, correction of that non-compliance shall be the obligation of Lessee at Lessee's sole cost and expense. If the Applicable Requirements are hereafter
changed so as to require during the term of this Lease the construction of an addition to or an alteration of the Premises and/or Building, the remediation of any
Hazardous Substance, or the reinforcement or other physical modification of the Premises and/or Building ("Capital Expenditure"), Lessor and Lessee shall allocate
the cost of such work as follows:
(a) Subject to Paragraph 2.3(c) below, if such Capital Expenditures are required as a result of the specific and unique use of the Premises by Lessee as
compared with uses by tenants in general, Lessee shall be fully responsible
for the cost thereof, provided, however, that if such Capital Expenditure is required during
the last 2 years of this Lease and the cost thereof exceeds 6 months’ Base Rent, Lessee may instead terminate this Lease unless Lessor notifies Lessee, in writing,
within 10 days after receipt of Lessee's termination notice that Lessor has elected to pay the difference between
the actual cost thereof
and the amount equal to 6
months' Base Rent. If Lessee elects termination, Lessee shall immediately cease the use of the Premises which requires such Capital Expenditure and deliver to Lessor
written notice specifying a termination date at least 90 days thereafter. Such termination date shall, however, in no eventbe earlier than the last day that Lessee
could legally utilize the Premises without commencing such Capital Expenditure.
(b) Ifsuch Capital Expenditure is not the result of the specificand unique use of the Premises by Lessee (such as, governmentally mandated seismic
modifications), then Lessor shall pay for such Capital Expenditure and Lessee shall only be obligated to pay, each month during the remainder of the term of this Lease
or any extension thereof, on the date that on which the Base Rent is due, an amount equal to 1/144th of the portion of such costs reasonably attributable to the
Premises. Lessee shall pay Interest on the balance but may prepay its obligation at any time. If, however, such Capital Expenditure is required during the last 2 years,
of this Lease or if Lessor reasonably determines that itis not economically feasible to pay its share thereof, Lessor shall have the option to terminate this Lease upon
90 days prior written notice to Lessee unless Lessee notifies Lessor, in writing, within 10 days after receipt of Lessor's termination notice that Lessee will pay for such
Capital Expenditure. If Lessor does not elect to terminate, and failsto tender its share of any such Capital Expenditure, Lessee may advance such funds and deduct
same, with Interest, from Rent until Lessor's share of such costs have been fully paid. If Lessee is unableto finance Lessor's share, or if the balance of the Rent due
and payable for the remainder of this Lease is not sufficient to fully reimburse Lessee on an offset basis, Lessee shall have the right to terminate this Lease upon 30
days written notice to Lessor.
() Notwithstanding the above, the provisions concerning Capital Expenditures are intended to apply onlyto non-voluntary, unexpected, and new
Applicable Requirements. if the Capital Expenditures are instead triggered by Lessee asa result of an actual or proposed change in use, change in intensity of use, or
modificationto the Premises then, and in that event, Lessee shall either: (i) immediately cease such changed use or intensity of use and/or take such other stepsas
may be necessary to eliminate the requirement for such Capital Expenditure, or (ii) complete such Capital Expenditure at its own expense. Lessee shall not have any
right to terminate this Lease.
2.4 Acknowledgements. Lessee acknowledges that: (a) it has been given an opportunity to inspect and measure the Premises; (b) it has been advised by
Lessor and/or Brokers to satisfy itself with respect to the size and condition of the Premises (including but not limited to the electrical, HVAC and fire sprinkler
systems, security, environmental aspects,and compliance with Applicable Requirements and the Americans with Disabilities Act) and their suitability for Lessee's
intended use; (c) Lessee has made such investigation as it deems necessary with reference to such matters and assumes all responsibility therefor as the same relate
to its occupancy of the Premises; (d) it is not relying on any representation as to the size of the Premises made by Brokers or Lessor; (e) the square footage of the
Premises was not material to Lessee's decision to lease the Premises and pay the Rent stated herein; and (f) neither Lessor, Lessor's agents, nor Brokers have made
any oral or written representations or warranties with respect to said matters other than as set forth in this Lease. In addition, Lessor acknowledges that: (i) Brokers
have made no representations, promises or warranties concerning Lessee's ability to honor the Lease or suitability to occupy the Premises, and (ii) itis Lessor's sole
responsibility to investigate the financial capability and/or suitability of all proposed tenants.
2.5 Lessee as Prior Owner/Occupant. The warranties made by Lessor in Paragraph 2 shall be of no force or effect if immediately priorto the Start Date Lessee
was the owner or occupant of the Premises. In such event, Lessee shall be responsible for any necessary corrective work.
2.6 Vehicle Parking. Lessee shall not use and shall not permit its employees to use any parking spaces in the Shopping Center except for parking by vehicles
that are no larger than full-size passenger automobiles or pick-up trucks, herein called "Permitted Size Vehicles." Lessee shall permit its employeesto only occupy
those parking spaces, if any, as depicted as employee parking spaces on the Shopping Center site plan. Lessor may regulate the loading and unloading of vehicles by
adopting Rules and Regulations as provided in Paragraph 2.9. No vehicles other than Permitted Size Vehicles may be parked in the Common Area without the prior
written permission of Lessor. In addition:
(a) Lessee shall not permit or allow any vehicles that belong to or are controlled by Lessee or Lessee's employees, suppliers, shippers, contractors or
invitees to be loaded, unloaded, or parked in areas other than those designated by Lessor for such activities.
(b) Lessee shall not service or store any vehicles in the Common Areas.
() If Lessee permitsor allows any of the prohibited activities described in this Paragraph 2.6, then Lessor shall have the right, without notice, in addition
to such other rights and remedies that it may have, to remove or tow away the vehicle involved and charge the cost to Lessee, which cost shall be immediately
payable upon demand by Lessor.
2.7. Common Areas - Definition. The term "Common Areas" is defined as all areas and facilities outside the Premises
and within the exterior boundary line of
the Shopping Center and interior utility raceways and installations within the Premises that are provided and designated by the Lessor from time to time for the
general non-exclusive use of Lessor, Lessee and other tenants of the Shopping Center and their respective employees, suppliers, shippers, customers, contractors and
invitees, including parking areas, loading and unloading areas, trash areas, roadways, walkways, driveways and landscaped areas.
