HomeMy WebLinkAboutSANTA ANA - WORK CENTER55:
A-2019-070-01
Santa Ana Workforce Development Board
and the
Santa Ana WORK. Center
(City of Santa Ana)
MEMORANDUM OF UNDERSTANDING
1) LEGAL AUTHORITY
The Workforce Innovation and Opportunity Act ("WIOA") sec. 121(c)(1) requires that each Local
Workforce Development Area develop and enter into a Memorandum of Understanding (
"MOU") with each America's Job Center of California ("AJCC") Partner, consistent with WIOA
Sec. 121(c)(2). This requirement is farther described in the WIOA; Joint Rule for Unified and
Combined State Plans, Performance Accountability, and the AJCC System Joint Provisions: Final
Rule at 20 CFR 678.500, 34 CFR 361.500, and 34 CFR 463.500, and in Federal guidance.
Additionally, the sharing and allocation of infrastructure costs among AJCC Partners is governed
by WIOA sec. 121(h), its implementing regulations, and the Federal Cost Principles contained in
the Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal
Awards (Uniform Guidance) at 2 CFR part 200.
2) PARTIES
The parties to this MOU are the City Council of the City of Santa Ana, the Santa Ana Workforce
Development Board ("SAWDB"), and the Santa Ana WORK Center ("SAWC"), a collocated one -
stop AJCC Partner located at the Santa Ana WORK Center, 801 W. Civic Center Drive, Suite 200,
Santa Ana, CA 92701.
3) PURPOSE
The purpose of the MOU is consistent with the provisions of WIOA sec. 121(c)(1), to establish a
cooperative working relationship between the SAWDB and Santa Ana WORK Center, the
collocated AJCC Partner, and to define their respective roles and responsibilities concerning the
operation of the AJCC as it relates to shared services and customers. It serves to establish the
framework for providing services to employers, employees, job seekers and others needing
workforce services. It also serves to establish a framework to support the established service
delivery through the sharing of resources and costs.
4) DURATION
This MOU shall become effective as of the date of full execution of the MOU by all Parties
("Effective Date") and terminate June 30, 2022. This MOU shall supersede and cancel the existing
Phase I MOU (A-2016-137) between SAWC, and the SAWDB, executed June 01, 2016, and Phase
II MOU (A-2017-199) between SAWC, and SAWDB, executed September 01, 2017. This MOU
shall also cover any and all services provided by the Partner since July 1, 2018, until the Effective
Date of this current MOU.
This MOU will be reviewed not less than once every three years to ensure appropriate funding and
delivery of services and to identify any substantial changes that require modification of this MOU.
This MOU will remain in effect until the termination date, unless one of the conditions in section
32 occurs.
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5) MODIFICATIONS AND REVISIONS
This MOU and its Attachments 1, 2, 3, 3-1, 4, and 5 constitute the entire agreement between the
parties, and no oral understanding not incorporated herein shall be binding on any of the parties
hereto. This MOU may be modified, altered, or revised, as necessary, by mutual consent of the
parties, by the issuance of a written amendment, signed and dated by the parties, which may require
approval by the governing body of each Party. Assignment of responsibilities under this MOU by
any of the parties shall require prior written notice and preapproval of all parties. Any assignee
shall also commit in writing to the terms of this MOU.
6) SANTA ANA WORKFORCE DEVELOPMENT STRATEGIES
Santa Ana's vision rests on integrating current and future resources through its SAWDB Partners.
Integration suggests more than partnering or assembling multiple funding sources. It means
making certain that all elements of the workforce support system work together to create inviting
and seamless services wherever a client enters the system. Santa Ana's vision is sensitive to the
needs of its unique demographics. The SAWDB's overall strategies include:
a) Identifying regional industry clusters (e.g., manufacturing cluster, medical cluster, etc.) to
create new jobs in which Santa Ana's workforce can participate;
b) Expanding small business development support as a creator of new jobs and method for
growing the local tax base;
c) Educating Santa Ana's current and future workforce through classroom pre -training and
training activities, plus on-the-job training and workforce skill enhancement activities;
d) Offering career pathway programs for both unemployed and employed adults and youth;
e) Increasing access to jobs for disconnected and underserved populations, especially youth;
f) Organizing, integrating and supporting social and other services through the SAWDB's
network of partnerships, volunteer organizations, and established institutional resources;
and,
g) Assuring funding from all public, private, and other sources in support of its programs.
7) ONE -STOP SYSTEM & SERVICES
A. LOCATION
The AJCC is currently located in Santa Ana as follows:
American Job Center (Comprehensive AJCC)
Santa Ana WORK CENTER
801 W. Civic Center Drive, Suite 200
Santa Ana, CA 92701
(714) 565-2600
Open to the Public: Monday — Friday 8:00 am-5:00 pm
The AJCC is currently located at the Santa Ana WORK Center ("SAWC") as described in the
Location of AJCC and all Partners, attached herein as Attachment 1 and incorporated herein by
reference. Santa Ana ranks as the fourth densest city in the entire nation. SAWC, through its central
location in downtown Santa Ana, shall provide and/or coordinate WIOA services to individuals,
providing them with the necessary skills to participate in building a world -class workforce in Santa
Ana. The SAWC offers the community a variety of informational, employment and training
services based on individual needs. Those needs are met by the combined efforts of the SAWC
Partners as described by the Santa Ana AJCC Partner Services, included herein as Attachment 2
and incorporated herein by reference.
B. SERVICES PROVIDED AT THE SANTA ANA WORK CENTER
Services and referrals provided at the SAWC by AJCC Partners may include, but are not limited
to, the following:
1. Basic Career Services:
a. Eligibility determination;
b. Outreach, intake, and orientation to information and services;
c. Initial assessment of skill levels, including: literacy, numeracy, and English
proficiency; and, aptitudes, abilities, and support service needs;
d. Labor exchange services, including:
i. Job vacancy listings in labor market areas;
ii. Information on job skills needed to obtain the vacant jobs; and,
iii. Information relating to in -demand occupations, including earnings and
opportunities for advancement;
e. Provision of performance and program cost information on the Eligible Training
Provider List ("ETPL") eligible programs by program and type of provider
f. Provision of information in acceptable formats and languages that identify actual
performance against performance accountability measures
g. Provision of information related to support services
h. Provision of information and assistance in filing Unemployment Insurance claims;
and,
i. Assistance in establishing eligibility for programs of financial aid assistance for
training and education programs not funded through WIOA.
2. Individualized Career Services:
a. Comprehensive and specialized assessment of skill levels and service needs
including: Diagnostic testing; and, other assessment tools;
b. In-depth interview and evaluation to determine barriers and goals;
c. Development of Individual Employment Plan (IEP) to identify goals, objectives,
and services;
d. Group counseling;
e. Individual counseling;
i Career planning;
g. Short-term pre -vocational services, including: development of learning skills;
communication skills; and, other soft skills to prepare individuals for employment
or training;
h. Workforce preparation activities, including: basic academic; and, obtaining other
skills necessary for successful transition into postsecondary education, training or
employment;
i. Financial literacy services; and,
j. Out -of -area job search assistance and relocation assistance.
3. Training Services.
a. Occupational skills training;
b. On -the -Job training;
c. Incumbent worker training;
d. Programs that combine workplace training with related instruction, which may
include cooperative education programs;
e. Training programs operated by the private sector;
f. Skill upgrading and retraining;
g. Entrepreneurial training programs;
h. Transitional jobs;
i. Job readiness training provided in combination with any of the aforementioned
training Services;
j. Adult education and literacy activities, including: activities of English language
acquisition; and, integrated education and training programs provided concurrently
or in combination with any of the aforementioned training services;
k. Customized training;
1. Internships and work experiences that are linked to careers; and,
m. English language acquisition and integrated education and training program.
4. Employer Services:
a. Recruitment and other business services on behalf of employers.
C. SYSTEM STRUCTURE
1. AJCC ONE -STOP OPERATOR PROCUREMENT
The SAWDB will procure the AJCC Operator through a competitive process in accordance with
the Uniform Guidance Cost Principles contained in the Uniform Administrative Requirements,
Cost Principles, and Audit Requirements for Federal Awards at 2 CFR part 200 (Uniform
Guidance), including the Office of Management and Budget's (OMB) approved exceptions for the
U.S. Department of Labor at 2 CFR part 2900, WIOA and its implementing regulations, and local
procurement laws and regulations. All documentation for the competitive AJCC operator
procurement will be available for public inspection. The State requires that the AJCC operator is
re -competed at least every three years and no later than every four years.
2. ROLES AND RESPONSIBILITIES OF PARTIES
a. Provision of (Applicable Career Services and Participation in Planning and Development.
The parties to this MOU will work closely together to ensure that the AJCC is a high -performing
work place with staff that ensure quality of service. The AJCC Partner has indicated they shall
provide an array of applicable career services to clients as set forth in the Santa Ana AJCC Partner
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Services. The AJCC Partner agrees to the responsibilities required of all Partners under WIOA
Section 121(b). In addition, the AJCC Partners will participate in joint planning, plan development,
and modification of activities to accomplish the following:
i. Continuous partnership building;
ii. Continuous planning in response to state and federal requirements; and,
iii. Responsiveness to local and economic conditions, including employer needs.
Parties agree to the co -enrollment of mutual customers in case management to better leverage the
resources available for the benefit of the participant and enhance successful outcomes and
participate in the operation of the one -stop system consistent with the terms of the MOU and
requirements of authorized laws. Both parties agree to inform each other immediately when a
customer violates an established policy that would require them to be banned from the center or
behavior that requires police intervention.
Parties agree to collaborate and reasonably assist each other in the development of necessary
service delivery protocols for the services outlined in this MOU.
Parties agree that the provisions contained herein are made subject to all applicable federal and
state laws, implementing regulations, and guidelines imposed on either or all the parties relating
to privacy rights of customers, maintenance of records, and other confidential information relating
to customers.
Parties agree that all equipment and furniture purchased by any party for purposes described herein
shall remain the property of the purchaser after the termination of this MOU.
b. Parties shall comply with:
Section 188 of the WIOA Nondiscrimination and Equal Opportunity Regulations (29 CFR
Part 38; Final Rule, published December 2, 2016);
ii. Title VI and VII of the Civil Rights Act of 1964 (Public Law 88-352), as amended;
iii. Section 504 of the Rehabilitation Act of 1973, as amended;
iv. The Americans with Disabilities Act of 1990, as amended;
V. The Jobs for Veterans Act (Public Law 107-288) pertaining to priority of service in
programs funded by the U.S. Department of Labor;
vi. Training and Employment Guidance Letter (TEGL) 37-14, Update on Complying with
Nondiscrimination Requirements: Discrimination Based on Gender Identity, Gender
Expression and Sex Stereotyping are Prohibited Forms of Sex Discrimination in the
Workforce Development System and other guidance related to implementing WIOA sec.
