Preview
PLD-C-001
ATTORNEY OR PARTY WITHOUT ATTORNEY STATE BAR NUMBER: FOR COURT USE ONLY
name: Michael C. Titus SBN 309153
FinmNave: WILD, CARTER & TIPTON
street aporess: 246 W. Shaw Avenue
omy: Fresno state: CA ziecove: 93704
retepHone no: (559) 224-2131 FAX NO. (559) 229-7295
Ema aporess: Inti tus@wctlaw.com
ATTORNEY FOR (name Plaintiff
SUPERIOR COURT OF CALIFORNIA, COUNTY OF FRESNO
streetaporess: 1130 O Street
MAILING ADDRESS:
ciry ano zipcooe:Fresno, CA 93721
BRANCH NAME: BF. Sisk Courthouse
PLAINTIFF: TRENDWEST ENTERPRISES, INC.
DEFENDANT: DRE36, LLC, a California limited liability company
E-FILED
| (K) does 1 To.10 5/8/2024 1:38 PM
CONTRACT Superior Court of California
(QQ compcaint (2) AMENDED COMPLAINT (Number): County of Fresno
By: Hannah Garcia, Deputy
(2) cross-comPLainT (2) AMENDED CROSS-COMPLAINT (Number):
Jurisdiction (check all that apply): CASE NUMBER:
(2) ACTION IS A LIMITED CIVIL CASE (does not exceed $35,000)
Amount demanded [7] does not exceed $10,000
(CC) exceeds $10,000 24CECG01973
(Q] ACTION IS AN UNLIMITED CIVIL CASE (exceeds $35,000)
(] ACTION IS RECLASSIFIED by this amended complaint or cross-complaint
(2) trom limited to unlimited
(2) trom unlimited to limited
Plaintiff* (name or names): TRENDWEST ENTERPRISES, INC.
alleges causes of action against defendant* (name or names). DRE36, LLC, a California limited liability company
This pleading, including attachments and exhibits, consists of the following number of pages:
3. a, Each plaintiff named above is a competent adult
(QQ except plaintiff (name): TRENDWEST ENTERPRISES, INC.
(1) CX] a corporation qualified to do business in California.
(2) (2) an unincorporated entity (describe):
(3) CL] other (specify):
() Plaintift (name):
(1) QO has complied with the fictitious business name laws and is doing business under the fictitious name (specify):
(2) (.) has complied with all licensing requirements as a licensed (specify):
ql Information about additional plaintiffs who are not competent adults is shown in Attachment 3c.
4. a. Each defendant named above is a natural person
w except defendant (name): (2) except detendant (name):
DRE36, LLC
(1) (2) a business organization, form unknown. (1) (2) a business organization, form unknown.
(2) (Q acorporation. (2) CC) acorporation.
(3) (A) an unincorporated entity (describe): (3) (2) an unincorporated entity (describe):
(4) (2) a public entity (describe): (4) (2) a public entity (describe):
(8) (QQ other (specify): (5) (2) other (specify):
a California limited liability company
‘il this form ie used as a cross-complaint, plaintill mans cross-complainant and defendant means crose-delendant. Pages of 2
Form Apg roves tor Optional Use Code of Civil Procedure, § 425.12
Judicial 8 jounci of California MICE) Essential COMPLAINT—Contract www. cOUTtS.€8 gov
PLD-C-001 [Rav. January 1, 2024) ceb.com | i
PLD-C-001
SHORT TITLE: CASE NUMBER:
TRENDWEST ENTERPRISES, INC. v. DRE36, LLC 24CECG01973
4 b. The true names of defendants sued as Does are unknown to plaintiff.
(1) (K) Doe defendants (specify Doe numbers): 1-5 were the agents or employees of the named
defendants and acted within the scope of that agency or employment.
(2) [K) Doe defendants (specify Doe numbers): 6-10 are persons whose capacities are unknown to
plaintiff.
°. (2 Information about additional defendants who are not natural persons is contained in Attachment 4c.
d. (2) Defendants who are joined under Code of Civil Procedure section 382 are (names):
() Plaintiff is required to comply with a claims statute, and
a. (Cy has complied with applicable claims statutes, or
b. (21 is excused from complying because (specify):
(CJ This action is subject to C2 Civil Code section 1812.10 [2] Civil Code section 2984.4.
This court is the proper court because
(&) a defendant entered into the contract here.
(C) a defendant lived here when the contract was entered into.
(CC) a defendant lives here now.
(XQ) the contract was to be performed here.
() a defendant is a corporation or unincorporated association and its principal place of business is here.
(C) real property that is the subject of this action is located here.
(CY other (specify) :
The following causes of action are attached and the statements above apply to each (each complaint must have one or
more causes of action attached):
CQ) Breach of Contract
[K) Common Counts
CC) Other (specify):
C2 Other allegations:
10. Plaintiff prays for judgment for costs of suit; for such relief as is fair, just, and equitable; and for
a. (&) damages of: $No less than $84,000.00
b. interest on the damages
(1) (QQ according to proof
(2) (Cy at the rate of (specify): percent per year from (date):
©. [KD attorney's fees
(1) OC) of:$
(2) (K) according to proof.
d. (Q) other (specify): For such other and further relief as the Court may deem
just and proper, including court costs and interest
according to proof.
11. CC) The paragraphs of this pleading alleged on information and belief are as follows (specil Jaragraph numbers):
Date: vay , 2024
Michael C Titus » <<
(TYPE OR PRINT NAME) is INTIFFOR ATTORNEY)
(If you wish to verify this pleading, affix a verification.)
PLD-C-001 [Rev. January 1, 2024] Page 2 of 2
COMPLAINT—Contract
GECEB | Essential
ceb.com |f=]Forms:
PLD-C-001(1
SHORT TITLE: CASE NUMBER:
TRENDWEST ENTERPRISES, INC. v. DRE36, LLC 24CECG01973
Errst______§=¥=+=»-—~»S»-
Trumbery
CAUSE OF ACTION-Breach of Contract
ATTACHMENT TO [XQ Complaint (2) Cross-Complaint
(Use a separate cause of action form for each cause of action.)
BC-1. Plaintiff (name): TRENDWEST ENTERPRISES, INC.
alleges that on or about (date) January 1, 2022
a &) written CQ oral (2 other (specify):
Trendwest Enterprises, Inc. and
agreement was made between (name parties to agreement} DRE36, LLC, a California limited
liability company
[(&) A copy of the agreement is attached as Exhibit A, or
(CC) The essential terms of the agreement [_) are stated in Attachment BC-1 [2] are as follows (specify):
BC-2. On or about (dates): July 1, 2023
defendant breached the agreement by [XJ the acts specified in Attachment BC-2 [L] the following acts
(specify):
BC-3. Piaintiff has performed all obligations to defendant except those obligations plaintiff was prevented or
excused from performing.
BC-4. Plaintiff suffered damages legally (proximately) caused by defendant's breach of the agreement
(2) as stated in Attachment BC-4 [XJ as follows (specify).
In an amount no less than $84,000.00
BC-5. [X) Plaintiff is entitled to attorney fees by an agreement or a statute
C) ofs
(&) according to proof.
BC-6. XQ Other:
For such relief as the Court may deem just and
proper, including court costs and interest according
to proof.
