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EXHIBIT 1
<br />certilicateswlth copies of the required endorsements evidencing the existence and amounts of the requlred Insurance. No such policy shall be canretabie or subject
<br />to modification except after 30days prior written notice to Lesser, lessee sha% at least 10days prior to the expiration of such policies, furnish Los so( with Qvldence of
<br />renewals or "Insurance binders' evidencing renewal thereof, or Lessor may Incream his 110111ty lnsuIance coverage and chargo the Cost thereof to Lessee, which
<br />amount shall be payable by Lessee to Lessor upon demand, Such pollcks shall be far a term cf at ]tail one year, or the length of the remaining term of this lease,
<br />whichever Is less. If either Party shallfall to procure and maintain the insurance required to be carried by It, the other party may, but shall not be required to, procure
<br />and maintain the same,
<br />8.6 Waiver ofSubroltation, W"out affecting any other rlghtsor remedies, levee and Lessor each hereby release and relieve the other, and waive thelrentire
<br />right to recover damages against the other, fortoss of or damage to its property arising out ofor hxldentto the perils required to be Insured agalnstherein. The
<br />effect of such releases and waivers Is not limped by the amount of Insurance carried or required, or by any deductibles applicable hereto. Tha parties agree to have
<br />their respective propertydamage Insurante carrleu waive any right to subrogation that such companies may have against Lessor or Lessee, as the case may be, so
<br />long as the Insurance is not Invalidated thereby.
<br />8,7 Indemnity, Except for Lessor's gross negligence or wlllful misconduct, lessee shall indeirnffy, protect, defend and hold harmless the Prefelses, Lessor and
<br />Its agents, Lessor'smmiler orground lessor, partners and Lenders,fram and against any and all claims, lessor rents and/or damages, liens, Judgments, penalties,
<br />attorneys' and consultants' fees, expenses and/or liabilities arlsing out of, Im,olvlrlg, or Inconnectfon with,a Breach ofthe Lease by Lessee and/or the useand/or
<br />occupantyof the Premises and/or Project by Lessee and/or by lessee's employees, con tractors or invitees, If any action or proceeding Is brought against Lessorby
<br />reason of any of the foregoing matters, lessee shall upon notice defend the same at Lessee's expense by counsel reasonably satisfactory to Lessor and Lessor shall
<br />cooperate with Lesseeln such defense, Lessor need not have flrstpald any such claim in order to be defended or indemnified.
<br />BA Exemption of Lotor and Its Aganu from Llabhlty, Notwithstanding the negligence or breach of this Lease by lesser or hs agents, neither Lessor nor Its
<br />agenssshall be liablQ under any circumstances for. (1) injury or damage to the person or goods, wares, merchandise orother property of Lessee, Lessee's employees,
<br />contractors, Invitees, customers, or any other person In or about the Premises, whether such damage or Injury is caused byor results from fire, steam, electricity, gas,
<br />water or rain, indoor a1r quailth the presence of mold or from the breakage, leakage, obstruction or other defects of pipes, fire sprinklers, wires, appliances, plumbing,
<br />RVAC or fighting fixtures, or fromany other cause, whether the said Injuryor damage results from cmdllionsarising upon the Premises or upon other portions of the
<br />bulldl ng of which the Premises are a part, or from other sources or places, (ill any damages arising from any ad or neglect of any other tenant of Lessor or from the
<br />fallureof Lessor or lit agents to enforce the provtslons of any other lease Inthe Project, or;Rl(tnjuryto Lessee's business or forany lossof Income orprolit therefrom.
<br />Instead, It Is intended that Lessea%sole recourse In the event of such damages or injury be to his a claim on the insurance palicy(;es) that Lessee Is required to
<br />maintain pursuant to the "loons of paragraph 8,
<br />89 failure toProvlde Insurance. Lessee acknowledges that anyfallure on Its pan to obtain or maintain the Insurance required herein will expose Lessor to
<br />risks and potentially cause Lessor to incur costs not contemplated by this Lease, the extent of which will be extremely difficult to ascertain. Accordingly, for any month
<br />or portion thereof that Lessee does not maintabn the required Insurance and/or does not provide lesser with the required binders or certificates evldencingthQ
<br />axttence of the requlred insurance after notice and resaonable opportunity to cure, Lessee shall pay to Lessor a fee
<br />Olrs$500,-iheI4kenQxiWARga66Re4l
<br />or$a09rwhlehererisgreater,Thepxtiesagree that such fee•lnew ewQaseReedrepresentsfalrandreasonablecompensationfortheadditionalrisk(coststhat
<br />Lessor will Incur by reason of Lessee's failure to maintain the required Insurance, Such Increase In Base Rent shallln no event constitute a waiver of Lessee's Default
<br />or Rreach wllhfespect to the failure to maintain such Insurance, prevent the exercise of any of theolher rightsand remedies granted hereunder, nor mileve Lessee of
<br />itsobllation to maintain the Insurance specified in this Lease.