188;
vii. The Non-traditional Employment for Women Act of 1991;
viii. The Age Discrimination Act of 1967, as amended;
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ix. The Age Discrimination Act of 1975, as amended;
X. Title IX of the Education Amendments of 1972, as amended;
xi. The Family Educational Rights and Privacy Act (FERPA) (20 U.S.C. § 1232g; 34 CFR
part 99);
xii. Title IX of the Education Amendments of 1972, as amended;
xiii. Confidentiality requirements governing the protection and use of personal information held
by the VR agency (34 CFR 361.38);
xiv. The confidentiality requirements governing the use of confidential information held by the
State UI agency (20 CFR part 603); and,
xv. All amendments to each, and all requirements imposed by the regulations issued pursuant
to these acts.
The Parties agree to inform each other immediately when a customer violates an established policy
that would require them to be banned from the center or activity that requires policy intervention.
8) COLLOCATED AJCC PARTNER RESPONSIBILITIES
Partner commits to collocation of staff, as appropriate, and to providing other professional learning
opportunities that promote continuous quality improvement. Partner will further promote system
integration to the maximum extent feasible through:
a. Effective communication, information sharing, and collaboration with the AJCC operator;
b. Joint planning, policy development, and system design processes;
c. Commitment to the joint mission, vision, goals, strategies, and performance measures;
d. The design and use of common intake, assessment, referral, and case management
processes;
e. The use of common and/or linked data management systems and data sharing methods, as
appropriate;
£ Leveraging of resources, including other public agency and non-profit organization
services;
g. Participation in a continuous improvement process designed to boost outcomes and
increase customer satisfaction; and
h. Participation in regularly scheduled Partner meetings to exchange information in support
of the above and encourage program and staff integration.
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Partner shall provide applicable career services to clients as set forth in the Santa Ana AJCC
Partner Services.
9) REFERRALS
The primary principle of the referral system is to provide integrated and seamless delivery of
services to workers, job seekers, and employers. In order to facilitate such a system, Partners will
ensure and agree to:
a. Familiarize themselves with the basic eligibility and participation requirements, as well as
with the available services and benefits offered, for each of the Partners' programs
represented in the AJCC network;
b. Develop materials summarizing their program requirements and making them available for
Partners and customers;
c. Develop and utilize common intake, eligibility determination, assessment, and registration
forms, as appropriate;
d. Provide substantive referrals to customers who are eligible for supplemental and
complementary services and benefits under Partner programs;
e. Regularly evaluate ways to improve the referral process, including the use of customer
satisfaction surveys;
f. Commit to robust and ongoing communication required for an effective referral process;
g. Commit to actively follow up on the results of referrals and assuring that Partner resources
are being leveraged at an optimal level;
h. Ensure that intake and referral processes are customer -centered with the intent to provide
high quality customer service;
Ensure that general information regarding AJCC programs, services, activities, and
resources shall be made available to all customers as appropriate;
j. Ensure that referrals will be made via email or other electronic means;
k. Ensure that referrals will include a direct link or access to other AJCC Partner staff that
can provide meaningful information or service, through the use of co -location, or real-time
technology (two-way communication and interaction with AJCC Partners that results in
services needed by the customer); and,
1. Ensure that the referral process will include specific staff name, the activity required,
desired outcome and a method for communicating back to the referring agency that the
service need was addressed.
10) SUPERVISION/DAY TO DAY OPERATIONS
a. Day -to -Day Supervision
The day-to-day supervision of staff assigned to the AJCCs will be the responsibility of the site
supervisor(s). Partner will continue to set the priorities of its staff assigned to the AJCC. Any
change in work assignments or any concerns involving the responsibilities of the parties which
occur at the worksite will be handled by the site supervisor(s) and Partner management.
b. Santa Ana WORK Center Hours of Operation
The SAWC is open for business: Monday through Friday from 8:00 am until 5:00 pm.
c. Partner Staff Office Hours
The office hours for Partner staff at the AJCC will be established by the Partner. All Partner staff
will comply with their corresponding holiday schedule and will provide a copy of their holiday
schedule to the SAWDB and SAWC at the beginning of each fiscal year.
d. Building Accessibility
All Partner staff assigned to the SAWC will be issued an access card to SAWC suite 200 and a
parking lot pass that allows them to enter and exit the parking lot. It is all individual staff s
responsibility to keep them secure. Should they damage or lose them they can be replace by the
SAWDB at the expense of the individual agency staff.
e. Benefits
Each party shall be solely liable and responsible for providing to, or on behalf of, its employee(s),
all legally -required employee benefits. hi addition, each party shall be solely responsive and hold
all other parties harmless from all matters relating to payment of each party's employee(s),
including compliance with social security withholding, workers' compensation, and all other
regulations governing such matters.
11) AJCC OPERATING BUDGET
The purpose of this section is to establish a financial plan, including terms and conditions, to fund
the services and operating costs of the local AJCC. The parties to this MOU agree that joint funding
is a necessary foundation for an integrated service delivery system. The goal of the operating
budget is to develop a funding mechanism that:
a. Establishes and maintains the Local workforce delivery system at a level that meets the
needs of the job seekers and businesses in the Local area;
b. Reduces duplication and maximizes program impact through the sharing of services,
resources, and technologies among Partners (thereby improving each program's
effectiveness);
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c. Reduces overhead costs for any one Partner by streamlining and sharing financial,
procurement, and facility costs;
d. Ensures that costs are appropriately shared by AJCC Partners by determining contributions
based on the proportionate use of the AJCC centers and relative benefits received, and
requiring that all funds are spent solely for allowable purposes in a manner consistent with
the applicable authorizing statutes and all other applicable legal requirements, including
the Uniform Guidance; and,
e. All parties will meet and confer regarding replacement, acquisition, cleaning and
maintenance of furnishings.
The parties consider this AJCC operating budget the master budget that is necessary to maintain
the SAWDB's high -standard AJCC. It includes the following cost categories, as required by
WIOA and its implementing regulations:
a. Infrastructure costs (also separately outlined below in the Infrastructure Funding
Agreement);
b. Career services; and
c. Shared services.
All costs must be included in the MOU, allocated according to the AJCC Partner's proportionate
use and relative benefits received, reconciled every six (6) months against actual costs incurred,
and adjusted accordingly. The AJCC operating budget is expected to be transparent and negotiated
among Partners on an equitable basis to ensure costs are shared appropriately. All Partners must
negotiate in good faith and seek to establish outcomes that are reasonable and fair. All Partners
must adhere and reference the rules and regulations included in the executed Office Lease, attached
hereto as Attachment 5 and incorporated herein by reference.
12) INFRASTRUCTURE FUNDING AGREEMENT
The Infrastructure Funding Agreement ("IFA") contains the infrastructure costs budget that is an
integral component of the overall AJCC operating budget. The IFA is a mandatory component of
the local MOU, described in WIOA sec. 121(c) and 20 CFR 678.500 and 678.755. The IFA
contains the AJCC Comprehensive Infrastructure Budget, and Other System Cost Budget, included
herein as Attachment 3 and incorporated herein by reference, that is an integral component of the
overall AJCC operating budget. The other component of the IFA is the Applicable Career Services,
attached herein as Attachment 3-1 and incorporated herein by reference, which includes the shared
operating costs and shared services. The overall AJCC operating budget includes the
Comprehensive Cost Allocation and Partner Contributions, attached herein as Attachment 4 and
incorporated herein by reference.
AJCC infrastructure costs are defined as non -personnel costs that are necessary for the general
operation of the AJCC, including, but not limited to:
a. Rental of the facilities;
b. Utilities and maintenance;
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c. Equipment, including assessment -related products and assistive technology for individuals
with disabilities; and,
d. Technology to facilitate access to the AJCC, including technology used for the center's
planning and outreach activities.
Changes in the AJCC Partners or an appeal by an AJCC Partner's infrastructure cost contributions
will require an amendment of the MOU.
13) COST ALLOCATION METHODOLOGY
The purpose of this infrastructure cost sharing methodology is to summarize, in writing, the
methods and procedures that the SAWDB will use to share costs with the AJCC Partner. The
AJCC Partner agrees that it will be charged on a monthly basis according to the following cost
sharing methodology, and that monthly payment will be submitted within the first ten (10) calendar
days of each month.
14) INFRASTRUCTURE COST ALLOCATION METHODOLOGY
a. Rent Costs: Rent costs shall be based only on the base rent. The base rent is derived from
the total assigned square footage, calculating the percentage of usage by AJCC Partner and
applying that percentage to the common area square footage. Assigned square footage plus the
percentage of common area square footage equals total square footage for each AJCC Partner.
Total square footage for each AJCC Partner multiplied by the base rent per square foot equals total
base rent for each AJCC Partner as indicated in the AJCC Comprehensive Infrastructure Budget,
and Other System Cost Budget and the Comprehensive Cost Allocation and Partner Contributions.
The base rent has an annual increase of no more than 3% over the five-year life of the Office Lease
document (Attachment 5 attached herewith and incorporated herein by reference).
b. Utilities and Maintenance: This section includes only telephone services, which includes
voice -mail on AJCC Partners' phones. Costs for staff phones are charged based on the AJCC
Partner's assigned space. Common area phones will be charged according to space allocation.
c. Tele hp ones: Telephone costs include the cost of purchasing and installing a new phone
system utilized by the AJCC Partners. Telephone costs are based on the actual cost for telephones
in assigned spaces. Common area telephones are allocated based on percentage of space allocation.
d. Technology and Internet Access Costs: Installation of Network Wireless Bridge will be a
monthly charge based on costs from the vendors. The cost per AJCC Partner is derived from the
calculation of total percentage of space used by each AJCC Partner. Recurring monthly charges
for Internet, Wi-Fi and other technology charges are allocated based on the percentage of total
space allocated. Access Card System installation and programing of the key card system, Data &
Phone cabling and Switches will be a monthly charge to all collocated Partners based on allocated
space.
15) INFRASTRUCTURE CONTRIBUTIONS
The AJCC Partner may provide cash, non -cash (in- kind), and third -party in -kind contributions to
cover its share of infrastructure costs. In -kind contributions cannot be used to fund non-
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infrastructure costs (such as personnel), and must be valued consistent with Uniform Guidance
Section 200.306 to ensure such contributions are fairly evaluated and qualify for the AJCC
Partner's proportionate share.