Page 3
Page 1 of 1
Form Approved for Optionat Use Code of Civil Procedure, § 425.12
judicial Council of California, CAUSE OF ACTION- Breach of Contract wunw.courtinfo.ca. gov
PLD-C-001(1) [Rev. January 1, 2007}
| Essential
{Forms
PLD-C-001(2
SHORT TITLE: CASE NUMBER:
TRENDWEST ENTERPRISES, INC. ve. DRE36, LLC 24CECG01973
(number)
CAUSE OF ACTION-Common Counts
ATTACHMENT TO [X} Complaint (2) Cross-Complaint
(Use a separate cause of action form for each cause of action.)
CC-1, Plaintiff (name): TRENDWEST ENTERPRISES, INC.
alleges that defendant (name): DRE36, LLC, a California limited liability company
became indebted to CY piaintitt CC) other (name):
a. (&) within the last four years
(1) Ga] on an open book account for money due.
(2) (2) because an account was stated in writing by and between plaintiff and defendant in which it
was agreed that defendant was indebted to plaintiff.
b. (C) within the last (two years (2) four years
(1) (2) for money had and received by defendant for the use and benefit of plaintiff.
(2) (2) for work, labor, services and materials rendered at the special instance and request of defendant
and for which defendant promised to pay plaintiff.
CC) the sum of $
(CC) the reasonable value.
(3) (2) for goods, wares, and merchandise sold and delivered to defendant and for which defendant
promised to pay plaintiff
Co the sum of $
(2) the reasonable value.
(4) CC) for money lent by plaintiff to defendant at defendant's request.
(5) (] for money paid, laid out, and expended to or for defendant at defendant's special instance and
request.
(6) C) other (specity):
CC-2. $ 84,000.00 , which is the reasonable value, is due and unpaid despite plaintiff's demand,
plus prejudgment interest [J according to proof [) at the rate of percent per year
from (date): February 1, 2024
CC-3. [XJ Plaintiff is entitled to attorney fees by an agreement or a statute
of $
[X) according to proof.
co-4, Other:
For such further relief as the Court may deem just and proper,
including court costs and interest according to proof.
Page 4
Paget oft
Form Aj proved for Optionsl Use ‘Cose of Givi Proceur 0, 425.52
Judicial re Council of Calilornia, CAUSE OF ACTION-Common Counts itinfo.ca.gov
PLD-C-001(2) [Rev. January 1, 2009}
CEB | Espontil
MC-025
SHORT TITLE: CASE NUMBER:
| TRENDWEST ENTERPRISES, INC. v. DRE36, LLC
ATTACHMENT (Number): BC-2
(This Attachment may be used with any Judicial Council form.)
Defendant failed to pay rent under its lease for well over a year. On or about February 1, 2024, Plaintiff served Defendant
with a Five (5) Day Notice to Pay Rent or Quit. Rather than pay rent and/or vacate the leased premises, Defendant
remained in the premises. On or about February 26, 2024, Plaintiff filed a Complaint for Uniawful Detainer against
Defendant. In or around early April 2024, Plaintiff noticed that Defendant had abandoned the premises, but did not hand
over the keys. On or about April 15, 2024, Plaintiff served Defendant with a Notice of Belief of Abandonment. On or
about May 6, 2024, Plaintiff locked Defendant out of the premises under the Notice of Belief of Abandonment expiring.
However, Defendant has and continues to fail to pay the debts owed to Plaintiff.
(if the item that this Attachment concerns is made under penalty of perjury, all statements in this Page 5 of S__
Attachment are made under penalty of perjury.) (Add pages as required)
Form Approved for Optional Use ATTACHMENT www.courtinfo.ca.gov
Judicial Council of alifornia
MC-028 [Rev. July 1, 2009} to Judicial Council Form
CEB
ceb.com
Essential
F\Forms:
EXHIBIT “A”
DocuSign Envelope ID: SASA25AD-0088-4371-8C59-F4F4ADEDS809
LEASE BETWEEN
TRENDWEST ENTERPRISES, INC.,
A CALIFORNIA CORPORATION,
LANDLORD
and
DRE36 LLC,
AC ALIFORNIA LIMITED LIABILITY COMPANY,
TENANT
Montecito Plaza
January 1.2022 __
DocuSign Envelope ID: 9ASA25A0-0088-4371-BC59-F4F4ADEDS809
Dre¥6 LLC
Date: January 3, 2022
LEASE
TABLE OF CONTENTS
RETAIL LEASE,
ARTICLE I- BASIC LEASE PROVISIONS:
ARTICLE 2- PREMISES
ARTICLE 3- TERM
ARTICLE 4- POSSESSION AND CONDITION OF PREMISES
ARTICLE $- TENANT'S CONSTRUCTION
ARTICLE 6- RENTAL
ARTICLE 7- TENANT FINANCIAL DATA
ARTICLE 8- TAXES,
ARTICLE 9- UTILITIES
ARTICLE (0- TENANT'S CONDUCT OF BUSINESS:
ARTICLE 11- MAINTENANCE, REPAIRS AND ALTERATIONS
ARTICLE 12. COMMON AREA. 2
ARTICLE 13- ASSIGNMENT AND SUBLETTING 14
ARTICLE 14- PROMOTIONAL CHARGE, 15
ARTICLE 15 -INSURANCE 16
ARTICLE 16- DAMAGE 8
ARTICLE 17- EMINENT DOMAIN 19
ARTICLE 18- DEFAULTS BYTENANT 20
ARTICLE 19- DEFAULTS BY LANDLORD 2
ARTICLE 20- SUBORDINATION, ATTORNMENT AND TENANT'S CERTIFICATE 2
ARTICLE 21- QUIET ENJOYMENT 2B
ARTICLE 22- TITLE OF LANDLORD 2B
ARTICLE 23- MISCELLANEOUS 2
EXHIBIT A = GENERAL SITE PLAN 30
EXHIBIT B ~ COMMENCEMENT DATE CERTIFICATE 31
EXHIBIT C + CONSTRUCTION PROVISIONS 32
EXHIBIT C-1 = TENANT'S CONSTRUCTION 35
EXHIBIT C-2 = CONSTRUCTION ALLOWANCE 36
EXHIBIT D + SIGN CRITERIA 37
EXHIBIT D-1 - MONUMENT SIGN 4
EXHIBIT E - RULES AND REGULATIONS 42
EXHIBIT F - LANDLORD'S SHELL CONSTRUCTION 43
Page 2 of 43
Initials; DA
‘SN013\136376.002\Dre36 Lease\Dre36 Lease (2).doca Initials:
DocuSign Envelope ID: GASA25AD-0088-4371-8C59-F4F4A0ED5809
Tenant: Dre¥6 LLC
Date: lanuary 1, 2022
RETAIL LEASE
This Lease ("Lense") is entered into as of the date set forth in Section1.1 by and between Landlord and
Tenant.
ARTICLE 1- BASIC LEASE PROVISIONS:
Mw Effective Date: January.L 2022
12 Landiord: Trendwest Enterprises, Inc., a California corporation
13 Tenants:
Dre36 LLC aC ia limited Jiabilit
14 Tenant's Trade Name: Dre36 (Ariicle 10)
1S Project: Montecito Plaza. (ExhibitA)
16 Premises: Space No. 2940 E, Nees Suites 101 and 103, See attached Exhibit A. (Article2)
M7 Floor Area of Premises: approximately 3,671 square feet, (Article2)
18 Term: Thirtesn (13) months following the “Commencement Date” (as defined in Section J.9). (Anicle
dv
1 Commencement Date: January
J. 2022 (Article 3).
110 Minimum Annual Rent: (Article 6)
Months following
Commencement Daie__Min, Annual Ren/YR___Min. Monthly Rent____Rent/Per So. Ft.