2.8 Common Areas - Lessee's Rights. Lessor grants to Lessee, for the benefit of Lessee and its employees, suppliers, shippers, contractors, customers and
invitees, during the term of this Lease, the non-exclusive rightto use, in common with others entitled
to such use, the Common Areasas they exist from time to time,
subjectto any rights, powers, and privileges reserved by Lessor under the terms hereof or under the termsof any rules and regulations or restrictions governing the
use of the Shopping Center. Under no circumstances shall the right herein granted to use the Common Areas be deemed to include the rightto store any property,
temporarily or permanently, in the Common Areas, nor the right to display merchandise or conduct sales in the Common Areas. Any such storage, display or sales
shall be permitted only by the prior written consent of Lessor or Lessor's designated agent, as exercised in Lessor's sole discretion, which consent may be revoked at
any time. In the event that any unauthorized storage or displays shall occur then Lessor shall have the right, without notice, in addition to such other rights and
remedies that it may have, to remove the property and charge the cost to Lessee, which cost shall be immediately payable upon demand by Lessor.
2.9 Common Areas - Rules and Regulations. Lessor or such other person(s) as Lessor may appoint shall have the exclusive control and management of the
Common Areas and shall have the right, from time to time, to establish, modify, amend and enforce reasonable rules and regulations ("Rules and Regulations") for
the management, safety, care, and cleanlinessof the grounds, the parking and unloading of vehicles and the preservation of good order, as wellas for the convenience
of other occupants or tenants of the Building and the Shopping Center and their invitees. Lessee agrees to abide by and conform to all such Rules and Regulations,
and shall use its best efforts to cause its employees, suppliers, shippers, customers, contractors and invitees to so abide and conform. Lessor shall not be responsible
to Lessee for the non-compliance with said Rules and Regulations by other tenants of the Shopping Center.
2.10 Common Areas - Changes. Lessor shall have the right, in Lessor's sole discretion, from time to time:
(a) To make changes or additionsto the Common Areas, including, without limitation, changes in the location, size, shape and number of driveways,
entrances, parking spaces, parking areas, loading and unloading areas, ingress, egress, direction of traffic, elevations, landscaped areas, signage, walkways and utility
raceways;
(b) To.use and close temporarily any of the Common Areas for the purpose of maintaining, repairing and altering the Shopping Center, so long as
reasonable access to the Premises remains available, and to close temporarily any of the Common Areas to whatever extent is required in the opinion of Lessor's
counsel to preventa dedication of or the accrual of any rightsof any persons or of the public to any of the Common Areas;
() To designate other land outside the boundaries of the Shopping Center to be a part of the Common Areas or to be entitled to use the Common Areas
pgciprocal basis; Ds Ds,
el
INITIALS INITIALS
© 2019 AIR CRE. All Rights Reserved. Last Edited: 1/13/2022 1:01 PM
SCLN-20.30, Revised 10-22-2020 Page 2 of 14
DocuSign Envelope ID: 848716DD-407B-49FB-A8E7-9BE9B24F29D9
(a) To add additional buildings and improvementsto the Common Areas; and
(e)To do and perform such other acts and make such other changes in, to or with respect to the Common Areas and Shopping Centeras Lessor may, in
the exercise of sound business judgment, deem to be appropriate.
2.11 Common Areas - Promotional Events; Sidewalk Sales. Lessor reserves the right, from time to time, in Lessor's sole discretion, to utilize portions of the
Common Areas for promotional events, which may include but shall not be limited to entertainment. Lessor further reserves the right, in Lessor's sole discretion, to
permit any one or more tenants of the Shopping Centerto conduct the display and/or sale of merchandise from the sidewalks immediately adjacent to such tenants!
respective premises.
2.12 Common Areas - Remodeling. At any time during the Term, Lessor may remodel or expand, in any manner, the existing Shopping Center, which work may
include, without limitation, the addition of shops and/or new buildingsto the Shopping Center (collectively, "Remodeled Center"). If Lessor deems it necessary for
construction personnel to enter the Premises in orderto construct the Remodeled Center, Lessor shall give Lessee no less than 60 days prior notice and Lessee shall
allow such entry. Lessor shall use reasonable efforts to complete any work affecting the Premises in an efficient manner so as not to interfere unreasonably with
Lessee's business. Lessee shall not be entitled to any damages for any inconvenience or any disruptionto Lessee's business caused by such work; provided, however,
the Base Rent paid by Lessee for the period of the inconvenience shall be abated in proportionto the degree that Lessee's use of the Premises is impaired. Lessor
shall have the right to use portions of the Premisesto accommodate any structures required for the Remodeled Center, provided that if as a result thereof there is a
permanent decrease in the floor area of the Premises of 3% or more, there shall be a proportionate downward adjustmentof Base Rent and Lessee's Share.
3. Term.
3.1. Term. The Commencement Date, Expiration Date and Original Term of this Lease are as specified in Paragraph 1.3.
3.2. Early Possession. Any provision herein granting Lessee Early Possession of the Premises is subject to and conditioned upon the Premises being available for
such possession priorto the Commencement Date. Any grant of Early Possession only conveys a non-exclusive right to occupy the Premises. If an Early Possession
Date has been specified in Paragraph 1.4, the Parties intend that Lessee shall have accessto the Premises as of the Early Possession Date for purposes of preparing
and fixturizing the Premises for the conduct of Lessee's business. If Lessee totally or partially occupies the Premises priorto the Commencement Date for any reason
(and for purposes hereof, "occupancy" shall include, without limitation, Lessee's entry onto the Premises for purposes of preparing and fixturizing the Premisesfor
business), the obligationto pay Base Rent and Percentage Rent shall be abatedfor the period of such early possession. All other terms of this Lease (including but not
limitedto Lessee's obligations to carry insurance and to maintainthe Premises) shall be in effect during such period, except that Lessee's obligations to pay Lessee's
Share of Common Area Operating Expenses, Real Property Taxes and insurance premiums shall only be in effect priorto the Commencement Date if Lessee has
opened for business in the Premises prior to the Commencement Date. Any such Early Possession shall not affect the Expiration Date.
3.3. Delay In Possession. Lessor agreesto use commercially reasonable efforts to deliver exclusive possession of the Premises to Lessee by the
Commencement Date. If, despite said efforts, Lessor is unableto deliver possession by such date, Lessor shall not be subject to any liability therefor, nor shall such
failure affect the validity of this Lease or change the Expiration Date. Lessee shall not, however, be obligated to pay Rent or perform its other obligations until Lessor
delivers possession of the Premisesand any period of rent abatement that Lessee would otherwise have enjoyed shall run from the date of delivery of possession and
continue for a period equal to what Lessee would otherwise have enjoyed under the terms hereof, but minus any days of delay caused by the acts or omissions of
Lessee. If possession is not delivered within 60 days after the Commencement Date, as the same may be extended under the termsof any Work Letter executed by
Parties, Lessee may, at its option, by notice in writing within 10 days after the end of such 60 day period, cancel this Lease, in which event the Parties shall be
discharged from all obligations hereunder. If such written notice is not received by Lessor within said 10 day period, Lessee's right to cancel shall terminate. If
possession of the Premises is not delivered within 120 days after the Commencement Date, this Lease shall terminate unless other agreements are reached between
Lessor and Lessee, in writing.