If third -party in -kind contributions are made to support the AJCC as a whole (such as facility
space), that contribution will not count toward the AJCC Partner's proportionate share of the
infrastructure. Rather, the value of the contribution will be applied to the overall infrastructure
budget prior to determining proportionate amounts and thereby reduce the contribution required
for all AJCC Partners.
a. Cash
Cash funds provided to the SAWDB, or its designee, by AJCC Partners, either directly or by an
interagency transfer, or by a third party.
b. Non -Cash
Expenditures incurred by AJCC Partners on behalf of the AJCC; and Non -cash contributions or
goods or services contributed by a Partner program and used by the AJCC.
c. Third party In -kind
Contributions of space, equipment, technology, non -personnel services, or other like items to
support the infrastructure costs associated with AJCC operations, by a non-AJCC Partner to:
Support the AJCC in general; or, Support the proportionate share of AJCC infrastructure costs of
a specific Partner [20 CFR 678.720; 20 CFR 678.760; 34 CFR 361.720; 34 CFR 361.760; 34 CFR
463.720; and 34 CFR 463.760].
16) OTHER AJCC DELIVERY SYSTEM COSTS
In compliance with WIOA Joint Rule Section 678.760, the AJCC Partners will use a portion of
funds made available under their authorizing federal statute (or fairly evaluated in -kind
contributions) to share the additional costs relating to the operation of the One -Stop delivery
system. These costs may be shared through cash, non -cash, or third -party in -kind contributions.
As required by WSD16-09, the amount of funds that the AJCC Partner has budgeted to expend on
applicable career services and other shared services, which cumulatively with the other AJCC
Partners budgeted amounts shall form the Comprehensive Cost Allocation and Partner
Contributions.
a. Career Services Applicable to the AJCC Partner
The AJCC Partner shall provide applicable career services to clients as set forth in the Santa Ana
AJCC Partner Services. The agreed upon Applicable Career Services Budget is set forth in
Attachment 3-1 attached hereto and incorporated herein by reference. This budget consists of the
AJCC Partner's costs for the service delivery of each applicable career service indicated in the
Santa Ana AJCC Partner Services.
b. Required Consolidated Budget for the Delivery of "Applicable Career Services"
The other system costs budget must be a consolidated budget for applicable career services. This
budget must include each of the Partner's costs for the service delivery of each applicable career
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service and a consolidated system budget for career services applicable to more than one Partner
as indicated in the Comprehensive Cost Allocation and Partner Contributions.
AJCC Partners understand that while only collocated Partners share infrastructure costs, at this
time, all AJCC Partners must share in other System costs through non -cash (in -kind)
contributions as set forth herein.
17) DATA SHARING
Parties agree that the use of high -quality, integrated data is essential to inform decisions made by
policymakers, employers, and job seekers. Additionally, it is vital to develop and maintain an
integrated case management system, as appropriate, that informs customer service throughout
customers' interaction with the integrated system and allows information collected from customers
at intake to be captured once.
Parties further agree that the collection, use, and disclosure of customers' personally identifiable
information (PII) is subject to various requirements set forth in Federal and State privacy laws.
Partners acknowledge that the execution of this MOU, by itself, does not function to satisfy all of
these requirements.
All data, including customer PII, collected, used, and disclosed by Partners will be subject to the
following:
a. Customer PII will be properly secured in accordance with the SAWDB's policies and
procedures regarding the safeguarding of PII;
b. The collection, use, and disclosure of customer education records, and the PII contained
therein, as defined under FERPA, shall comply with FERPA and applicable State privacy
laws;
c. All confidential data contained in Unemployment Insurance wage records must be
protected in accordance with the requirements set forth in 20 CFR part 603;
d. All personal information contained in Vocational Rehabilitation records must be protected
in accordance with the requirements set forth in 34 CFR 361.38;
e. Customer data may be shared with other programs, for those programs' purposes, within
the AJCC network only after the informed written consent of the individual has been
obtained, where required;
f Customer data will be kept confidential, consistent with Federal and State privacy laws and
regulations; and,
g. All data exchange activity will be conducted in machine readable format, such as HTML
or PDF, for example, and in compliance with Section 508 of the Rehabilitation Act of 1973,
as amended (29 U.S.C. § 794 (d)).
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All AJCC and Partner staff will be trained in the protection, use, and disclosure requirements
governing PII and any other confidential data for all applicable programs, including FERPA-
protected education records, confidential information in UI records, and personal information in
VR records.
18) CONFIDENTIALITY
All parties expressly agree to abide by all applicable Federal, State, and local laws and regulations
regarding confidential information, including PII from educational records, such as but not limited
to 20 CFR Part 603, 45 CFR Section 205.50, 20 USC 1232g and 34 CFR part 99, and 34 CFR
361.38, as well as any applicable State and local laws and regulations.
Each party will ensure that the collection and use of any information, systems, or records that
contain PII and other personal or confidential information will be limited to purposes that support
the programs and activities described in this MOU and will comply with applicable law.
Each party will ensure that access to software systems and files under its control that contain PII
or other personal or confidential information will be limited to authorized staff members who are
assigned responsibilities in support of the services and activities described herein and will comply
with applicable law. Each party expressly agrees to take measures to ensure that no PH or other
personal or confidential information is accessible by unauthorized individuals.
To the extent that confidential, private, or otherwise protected information needs to be shared
amongst the parties for the parties' performance of their obligations under this MOU, and to the
extent that such sharing is permitted by applicable law, the appropriate data sharing agreements
will be created and required confidentiality and ethical certifications will be signed by authorized
individuals. With respect to confidential unemployment insurance information,; any such data
sharing must comply with all of the requirements in 20 CFR Part 603, including but not limited to
requirements for an agreement consistent with 20 CFR 603.10, payments of costs, and permissible
disclosures.
With respect to the use and disclosure of FERPA-protected customer education records and the
PII contained therein, any such data sharing agreement must comply with all of the requirements
set forth in 20 U.S.C. § 1232g and 34 CFR Part 99.
With respect to the use and disclosure of personal information contained in VR records, any such
data sharing agreement must comply with all of the requirements set forth in 34 CFR 361.38.
19) PRESS RELEASES AND COMMUNICATIONS
All parties shall be consulted and notified prior to communicating with the press, television, radio
or any other form of media regarding its duties or performance under this MOU. Participation of
each party in press/media presentations will be determined by each party's public relations policies.
The parties agree to utilize the AJCC logo developed by the State of California and the SAWD13
on buildings identified for AJCC usage.
20) ACCESSIBILITY
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Accessibility to the services provided by the AJCCs and all Partner agencies is essential to meeting
the requirements and goals of the local AJCC network. Job seekers and businesses must be able to
access all information relevant to them via visits to physical locations as well as in virtual spaces,
regardless of gender, age, race, religion, national origin, disability, veteran's status, or on the basis
of any other classification protected under state or federal law.
21) NON-DISCRIMINATION AND EQUAL OPPORTUNITY
All parties to this MOU certify that they prohibit, and will continue to prohibit, discrimination,
and they certify that no person, otherwise qualified, is denied employment, services, or other
benefits on the basis of. (i) political or religious opinion or affiliation, marital status, sexual
orientation, gender, gender identification and/or expression, race, color, creed, or national origin;
(ii) sex or age, except when age or sex constitutes a bona fide occupational qualification; or (iii)
the physical or mental disability of a qualified individual with a disability.
22) GRIEVANCES AND COMPLAINTS PROCEDURE
The AJCC Partner agrees to establish and maintain a procedure for grievance and complaints as
outlined in WIOA. The process for handling grievances and complaints is applicable to customers
and Partners. These procedures will allow the customer or entity filing the complaint to exhaust
every administrative level in receiving a fair and complete hearing and resolution of their
grievance. The Partner further agrees to communicate openly and directly to resolve any problems
or disputes related to the provision of services in a cooperative manner and at the lowest level of
intervention possible. All Partners agree to inform each other immediately when a customer
violates an established policy that would require them to be banned from the center or involves
police authorities.
23) AMERICAN'S WITH DISABILITIES ACT AND AMENDMENTS COMPLIANCE
The AJCC Partner agrees to ensure that the policies and procedures as well as the programs and
services provided at the AJCC are in compliance with the Americans with Disabilities Act
("ADA") and its amendments. Additionally, the SAWDB and the AJCC Partners will ensure that
policies and procedures established by the SAWDB and the AJCC Partners are in compliance with
the ADA.
24) HOLD HARMLESS/INDEMNIFICATION/LIABILITY
In accordance with provisions of Section 895.4 of the California Government Code, each signatory
hereby agrees to indemnify, defend and hold harmless all other signatories identified in this MOU
from and against any and all claims, demands, damages and costs arising out of or resulting from
any negligent acts or omissions which arise from the performance of the obligations by such
indemnifying party pursuant to this MOU. In addition, except for Departments of the State of
California which cannot provide for indemnification of court costs and attorney's fees under the
indemnification policy of the State of California, all signatories to this MOU agree to indemnify,
defend and hold harmless each other from and against all court costs and attorney's fees arising
out of or resulting from any negligent acts or omissions which arise from the performance of the
15
obligations by such indemnifying party pursuant to this MOU. It is understood and agreed that all
indemnity provided herein shall survive the termination of this MOU.
25) SEVERABILITY
If any part of this MOU is found to be null and void or is otherwise stricken, the rest of this MOU
shall remain in force.
26) DRUG AND ALCOHOL -FREE WORKPLACE
All parties to this MOU certify they will comply with the Drug -Free Workplace Act of 1988, 41
U.S.C. 702 et seq., and 2 CFR part 182 which require that all organizations receiving grants from
any Federal agency maintain a drug -free workplace. The recipient must notify the awarding office
if an employee of the recipient is convicted of violating a criminal drug statute. Failure to comply
with these requirements may be cause for suspension or debarment under 2 CFR part 180, as
adopted by the U.S. Department of Education at 2 CFR 3485, and the U.S. Department of Labor
regulations at 29 CFR part 94.
27) CERTIFICATION REGARDING LOBBYING
All parties shall comply with the Byrd Anti -Lobbying Amendment (31 U.S.C. Section1352), 29
C.F.R. Part 93, and 34 CFR part 82, as well as the requirements in the Uniform Guidance at 2 CFR
200.450. The parties shall not lobby federal entities using federal funds and will disclose lobbying
activities as required by law and regulations.