Month 1 $0.00 NNN/YR $0,00 NNN $0.00 NNN/SF
Months 2-13 $36,000.00 NNN/YR ‘$3,000.00 NNN $0.8172 NNN/SF
Lu Percentage Rent: NOT USED. ( Amticle 6)
Liz Common Area Costs: As set forth in Article 12.
413 Radius Restriction Area; NOT USED (Article 10)
14 Use of Premises: The Premises shall be used fora fitness studio providing various types of fitness and
exercise services, including small group and fitness interval training, fitness related retail sales, and other related
services; provided that the Premises may not be used for martial arts, ickboxing, boxing, grappling arts, self-
defense and martial arts fitness training and instruction. (Article
10)
LAs Minimum Hours of Operation: None
116 Promotional Charge: If applicable, the amount set forth in Article 14
ay Insurance Limits: Two Million Dollars ($2,000,000.00). (Article
15)
118 Security Deposit: Seven Thousand Five Ifundred and 00/100ths Dollars ($7,500.00). (Article 23)
iy Guarantor: None (ExhibitF)
1,20 Broker(s): None. (Article 23)
121 Nolices (Article 23):
Landlord: Trendwest Enterprises, Inc.
‘clo Manco Abbott Real Estate Management
1398 W. Herndon, Suite 105
Fresno, CA 93711
(559) 435-1756
Tenant: Dre36 LLC
2940 E. Nees Suite 101
Fresno, CA 93720
aw
Attention: Dre Nestle
Page 3 of 43
Initials:
'$1013\136376.002\Dre36 Lease\Dre36 Lease (2).doex. Initial
DocuSign Envelope 1D: 9A5A25AD-0088-4371-BC59-F4F4ADEDS809
Tenant: Dre36 UC
Date: Jarry 1,2022
122
(a) As of the date of this Lease, the Premises have not been inspected by a Certified Access Specialist
(°CASp"). A CASp can j ct the subject premises and determine whether the subject premises
comply with all of the applicable construction-related accessibility standards under state law.
Although state Iaw does not require a CASp inspection of the subject premises, the commercial
property owner or lessar may not prohibit the Lessee or tenant from obtaining a CASp inspection of
the subject premises for the occupancy or potential occupancy of the lessee of tenant, if requested
by the lessee or tenant. The parties shat! mutually agece on the arrangements for the time and
manner of the CASp inspection, the payment of the fee lor the CASp inspection, and the cost of
making any repairs necessary to correct violations of construction-related accessibility standards
within the premises, This disclosure is made as required by Catifomia Civil Code Section 1938,
(b) As ofthe date of this Lease, the Common Arca has been inspected by a CASp and the Common
Area was not determined to meet alf applicable construction-related accessibility standards under
California Civil Code Section $5.53, Tenunt has been provided a copy of the CASp report, which,
report shall remain conficential, except as necessary for the tenant to complete repairs aud
correction of violations of construction —related accessibility standards that the tenant agrees to
make, pursuant to Civil Code Section 1938(a). This disclosure is made as required by California
Civil Code Section 1938.
This Article | is intended to supplement and/or summarize the provisions set forth in the balance of this Lease. If
there is any conflict between any provisions contained in this Article | and the balance of this Lease, the balance
of this Lease shall control.
Page 4 of 43,
Initials: db N
51101311363 76.002\Dre36 Leasc\Dye36 Lease (2).docn Initial
DocuSign Envelope ID: SASAZ5AD-0088-4371-BC59-F4F4ADED5809
Tenant: Dred6 LLC
Date: January 1, 2022
ARTICLE
2: PREMISES
2 Promises, Landlord leases to Tenant and Tenant leases from Landlord, for the “Term” (as
defined in Article 3) and upon the covenants and conditions sot forth in this Lease, the premises described in
Sestion 1.6 ( ‘Premises”) and depicted on ExhibitA attached hereto. Notwithstanding anything contained in this
Lease to the contrary, the Premises shall be deemed to include the roof, floor slab and foundations, and structural
and exterior walls which are a part ofor immediately adjacent to the Premises,
22 Reservation. Landlord reserves the right to use the exterior walls, floor, roof and plenum in,
above and below the Premises for the repair, maintenance, use and replacement of pipes, ducts, utility lines and
systems, stnictural elements serving the Project and for such other purposes as Landlord deems necessary. In
exercising its rights reserved herein, Landlord shall not unreasonably interfere with the operation of Tenant's
business on the Premises.
23 Floor Area. The term “Floor Area”, as used in this lease, shall mean all areas designated by
Landiord for the exclusive use of a tenant measured from the exterior surface of exterior walls (and extensions,
in the case of openings) and from the extiter of interior demising walls, and shall include, but not be limited fo,
restrooms, mezzanines, warehouse or storage areas, clerical or office areas and employee areas. The Premises
shall be deemed to contain the number of square feet of Floor Area specified in Section 7. Landlord shall have
no liability to Tenant based on the inuccuracy of such figure.
ARTICLE
3 -TERM
aa Term. This Lease shall be effective from and after the Effective Date specified in Section 1.1.
‘The term of this Lease (“Tecm") shall commence on the Commencement Date (as specified in Section 1.9). The
Term shall continue, unless sooner terminated in accordance with the provisions of this Lease, for the number of
jonths specified in Section 1,8 from the first day of the month following the Commencement Date. Upon
Landlord's request, Tenant shall execute a certificate substantially in the form of ExhibitB attached hereto
evidencing the Commencement Date of this Lease, and return such certificate to Landlord within ten (10) days
Tenant's receipt thereof,
ARTICLE 4- POSSESSION AND CONDITION OF PREMISES
4h ‘Turnover Date. The term “Tumover Dats”, as used in this Lease, shall mean January 1, 2022.
Tenant acknowledges that Tenant has been in possession of the Premises through and to the Tumover Date
pursuant to that certain Retail Leasc dated September 22, 2016, made by and between JAMES MCKOANE.
ENTERPRISES, INC, @ Cal fornia corporation, as predecessor in interest to Landlord, and NO MESSIN
FITNESS, INC, a California corporation, as predecessor by assignment to Tenant (the “Prior Lease”), which is
or shall be terminated as of December 31, 2021, by agreement of the parties made or to be made more or less
concurrently herewith (such agreement the “Termination Agrecment") and this Lease is made expressly
contingent thereupon. Landlord has no obligation to perform any repairs or improvements to the Premises prior
to the Tumover Date.
42 Delivery
of Possession. Tenant shall accept possession of the Premises from Landlord upon
the Tumover Date, The Security Deposit for the Prior Lease in the amount of $7,500.00 on deposit with
Landlord shall be transferred to this Lease on the date Tenant signs this Lease. Tenant agrees to accept
possession of the Premises on the Tumover Date in its present “AS IS" condition, and shall, subject to the terms
and conditions of this Lease, hold Landlord harmless from any liability or claims relating to the condition of the
Premises,
43 Condition of Premises. Tenant is leasing the Premises ‘AS.IS” in the existing condition on
the date of this Lease, and Tenant agrees to accept possession of the Premises on the Turnover Date in such
condition, The taking of possession by Tenant of the Premiscs shall be conclusive evidence that the Premises
and the Project were ia good and satisfactory condition at the time such possession was taken, subject only (0
outstanding items to be completed pursuant to Landlord’s punch list created on or before the Tumover Date.