3.4. Lessee Compliance. Lessor shall not be required to tender possession of the Premises to Lessee until Lessee complies with its obligation to provide
evidence of insurance (Paragraph 8.5). Pending delivery of such evidence, Lessee shall be requiredto perform all of its obligations under this Lease from and after the
Start Date, including the payment of Rent, notwithstanding Lessor's electionto withhold possession pending receipt of such evidence of insurance. Further, if Lessee
is required to perform any other conditions priorto or concurrent with the Start Date, the Start Date shall occur but Lessor may elect to withhold possession until such
conditions are satisfied.
4. Rent.
4.1 Rent Defined. All monetary obligations of Lessee to Lessor under the terms of this Lease (except for the Security Deposit) are deemed to be rent ("Rent").
4.2. Common Area Operating Expenses. Lessee shall pay to Lessor during the term hereof, in addition to the Base Rent and, if applicable, Percentage Rent,
Lessee's Share (as specified in Paragraph 1.7) of all Common Area Operating Expenses, as hereinafter defined, during each calendar year of the term of this Lease, in
accordance with the following provisions:
(a) "Common Area Operating Expenses" are defined, for purposes of this Lease, as all costs relating to the ownership and operation of the Shopping
Center, including, but not limitedto, the following:
(i) Costs relating to the operation, repair and maintenance, in neat, clean, good order and condition, and replacementas reasonably necessary, of
the following:
(2a) The Common Areas and Common Area improvements, including parking areas, loading and unloading areas, trash areas, roadways,
parkways, walkways, driveways, landscaped areas, parking lot striping, bumpers, irrigation systems, Common Area lighting facilities, fences and gates, elevators, roofs,
exterior walls of the buildings, building systems and roof drainage systems.
(bb) Exterior signs and any tenant directories.
(cc) Any fire detection and/or s
Preview
LAZZARINI, WHITEFORD & YOUNG LLP ELECTRONICALLY FILED NICHOLAS LAZZARINI (SBN #259247) Superior Court of California, County of Placer KENRICK YOUNG (SBN #236032) 04/24/2024 at 10:19:46 AM 900 Howe Ave., Suite 250 By: Breanne E Sanders Sacramento, California 95825 Deputy Clerk 916.446.0790 (tel) 916.446.0791 (fax) nl@lwyllp.com Attomeys for Plaintiff ECP/TPB1, LLC, a California limited liability company SUPERIOR COURT OF THE STATE OF CALIFORNIA. 10 COUNTY OF PLACER ll ECP/TPB1, LLC, a Califomia limited ) Case No. $-C¥-0052684 2 liability company, ) B ) COMPLAINT Plaintiff, ) 1. FOR BREACH OF CONTRACT; 14 Vv ) and, 15 ) 2. FOR COMMON COUNTS; 16 THE SWEETEST LITTLE LIFE LLC, ) a California limited liability company, ) 17 COURTNEY HANSON, an individual, ) [UNLIMITED CIVIL ACTION] 18 CAMERON HANSON, an individual, 19 JEWEL ELLIOTT, an individual, TERRENCE ELLIOTT, an individual, and DOES 1-10, inclusive, 21 Defendants. 24 COMPLAINT FOR BREACH OF CONTRACT LAZZARINI, WHITEFORD & YOUNG LLP AND COMMON COUNTS -1- 900 HOWE AVE., SUITE 250 SACRAMENTO, CA 95825 916.446.0790 Plaintiff ECP/TPB1, LLC, a California limited liability company (“Plaintiff” or “ECP”), complains and alleges as follows: GENERAL ALLEGATIONS 1 Plaintiff is a California limited liability company with its principal place of business in Sacramento, California. Plaintiff conducts business in Placer County and is the owner of the subject real property located in Placer County. 2 Defendant SWEETEST LITTLE LIFE LLC (“SWEETEST”) is a California limited liability company with its principal place of business in Auburn, 10 California. ll 3 Defendant Courtney Hanson is an individual (“COURTNEY”)!. 2 Plaintiff is informed and believes, and on that basis alleges, COURTNEY isa B member and manager of SWEETEST. Plaintiff is informed and believes, and on that 14 basis alleges, at all relevant times herein, COURTNEY was a resident of Placer 15 County and did business in Placer County. As set forth post, COURTNEY executed 16 the FIRST AMENDMENT TO LEASE (the “FIRST AMENDMENT”) and the 17 AIRCRE CONTRACTS GUARANTY OF LEASE agreement (the “GUARANTY”) 18 whereby COURTNEY guaranteed the obligations of SWEETEST regarding real 19 property located in Auburn, Califomia, a city within Placer County. 4 Defendant Cameron Hanson is an individual (“CAMERON”). Plaintiff 21 is informed and believes, and on that basis alleges, CAMERON is a member and manager of SWEETEST. Plaintiff is informed and believes, and on that basis alleges, at all relevant times herein, CAMERON was a resident of Placer County and 24 did business in Placer County. As set forth post, CAMERON executed the FIRST AMENDMENT and GUARANTY, whereby CAMERON guaranteed the obligations of SWEETEST regarding real property located in Auburn, California. ' Due to common surname, Defendants’ first names are used herein. No disrespect is intended. COMPLAINT FOR BREACH OF CONTRACT LAZZARINI, WHITEFORD & YOUNG LLP AND COMMON COUNTS -2— 900 HOWE AVE., SUITE 250 SACRAMENTO, CA 95825 916.446.0790 5 Defendant Jewel Elliott is an individual and dba Kangen Collective Holistic Health Market (“JEWEL”). Plaintiff is informed and believes, and on that basis alleges, at all relevant times herein, JEWEL was a resident of Placer County and did business in Placer County. As set forth post JEWEL executed the AIRCRE CONTRACTS STANDARD MULTI-TENANT SHOPPING CENTER LEASE — NET (the “LEASE”) regarding real property located in Aubum, California. 6 Defendant Terrence Elliott is an individual and dba Kangen Collective Holistic Health Market (“TERRENCE”). Plaintiff is informed and believes, and on that basis alleges, at all relevant times herein, JEWEL was a resident of Placer 10 County and did business in Placer County. As set forth post, JEWEL executed the ll LEASE regarding real property located in Aubum, California. 2 7 Plaintiff is ignorant of the true names of defendants DOES 1-10 (“DOE B Defendants”), inclusive, and has therefore sued them by the foregoing names which 14 are fictitious and is informed and believes and thereon alleges, in accordance with 15 the Code of Civil Procedure section 474, that each of the said DOE Defendants 16 claims an interest or has claimed an interest in the property hereinafter described and 17 which is the subject of this action, or that the DOE Defendants may be legally 18 responsible in some manner for the occurrences herein alleged and legally and 19 proximately caused damages to Plaintiff as hereafter alleged. Plaintiff will amend this complaint when the DOE Defendants’ true names and capacities are ascertained. 