28) DEBARMENT AND SUSPENSION
All parties shall comply with the debarment and suspension requirements (E.0.12549 and12689)
and 2 CFR part 180 and as adopted by the U.S. Department of Labor at 29 CFR part 2998 and by
the U.S. Department of Education at 2 CFR 3485.
29) PRIORITY OF SERVICE
All parties certify that they will adhere to all statutes, regulations, policies, and plans regarding
priority of service, including, but not limited to, priority of service for veterans and their eligible
spouses, and priority of service for the WIOA title I Adult program, as required by 38 U.S.C. sec.
4215 and its implementing regulations and guidance, and WIOA sec. 134(c)(3)(E) and its
implementing regulations and guidance. Partners will target recruitment of special populations that
receive a focus for services under WIOA, such as individuals with disabilities, low-income
individuals, basic skills deficient youth, and English language learners.
30) BUY AMERICAN PROVISION
Each party that receives funds made available under title I or II of WIOA or under the Wagner-
Peyser Act (29 U.S.C. Section 49, et. seq.) certifies that it will comply with Sections 8301 through
8303 of title 41 of the United States Code (commonly known as the "Buy American Act.") and as
referenced in WIOA Section 502 and 20 CFR 683.200(f).
In
31) SALARY COMPENSATION AND BONUS LIMITATIONS
Each party certifies that, when operating grants funded by the U.S. Department of Labor, it
complies with TELL 05-06, Implementing the Salary and Bonus Limitations in Public Law 109-
234, TEGL 17-15, Workforce Innovation and Opportunity Act (WIOA) Adult, Dislocated Worker
and Youth Activities Program Allotments for Program Year (PY) 2017; Final PY 2017 Allotments
for the Wagner-Peyser Act Employment Service (ES) Program Allotments; and Workforce
Information Grants to States Allotments for PY 2017, Public Laws 114-113 (Division H, title I,
Section 105) and 114-223, and WIOA section 194(15)(A), restricting the use of federal grant funds
for compensation and bonuses of an individual, whether charged to either direct or indirect, at a
rate in excess of the Federal Office of Personnel Management Executive Level II.
32) TERMINATION
This MOU will remain in effect until the end date specified in section 4 above, unless:
a. Federal oversight agencies charged with the administration of WIOA are unable to
appropriate funds or if funds are not otherwise made available for continued performance
for any fiscal period of this MOU succeeding the first fiscal period. Any party unable to
perform pursuant to MOU due to lack of funding shall notify the other parties as soon as
the party has knowledge that funds may be unavailable for the continuation of activities
under this MOU;
b. WIOA is repealed or superseded by subsequent federal law;
c. Local area designation is changed under WIOA; and,
d. A party breaches any provision of this MOU and such breach is not cured within thirty (30)
days after receiving written notice from the SAWDB Chair (or designee) specifying such
breach in reasonable detail. In such event, the non -breaching party(s) shall have the right
to terminate this MOU by giving written notice thereof to the party in breach, upon which
termination will go into effect immediately.
In the event of termination, the parties to the MOU must convene within thirty (30) calendar days
after the breach of the MOU to discuss the formation of the successor MOU. At that time, allocated
costs must be addressed.
This MOU is of no force or effect until signed by authorized representatives of the participating
parties, and approved by the Chief Local Elected Official or his/her designee. The MOU, once
signed, becomes part of the local WIOA Plan. Any party may withdraw from this MOU by giving
written notice of intent to withdraw at least thirty (30) calendar days in advance of the effective
withdrawal date. If agreed to by all parties, the timeframes for notice may be reduced or extended.
Notice of withdrawal shall be given to the SAWDB at the address listed in the signed attachments
of this MOU, and to the contact person so listed, considering any information updates received by
the parties, a courtesy notification shall be made to all parties of this MOU in a timely manner.
33) NOTICES
All notices, requests, claims, correspondence, reports, statements authorized or required by this
Agreement, and/or other communications shall be addressed as follows:
17
City of Santa Ana: City of Santa Ana
Administration Services
801 W. Civic Center Dr., Suite 200
Santa Ana, CA 92701
Partner: Santa Ana WORK Center
801 W. Civic Center Dr., Suite 200
Santa Ana, CA 92701
34) INSURANCE
The AJCC Partners agree that their current in force insurance or self-insurance coverage programs
shall apply to their operations performed under the Workforce Innovation Opportunity Act and at
the SAWC, including commercial general liability, property damage liability, business personal
property, workers' compensation and employee dishonesty/crime coverages. The City of Santa
Ana shall be named as additional insured for such insurance and the coverage shall be primary and
non-contributory with regard to the City.
35) AUTHORITY AND SIGNATURES
The individuals signing this MOU and its attachments, which are incorporated herein by reference,
have the authority to commit the party they represent to the terms of this MOU, and do so commit
by signing.
ATTACHMENTS
Attachment 1: AJCC Partners Location and Map
Attachment 2: Santa Ana AJCC Partner Services
Attachment 3: AJCC Comprehensive Infrastructure Budget, and Other System Cost Budget
Attachment 3-1: Applicable Career Services
Attachment 4: Comprehensive Cost Allocation and Partner Contributions
Attachment 5: Office Lease
ku
THIS MEMORANDUM OF UNDERSTANDING is hereby signed and agreed to on the date first
written above.
FOR THE CITY OF SANTA ANA
Recommended for Approval:
C
Steven A. Mendoza, Executive Director
Community Development Agency
City of Santa Ana:
Kristine Ridge, City Manager
as to Form:
trvilho, City Attorney
A ANA WORKFORCE DEVELOPMENT BOARD
Chair
FOR AMERICA'S JOB CENTER OF CALIFORNIA PARTNER
Santa Ana WORK Center
AJCC Partner
AWdo'ep'�
41h Steven A. Mendoza, Executive Director
Community Development Agency
20 Civic Center Plaza M-25, Santa Ana, CA 92701
Address
Norma Mitre
Recording Secretary
Date
City Attorney
19
Attachment 1
AJCC Partners Location and Map
Partner Program
Partner
Authorization/Category
Physically
Organization
Co -Located
Title I Adult, Dislocated
City of Santa Ana
Title I Adult, Dislocated Workers, Youth
WIOAWorkers
and Youth
Programs
Programs
Yes
programs
Rancho Santiago
WIOA title II Adult Education and Family
Adult Education/
Community College
Literacy Act (AEFLA) program
Career and technical education (CTE)
Literacy and Carl Perkins
District
Career Technical
programs at the postsecondary level,
No
Education
authorized under the Carl D. Perkins Career
and Technical Education Act of 2006 (20 U.S.C.
2301 et seq.)
Wagner-Peyser
Employment
WIOA title III Wagner-Peyser Employment
Development
Services, authorized under the Wagner-Peyser
Yes
Department (EDD)
Act (29 U.S.C. 49 et seq.), also providing the
state's public labor exchange.
Employment
Jobs for Veterans State Grants (1VSG),
Veterans
Development
authorized under chapter 41 of title 38, U.S.C.
Yes
Department (EDD)
Employment
Trade Adjustment Assistance (TAA),
Trade Act
Development
authorized under chapter 2 of title II of the
Yes
Department (EDD)
Trade Act of 1974 (19 U.S.C. 2271et seq.)
Unemployment
Employment
Unemployment Insurance ( programs under
Insurance (UI)
Development
state unemployment compensation laws.
No
Department (EDD)
State Department of
WIOA title IV State Vocational Rehabilitation
Vocational
Rehabilitation
program authorized under title I of the
Yes
Rehabilitation Services
Rehabilitation Act of 1973 (29 U.S.C. 720 et
seq.)
Temporary Assistance
Social Service
Temporary Assistance for Needy Families
for Needy Families
Agency -Family Self-
(TANF), authorized under part A of title IV of
Yes
(TANF)
Sufficiency
the Social Security Act (42 U.S.C. 601 et seq.)
Senior Aid Program
Senior Community Service Employment
Senior Aid Program
Regions It & III
Program (SCSEP), authorized under title V of
Yes
SER-Jobs for
the Older Americans Act of 1965 (42 U.S.C.
Progress, Inc.
3056 et seq.)
Job Corps
Long Beach Job Corps
WIOA Title I C, Jobs Corps
No
Native American
Southern California
Indian and Native American Programs (Section
No
Programs
Indian Center
166)
Housing & Urban
Santa Ana Housing
Housing & Urban Development (HUD)
Yes
Development
Authority
Adult Demonstration
Orange County
Reentry Employment Opportunities (EO)
Sheriff's Department
programs authorized under sec. 212 of the
No
Second Chance Act of 2007 (42 U.S.C. 17532)
and WIOA sec. 169
WORK CENTER
1 1 a JOB CENTER •. CALIFORNIA
AND ITS
PARTNERS
x
M
EDINGER AV.
W
W
2
WARNER AV
SEGERSTR:
ALTON AV.
,r
SUNFLOWER AV.
2
405
Santa Ana WORK Center Centennial Adult Education
America's lob Center of California 29M W. Edinger Ave.
801 W. Civic Center Dr. Santa Ana, CA 92704
Santa Ana, CA 92701
. Santa Ana College
Partners:.
, , 1530 W. 17th St.
Employment Development Department
Santa Ana, CA 92706
State Department of Rehabilitation
O.C. Social Services Agency
College&Workforce
Goodwill Industries
en
Preparationolle&Center
®
SER/Senior Aid Program
N. Main
Learn4Life
Orange, CA 92867
State Department of
Rehabilitation
709The City Drive, Suite 110
Orange, CA 92868
Social Services Agency
6 1928 S. Grand Ave.