Landlord has made no representations or warranties to Tenant regarding the Premises or the Project.
RTICL 7 N
Sa ‘Tenant's Work. Tenant shall commence construction of Tenant's Work, if any, upon the
Tumover Date and delivery of possession of the Premises to Tenant, and shall diligently prosecute same to
Page 5 of43
Initials: Da
'§A013\136376.002\Dre}6 Lease\Dre36 Lease (2).doex Initials:
DocuSign Envelope 1D: SASA25AD-0088-4371-BC59-F4F4ADEDS809
Tenant: Dre36 LLC
Date: January 1, 2022
completion. Tenant shall deliver (o Landlord a copy of the certificate of occupancy for the Premises issued by the
appropriate governmental agency upon completion of Tenant’s Work.
52 NOT USED.
ARTICLE. NTAL
6.1 Minimum Annual Rent. Tenant shall pay he sum specified in Section 1.10 (“Minimum
Anayal Rent”) in the monthly installments specified, in advance, on or before the first (1st) day of each month,
without prior demand and without offset or deduction (except as expressly and specifically provided in this
Lease), commencing on the Commencement Date. Should the Commencement Date be u day other than the first
(ist) day of a calendar month, then the monthly installment of Minimum Annual Rent for the first partial month
shall be prorated to .equal one-thirtieth (1/30th) of the monthly installment of Minimum Annual Rent for each
day from the Commencement Date to the end of the partial month,
6.2 Adjustment to Minimum Annual Rent. The Mit imum Annual Rent payable under Section
Q and this Article 6 shall be adjusted on cach of the dates and to the amounts specified in Section 1.10. The
Minimum Annual Rent as adjusted shall be the Minimum Annual Rent until the next Adjustment Date or the date
the Minimum Annual Rent is next adjusted pursuant to Section L10.
63 Not Used.
64 Additional Rent. Tenant shall pay, as “Additional Ren!” all sums required to be paid by
Tenant to Landlord pursuant to this Lease in addition to Minimum Annual Rent (including, for example,
Percentage Rent, if any, and Tenant's Share of Common Area Costs as provided in Section 12.5). Landlord shall
have the same rights and remedies for the nonpayment of Additional Rent as it has with respect to the
nonpayment of Minimum Annual Rent. It is the intention of Landlord and Tenant that the Mininwm Annual Rent
and Additional Rent to be puid hereunder shall be paid to Landiord absolutely net without deduction of any
amount of any nature whatsoever, except as otherwise expressly and specifically provided in this Lease,
Tenant's Share of Common Area Costs shall commence on January 1, 2022, and the initial months amount shalt
be due on or before the execution of this Lease.
65 Place
of Payment. Tenant shall pay Minimum Annual Rent and Additional Rent to Landlord
at the address specified in Section 1.21, or to such other address and/or person as Landlord may from time to
time designate in writing to Tenant.
6.6 Late Payments. Tenant acknowledges that late payment of Minimum Annual Rent or of other
sums due will cause Landlord to incur costs not contemplated by this Lease, the exact amount of which will be
extremely difficult to ascertain. Such costs may include, but are not limited to, processing and accounting
charges, administrative and collection costs, and late charges which may be imposed upon Landlord by terms of
any mortgage or trust deed covering the Premises. Accordingly, if any Rent is not received by Landlord within
five (5) days after such amount becomes due, Tenant shall immediately pay to Landiord a late charge equal fo
five percent (3%) of such overdue amount, Landlord and Tenant agree that such late charge represents a fair and
reasonable estimate of the costs that Landlord will incur by reason of the late payment by Tenant and is fair
compensation to Landlord for its loss suffered due to Tenant's tate payment or nonpayment, Additionally, all
Minimum Annual Rent or other sums due under this Lease, but unpaid shall bear interest from the date due until
and including the date paid at the Interest Rate, as defined in Section 23.%m) (or, if lower, at the maximum rate
allowed by law). Demand for or acceptance of such late charges or interest by Landlord shell not constitute a
waiver of default nor prevent Landlord from exercising any rights and remedies. In addition, if any Rent is not
paid when duc, Landlord may require that all future payments be made by eashier's check or electronic funds.
°1 A. A
WW Not 2d.
12 Not Used.
13 Financial Statements. Within fifteen (15) days after Landlord’s written request, but not more
frequently than once per calendar year, Tenant shall furnish Landlord with financial statements or other
reasonable financial information reflecting Tenants’ current financial condition, certified by Tenant or its
financial officer. If Tenant is a publicly (raded corporation, delivery of Tenants’ last pul ied financial
information shall be satisfactory for purposes of this information, Landlord may request the financial statements
set forth herein only if the request is made for a specific reason, such as in connection with a sale, financing or
830) 3\136576,002\Dre36 Lease\Dre6 Lease @2):do0x
Page 6 of43
Init
Is:
bw
DocuSign Envelope ID: SASA25AD-0088-437 1-BC59-F4F4ADED5809
‘Tenant: Dro36 LLC
Date; January 1, 2022
refinancing of the Project. Any information obtained from Tenant's financial statements shall be confidential and
shall not be disclosed other than to carry out the purposes of this Lease; provided, however, Landiord shall incur
to tiat ity for the inadvertent disclosure of any such information. Landiord may divulge the contents of any
financial statements in connection with any financing arrangement or sale of Landlord's interest in the Premises
or Project or in connection with any administrative or judicial proceedings.
ARTICLE
8- TAXES
8.1 Real Property Taxes.
(2) As.used in this Lease, the term ‘axes” shall include all present and future ed valorem
real estate taxes, local improvement district assessments, and any form of tax or assessment, license fee,
license tax, use tax, posscssory interest tax, tax or excise on rental, of any other levy, charge, expense or
imposition, including but not limited to charges based upon the valuc or size of land, buildings and other
improvements, based upon parking spaces, or based upon gross rents or gross revenue, imposed,
assessed oF levied upon or allocable to the Project by the United States, the State of Califomis or any
local government authority or agency or any political subdivision thereofor any political subdivision
thereof, or any school, agricultural, lighting, drainage or other improvement or special assessment
district, special improvement district or local improvement district, on any interest of Landlord or
Tenant (including any Segal ot equitable interest of Landlord or its mortgagee, if any) in the Premises,
the remainder of the Project or the underlying realty. The term “Taxes” shall not include Landlord’s
general income taxes, inhcritance, estate or gift axes.
) From and after the Commencement Date, ‘Tenant shall pay to Landlord, as Additional
Rent, a share of the Taxes pursuant to Section
8.1 {¢) below. Taxes for any partial year shall be prorated.