21 8 Plaintiff is informed and believes, and on that basis alleges, that, at all times relevant herein, SWEETEST, COURTNEY, CAMERON, JEWEL, TERRENCE, and the DOE Defendants (collectively, “Defendants”) were and are 24 agents of each of the remaining Defendants, and were, in performing the acts complained of herein, acting within the scope of such agency. Mt Mt Mt COMPLAINT FOR BREACH OF CONTRACT LAZZARINI, WHITEFORD & YOUNG LLP AND COMMON COUNTS -3- 900 HOWE AVE., SUITE 250 SACRAMENTO, CA 95825 916.446.0790 9 On or about January 12, 2022, JEWEL and TERRENCE entered into an AIRCRE CONTRACTS STANDARD MULTI-TENANT SHOPPING CENTER LEASE — NET commercial lease agreement and addendum with Plaintiff, memorialized in writing and further evidenced by the parties’ course of conduct, for lease of certain commercial property commonly known as 609 High Street, Auburn, CA 95603 (the “PROPERTY”). A true and correct copy of the LEASE is annexed hereto as Exhibit 1. 10. On or about December 21, 2022, JEWEL, TERRENCE, and SWEETEST entered into the FIRST AMENDMENT to LEASE amendment and 10 assignment agreement (the “ASSIGNMENT”). A true and correct copy of the ll ASSIGNMENT is annexed hereto as Exhibit2. 2 11. Pursuantto the ASSIGNMENT, and effective January 1, 2023, JEWEL B and TERRENCE assigned all of their rights and obligations under the LEA SE to 14 SWEETEST and SWEETEST accepted such assignment. See Exhibit 2. As part of 15 the assignment, JEWEL and TERRENCE’s obligations were limited to the amounts 16 due through the original LEASE expiration date of May 31, 2024. Id. at 16. 17 12. Also as part of the ASSIGNMENT, the LEASE term was extended from 18 May 31, 2024 to May 31, 2026. See Exhibit 2, 42. 19 13. On or about December 23, 2022, COURTNEY and CAMERON each executed the GUARANTY agreement whereby COURTNEY and CAMERON each 21 agreed to be jointly and severally liable for all debts and obligations owed by SWEETEST under the LEASE and ASSIGNMENT (collectively, the “COMBINED LEASE”) whenever they became due. A true and correct copy of the GUARANTY 24 is annexed hereto as Exhibit3. 14. By operation of the COMBINED LEASE, the COMBINED LEASE commenced on April 1, 2022. Exhibit 1, 1.5. COMPLAINT FOR BREACH OF CONTRACT LAZZARINI, WHITEFORD & YOUNG LLP AND COMMON COUNTS -4— 900 HOWE AVE., SUITE 250 SACRAMENTO, CA 95825 916.446.0790 15. Pursuant to the COMBINED LEASE, Defendants agreed to pay base monthly rent of $866.00 per month beginning April 1, 2022! and increasing to $919.00 per month through the end of the LEASE term on May 31, 2024. See Exhibit 1, Addendum 4 51. 16. As part of the ASSIGNMENT, Defendants agreed to pay base monthly rent of $943.00 per month beginning June 1, 2024 and increasing to $971.00 per month from June 1, 2025 through the end of the COMBINED LEASE term on May 31, 2026. 17. Pursuant to the COMBINED LEASE, Defendants agreed to pay 10 Common Area Operating Expenses (“CAM”) of one and eight-tenths percent (1.8%) ll of the PROPERTY maintenance expenses, or approximately $324.00 per month, in 2 addition to the monthly rent. Exhibit 1, 1911.7 and 51. B 18. Pursuant to the LEASE, Defendants agreed to pay a late fee of 10.00% 14 of the past due amount or $100.00, whichever is greater, on any payment not made 15 within ten (10) days of the due date. Exhibit 1, 13.4. 16 19. Pursuant to the LEASE, Defendants agreed to pay interest of 10.00% 17 per annum, but shall not exceed the maximum amount allowed by law, on all 18 amounts past due. Exhibit 1, 413.5. 19 20. Pursuant to the LEASE, upon default by Defendants, Plaintiff is entitled to recover all amounts due under the full term of the LEASE except for those 21 amounts Defendants prove could have been reasonably avoided. Exhibit 1, 4 13.2(a). 21. Pursuant to the LEASE, the prevailing party may recover reasonable 24 costs and attorneys’ fees in any action involving the PROPERTY. Exhibit 1, § 31. Mt Mt ' The LEASE commenced on April 1, 2022. JEWEL and TERRENCE were given early access to the PROPERTY prior to commencement of the COMBINED LEASE. COMPLAINT FOR BREACH OF CONTRACT LAZZARINI, WHITEFORD & YOUNG LLP AND COMMON COUNTS -5— 900 HOWE AVE., SUITE 250 SACRAMENTO, CA 95825 916.446.0790 22. Pursuant to the LEASE, Plaintiff may recover any amounts paid for restoration of the PROPERTY and reletting following Defendants vacating the PROPERTY. Exhibit 1, 197.4(c) & 13.2(a)(iv) 23. Defendants breached the COMBINED LEASE on or about March 1, 2024 by failing to pay the amounts due and owing. 24. Pursuant to the ASSIGNMENT, the liability of JEWEL and TERRENCE liability is limited to the amounts due through the original COMBINED LEASE expiration date of May 31, 2024. 25. According to Plaintiff’s business records, a summary of which is 10 annexed hereto as Exhibit 4, Defendants owe a total, principal balance of $59,057.96 ll plus interest, late fees, costs, and attorneys’ fees through the balance of the lease 2 term (the “DEBT”): B ° Rent and charges as of February 1, 2024 $10,234.96 14 ° Rent and charges for remainder of COMBINED LEASE $34,473.00 15 ° Security Deposit ($1,190.00) 16 Property restoration charges TBD 17 Late charges TBD 18 Interest TBD 19 Costs TBD Attorneys’ Fees TBD 21 26. Defendants have not cured nor repaid the DEBT of $59,057.96 plus interest, costs, and attorneys’ fees provided under the COMBINED LEASE and law Mt 24 Mt Mt Mt Mt Mt COMPLAINT FOR BREACH OF CONTRACT LAZZARINI, WHITEFORD & YOUNG LLP AND COMMON COUNTS -6— 900 HOWE AVE., SUITE 250 SACRAMENTO, CA 95825 916.446.0790 FIRST CAUSE OF ACTION (Breach of Contract) 27. Plaintiff realleges and incorporates by reference each and every allegation of the preceding paragraphs as if fully set forth herein. 28. Plaintiff performed all acts required of him under the COMBINED LEASE, except for those excused by Defendants’ failure to perform. 29. Defendants breached the COMBINED LEASE by failing to pay Plaintiff the amounts due and owing without cause and in violation of the terms of the LEASE. 10 30. As aresult of Defendants’ failure to perform under the COMBINED ll LEASE, Plaintiff has been damaged in a principal amount not less than $59,057.96 2 plus interest, late charges, costs, and attorneys’ fees. B 31. Pursuant to the ASSIGNMENT, the liability of JEWEL and 14 TERRENCE liability is limited to the amounts due through the original 15 COMBINED LEASE expiration date of May 31, 2024. 16 32. Plaintiff may incur additional expenses making restorations to the 17 PROPERTY . 18 33. Plaintiff has retained counsel in order to protect its rights, and it has and 19 will continue to incur attorneys’ fees. 21 SECOND CAUSE OF ACTION (Common Counts for Services Rendered) 34. Plaintiff realleges and incorporates by reference each and every 24 allegation of the preceding paragraphs as if fully set forth herein. 35. On or about January 12, 2022, Defendants requested, by words or conduct, that Plaintiff provide a lease of commercial space for the benefit of Defendants. Mt COMPLAINT FOR BREACH OF CONTRACT LAZZARINI, WHITEFORD & YOUNG LLP AND COMMON COUNTS -7- 900 HOWE AVE., SUITE 250 SACRAMENTO, CA 95825 916.446.0790 36. Plaintiff provided the lease of commercial space as requested. 37. Defendants have not repaid Plaintiff and a principal balance of not less than $59,057.96 plus costs remains unpaid. PRAYER FOR RELIEF For compensatory damages according to proof; Interest at the maximum legal rate from the date said sums became due and owing; Reasonable attorneys’ fees and costs; and, 10 For such other and further relief as the Court may deem just and ll proper. 