Santa Ana, CA 92706
CTE/ROP Valley High School
1801 $. Greenville
Santa Ana, CA 92704
E
Long Reach Job Corps
1903 Santa Fe Ave. ®
Long Beach, CA 90810
Asian American
0 Senior Center
850 N. Birch St.
Santa Ana, CA 92701
Remington Education Center
1325 E.4th St.
Santa Ana, CA 92701
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Attachment 3
Santa Ana Workforce [Development Board
AJCC Comprehensive Infrastructure Budget, and Other System Cost Budget
Toro(Cesn
yY?`'f f1$fnpgna}yaRn,F4nhrltlly
bf s*nYij"Rgi)a,,
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Cost[ategory/Line Item
Cost Details
Equipment
Costs
Total
Monthly
Property
Rent
+' w
Monthly Cost
tslonthlY t
nc
Psaperly
Taal- ;
Monthly r.
rReniand r:
EyUllpirsentl
Rent
Base Rent
I ncl. J a nitarial, Maint and
Utilities
$42,506.20
$19,967.79
$19,967.79
Operational Cost
2%of Rent
Management Fee
1,76%of Rent
Total Rent
$19,967.79
$19,967.79
Utilities/Maint
Telephone Services Per
Person
Monthly costs of Deal—
Tone and Voice Mall
Assigned
$1,955.00
$765.00
$705.00
Shared Phones
by usage Persentage
$212.50
$97.17
$97.17
SSA Not paying
$13.11
$13.11
Security Guard (Annual)
Includes$84DParkag
$50,156.76
$1,911.23
$1,911.23
SER Share
$0.00
Total
Utilities/Maintenance
$2786.51
$0.00
$2,786.51
"Equipment
New Phones stem
Phones by assigned
phones
$9,536.29
$66.86
$66.86
Shared Basic Phones
$687.86
$5.04
$5.04
SSA Not paying
$0.71
$0.71
Licenses assigned phones
$4,680.48
$35.29
$35.29
Licenses
$557.20
$4.25
$4.25
SSA Not paying
11
$0.60
$0.60
Switches
$5,035.07
$38.37
$38.37
New Phone System
Annual Support Cost
s9brZ.Vt
$37.42
37.42
Total Equipment
$21,478.97
$188.64
$188.64
-*Technology and
Access Costs
Network Wireless Bride
Network
$14,080.23
$107.31
$107.31
Access System/Card
KeyCwdSystm
$17,194.28
$131.04
$131.04
Data &Phone Cabling
Cebiin
$58,097.10
$442.76
$442.76
Information Technology Cost
Per Month
Wireless Network Bridge
Maintenance
$7,425.00
$56.59
$56.59
***Copier (Annual)
Resource Roam used by
dlentsonl
$6,523.20
$49.71
$49.71
opy room op!er or
staffonly
-$4,194.60
$31.971
$31.97
Total Technology and
Access
$107,514.41
$0.00
$819.37
1 $819.37
In -Kind
Iufraetruc[nre Total
$130,940.38
$42,508.20`'T€
31�B4y42;19467*79$2�a7,,2:2,:
* Equipment Is a 5 year amortization expensed monthly. Equipment is charged at actual cast for assigned phones to partners.
5 basic phones are shareelphones and charged by percentage
**Technology and Access Casts are all based on percentage and amortized over 5 years
***Copiers are leased equipment and are charged by percentage. Additional charge for usage will be calculated and charged
Attachment 3-1
APPLICABLE CAREER SERVICES
Sharina Other Una-Stoo oelivery System costs
The budget must include "applicable career services" as well as any other shared costs
agreed upon by the AJCC partners, While only co -located partners share infrastructure costs,
all One -Stop partners must share in other system costs, including applicable career services.
Required Consolidated System Budget for "Applicable Career Services"
Summary of Career Services Applicable to Each AJCC Partner
The MOU requires identification of the career services that are applicable to each partner
program (Attachment 2). Accordingly, this budget includes each of the partner's costs for the
service delivery of each applicable career service.
Unlike infrastructure cost sharing, other system costs, including "Applicable Career Services"
are not limited to the non -personnel costs and should include all costs related to the
administration and delivery of those services.
AJCC Applicable Career Services
SAWC
Career Services:
$541,376.00
• Eligibility Determination (1)
• Outreach, Intake and Orientation (2)
• Initial Assessment (3)
• Job Search, Placement Assistance, and Career Counseling (4)
• Employment Statistics -Labor Market Information (5)
• Eligible Provider performance and program Cost Information (6)
• Local Performance Information (7)
• Supportive Services' Information (8)
• Unemployment Compensation (9)
• Eligibility Assistance (10)
• Follow -Up Services (11)
• Comprehensive and Specialized Assessments (12)
• Individual Employment Plan Development (13)
• Group Counseling (14)
• Individual Counseling and Career Planning (15)
• Case Management (16)
• Short -Term Prevocational Services (17)
Training
$484,982.00
• Occupational Skills Training (1)
• On -the -Job Training (OJT) (2)
• Workplace and cooperative education (3)
• Training programs operated by the private sector (4)
• Skills upgrading and retraining (5)
• Entrepreneurial training (6)
• Job -readiness training (7)
• Adult Education and Literacy programs (8)
• Customized training (9)
Employer Services
$209,549.20
Attachment 3-1
APPLICABLE CAREER SERVICES
• Employer needs assessment (1)
• Job posting (2)
• Applicant pre-screening (3)
• Recruitment assistance (4)
• Training assistance (5)
• Labor Market Information (6)
• Employer information and referral (7)
• Rapid Response and Layoff Aversion (8)
Total Career Service Cost 1 $1,235,907.20
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A-2017-2
s� Attachment
Attachment 5
OFFICE LEASE
THIS OFFICE LEASE ("Lease") is made and entered into by and between CF SANTANA, LLC, a Delaware limited liability company
("Landlord's and the Tenant described in jjea I of the Basic Lease Provisions as of the EI1'eclive Date.
BASIC LEASE PROVISIONS
1. Tenant:
THE CITY OF SANTA ANA, a charter city mid municipal corporation.
2. Description of Project; Building;
Promises:
2,1- Piroject.
As used herein, the "Project" means that certain commercial office building project, with all common
areas and appurtenant parking facilities, located at 801 West Civic Drive, Santa Ana, California, and
containing the Building, and any other building improvements located on the parcel of real property on
which tie Building is located.
2.2 Building:
As used herein, the "Building" means the commercial office building located at and commonly known
as 801 West Civic Drive, Santa Ana, California.
2.3 Rentable Area of Building:
124,166 rentable square feet ("RSF')
2.4 Premises:
A portion or the second (2"d) floor of the Building known as Suite 200, as depicted on Exhibit "A"
attached hereto.
2.5 Rentable Area of Premises:
19,321 RSF.
3. Term:
3.1 Target Delivery Date:
April 1, 2018.
3.2 Commencement Date:
The Delivery Dale. -
3.3 lnitial Term:
Approximately sixty (60) months, commencing on the Commencement Date and ending on the last day
of the calendar month in which the date that Is sixty (60) months after the Commencement Date occurs.
3.4 Options to extend the Term:
Two (2) options to extend the Terns for an Extension Term of sixty (60) months, in accordance with
Seel ion 3.2.2, below and Schedule'9.1" of Exhibit'9" attached hereto.
4. Base Rent:
During the lnitial Term, Base Rent shall be payable at the following rates:
Months Monthly Base Rental Rate Base Rent
($/fLSF/mo) (S/mo)
1-12 $2,2000 $42,506.20
13-24 $2,2660 $43,781.39
25-36 $2,3340 $45,094.83
37-48 $2.4040 $46,447.67
49.60 $2.4761 $47,841,10
5. Additional Rent:
3.1 Turaut's Percentage Sluu•e: 15.561%
5.2 Basc Ycar, 2018
6. Security Deposit: None
1. Pernrilled Use: General office use and other lawful incidental uses, consistent with it first class, high-rise commercial
attice project.
8. Parking Number: The whole number closest to the product of (a) the number of RSF contained in the Premises and (b)
0,004 (such that it is agreed that the Parking Number with respect to die Initial Premises is eighty-two
(82)).
9. Broken: Lee & Associates Realty Group Nesapoit Beach, Inc., repn:senting'I enant, and .loves Lang LaSalle
Brokerage, representing Landlord.
10. Address fat, Payments: All payments payable to Landlord under this Lease shall be sent to the 11,111 wing address or to such othea'
S07 IN Civic Center Or— Clp• aJ'Snnm Aun Lem'e d-
II. Add revs for Notices:
11.1 To Tenant:
address as Landlord may designate, or by wire muster.
Irby chock: I f by wire transfer:
CF Santana LLC
c/o Ocean West Management Services
33351 Collection Center Drive
Chicago, IL 60693-0333
Reference: City of Santa Ana/Suite 200
Prior to the Commencement Date:
City of Santa Ana
Clerk of the Council
20 Civic Center Plaza, M-30
Santa Ana, CA 92702
Ann: [r 1
After the Commencement Date:
At the Premises:
Attn: Deborah Sanchez
Bank Name:
Bank of America N. A.
Bank Address:
100 W. 33rd Street
New York, NY 100
Account Name:
CF Santana LLC
Acctk:
4451112624
ABA#:
1110000 12
Reference: City
of Santa Ana/Suite 200
With a copy to:
City of Santa Ana
Clerk of Ore Council
20 Civic Center Plaza, M-30
Santa Ana, CA 92702
Attn: [r lj
With a copy to :
City Attorney's Office — City of Santa Ana
20 Civic Center Plaza, M-29
Santa Ana, CA 92702
11.2 To Landlord: CF Santana LLC With a copy to:
c/o OW Management Services, Inc.
315 W. 9" Street, Suite 809 Zuber Lawler & Del Duca LLP
Los Angeles, California 90015 777 South Figueroa, 37" Floor
--- Attnl-Ted Bischak- - __- Los Angeles, CA-90017 - --
Attn: David B. Lambert, Esq.
This Lease shall consist of the foregoing `Basic Lease Provisions", consisting of Items I through I I above, the `Standard Lease
Provisions", consisting of Articles I through 17 which follow, and Exhibits "A" through "M" inclusive, all of which are incorporated herein by this
reference. In the event of any conflict between any of the Basic Lease Provisions and any of the Standard Lease Provisions, the Standard Lease
Provisions shall control. Any initially capitalized terms used herein and.not otherwise de0ned shall have the meanings set forth in Ore Standard
Lease Provisions.
got IGCinir Q•nrer Dr-Ci>)i gjSn�mr ann Lease .{i.
STANDARD LEASE PROVISIONS
ARTICLE I —DEFINITIONS
1.1 "Additional Rent" means all amounts other than Base Rent that are payable by Tenant to Landlord pursuant to this Lease,
whether or not denominated as such.
1.2 "Affiliate" means, with respect to any designated Person, any Person that is directly or indirectly Controlled by, under common
Control with or that Controls such designated Person.
1.3 "Alterations" means any alterations, additions, improvements, removals or replacements to the Premises (including, without
limitation, the Tenant Improvements, if any) or any other portion of the Building or Project.
1.4 "Approved Governmental Entities" means all of the State and County agencies listed in Exhibit "Ni" attached hereto,
1.5 "Base Rent" means rental amounts that are payable by Tenant to Landlord pursuant to Section 4.1.1 below.