Landlord, at its option, may collect Tenant's payment of its share of Taxes after the actual amount of
Taxes are ascertained or in advance, monthly or quarterly, based upon estimated Taxes. If Landlord
elects to collect Tenant's share of Taxes based upon estimates, Tenant shall pay to Landlord from and
after the Commencement Date, and thereafter on the first (Ist) day of each month or quarter during the
term (as determined by Landlord), an amount estimated by Landlord to be the monthly or quarterly
Taxes payable by Tenant. Landlord may periodically adjust the estimated amount. If Landiord collects
Taxes based upon estimated amounts, then following the end of cach calendar year or, at Landlord's
option, its fiscal year, Landlord shall furnish Tenant with a statement covering the year just expired
showing the total Taxes for the Project for such year, the total Taxes payable by Tenant for such year,
and the payments previously made by Tenant with respect to such year, as set forth above. If the actual
Taxes payable for such year exceed Tenant's prior payments, Tenant shall pay to Landlord the
deficiency within ten (10) days after its receipt of the statement. If Tenant's payments exceed the actual
Taxes payable for that year, Tenant shall be cntitled to offset the excess against the next payment(s) of
Taxes and/or other Addi al Rent that become due to Landlord; provided t
Preview
PLD-C-001 ATTORNEY OR PARTY WITHOUT ATTORNEY STATE BAR NUMBER: FOR COURT USE ONLY name: Michael C. Titus SBN 309153 FinmNave: WILD, CARTER & TIPTON street aporess: 246 W. Shaw Avenue omy: Fresno state: CA ziecove: 93704 retepHone no: (559) 224-2131 FAX NO. (559) 229-7295 Ema aporess: Inti tus@wctlaw.com ATTORNEY FOR (name Plaintiff SUPERIOR COURT OF CALIFORNIA, COUNTY OF FRESNO streetaporess: 1130 O Street MAILING ADDRESS: ciry ano zipcooe:Fresno, CA 93721 BRANCH NAME: BF. Sisk Courthouse PLAINTIFF: TRENDWEST ENTERPRISES, INC. DEFENDANT: DRE36, LLC, a California limited liability company E-FILED | (K) does 1 To.10 5/8/2024 1:38 PM CONTRACT Superior Court of California (QQ compcaint (2) AMENDED COMPLAINT (Number): County of Fresno By: Hannah Garcia, Deputy (2) cross-comPLainT (2) AMENDED CROSS-COMPLAINT (Number): Jurisdiction (check all that apply): CASE NUMBER: (2) ACTION IS A LIMITED CIVIL CASE (does not exceed $35,000) Amount demanded [7] does not exceed $10,000 (CC) exceeds $10,000 24CECG01973 (Q] ACTION IS AN UNLIMITED CIVIL CASE (exceeds $35,000) (] ACTION IS RECLASSIFIED by this amended complaint or cross-complaint (2) trom limited to unlimited (2) trom unlimited to limited Plaintiff* (name or names): TRENDWEST ENTERPRISES, INC. alleges causes of action against defendant* (name or names). DRE36, LLC, a California limited liability company This pleading, including attachments and exhibits, consists of the following number of pages: 3. a, Each plaintiff named above is a competent adult (QQ except plaintiff (name): TRENDWEST ENTERPRISES, INC. (1) CX] a corporation qualified to do business in California. (2) (2) an unincorporated entity (describe): (3) CL] other (specify): () Plaintift (name): (1) QO has complied with the fictitious business name laws and is doing business under the fictitious name (specify): (2) (.) has complied with all licensing requirements as a licensed (specify): ql Information about additional plaintiffs who are not competent adults is shown in Attachment 3c. 4. a. Each defendant named above is a natural person w except defendant (name): (2) except detendant (name): DRE36, LLC (1) (2) a business organization, form unknown. (1) (2) a business organization, form unknown. (2) (Q acorporation. (2) CC) acorporation. (3) (A) an unincorporated entity (describe): (3) (2) an unincorporated entity (describe): (4) (2) a public entity (describe): (4) (2) a public entity (describe): (8) (QQ other (specify): (5) (2) other (specify): a California limited liability company ‘il this form ie used as a cross-complaint, plaintill mans cross-complainant and defendant means crose-delendant. Pages of 2 Form Apg roves tor Optional Use Code of Civil Procedure, § 425.12 Judicial 8 jounci of California MICE) Essential COMPLAINT—Contract www. cOUTtS.€8 gov PLD-C-001 [Rav. January 1, 2024) ceb.com | i PLD-C-001 SHORT TITLE: CASE NUMBER: TRENDWEST ENTERPRISES, INC. v. DRE36, LLC 24CECG01973 4 b. The true names of defendants sued as Does are unknown to plaintiff. (1) (K) Doe defendants (specify Doe numbers): 1-5 were the agents or employees of the named defendants and acted within the scope of that agency or employment. (2) [K) Doe defendants (specify Doe numbers): 6-10 are persons whose capacities are unknown to plaintiff. °. (2 Information about additional defendants who are not natural persons is contained in Attachment 4c. d. (2) Defendants who are joined under Code of Civil Procedure section 382 are (names): () Plaintiff is required to comply with a claims statute, and a. (Cy has complied with applicable claims statutes, or b. (21 is excused from complying because (specify): (CJ This action is subject to C2 Civil Code section 1812.10 [2] Civil Code section 2984.4. This court is the proper court because (&) a defendant entered into the contract here. (C) a defendant lived here when the contract was entered into. (CC) a defendant lives here now. (XQ) the contract was to be performed here. () a defendant is a corporation or unincorporated association and its principal place of business is here. (C) real property that is the subject of this action is located here. (CY other (specify) : The following causes of action are attached and the statements above apply to each (each complaint must have one or more causes of action attached): CQ) Breach of Contract [K) Common Counts CC) Other (specify): C2 Other allegations: 10. Plaintiff prays for judgment for costs of suit; for such relief as is fair, just, and equitable; and for a. (&) damages of: $No less than $84,000.00 b. interest on the damages (1) (QQ according to proof (2) (Cy at the rate of (specify): percent per year from (date): ©. [KD attorney's fees (1) OC) of:$ (2) (K) according to proof. d. (Q) other (specify): For such other and further relief as the Court may deem just and proper, including court costs and interest according to proof. 11. CC) The paragraphs of this pleading alleged on information and belief are as follows (specil Jaragraph numbers): Date: vay , 2024 Michael C Titus » << (TYPE OR PRINT NAME) is INTIFFOR ATTORNEY) (If you wish to verify this pleading, affix a verification.) PLD-C-001 [Rev. January 1, 2024] Page 2 of 2 COMPLAINT—Contract GECEB | Essential ceb.com |f=]Forms: PLD-C-001(1 SHORT TITLE: CASE NUMBER: TRENDWEST ENTERPRISES, INC. v. DRE36, LLC 24CECG01973 Errst______§=¥=+=»-—~»S»- Trumbery CAUSE OF ACTION-Breach of Contract ATTACHMENT TO [XQ Complaint (2) Cross-Complaint (Use a separate cause of action form for each cause of action.) BC-1. Plaintiff (name): TRENDWEST ENTERPRISES, INC. alleges that on or about (date) January 1, 2022 a &) written CQ oral (2 other (specify): Trendwest Enterprises, Inc. and agreement was made between (name parties to agreement} DRE36, LLC, a California limited liability company [(&) A copy of the agreement is attached as Exhibit A, or (CC) The essential terms of the agreement [_) are stated in Attachment BC-1 [2] are as follows (specify): BC-2. On or about (dates): July 1, 2023 defendant breached the agreement by [XJ the acts specified in Attachment BC-2 [L] the following acts (specify): BC-3. Piaintiff has performed all obligations