2 B 14 Date: April 24, 2024 LAZZARINI, WHITEFORD & YOUNG LLP a 15 16 17 NICHOLAS LAZZARINI 18 Attorney for Plaintiff ECP/TPB1, LLC 19 21 24 COMPLAINT FOR BREACH OF CONTRACT LAZZARINI, WHITEFORD & YOUNG LLP AND COMMON COUNTS -8— 900 HOWE AVE., SUITE 250 SACRAMENTO, CA 95825 916.446.0790 EXHIBIT 1 DocuSign Envelope ID: 848716DD-407B-49FB-A8E7-9BE9B24F29D9 AIRCR contracts STANDARD MULTI-TENANT SHOPPING CENTER LEASE - NET 1. Basic Provisions ("Basic Provisions"). 1.1. Parties. This Lease ("Lease"), dated for reference purposesonly January 12, 2022 _,ismadebyand between ECP/TPB1, LLC ("Lessor") and Jewel Elliott and Terrence Elliott jointl and_severall 1 dba Kangen Collective Holistic Health Market ("Lessee") (collectively the "Parties", or individually a "Party" 1.2 Premises: That certain portion of the Shopping Center (as defined below), including all improvements therein or to be provided by Lessor under the terms of this Lease, commonly known as (street address, unit/suite, city, state) 609 High St Auburn CA 95603 ("Premises"). The Premises are located in the County of Placer and generally described as (describe briefly the nature of the Premises): an approximate] 704 SF retail space _. In addition to Lessee's rights to use and occupy the Premises as hereinafter specified, Lessee shall have non-exclusive rightsto the Common Areas (as defined in Paragraph 2.7 below) as hereinafter specified, but shall not have any rights to the roof, the exterior walls, or the utility raceways of the building containing the Premises ("Building") or to any other buildings in the Shopping Center. The Premises and the Building are situated within the Shopping Center known as_Livingston Building . The Premises, the Building, the Common Areas, and all other buildings and improvements within said Shopping Center, together with the land upon which they are located, are herein collectively referred to as the "Shopping Center." (See also Paragraph 2) 1.3 Term: two (2) years and four (4) months ("Original Term") commencing _ February 2022 ("Commencement Date") and ending May 31, 2024 _ ("Expiration Date"). (See also Paragraph 3) 1.4 Early Possessioi Ifthe Premises are available Lessee may have non-exclusive possession of the Premises commencing upon mutual Lease execution ("Early Possession Date"). (See also Paragraphs 3.2 and 3.3) 15 Base Rent: $866.00 _ per month ("Base Rent"), payable on the first day ofeach monthcommencing April 1, 2022 . (see also Paragraph 4) If this box is checked, there are provisions in this Lease for the Base Rent to be adjusted. See Paragraph 51 1.6 Percentage Rent Rate N/A percent(_N/A _ %)of Gross Sales. Percentage Rent shall be due and payable in accordance with the provisionsof the Percentage Rent Addendum, if any, attached hereto and made a part hereof, and Paragraph4 hereof. 1.7. Lessee's Share of Common Area Operating Expenses: one and eight tenths percent ( 1.8 %) ("Lessee's Share"). In the event that the size of the Premises and/or the Shopping Center are modified during the term of this Lease, Lessor shall recalculate Lessee's Share to reflect such modification. 1.8 Merchants’ Association Annual Dues: N/A per year ("Merchants Association Dues"). Lessee shall pay Merchants’ Association Dues and/or become a member of the Merchants’ Association in accordance with the provisions of the Merchants’ Association Addendum, if any, attached hereto. 1.9 Base Rent and Other Monies Paid Upon Execution: (a) Base Rent: $866.00 for the period April 1-30 2022 (b) Common Area Operating Expenses: The current estimate for the period April 1-30 2022 is $324.00 () Security Deposit: $1,190.00 ("Security Deposit"). (See also Paragraph 5) (a) Merchants’ Association Dues: N/A for the period N/A (e) Other: N/A for N/A (f) Total Due Upon Execution of this Lease: _$2, 380.00 1.10 Agreed Use Holistic goods shop, handmade wooden furniture retailer and related retail uses (See also Paragraph 6) 1.11 Agreed Trade Name: Kangen Collective Holistic Health Market (See also Paragraph 6) 1.12 Insuring Party. Lessor is the "Insuring Party’ (See also Paragraph 8) 1.13 Real Estate Brokers. (See also Paragraph 15 and 25) (a) Representation: Each Party acknowledges receiving a Disclosure Regarding Real Estate Agency Relationship, confirms and consents to the following agency relationships in this Lease with the following real estate brokers ("Broker(s)") and/or their agents (""Agent(s)"): Lessor's Brokerage Firm N/A License No. N/A Is the broker of (check one): the Lessor; or |_| both the Lessee and Lessor (dual agent) Lessor's Agent N/A License No. N/A is (check one): the Lessor's Agent (salesperson or broker associate); or both the Lessee's Agent and the Lessor's Agent (dual agent). Lessee's Brokerage Firm N/A License No. N/A Is the broker of (check one): CO the Lessee; or [J both the Lessee and Lessor (dual agent). Lessee's Agent N/A License No. N/A is (check one): |] the Lessee's agent (salesperson or broker associate); or |_| both the Lessee's Agent and the Lessor's Agent (dual agent). (b) Payment to Brokers. Upon execution and delivery of this Lease by both Parties, Lessor shall pay to the Brokers the brokerage fee agreed to in a separate written agreement (or if there is no such agreement, the sum of a+ or - % of the total Base Rent) for the brokerage services rendered by the Brokers. 1.14 Guarantor. The obligations of the Lessee under this Lease are to be guaranteed by _N/A ("Guarantor"). (See also Paragraph 37) 1.15 Attachments. Attached hereto are the following, all of which constitute a part of this Lease: an Addendum consisting of Paragraphs 51 through 54 3 |, a site pian marked Exhibit A depicting the Premises; \ asite pian marked Exhibit _B depicting the Shopping Center; a current set of the Rules and Regulationsfor the Shopping Center; a current set of the Sign Criteria for the Shopping Center; a Work Letter; other (specify): N/A 2. Premises. 2.1. Letting. Lessor hereby leases to Lessee, and Lessee hereby leases from Lessor, the Premises, for the term, at the rental, and upon all of the terms, covenants and conditions set forth in this Lease. While the approximate square footage of the Premises may have been used in the marketing of the Premises for purposes of comparison, the Base Rent stated herein is NOT tied to square footage and is not subject to adjustment should the actual size be determined to be different. NOTE: Lessee is advised to verify the actual size prior to executing this Lease. 