1.6 "Building Systems" means the primary utility and mechanical systems, including, without limitation, the primary life safety,
electrical, heating, ventilation and sir conditioning ("BVAC"), plumbing or sprinkler systems for the Building and/or the Project (and for the
avoidance of doubt, it is understood and agreed that the Building Systems do not; (i) include any portions of any such systems and equipment that
me installed within or that exclusively serves any particular rentable space in the Building or Project (such as, without limitation, any exteluion or
distribution of services or utilities from the Building Systems serving such space) or (b) any; (1) supplemental or specialty electrical, mechanical,
plumbing, heating, ventilation or air conditioning systems, fixtures or equipment; (H) supplemental or specialty fire, life, safety or security systems,
fixture or equipment; (ill) any video, audio, communications or computer systems, fixtures or equipment (including cabling)).
1.7 'Casualty" is defined in Section 13 I I,
1.8 "Casualty Damage" is defined in Section 13.1.1.
1.9 "Claims" means, collectively, claims, losses, damages, obligations, liabilities, costs slid expenses, including, but not limited to,
reasonable attorneys' fees and legal costs.
1,10 "Common Areas" mans tie lobby, plaza and sidewalk areas, accessways, Parking Facilities, tad die area oil individual floors in
the Building devoted to corridors, fire vestibules, elevators, foyers, lobbies, electric and telephone closets, restrooms, mechanical rooms, janitor's
closets, and other similar facilides for the benefit of all tenants and invitees and shall also mean those areas of the Building devoted to mechanical
and service rooms servicing the Building.
commences. 1,II "Comparable Buildings' means cmnparabie Class "A" office buildings in tie Market at die time the Extension Temp
1,12 "Control" or "Controlling" means possession of the direct or indirect power to direct or cause the direction orthe management
and policies ore Person, or ownership of any sort
1,13 "Damage Notice" is defined in Section 13 l.1.
1.14 "Default Rate" means an annual rate orintemst equal to lesser of: (a) eighteen percent (18%) per annual or (b) the maximum
contact amount allowed by Law.
1.15 "Delivery Condition" means (and the Premises shall be in Delivery Condition) upon Substantial Completion orthe Premises
1.16 "Delivery Date" means the date on which Landlord tenders to 'Tenant delivery of possession of the Premises in die Delivery
Condition; provided that irthe date an which the Premises are in Delivery Condition is delayed as result orally Tenant Delays, then for purposes of
determining the Commencement Date, the Delivery Date shall be deemed to occur on die date thin (lie Premises would have been in Delivery
Condition hall such Tenant Delays not occurred, as reasonably detemnined by Landlord.
below, 1.17 "EITeclive Date" means the date upon which this Lease s executed by Landlord, as indicated beneath Landlord's signature block
1.19 "Encumbrances" means liens, claims, stop notices and violation notices.
1.19 "Environmental Lows" meals and includes all now and hereafter existing statutes, laws, ordinances, codes, regulations, rules;
rulings, orders. decrees, directives, policies and requirements by any federal, state cr local govenuncntal authority regulating, relating to. or imposingliallMl y or standards of conduct concerning public health and s i rely or the envirronmc ll.
1.20 "E,ve it or Default" is delned in Section 15.1 below.
1.21 "Executive Order 13224" means Executive Order 13224 signed on September 24, 2001 and entitled "Blocking Property and
Prohibiting Transactions with persons Whn C'ummit. "Threaten to Commit, or Support Terrorism",
1.22 "isxplration Date'' means, at any particular time, the date on which the Term is scheduled In expire.
301 W CWc Center Dr_ Ciry nf5'rurin anu Laver .I.
1.23 "11 alder" means the holder of any Security Instranend
1.24 "Expressly Restricted Use" means any use for: (a) offices of any division, agency or bureau or any foreign government or
subdivision thereof, (b) olHces of any health care professionals or for the provision of any health care services, (c) any schools, (d) any retail or
restaurant uses, (a) any residential use, (() any communications uses such as broadcasting radio and/or television stations, (g) "executive suite" type
uses where office suites are maintained for individual rental, or (h) any occupancy density greater than tie average occupancy density for office
tenants of the Project
1.25 The "FIVI RR" of tie Premises for a particular Extension Term (as defined In SchedaIe J-I") or for a particular Leased First
Right Space (as defined in Schedule J-2'for the term of Tenant's lease thereof, shall be equal to the rent per square foot of Rentable Area that
Landlord has agreed to accept, or if Landlord determines that there has not been a reasonable number of current comparable transactions in the
Project, that landlords of the Comparable Buildings have agreed to accept, and sophisticated nonaffiliated tenants of the Project and/or Comparable
Buildings hove agreed to pay, in current arms -length, non -equity (Le,, not being offered equity in the building), transactions for comparable space (in
terms of condition, floor location, view and floor height) of a comparable size (in terms of square feet of Rentable Area), for a tens equal to the
Extension Term (or the Loma of Tenant's lease of the applicable Leased First Right Space) and with a commencement dale within six (6) months
before or after the first day of the Extension Tema (or the applicable Offered Space Scheduled Commencement Date (as defined in Schedule "J-2"J),
which rent per square foot shall lake into account and make adjustment for tie existence, timing and amount of any increases in rent following term
commencement in the comparison transactions, and shall at all times take into consideration and make adjustment for all other material differences in
all terms; conditions or factors (applicable to the transaction in question hereunder or applicable to one or more of tie comparison transactions used
to determine the FMRR) that a sophisticated tenant or sophisticated landlord would believe would have a material impact on a "fair market rental"
determination; provided, however, that: (a) the rent for all comparison transactions shall be adjusted to reflect payment of operating expenses and
real estate taxes in the same manner as the same are payable hereunder (e.g., if this is a modified, full service gross lease, the rent for all comparison
transactions shall, if applicable, be grossed up to reflect payment of operating expenses and taxes in excess of a base year as of the year of
commencement of the transaction), (b) die presence, amount or absence of brokerage commissions in either the subject transaction or the comparison
transactions shall be disregarded, (c) any rent abatement or other free rent of any type provided in comparison transactions for the period of the
performance of any tenant improvement work (i.e., any "construction period") shall be disregarded, and (d) if any tenant improvements or allowance
provided for in comparable transactions shall be taken into account, then the value of any existing improvements in the Premises (or the teased First
Right Space) shall also be accounted for in die calculation of the FMRR (provided that if in determining the FMRR for a subject transaction
hereunder, it is determined that free rent or cash allowances (collectively, "Concessions") should be granted, Landlord may, at Landlord's sale
option, elect all or any portion of the following: (i) to grant some or all of the Concessions to Tenant as free rent or as an improvement allowance, or
(1i) to adjust die monthly installments of the Base Rent payable for die Extension Term or with respect to the teased First Right Space, as the case
may be, to be an effective rental rate which takes into consideration and deducts fi-om monthly rent the amortized amount of the total dollar value of
such Concessions, amortized on a straight line basis over the Extension Tern or tie term or Tenant's lease of the Leased First Right Space, as
applicable in which case tie Concessions so amortized shall not be provided to Tenant).
1,26 "Force Majeure Events" means events described in Section 17.5 below.
1.27 "Handle", "Handled", or "Handling" means, with respect to Hazardous Materials, any installation, handling, generation,
stornge, trcaurnent, use, disposal, discharge, release, manufacture, refinement, pmsence, migration, emission, abatement, removal, transportation, or
any other activity of any type in connection with or involving such Hazardous Materials.
1.28 "Hazardous Materials" means: (a) any material or substance: (i) that is defined or that becomes defined as a'.hazardous
substance', "hazardous waste," "infectious waste," "chemical mixture or substance," or "air pollutant" under Environmental Laws; (ii) that contains
petroleum, crude oil or any fraction thereof; (iii) that contains polychlorinated biphenyls (PCB's); (iv) that constitutes asbestos or asbestos -containing
naleriul: (v) that is radioactive; or (vi) that is infectious; or (b) any other material or substance displaying toxic, reactive, ignitable or corrosive
dileacwt islics, as all such terms Ore used in their broadest sense.
1.29 "Holdover Rental Rate" means an amount equal to one hundred filly percent (150%) of the grouter of (a) Landlord's then
published asking rental rate or (b) die Base Rent and Additions; Rent payable by Tenant to Landlord daring the last month of the Term orthis Lease.
1.30 "Initial Premises" means the premises described in Item 2.3 of the Basic Lease Provisions.
1.31 "Initial Term" means tie period (which shall commence on the Commencement Date) that is described in Item 3.3 of the Basic
Louse Provisions; provided that if the Commencement Date shall occur on a day other than the first day of oily calendar month, for purposes of
calculating the date inn which the Initial Tenn is scheduled to expire (i,e., the Expiration Date for the Initial Tenn) and the timing of all scheduled
increases in Base Rent during the Initial Term (but not for oily other purpose), the Commencement Date shall be deemed to be the first day or the
calendar month following the Commencement Date.
1.32 "Institutional Owner Practices" means the practices of the majority of the institutional owners of institutional grade first-class
ofice projects in Orange County, California.
1-13 AInterest Rate" means all annual rate of interest equal to the Reference Rate plus two percent (20%,).
1,34 "Laufiord Default" is defined in Section 16.1 below,
1.35 '"Landlord Parties" means, collectively, Landlord, Occan West Capital Partners, I.I.C. Fortress Investment Group, LLC, and the
Properly Manager, and each at' their Affiliates and all of their respective paTners. mmmbers, officers. managers. directors, trustees, employces,
retirees, beneficiaries, contractors (including internal investmcut contractors), agents. advisors. morwugees and ground lessors- agents, successors
and assigns.
801 a'Ovic Center Dr— Cin, of Swum Ann Lane -2-
1.36 "Landlord's Additional Insureds" mean, collectively, Landlord, Ocean West Capital Partners, LLC, Fortress Investment
Group, LLC, and the Property Manager, and each of their respective agents, beneficiaries, partners, employees, and any Holder (defined below) of
any Security Instrument (defined below) designated by Landlord as additional insureds.
1.37 "Landlord's Lease Undertakings" means each and all of the representations, warranties, covenants, undertakings, and
agreements contained in the Lease Documents that is or ere to be provided or performed by Landlord.
1.38 "Laws" means, collectively, all laws, ordinances, building codes, rules, regulations, orders and directives of any gavcrimam ai
authority having jm isdictlon (including, without limitation, any certificate of occupancy),
1.39 "Lease Documents" means this Lease together with all exhibits, riders or addenda munched hereto, and all amendments thereto.
1.40 "Leasehold Improvements" means all leasehold improvements existing in the Premises as or the Effective Date, the Tenant
Improvements, and any additional Alterations.