to defendant except those obligations plaintiff was prevented or excused from performing. BC-4. Plaintiff suffered damages legally (proximately) caused by defendant's breach of the agreement (2) as stated in Attachment BC-4 [XJ as follows (specify). In an amount no less than $84,000.00 BC-5. [X) Plaintiff is entitled to attorney fees by an agreement or a statute C) ofs (&) according to proof. BC-6. XQ Other: For such relief as the Court may deem just and proper, including court costs and interest according to proof. Page 3 Page 1 of 1 Form Approved for Optionat Use Code of Civil Procedure, § 425.12 judicial Council of California, CAUSE OF ACTION- Breach of Contract wunw.courtinfo.ca. gov PLD-C-001(1) [Rev. January 1, 2007} | Essential {Forms PLD-C-001(2 SHORT TITLE: CASE NUMBER: TRENDWEST ENTERPRISES, INC. ve. DRE36, LLC 24CECG01973 (number) CAUSE OF ACTION-Common Counts ATTACHMENT TO [X} Complaint (2) Cross-Complaint (Use a separate cause of action form for each cause of action.) CC-1, Plaintiff (name): TRENDWEST ENTERPRISES, INC. alleges that defendant (name): DRE36, LLC, a California limited liability company became indebted to CY piaintitt CC) other (name): a. (&) within the last four years (1) Ga] on an open book account for money due. (2) (2) because an account was stated in writing by and between plaintiff and defendant in which it was agreed that defendant was indebted to plaintiff. b. (C) within the last (two years (2) four years (1) (2) for money had and received by defendant for the use and benefit of plaintiff. (2) (2) for work, labor, services and materials rendered at the special instance and request of defendant and for which defendant promised to pay plaintiff. CC) the sum of $ (CC) the reasonable value. (3) (2) for goods, wares, and merchandise sold and delivered to defendant and for which defendant promised to pay plaintiff Co the sum of $ (2) the reasonable value. (4) CC) for money lent by plaintiff to defendant at defendant's request. (5) (] for money paid, laid out, and expended to or for defendant at defendant's special instance and request. (6) C) other (specity): CC-2. $ 84,000.00 , which is the reasonable value, is due and unpaid despite plaintiff's demand, plus prejudgment interest [J according to proof [) at the rate of percent per year from (date): February 1, 2024 CC-3. [XJ Plaintiff is entitled to attorney fees by an agreement or a statute of $ [X) according to proof. co-4, Other: For such further relief as the Court may deem just and proper, including court costs and interest according to proof. Page 4 Paget oft Form Aj proved for Optionsl Use ‘Cose of Givi Proceur 0, 425.52 Judicial re Council of Calilornia, CAUSE OF ACTION-Common Counts itinfo.ca.gov PLD-C-001(2) [Rev. January 1, 2009} CEB | Espontil MC-025 SHORT TITLE: CASE NUMBER: | TRENDWEST ENTERPRISES, INC. v. DRE36, LLC ATTACHMENT (Number): BC-2 (This Attachment may be used with any Judicial Council form.) Defendant failed to pay rent under its lease for well over a year. On or about February 1, 2024, Plaintiff served Defendant with a Five (5) Day Notice to Pay Rent or Quit. Rather than pay rent and/or vacate the leased premises, Defendant remained in the premises. On or about February 26, 2024, Plaintiff filed a Complaint for Uniawful Detainer against Defendant. In or around early April 2024, Plaintiff noticed that Defendant had abandoned the premises, but did not hand over the keys. On or about April 15, 2024, Plaintiff served Defendant with a Notice of Belief of Abandonment. On or about May 6, 2024, Plaintiff locked Defendant out of the premises under the Notice of Belief of Abandonment expiring. However, Defendant has and continues to fail to pay the debts owed to Plaintiff. (if the item that this Attachment concerns is made under penalty of perjury, all statements in this Page 5 of S__ Attachment are made under penalty of perjury.) (Add pages as required) Form Approved for Optional Use ATTACHMENT www.courtinfo.ca.gov Judicial Council of alifornia MC-028 [Rev. July 1, 2009} to Judicial Council Form CEB ceb.com Essential F\Forms: EXHIBIT “A” DocuSign Envelope ID: SASA25AD-0088-4371-8C59-F4F4ADEDS809 LEASE BETWEEN TRENDWEST ENTERPRISES, INC., A CALIFORNIA CORPORATION, LANDLORD and DRE36 LLC, AC ALIFORNIA LIMITED LIABILITY COMPANY, TENANT Montecito Plaza January 1.2022 __ DocuSign Envelope ID: 9ASA25A0-0088-4371-BC59-F4F4ADEDS809 Dre¥6 LLC Date: January 3, 2022 LEASE TABLE OF CONTENTS RETAIL LEASE, ARTICLE I- BASIC LEASE PROVISIONS: ARTICLE 2- PREMISES ARTICLE 3- TERM ARTICLE 4- POSSESSION AND CONDITION OF PREMISES ARTICLE $- TENANT'S CONSTRUCTION ARTICLE 6- RENTAL ARTICLE 7- TENANT FINANCIAL DATA ARTICLE 8- TAXES, ARTICLE 9- UTILITIES ARTICLE (0- TENANT'S CONDUCT OF BUSINESS: ARTICLE 11- MAINTENANCE, REPAIRS AND ALTERATIONS ARTICLE 12. COMMON AREA. 2 ARTICLE 13- ASSIGNMENT AND SUBLETTING 14 ARTICLE 14- PROMOTIONAL CHARGE, 15 ARTICLE 15 -INSURANCE 16 ARTICLE 16- DAMAGE 8 ARTICLE 17- EMINENT DOMAIN 19 ARTICLE 18- DEFAULTS BYTENANT 20 ARTICLE 19- DEFAULTS BY LANDLORD 2 ARTICLE 20- SUBORDINATION, ATTORNMENT AND TENANT'S CERTIFICATE 2 ARTICLE 21- QUIET ENJOYMENT 2B ARTICLE 22- TITLE OF LANDLORD 2B ARTICLE 23- MISCELLANEOUS 2 EXHIBIT A = GENERAL SITE PLAN 30 EXHIBIT B ~ COMMENCEMENT DATE CERTIFICATE 31 EXHIBIT C + CONSTRUCTION PROVISIONS 32 EXHIBIT C-1 = TENANT'S CONSTRUCTION 35 EXHIBIT C-2 = CONSTRUCTION ALLOWANCE 36 EXHIBIT D + SIGN CRITERIA 37 EXHIBIT D-1 - MONUMENT SIGN 4 EXHIBIT E - RULES AND REGULATIONS 42 EXHIBIT F - LANDLORD'S SHELL CONSTRUCTION 43 Page 2 of 43 Initials; DA ‘SN013\136376.002\Dre36 Lease\Dre36 Lease (2).doca Initials: DocuSign Envelope ID: GASA25AD-0088-4371-8C59-F4F4A0ED5809 Tenant: Dre¥6 LLC Date: lanuary 1, 2022 RETAIL LEASE This Lease ("Lense") is entered into as of the date set forth in Section1.1 by and between Landlord and Tenant. ARTICLE 1- BASIC LEASE PROVISIONS: Mw Effective Date: January.L 2022 12 Landiord: Trendwest Enterprises, Inc., a California corporation 13 Tenants: Dre36 LLC aC ia limited Jiabilit 14 Tenant's Trade Name: Dre36 (Ariicle 10) 1S Project: Montecito Plaza. (ExhibitA) 16 Premises: Space No. 2940 E, Nees Suites 101 and 103, See attached Exhibit A. (Article2) M7 Floor Area of Premises: approximately 3,671 square feet, (Article2) 18 Term: Thirtesn (13) months following the “Commencement Date” (as defined in Section J.9). (Anicle dv 1 Commencement Date: January J. 2022 (Article 3). 110 Minimum Annual Rent: (Article 6) Months following Commencement Daie__Min, Annual Ren/YR___Min. Monthly Rent____Rent/Per So. Ft. Month 1 $0.00 NNN/YR $0,00 NNN $0.00 NNN/SF Months 2-13 $36,000.00 NNN/YR ‘$3,000.00 NNN $0.8172 NNN/SF Lu Percentage Rent: NOT USED. ( Amticle 6) Liz Common Area Costs: As set forth in Article 12. 