<br />9, 0amage or Oestruction,
<br />9.1 Definitions.
<br />(al "Pre mlies Pardal0amatM" shatimean damage or destruction to the Improvementson the Premises, other than Lessee Owned Alterations and utility
<br />Installations, which can reasonably be repalred in 6 months or less Irom the date of the damage or destruction. lessor shallnotify lessee In writing within 30 days
<br />from the date of the da mage or destruction as to whether or not the damage is Partial or Total.
<br />(b) "Prsmisgs7otai 0estructlon' shall mean damage of destruction to the Premises, other than Lessee Owned Alterations and Utility installations and
<br />Trade Fixtures, which cannot reasonably be repaired ks 6 months or less from the dale of the damage or destruction. Lessor shall notify Lessee In wthingwlthln 30
<br />days from the date of the damage ordestructlon es to whether or not the damage Is Partial er rotal,
<br />(c) "Insured toss" shall mean damago or destruction to improvements on the Premises, other than Lessee Owned Alterations and Utility Installations and
<br />Trade Fixtures, which wat caused by an event requlred lobe covered by the Insurance deserlbed In Paragraph 8.3(a), Irrespeltive of anydeductible amounts at
<br />coverage limits Involved.
<br />(d) "Iteplacement Cost" shall mean the cost to repairer rebuild the improvements owned by Lessor at the time of the occurrence to thelrcondleon
<br />existing immediately prior thereto, Including demolition, debris removal and upgrading requlred by lheoperatloo of Appficable Requirements, and without deduction
<br />fordepreclWon,
<br />(e) "Harardous Substance Condition's haIf mean the occurrence or discovery of a mnditloa involuing the prosenco of, or a contamination by a
<br />llaaardousSubstance, In, on, or under the premises which requires restoration.
<br />0.2 Partial Damage - insured Loss, If a Promises Partial Damage tha t Is an insured Lossoccurs, then Lessor shall, at lessor's expense, repalrsuch damage (but
<br />not Lessee's Trade Fixtures or i.esseeOwned Alterations and UdlltyInstallations) as soon as reasonably possible and this lease shall continue Infull force and effect;
<br />provided, however, that Lessee shall, at Lessor's electlon, make the repair of any damage or destruction the total cost to repair of whkh Is $10,000or less, and, In such
<br />event, lessor shall make any applicable insurance proceeds evsfiable to Lessee on a reasonable basis for that Purpose, Notwithstanding the foregoing.ff the requlred
<br />Insurance was not in force orthe Insurance proceeds are not sufflcientto effect such repair. the Insuringparty shall promptly, contribute the shortage in proceeds
<br />(except as to the deductible which is Lessee'sresponslbility) as and when required to complato said repairs. In the event however, such shortage was due to the fact
<br />that by reason of the unique nature of the Improvements, full replacement cost insurance coverage was not tommerclally reasonable and available, Lessor shall have
<br />no obligation to pay [of the shortage In insurance proceedsor to fully restore the unique aspects of the Premises unless Lessee provides Lessor with the funds to coves
<br />same, or adequate assurance thereof, wlthin 10 days following receipt of written notice of such shortage and request therefor. If Lessor receives said funds or
<br />adequate assurance thereof wlthln said 10 day period, the party respoesibte for making the repaks shall complete them as soon as reasonably possible and this Lease
<br />shall remain In full f orceand effect If suchfunds or assurance are not received, Lessor may neveriheless elect by written notice to Lessee within 10days thereafter
<br />to; (1) make such restoration and repair as A commercially reasonable with Lessor pbying any shortage In proCveds, In which case this Lease shall remain In full force
<br />and effect, or (It) have this Lease terminate 30 days thereafter, Lessee sha1 not be entitled to reimbursement of any funds contributed by Lessee to repair any such
<br />damage or destruction, Premises Partial Damage due to flood or earthquake shill be subject to Paragraph 9.3, notwithstanding that them tray be some Insurance
<br />—vR but the net proceed s of any such insurance shallbe made avallabie for the repalts it made by either Party.
<br />INITIALS S
<br />0 2019 AiR CRE. All Rights Reserved. Last Edited: 2PS/20219:53 AM
<br />STN-27,30, Revised 11-25.2019 Page 7 of 16
<br />City Council 26 — 9 4/19/2022
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