2.2 Condition. Lessor shall deliver the Premisesto Lessee broom clean and free of debris on the Commencement Date or the Early Possession Date, whichever first occurs ("Start Date"), and, so long as the required service contracts described in Paragraph 7.1(b) below are obtained by Lessee and in effect within 30 days following the Start Date, warrants that the existing electrical, plumbing, fire sprinkler, lighting, heating, ventilating and air conditioning systems ("HVAC"), loading doors, if any, and all other such elements in the Premises, other than those constructed by Lessee, shall be in good operating condition on said date, that the structural elements of the roof, bearing walls and foundation of the Premises shall be free of material defects, and that the Premises do not contain hazardous levels of any mold or fungi defined as toxic under applicable state or federal law. If anon-compliance with such warranty exists as of the Start Date, or if one of such systems Fel@fhents should malfunction or fail within the appropriate warranty bsLessoy thy Lessors sole obligation with respect to such mater, except as otherwise el = INITIALS INITIALS © 2019 AIR CRE. All Rights Reserved. Last Edited: 1/13/2022 1:01 PM SCLN-20.30, Revised 10-22-2020 Page 1 of 14 DocuSign Envelope ID: 848716DD-407B-49FB-A8E7-9BE9B24F29D9 provided in this Lease, promptly after receipt of written notice from Lessee setting forth with specificity the nature and extent of such non-compliance, malfunction or failure, rectify same at Lessor's expense. The warranty periods shall be as follows: (i) 6 months as to the HVAC systems, and (ii) 30 days as to the remaining systems and other elementsof the Premises. If Lessee does not give Lessor the required notice within the appropriate warranty period, correction of any such non-compliance, malfunction or failure shall be the obligation of Lessee at Lessee's sole cost and expense (except for the repairs to the fire sprinkler systems, roof, foundations, and/or bearing walls). Lessor also warrants, that unless otherwise specified in writing, Lessor is unaware of (i) any recorded Notices of Default affecting the Premise; (ii) any delinquent amounts due under any loan secured by the Premises; and (iii) any bankruptcy proceeding affecting the Premises. 2.3 Compliance. Lessor warrants that to the best of its knowledge the improvements on the Premises and the Common Areas comply with the building codes, applicable laws, covenantsor restrictionsof record, regulations, and ordinances ("Applicable Requirements") that were in effect at the time that each improvement, or portion thereof, was constructed. Said warranty does not apply to the use to which Lessee will put the Premises, modifications which may be required by the Americans with Disabilities Act or any similar laws as a result of Lessee's use (see Paragraph 50), or to any Alterations or Utility Installations (as defined in Paragraph 7.3(a)) made or to be made by Lessee. NOTE: Lessee is responsible for determining whether or not the Applicable Requirements, and especially the zoning, are appropriate for Lessee's intended use, and acknowledges that past uses of the Premises may no longer be allowed. If the Premises do not comply with said warranty, Lessor shall, except as otherwise provided, promptly after receipt of written notice from Lessee setting forth with specificity the nature and extent of such non-compliance, rectify the same at Lessor's expense. If Lessee does not give Lessor written notice of a non-compliance with this warranty within 6 months following the Start Date, correction of that non-compliance shall be the obligation of Lessee at Lessee's sole cost and expense. If the Applicable Requirements are hereafter changed so as to require during the term of this Lease the construction of an addition to or an alteration of the Premises and/or Building, the remediation of any Hazardous Substance, or the reinforcement or other physical modification of the Premises and/or Building ("Capital Expenditure"), Lessor and Lessee shall allocate the cost of such work as follows: (a) Subject to Paragraph 2.3(c) below, if such Capital Expenditures are required as a result of the specific and unique use of the Premises by Lessee as compared with uses by tenants in general, Lessee shall be fully responsible for the cost thereof, provided, however, that if such Capital Expenditure is required during the last 2 years of this Lease and the cost thereof exceeds 6 months’ Base Rent, Lessee may instead terminate this Lease unless Lessor notifies Lessee, in writing, within 10 days after receipt of Lessee's termination notice that Lessor has elected to pay the difference between the actual cost thereof and the amount equal to 6 months' Base Rent. If Lessee elects termination, Lessee shall immediately cease the use of the Premises which requires such Capital Expenditure and deliver to Lessor written notice specifying a termination date at least 90 days thereafter. Such termination date shall, however, in no eventbe earlier than the last day that Lessee could legally utilize the Premises without commencing such Capital Expenditure. (b) Ifsuch Capital Expenditure is not the result of the specificand unique use of the Premises by Lessee (such as, governmentally mandated seismic modifications), then Lessor shall pay for such Capital Expenditure and Lessee shall only be obligated to pay, each month during the remainder of the term of this Lease or any extension thereof, on the date that on which the Base Rent is due, an amount equal to 1/144th of the portion of such costs reasonably attributable to the Premises. Lessee shall pay Interest on the balance but may prepay its obligation at any time. If, however, such Capital Expenditure is required during the last 2 years, of this Lease or if Lessor reasonably determines that itis not economically feasible to pay its share thereof, Lessor shall have the option to terminate this Lease upon 90 days prior written notice to Lessee unless Lessee notifies Lessor, in writing, within 10 days after receipt of Lessor's termination notice that Lessee will pay for such Capital Expenditure. If Lessor does not elect to terminate, and failsto tender its share of any such Capital Expenditure, Lessee may advance such funds and deduct same, with Interest, from Rent until Lessor's share of such costs have been fully paid. If Lessee is unableto finance Lessor's share, or if the balance of the Rent due and payable for the remainder of this Lease is not sufficient to fully reimburse Lessee on an offset basis, Lessee shall have the right to terminate this Lease upon 30 days written notice to Lessor. () Notwithstanding the above, the provisions concerning Capital Expenditures are intended to apply onlyto non-voluntary, unexpected, and new Applicable Requirements. if the Capital Expenditures are instead triggered by Lessee asa result of an actual or proposed change in use, change in intensity of use, or modificationto the Premises then, and in that event, Lessee shall either: (i) immediately cease such changed use or intensity of use and/or take such other stepsas may be necessary to eliminate the requirement for such Capital Expenditure, or (ii) complete such Capital Expenditure at its own expense. Lessee shall not have any right to terminate this Lease. 