413 Radius Restriction Area; NOT USED (Article 10) 14 Use of Premises: The Premises shall be used fora fitness studio providing various types of fitness and exercise services, including small group and fitness interval training, fitness related retail sales, and other related services; provided that the Premises may not be used for martial arts, ickboxing, boxing, grappling arts, self- defense and martial arts fitness training and instruction. (Article 10) LAs Minimum Hours of Operation: None 116 Promotional Charge: If applicable, the amount set forth in Article 14 ay Insurance Limits: Two Million Dollars ($2,000,000.00). (Article 15) 118 Security Deposit: Seven Thousand Five Ifundred and 00/100ths Dollars ($7,500.00). (Article 23) iy Guarantor: None (ExhibitF) 1,20 Broker(s): None. (Article 23) 121 Nolices (Article 23): Landlord: Trendwest Enterprises, Inc. ‘clo Manco Abbott Real Estate Management 1398 W. Herndon, Suite 105 Fresno, CA 93711 (559) 435-1756 Tenant: Dre36 LLC 2940 E. Nees Suite 101 Fresno, CA 93720 aw Attention: Dre Nestle Page 3 of 43 Initials: '$1013\136376.002\Dre36 Lease\Dre36 Lease (2).doex. Initial DocuSign Envelope 1D: 9A5A25AD-0088-4371-BC59-F4F4ADEDS809 Tenant: Dre36 UC Date: Jarry 1,2022 122 (a) As of the date of this Lease, the Premises have not been inspected by a Certified Access Specialist (°CASp"). A CASp can j ct the subject premises and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state law. Although state Iaw does not require a CASp inspection of the subject premises, the commercial property owner or lessar may not prohibit the Lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee of tenant, if requested by the lessee or tenant. The parties shat! mutually agece on the arrangements for the time and manner of the CASp inspection, the payment of the fee lor the CASp inspection, and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premises, This disclosure is made as required by Catifomia Civil Code Section 1938, (b) As ofthe date of this Lease, the Common Arca has been inspected by a CASp and the Common Area was not determined to meet alf applicable construction-related accessibility standards under California Civil Code Section $5.53, Tenunt has been provided a copy of the CASp report, which, report shall remain conficential, except as necessary for the tenant to complete repairs aud correction of violations of construction —related accessibility standards that the tenant agrees to make, pursuant to Civil Code Section 1938(a). This disclosure is made as required by California Civil Code Section 1938. This Article | is intended to supplement and/or summarize the provisions set forth in the balance of this Lease. If there is any conflict between any provisions contained in this Article | and the balance of this Lease, the balance of this Lease shall control. Page 4 of 43, Initials: db N 51101311363 76.002\Dre36 Leasc\Dye36 Lease (2).docn Initial DocuSign Envelope ID: SASAZ5AD-0088-4371-BC59-F4F4ADED5809 Tenant: Dred6 LLC Date: January 1, 2022 ARTICLE 2: PREMISES 2 Promises, Landlord leases to Tenant and Tenant leases from Landlord, for the “Term” (as defined in Article 3) and upon the covenants and conditions sot forth in this Lease, the premises described in Sestion 1.6 ( ‘Premises”) and depicted on ExhibitA attached hereto. Notwithstanding anything contained in this Lease to the contrary, the Premises shall be deemed to include the roof, floor slab and foundations, and structural and exterior walls which are a part ofor immediately adjacent to the Premises, 22 Reservation. Landlord reserves the right to use the exterior walls, floor, roof and plenum in, above and below the Premises for the repair, maintenance, use and replacement of pipes, ducts, utility lines and systems, stnictural elements serving the Project and for such other purposes as Landlord deems necessary. In exercising its rights reserved herein, Landlord shall not unreasonably interfere with the operation of Tenant's business on the Premises. 23 Floor Area. The term “Floor Area”, as used in this lease, shall mean all areas designated by Landiord for the exclusive use of a tenant measured from the exterior surface of exterior walls (and extensions, in the case of openings) and from the extiter of interior demising walls, and shall include, but not be limited fo, restrooms, mezzanines, warehouse or storage areas, clerical or office areas and employee areas. The Premises shall be deemed to contain the number of square feet of Floor Area specified in Section 7. Landlord shall have no liability to Tenant based on the inuccuracy of such figure. ARTICLE 3 -TERM aa Term. This Lease shall be effective from and after the Effective Date specified in Section 1.1. ‘The term of this Lease (“Tecm") shall commence on the Commencement Date (as specified in Section 1.9). The Term shall continue, unless sooner terminated in accordance with the provisions of this Lease, for the number of jonths specified in Section 1,8 from the first day of the month following the Commencement Date. Upon Landlord's request, Tenant shall execute a certificate substantially in the form of ExhibitB attached hereto evidencing the Commencement Date of this Lease, and return such certificate to Landlord within ten (10) days Tenant's receipt thereof, ARTICLE 4- POSSESSION AND CONDITION OF PREMISES 4h ‘Turnover Date. The term “Tumover Dats”, as used in this Lease, shall mean January 1, 2022. Tenant acknowledges that Tenant has been in possession of the Premises through and to the Tumover Date pursuant to that certain Retail Leasc dated September 22, 2016, made by and between JAMES MCKOANE. ENTERPRISES, INC, @ Cal fornia corporation, as predecessor in interest to Landlord, and NO MESSIN FITNESS, INC, a California corporation, as predecessor by assignment to Tenant (the “Prior Lease”), which is or shall be terminated as of December 31, 2021, by agreement of the parties made or to be made more or less concurrently herewith (such agreement the “Termination Agrecment") and this Lease is made expressly contingent thereupon. Landlord has no obligation to perform any repairs or improvements to the Premises prior to the Tumover Date. 42 Delivery of Possession. Tenant shall accept possession of the Premises from Landlord upon the Tumover Date, The Security Deposit for the Prior Lease in the amount of $7,500.00 on deposit with Landlord shall be transferred to this Lease on the date Tenant signs this Lease. Tenant agrees to accept possession of the Premises on the Tumover Date in its present “AS IS" condition, and shall, subject to the terms and conditions of this Lease, hold Landlord harmless from any liability or claims relating to the condition of the Premises, 43 Condition of Premises. Tenant is leasing the Premises ‘AS.IS” in the existing condition on the date of this Lease, and Tenant agrees to accept possession of the Premises on the Turnover Date in such condition, The taking of possession by Tenant of the Premiscs shall be conclusive evidence that the Premises and the Project were ia good and satisfactory condition at the time such possession was taken, subject only (0 outstanding items to be completed pursuant to Landlord’s punch list created on or before the Tumover Date. Landlord has made no representations or warranties to Tenant regarding the Premises or the Project. RTICL 7 N Sa ‘Tenant's Work. Tenant shall commence construction of Tenant's Work, if any, upon the Tumover Date and delivery of possession of the Premises to Tenant, and shall diligently prosecute same to Page 5 of43 Initials: Da '§A013\136376.002\Dre}6 Lease\Dre36 Lease (2).doex Initials: DocuSign Envelope 1D: SASA25AD-0088-4371-BC59-F4F4ADEDS809 Tenant: Dre36 LLC Date: January 1, 2022 completion. Tenant shall deliver (o Landlord a copy of the certificate of occupancy for the Premises issued by the appropriate governmental agency upon completion of Tenant’s Work. 52 NOT USED. ARTICLE. NTAL 6.1 Minimum Annual Rent. Tenant shall pay he sum specified in Section 1.10 (“Minimum Anayal Rent”) in the monthly installments specified, in advance, on or before the first (1st) day of each month, without prior demand and without offset or deduction (except as expressly and specifically provided in this Lease), commencing on the Commencement Date. Should the Commencement Date be u day other than the first (ist) day of a calendar month, then the monthly installment of Minimum Annual Rent for the first partial month shall be prorated to .equal one-thirtieth (1/30th) of the monthly installment of Minimum Annual Rent for each day from the Commencement Date to the end of the partial month, 6.2 Adjustment to Minimum Annual Rent. The Mit imum Annual Rent payable under Section Q and this Article 6 shall be adjusted on cach of the dates and to the amounts specified in Section 1.10. The Minimum Annual Rent as adjusted shall be the Minimum Annual Rent until the next Adjustment Date or the date the Minimum Annual Rent is next adjusted pursuant to Section L10. 