1.41 "Market" means the Santa Are Civic Centersubmarket.
1,42 "Money Laundering Act" means the International Money Laundering Abatement and Financial Anti -Terrorism Act of 2001 or
the regulations or orders promulgated thereunder, as the same may be. amended from time to time.
L43 "Notified Party" means each Holder of which Tenant has received notice.
1.44 "OFAC" means the Office or Foreign Asset Control of the Department of the Treasury.
1A5 "Original Tenant" means the Person identified as the "Tenant" in IlInji of the Basic Lease Information.
1.46 "Parking Facilities" means the Project's parking facilities from time to time serving the Building.
1,47 "Parking Fees" is detmed in Section 4 below.
1.48 "Parking Passes" means, collectively, Unreserved Parking Passes and Reserved Parking Passes.
1.49 "Permitted Alterations" metals only usual and customary maintenance and repairs of Leasehold Improvements if and to the
extent that such maintenance and repairs: (a) are of a type and extent which are customarily permitted to be made without consent by landlords
acting consistently with Institutional Owner Practices leasing similar spice for similar uses to similar tenants, (b) are in compliance with the Rules
and Regulations, and (a) will not affect die Building's structure, the provision of services to other Project tenants, or any Building Systems.
1.50 "Person" means an individual, general or limited partnership, limited liability partnership or company, corporation, trust, estate,
real estate investment trust association or any other entity.
L51 'Premises" means the Initial Premises as it may be expanded or reduced pursuant to any provision of this Lease or upon the
agreement of Landlord and Tenant.
1.52 "Premises Restoration" means the Restoration of the Premises and the portions of the Common Areas that are required for
access to the Premises.
1.53 "Property Manager" means OW Management Services, Ina., or wry other Person retained by Landlord to manage and operate
the Building on a day to day basis.
1.54 "Proposed Transfer Space" menus, with respect to any proposed Trmul'er, die portion or the Premises subject to such proposed
Transfer.
1,55 "Reference Rate' means tine "prime rate" or'4cierence rate" announced from time, to time by Bank of America, N.T. & S.A. (or
such reasonable comparable national banking institution as is selected by Landlord in the event Bank of America, N.T. & &A. ceases to publish it
prime rate or reference rate).
L56 "Rent" is defined in Section j,.4 l below.
157 "Rent Delinquency" means and shall occur upon any railure of Landlord to receive any payment of Rent on or before the date
that is five (5) days after to date such payment of Rent is duc.
1.58 "Reserved Parking Passes' means parking privileges to be used r'or pnrking on a fist came first served basis in `reserved
parking areas" in the Purking Facilities, as designated by Landlord, or at the election of Landlord, in reserved parking spaces located in the Parking
Facilities.
1.59 • Restoratlorl defined in . ccrinu 13. I_(.
1.60 "Review Expenses" means all review and processing tees, and costs, as well as any reasonable professional, attorasays',
accountants', engineers' or other consultants' fees incurred by Landlord relating, to any request by Tenant for Landlord's consent, including, but not
limited to, wry request for consent to it proposed Transfer.
so/ ➢ Givie Center Dr—Clo, rfSairraAm, Lenve -3-
1.61 "Rules and Regulations" means the rules and regulations attached hereto as Exhlbit "D" (which are hereby incorporated herein
and made a part hereo0 and any reasonable and non-discriminatory amendments, modifications and/or additions thereto as may Iiiama Par be adopted
and published by written notice to tenants by Landlord for the safety, core, security, good order and/or cleanliness of the Premises and/or the Projeel .
1.62 "Security Dcpusit" means a cash security deposit in the amount specltiied In Item 6 of the Basic Len se Provisions.
1.63 "security Instruments', means, collectively: (a) all present and future ground leases and master leases of all or any part of the
Project, Building or Premises; (b) present and ruture mortgages and deeds of trust encumbering all or any part of the Project, Building or Premises;
(c) all past and finure advances made under any such mortgages or deeds of trust; and (d) all renewals, modifications, replacements and extensions of
any such ground leases, master leases, mortgages end deeds of trust, which now or hereaRer constitute a lien upon or affect the Prgjecl, Building or
Premises.
1.64 "Substantial Completion" (and "Substantially Complete") Is defined In the Work Letter.
1.65 "Taking" is defined in Section 13.2.
1.66 "Taking Date" is defined in Section 13.2.
1.67 "Target Delivery Date" means the date specified in IteM 3.1 ofthe Basic Lease Provisions.
1,68 'Tcannt" means the Original Tenant, and any person or entity to whom or to which all of Original Tenant's (or any other
Temml's) interest in this Lease is assigned (or otherwise transferred) in accordance with the provisions of Article I I of this Lease.
1,69 "Tenant Delays" is defined in the Work Letter.
1.70 "Tenant Improvements" means the initial Alterations (if any) to be constructed and/or installed in the Premises pursuant to the
Work Letter (if any).
1.71 "Tenant Parties" means collectively, Tenant, its subtenants, assignees or other Transferees, and dicir respective contractors,
clients, offlceis, directors, employees, agents, and invitees (ench of which shall be a `Tenant Party").
1.72 'Tenant's Hazardous Materials" means any hlazaidous Materials that become present in, on, under or about the Project as a
result of any act or omission of Tenant or any other Tenant Party.
1.73 "Tenant's Personal Property" means all of Tenant's (and the other Tenons Parties') office furniture, business and personal trade
fixtures, machinery and equipment, furniture and furniture systems, movable partitions, teleconraiunications equipment, data cabling and other items
of personal property.
1.74 - 'Term" means and shall refer to the Initial Tenn as it may be extended pursuant to Schedule `7-I"of Exhibit "It' attached hereto
and/or pursuant to the written agreement of Landlord and Tenant
1.75 'Transfer" means and includes any of the following: (a) a sublease all or any part of the Premises, (b) an assignment of the
Lease, (c) any other agreement or arrungement: (i) that permits a third party (other than Tenant's employees and occasional guests) to occupy muse
any portion of the Premises or Ill) otherwise assigns, transfers, mortgages, pledges, hypothecates, encumbers m permits a lien to attach to Tenant's
interest under this Lease or (d) a direct or indirect transfer, assignment, pledge, orhypothecation of a Controlling interest in Tenant.
1.76 "Transfer Notice" means a written notice that: (a) identifies a proposed Transferee by its name and address; (b) describes the
applicable Proposed Transfer Space; (c) includes current financial statements of die proposed Transferee certified by on officer, partner or owner
thereof; (d) describes the nature of such Transferee's business and proposed use of the Proposed Tronsl'cr Space; (a) the proposed efleetive date of
the proposed Trans'rer; and (f) all of the principal terns of the proposed Transfer.
1.77 "Transfer Profits" means, with respect to any particular month and any particular Transfer, oil an punt equal to: (a) all rent,
additional rent orother consideration payable by or on behalrof such Transferee during or with respect to such month in connection with die Transfer
minus (b) the sum of, (i) the Base Rent and Additional Rent payable by Tenant under Sections 4.2 and 4_3 of this Lease during or with respect to the
same month and (ti) oil out orpockel costs reasonably inured by Tenant in eonnectiou with such Transfer (such as brokerage commissions and/or
improvement allowances), amortized on a straight line basis over die teen of such Transfer.
1.78 "Transferee" nicmts any Person to whom a Transfer is made.
1.79 "Unreserved Parking Passes" means parking privileges to be used for parking on a first come first served. basis in the areas of
the Parking facilities designated by Landlord therefor.
1,80 "Work Letter" means the Tenant Weic Letter (if any) attached hereto as Exhibit "C".
terms in initial capitals that are not defined in Article I shall have the meanings given to them elsewhere in this Lease.
\R'I'I CLE 2—I rASF OF PREdI ISF,S: C'OMi�iON AREAS: PARKING• SIGNS
11 Lease ol'Premiscs; Access; O flet Eniayment
8#1 ti' Cl,'IC CenMr Dr—Cigl ofS'nn6i Arm Leave -4-
2.1.1 Landlord hereby leases the Premises to Tenant, and Tenant hereby leases the Premises from Landlord, upon all of the
terms, covenants and conditions contained in this Lease. Tenant acknowledges that Landlord has not made oily representation or warranty with
respect to the condition of the Premises, the Building or the Project with respect to the suitability or fitness of tiny of the same for the conduct of
Temuu's Permitted Use, its business or for tiny other purpose. Landlord does not represent and Tenant does not rely upon any specific type or
number of tenants occupying any space in lie Building and/or the Project during the Term of this Lease. Acceptance of possession of the Premises
by Tenant shall be conclusive evidence as against Tenant that the Premises are [lien in tenantable and good condition.
2.1.2 Landlord slid Temnt hereby agree that the number of RSF (also referred to as the "Rentable Area") contained: (a)
within Ilse Bit11d in is as set forth in Item 2.5 of the Basic Lease Provisions and (b) within the Premises is as set forth in Item 2.5 of the Basic Lease
Provisions,
2.1.3 Subject to Landlord's access control programs and the Rules and Regulations. Tenant and its employees and invitees
shall be entitled to access the Premises seven (7) days per week, twenty-four (24) hours per day.
2.1.4 Subject to all of the terms and conditions contained in this Lease and provided that Tenant performs all of its
obligations hereunder, Tenant shall have and peaceably enjoy the Premises during the Term of this Lease from and against all Persons holding an
interest in the Project from and through Landlord.
2.2 No Relocation of Premises: Right of First Offer.
2.2.1 No Reloea do it. Landlord shall have no right to relocate any portion of the Premises located on the second (2") floor
of the Building. Any relocation rights with respect to any portions of the Premises located on any other Moor of the Building will be specifically
negotiated in connection with Tenant's lease of any such space.
2.2.2 Right of First Offer. Tenant shall have a one-time Right of First Offer (defined below) with respect to the First Right
Space (defined below) subject to and In accordance with the terms and conditions of Schedule'?-2' ofL-xhibit "J" attached hereto,
2.3 Common Areas: Parking.
2.3,1 Common Areas. In connection with its lease of the Premises, Tenant shall have One non-exclusive right to use Ole
Comment Areas together with other Persons. The Common Areas shall be subject to Ole exclusive management and control of Landlord, and Tenant
shall comply with all Rules and Regulations pertaining to use of the Common Areas. Landlord shall have the right from time to time to designate,
relocate and limit the use of particular areas or potions of the Common Areas. Landlord shall also have the right to close all or any portion of the
Common Areas as may, in the sole discretion of Landlord, be necessary to prevent a dedication thereof or the neurual orally rights in any Denson.