2.4 Acknowledgements. Lessee acknowledges that: (a) it has been given an opportunity to inspect and measure the Premises; (b) it has been advised by Lessor and/or Brokers to satisfy itself with respect to the size and condition of the Premises (including but not limited to the electrical, HVAC and fire sprinkler systems, security, environmental aspects,and compliance with Applicable Requirements and the Americans with Disabilities Act) and their suitability for Lessee's intended use; (c) Lessee has made such investigation as it deems necessary with reference to such matters and assumes all responsibility therefor as the same relate to its occupancy of the Premises; (d) it is not relying on any representation as to the size of the Premises made by Brokers or Lessor; (e) the square footage of the Premises was not material to Lessee's decision to lease the Premises and pay the Rent stated herein; and (f) neither Lessor, Lessor's agents, nor Brokers have made any oral or written representations or warranties with respect to said matters other than as set forth in this Lease. In addition, Lessor acknowledges that: (i) Brokers have made no representations, promises or warranties concerning Lessee's ability to honor the Lease or suitability to occupy the Premises, and (ii) itis Lessor's sole responsibility to investigate the financial capability and/or suitability of all proposed tenants. 2.5 Lessee as Prior Owner/Occupant. The warranties made by Lessor in Paragraph 2 shall be of no force or effect if immediately priorto the Start Date Lessee was the owner or occupant of the Premises. In such event, Lessee shall be responsible for any necessary corrective work. 2.6 Vehicle Parking. Lessee shall not use and shall not permit its employees to use any parking spaces in the Shopping Center except for parking by vehicles that are no larger than full-size passenger automobiles or pick-up trucks, herein called "Permitted Size Vehicles." Lessee shall permit its employeesto only occupy those parking spaces, if any, as depicted as employee parking spaces on the Shopping Center site plan. Lessor may regulate the loading and unloading of vehicles by adopting Rules and Regulations as provided in Paragraph 2.9. No vehicles other than Permitted Size Vehicles may be parked in the Common Area without the prior written permission of Lessor. In addition: (a) Lessee shall not permit or allow any vehicles that belong to or are controlled by Lessee or Lessee's employees, suppliers, shippers, contractors or invitees to be loaded, unloaded, or parked in areas other than those designated by Lessor for such activities. (b) Lessee shall not service or store any vehicles in the Common Areas. () If Lessee permitsor allows any of the prohibited activities described in this Paragraph 2.6, then Lessor shall have the right, without notice, in addition to such other rights and remedies that it may have, to remove or tow away the vehicle involved and charge the cost to Lessee, which cost shall be immediately payable upon demand by Lessor. 2.7. Common Areas - Definition. The term "Common Areas" is defined as all areas and facilities outside the Premises and within the exterior boundary line of the Shopping Center and interior utility raceways and installations within the Premises that are provided and designated by the Lessor from time to time for the general non-exclusive use of Lessor, Lessee and other tenants of the Shopping Center and their respective employees, suppliers, shippers, customers, contractors and invitees, including parking areas, loading and unloading areas, trash areas, roadways, walkways, driveways and landscaped areas. 2.8 Common Areas - Lessee's Rights. Lessor grants to Lessee, for the benefit of Lessee and its employees, suppliers, shippers, contractors, customers and invitees, during the term of this Lease, the non-exclusive rightto use, in common with others entitled to such use, the Common Areasas they exist from time to time, subjectto any rights, powers, and privileges reserved by Lessor under the terms hereof or under the termsof any rules and regulations or restrictions governing the use of the Shopping Center. Under no circumstances shall the right herein granted to use the Common Areas be deemed to include the rightto store any property, temporarily or permanently, in the Common Areas, nor the right to display merchandise or conduct sales in the Common Areas. Any such storage, display or sales shall be permitted only by the prior written consent of Lessor or Lessor's designated agent, as exercised in Lessor's sole discretion, which consent may be revoked at any time. In the event that any unauthorized storage or displays shall occur then Lessor shall have the right, without notice, in addition to such other rights and remedies that it may have, to remove the property and charge the cost to Lessee, which cost shall be immediately payable upon demand by Lessor. 2.9 Common Areas - Rules and Regulations. Lessor or such other person(s) as Lessor may appoint shall have the exclusive control and management of the Common Areas and shall have the right, from time to time, to establish, modify, amend and enforce reasonable rules and regulations ("Rules and Regulations") for the management, safety, care, and cleanlinessof the grounds, the parking and unloading of vehicles and the preservation of good order, as wellas for the convenience of other occupants or tenants of the Building and the Shopping Center and their invitees. Lessee agrees to abide by and conform to all such Rules and Regulations, and shall use its best efforts to cause its employees, suppliers, shippers, customers, contractors and invitees to so abide and conform. Lessor shall not be responsible to Lessee for the non-compliance with said Rules and Regulations by other tenants of the Shopping Center. 2.10 Common Areas - Changes. Lessor shall have the right, in Lessor's sole discretion, from time to time: (a) To make changes or additionsto the Common Areas, including, without limitation, changes in the location, size, shape and number of driveways, entrances, parking spaces, parking areas, loading and unloading areas, ingress, egress, direction of traffic, elevations, landscaped areas, signage, walkways and utility raceways; (b) To.use and close temporarily any of the Common Areas for the purpose of maintaining, repairing and altering the Shopping Center, so long as reasonable access to the Premises remains available, and to close temporarily any of the Common Areas to whatever extent is required in the opinion of Lessor's counsel to preventa dedication of or the accrual of any rightsof any persons or of the public to any of the Common Areas; () To designate other land outside the boundaries of the Shopping Center to be a part of the Common Areas or to be entitled to use the Common Areas pgciprocal basis; Ds Ds, el INITIALS INITIALS © 2019 AIR CRE. All Rights Reserved. Last Edited: 1/13/2022 1:01 PM SCLN-20.30, Revised 10-22-2020 Page 2 of 14 DocuSign Envelope ID: 848716DD-407B-49FB-A8E7-9BE9B24F29D9 (a) To add additional buildings and improvementsto the Common Areas; and (e)To do and perform such other acts and make such other changes in, to or with respect to the Common Areas and Shopping Centeras Lessor may, in the exercise of sound business judgment, deem to be appropriate. 