63 Not Used. 64 Additional Rent. Tenant shall pay, as “Additional Ren!” all sums required to be paid by Tenant to Landlord pursuant to this Lease in addition to Minimum Annual Rent (including, for example, Percentage Rent, if any, and Tenant's Share of Common Area Costs as provided in Section 12.5). Landlord shall have the same rights and remedies for the nonpayment of Additional Rent as it has with respect to the nonpayment of Minimum Annual Rent. It is the intention of Landlord and Tenant that the Mininwm Annual Rent and Additional Rent to be puid hereunder shall be paid to Landiord absolutely net without deduction of any amount of any nature whatsoever, except as otherwise expressly and specifically provided in this Lease, Tenant's Share of Common Area Costs shall commence on January 1, 2022, and the initial months amount shalt be due on or before the execution of this Lease. 65 Place of Payment. Tenant shall pay Minimum Annual Rent and Additional Rent to Landlord at the address specified in Section 1.21, or to such other address and/or person as Landlord may from time to time designate in writing to Tenant. 6.6 Late Payments. Tenant acknowledges that late payment of Minimum Annual Rent or of other sums due will cause Landlord to incur costs not contemplated by this Lease, the exact amount of which will be extremely difficult to ascertain. Such costs may include, but are not limited to, processing and accounting charges, administrative and collection costs, and late charges which may be imposed upon Landlord by terms of any mortgage or trust deed covering the Premises. Accordingly, if any Rent is not received by Landlord within five (5) days after such amount becomes due, Tenant shall immediately pay to Landiord a late charge equal fo five percent (3%) of such overdue amount, Landlord and Tenant agree that such late charge represents a fair and reasonable estimate of the costs that Landlord will incur by reason of the late payment by Tenant and is fair compensation to Landlord for its loss suffered due to Tenant's tate payment or nonpayment, Additionally, all Minimum Annual Rent or other sums due under this Lease, but unpaid shall bear interest from the date due until and including the date paid at the Interest Rate, as defined in Section 23.%m) (or, if lower, at the maximum rate allowed by law). Demand for or acceptance of such late charges or interest by Landlord shell not constitute a waiver of default nor prevent Landlord from exercising any rights and remedies. In addition, if any Rent is not paid when duc, Landlord may require that all future payments be made by eashier's check or electronic funds. °1 A. A WW Not 2d. 12 Not Used. 13 Financial Statements. Within fifteen (15) days after Landlord’s written request, but not more frequently than once per calendar year, Tenant shall furnish Landlord with financial statements or other reasonable financial information reflecting Tenants’ current financial condition, certified by Tenant or its financial officer. If Tenant is a publicly (raded corporation, delivery of Tenants’ last pul ied financial information shall be satisfactory for purposes of this information, Landlord may request the financial statements set forth herein only if the request is made for a specific reason, such as in connection with a sale, financing or 830) 3\136576,002\Dre36 Lease\Dre6 Lease @2):do0x Page 6 of43 Init Is: bw DocuSign Envelope ID: SASA25AD-0088-437 1-BC59-F4F4ADED5809 ‘Tenant: Dro36 LLC Date; January 1, 2022 refinancing of the Project. Any information obtained from Tenant's financial statements shall be confidential and shall not be disclosed other than to carry out the purposes of this Lease; provided, however, Landiord shall incur to tiat ity for the inadvertent disclosure of any such information. Landiord may divulge the contents of any financial statements in connection with any financing arrangement or sale of Landlord's interest in the Premises or Project or in connection with any administrative or judicial proceedings. ARTICLE 8- TAXES 8.1 Real Property Taxes. (2) As.used in this Lease, the term ‘axes” shall include all present and future ed valorem real estate taxes, local improvement district assessments, and any form of tax or assessment, license fee, license tax, use tax, posscssory interest tax, tax or excise on rental, of any other levy, charge, expense or imposition, including but not limited to charges based upon the valuc or size of land, buildings and other improvements, based upon parking spaces, or based upon gross rents or gross revenue, imposed, assessed oF levied upon or allocable to the Project by the United States, the State of Califomis or any local government authority or agency or any political subdivision thereofor any political subdivision thereof, or any school, agricultural, lighting, drainage or other improvement or special assessment district, special improvement district or local improvement district, on any interest of Landlord or Tenant (including any Segal ot equitable interest of Landlord or its mortgagee, if any) in the Premises, the remainder of the Project or the underlying realty. The term “Taxes” shall not include Landlord’s general income taxes, inhcritance, estate or gift axes. ) From and after the Commencement Date, ‘Tenant shall pay to Landlord, as Additional Rent, a share of the Taxes pursuant to Section 8.1 {¢) below. Taxes for any partial year shall be prorated. Landlord, at its option, may collect Tenant's payment of its share of Taxes after the actual amount of Taxes are ascertained or in advance, monthly or quarterly, based upon estimated Taxes. If Landlord elects to collect Tenant's share of Taxes based upon estimates, Tenant shall pay to Landlord from and after the Commencement Date, and thereafter on the first (Ist) day of each month or quarter during the term (as determined by Landlord), an amount estimated by Landlord to be the monthly or quarterly Taxes payable by Tenant. Landlord may periodically adjust the estimated amount. If Landiord collects Taxes based upon estimated amounts, then following the end of cach calendar year or, at Landlord's option, its fiscal year, Landlord shall furnish Tenant with a statement covering the year just expired showing the total Taxes for the Project for such year, the total Taxes payable by Tenant for such year, and the payments previously made by Tenant with respect to such year, as set forth above. If the actual Taxes payable for such year exceed Tenant's prior payments, Tenant shall pay to Landlord the deficiency within ten (10) days after its receipt of the statement. If Tenant's payments exceed the actual Taxes payable for that year, Tenant shall be cntitled to offset the excess against the next payment(s) of Taxes and/or other Addi al Rent that become due to Landlord; provided t