2.11 Common Areas - Promotional Events; Sidewalk Sales. Lessor reserves the right, from time to time, in Lessor's sole discretion, to utilize portions of the Common Areas for promotional events, which may include but shall not be limited to entertainment. Lessor further reserves the right, in Lessor's sole discretion, to permit any one or more tenants of the Shopping Centerto conduct the display and/or sale of merchandise from the sidewalks immediately adjacent to such tenants! respective premises. 2.12 Common Areas - Remodeling. At any time during the Term, Lessor may remodel or expand, in any manner, the existing Shopping Center, which work may include, without limitation, the addition of shops and/or new buildingsto the Shopping Center (collectively, "Remodeled Center"). If Lessor deems it necessary for construction personnel to enter the Premises in orderto construct the Remodeled Center, Lessor shall give Lessee no less than 60 days prior notice and Lessee shall allow such entry. Lessor shall use reasonable efforts to complete any work affecting the Premises in an efficient manner so as not to interfere unreasonably with Lessee's business. Lessee shall not be entitled to any damages for any inconvenience or any disruptionto Lessee's business caused by such work; provided, however, the Base Rent paid by Lessee for the period of the inconvenience shall be abated in proportionto the degree that Lessee's use of the Premises is impaired. Lessor shall have the right to use portions of the Premisesto accommodate any structures required for the Remodeled Center, provided that if as a result thereof there is a permanent decrease in the floor area of the Premises of 3% or more, there shall be a proportionate downward adjustmentof Base Rent and Lessee's Share. 3. Term. 3.1. Term. The Commencement Date, Expiration Date and Original Term of this Lease are as specified in Paragraph 1.3. 3.2. Early Possession. Any provision herein granting Lessee Early Possession of the Premises is subject to and conditioned upon the Premises being available for such possession priorto the Commencement Date. Any grant of Early Possession only conveys a non-exclusive right to occupy the Premises. If an Early Possession Date has been specified in Paragraph 1.4, the Parties intend that Lessee shall have accessto the Premises as of the Early Possession Date for purposes of preparing and fixturizing the Premises for the conduct of Lessee's business. If Lessee totally or partially occupies the Premises priorto the Commencement Date for any reason (and for purposes hereof, "occupancy" shall include, without limitation, Lessee's entry onto the Premises for purposes of preparing and fixturizing the Premisesfor business), the obligationto pay Base Rent and Percentage Rent shall be abatedfor the period of such early possession. All other terms of this Lease (including but not limitedto Lessee's obligations to carry insurance and to maintainthe Premises) shall be in effect during such period, except that Lessee's obligations to pay Lessee's Share of Common Area Operating Expenses, Real Property Taxes and insurance premiums shall only be in effect priorto the Commencement Date if Lessee has opened for business in the Premises prior to the Commencement Date. Any such Early Possession shall not affect the Expiration Date. 3.3. Delay In Possession. Lessor agreesto use commercially reasonable efforts to deliver exclusive possession of the Premises to Lessee by the Commencement Date. If, despite said efforts, Lessor is unableto deliver possession by such date, Lessor shall not be subject to any liability therefor, nor shall such failure affect the validity of this Lease or change the Expiration Date. Lessee shall not, however, be obligated to pay Rent or perform its other obligations until Lessor delivers possession of the Premisesand any period of rent abatement that Lessee would otherwise have enjoyed shall run from the date of delivery of possession and continue for a period equal to what Lessee would otherwise have enjoyed under the terms hereof, but minus any days of delay caused by the acts or omissions of Lessee. If possession is not delivered within 60 days after the Commencement Date, as the same may be extended under the termsof any Work Letter executed by Parties, Lessee may, at its option, by notice in writing within 10 days after the end of such 60 day period, cancel this Lease, in which event the Parties shall be discharged from all obligations hereunder. If such written notice is not received by Lessor within said 10 day period, Lessee's right to cancel shall terminate. If possession of the Premises is not delivered within 120 days after the Commencement Date, this Lease shall terminate unless other agreements are reached between Lessor and Lessee, in writing. 3.4. Lessee Compliance. Lessor shall not be required to tender possession of the Premises to Lessee until Lessee complies with its obligation to provide evidence of insurance (Paragraph 8.5). Pending delivery of such evidence, Lessee shall be requiredto perform all of its obligations under this Lease from and after the Start Date, including the payment of Rent, notwithstanding Lessor's electionto withhold possession pending receipt of such evidence of insurance. Further, if Lessee is required to perform any other conditions priorto or concurrent with the Start Date, the Start Date shall occur but Lessor may elect to withhold possession until such conditions are satisfied. 4. Rent. 4.1 Rent Defined. All monetary obligations of Lessee to Lessor under the terms of this Lease (except for the Security Deposit) are deemed to be rent ("Rent"). 4.2. Common Area Operating Expenses. Lessee shall pay to Lessor during the term hereof, in addition to the Base Rent and, if applicable, Percentage Rent, Lessee's Share (as specified in Paragraph 1.7) of all Common Area Operating Expenses, as hereinafter defined, during each calendar year of the term of this Lease, in accordance with the following provisions: (a) "Common Area Operating Expenses" are defined, for purposes of this Lease, as all costs relating to the ownership and operation of the Shopping Center, including, but not limitedto, the following: (i) Costs relating to the operation, repair and maintenance, in neat, clean, good order and condition, and replacementas reasonably necessary, of the following: (2a) The Common Areas and Common Area improvements, including parking areas, loading and unloading areas, trash areas, roadways, parkways, walkways, driveways, landscaped areas, parking lot striping, bumpers, irrigation systems, Common Area lighting facilities, fences and gates, elevators, roofs, exterior walls of the buildings, building systems and roof drainage systems. (bb) Exterior signs and any tenant directories. (cc) Any fire detection and/or s