2.3.2 Rental mul Use nrPorkine Passes; Visitor Parking.
(a) Commencing on die Commencement Date and continuing through the Term, Tenant shall rent from Landlord
and Landlord shall provide a number of Unreserved Parking Passes equal to die Parking Number specified in Item S of the Basic Lease Provisions.
Parking Fees shall be payable with respect to Parking Passes rented by Tenant at the rates provided in Section 4 3 1 bI below (which shall be subject to
abatement in accordance with Section 43.2 below). The Parking Passes arc with respect to, subject to the provisions of this Lease, use of the Parking
Facilities. The Parking Passes provided to Tenant pursuont to this Section 2.3.2 are provided to Tenant solely for use by officers, directors, mid
employees of Tenmtt, its Affiliates, sublessees and assignees, and such passes may not otherwise be transferred, assigned, subleased or otherwise
alienated by Tenant to any other type of transferee widiout Landlord's prior approval.
(b) The specific locations within the Poking Facilities in which die Unreserved Parking Passes may be used shall
be specified by and may, from time to time, be relocated by Landlord in its sole discretion. In addition, it is expressly understood and agreed that
Landlord shall have the right to implement, administer slid enforce a parking management program, with respect to die Parking Facilities generally,
with respect to use of one or more types or Parking Passes in particular, and/or with respect to the use of the Parking Passes rented by one or more
specific tenant or tenants (including Tenant), with parking management plan may include, without limitation, any or more orthe following measure
or features: oversell of Parking Passes; expansion orthe Parking Facilities to include additional parking lots or structures within a reasonable distance
from the Building; reservation of specific portions of the Parking Facilities for parking by one or more specific Building tenants (including Tenant)
and/or for one or moreBuilding tenants' business visitors; implementation orvalet or assisted parking programs or measures; creation and allocation
of tandem parking spaces to specific Building tenants; designation of visitor parking rates: and allocution of wi idntion privileges to one or more
Building tenants. It is specifically understood and agreed that it' landlord implements one or more such measures or features that are: (i) generally
applicable to the Parking Facilities, the costs Incurred to implement, administer and enforce such mcosures shall be included in Operating Costs or
(ii) that are specific to Tenant, the costs incurred to implement, administer and enforce such measures shall be reimbursed by Tenant.
(c) Visitor Parking,
(i) Tenant's business visitors may park in the Parking Facilities, nr in die applicable pmiions thereof
designated by I-oildlord, on a first come, first served basis, upon payment ol'the prevui ling fee for parking charged to visitors to the Project. 'tenant
shall have the right to purchase liom Landlord, nt Landlord's then prevailing rate, Project Parking Validations (defined below), to be used only by
Tenant's BUlaeaa Customers (defined below) Far parking in the Parking Facilities without charge, "Project Prancing Validations" means
validations. in such form a, Landlord, in its sole but good faith discretion, shall oftcr frum time to time. permitting persons using such validations to
park in the Parking Facilities fur specified periods of time without charge (i.e.. a 30-minute vnlidation would pemhit parking without charge in the
Parking Facilities Ibr a period up to 30 mimucs). "Tenn it is BIts i ness Cast011ie rs" means Poisons that visit the Premises lot the specific propose of
ccnduoil itg business a the Premises (mid to the avoidance of dotbl, shall not IileLid e any employees 0n vol, nI or tnq of Iis'rransferecs who have
aMecs (on un exclusive or sh orud has is) at the Premises).
Rol WCh Ic•Cennn Dr—ChY ufSrmtn.-Ina Lease .5-
(if) Notwithstanding the foregoing, each calendar month during the Term, Landlord shall provide to
Tenant, without charge: (A) a number of Short Term Project Parking Validations (darned below) equal to the product of twenty (20) and the number
of days in such calendar month (during the Term) End (B) a number orLung Term Project Parking Validations (defined below) equal to the product
of sixty (60) and the number of days in such calendar month (during the Term), in each case to be used only by Tenant's Business Customers for
parking in the Parking Facilities without charge; provided plat Landlord shall have the right to reasonably adjust the number of Short Term Project
Parking Validations and Lon Term Project Parking Validations so provided by Landlord (based on actual usage) effective as of expiration of the third
(3'd) full calendar month of the Initial Term, and thereafter, upon expiration or each subsequent three (3) calendar month period; provided further
that: (x) Landlord shall not, at any time during the Term; be required under this Section 2.3.2(c)(ii) to provide a number or Project Parking
Validations in any calendar month in excess of a number equal to the product of eighty (90) and file number of days In such calendar month (during
the Term) and (y) any Project ParkingValidations provided by Landlord with respect to any particular calendar month that are not used during such
calendar month shall, at die election of Landlord, either; (1) become null and void (and be returned to Landlord) or (2) be credited against
Landlord's obligations to provide Project Parking Validations under this Section 2.3.2lc)(ii) for subsequent calendar months. No Project Parking
Validations provided by Landlord to Tenant under this Section 2.3.2(c)(H) shall be used to accommodate parking, without charge, by any particular
Tenant's Business Customer(s), for a period in excess of three (3) hours on any day without Landlord's prior approval (and Tenant shall not provide
any particular Tenant's Business Customer more than one Project Parking Validation on any po tdcular day). "Short Term Project Parldng
Validations" means Project Parking Validations permitting Persons using such Project Parking Validations to park in the Parking Facilities for up to
thirty (30) minutes without charge. "Long Term Project Parking Validations" means Project Parking Validations permitting Persons using such
Project Parking Validations to park in the Parking Facilities for up to three (3) hours without chorge.
2.4 Si_Mns.
2.4.1 Except to tie extent expressly provided in this Section 2.4 Tenant shall not; (a) place or install (or allow or permit to
be placed or installed by any Tenant Party) any signs, advertisements, logos, identifying materials, pictures or names of any type on the roof, exterior
areas or Common Areas of the Building or the Project or In any area of the Building, Premises or Project which is visible from the exterior of the
Building cr outside of the Premises or (b) place or install (or allow or permit to be placed or installed by any Tenant Party) in or about any portion of
the Premises any window covering (even ifbehind Building standard window coverings) or any other material visible front outside of the Premises or
from the exterior of the Building, Tenant shall not, without tie prior written consent of Landlord, use the name of the Building and/or the Project, or
any pictures or illustrations ofthe Building and/or the Project, in Tenant's advertising or in tiny other publicity.
2.4.2 Subject to compliance with applicable Laws and such Building signage criteria as Landlord shall apply from lime to
time, and subject to receipt of Landlord's prior written consent: (a) in die case where Tenant occupies an entice Floor in the Building, Tenant may
place in any portion of such roar which is not visible from file exterior of the Building such identification signage as Tenant shall desire and (b) in
the case where Tenant occupies less than an entire floor in the Building, Tenant may require Landlord to install, at Landlord's sole cost and expense,
in such portion of the multi•tenanl corridor on such floor as is called for by Landlord's signage program (as tie same may axis( from time to time)
identification signage of the type prescribed by Landlord's signage program identifying Tenant; (c) Landlord shall provide customary signage in the
Building directory (irony) in the ground floor lobby of the Building (Landlord shall bear the initial cost of such directory signage and the castor
updated any such directory signage no more than one in any month); and (d) Tenant may place in any portion of the inside of the Premises nut visible
from the exterior of the Building or from outside of the Premises such identification signage as Tenant shall desire. All signage described in this
Section 2A.2 (other than the directory signage described in clause (a) above) shall be treated as Tenant's personal property under the provisions of
Section 10.5 with respect to Tenant's obligation nt the expiration or early terminntion of this Lease.
2.4.3 Evebrory Sign. In connection with Tenant's lease ofthe Premises, subject to all of the terms and conditions of Exhibit
attached hereto, during the Term, Tenant shall have tie right to install and display at the Project the Eyebrow Sign (defined in Exhibit "K",
attached hereto) in the location described in Exhibit "K" attached hereto.
ARTICLE 3—DELIVERY; COMM ENCFM ENT• TERM• SURRENDER; F10LDING OVFR
3.1 Deliver-Y. Landlord shall endeavor to tender to Tenanl delivery of possession of the Premises in the Delivery Condition prior to
the Target Delivery Data; provided, that it the Delivery Date does not occur on or before the Target Delivery Date, this Lease shall not be void or
voidable, the Term of this Lease shall not be extended, and Landlord shall not be liable to Tenant for any loss or damage resulting therefrom;
provided further that Landlord shall use commercially reasonable efforts to tender to Tenant delivery of possession of tie Premises in the Delivery
Condition as soon as reasonably possibly after the Target Delivery Date.
3.2 Commencement: Term.
3.2.1 The Term shall commence on the Commencement Date as defined in Item 3.2 of the Basic Lease Provisions, and shall
continue through the period specified in Item 3.3 of the Basic Lease Provisions unless terminated surlier in accordance with tie provisions hereof or
extended pursuarit to tie written ogreenhent of Landlord and Tenant or as provided in Section 3.2.2 below, provided, however, that lithe
Commencement Date shall occur on a day other than the first day ol'any calendar mouth, for purposes of calculating the Expiration Dale and the
timing of all scheduled increases in Base Rena during the Initial Tenn (bu( not liar any other purpose), the Commencement Data shall be deemed (o be
the first day of the calendar month following the Commencement Date. At any tine during the Lease Tenn, landlord may deliver to Tenant a notice
in the Ibrni as set in fxhihit "13" attached hereto, which Tenant shall execute and return to Landlord within five (5) busincss days of receipt thereof.
32.2 Extmrsion Option. Tenant shall have two (2) options to extend die Tenn, each for an fxlensiari Tein (defined below)
ofsisiy (60) months (rive (3) years) subject to and in accordance ilia the terms and conditions of Schedule "J•I"or Exhibit `T', attached hereto.
3.3 Surrender: flnhline Over,
3.3.1 Except is provided in this Section 13 and ill Section 7.3 below, upon expiration or earlier termination of this Lease.
Tenaal shall vacate and surrender the Premises to Landlord in [he sane condition as when received a[ the inception ol'this Lease and an theretter
OF WChic Cenrer Dr—Cln-ofS tu,41m Lnnre .(.
improved by Tenant, subject to ordinary weer and tear. For the avoidance ofdoubt, it is understood and agreed that, prior to the date upon which the
Premises is surrendered by Tenant under this Section 3.3.1 Tenant shall be required to remove from the Premises all of the Tenant's Personal
Property and all Leasehold hnprovemena designated for removal by Landlord in accordance with Section 10,5 below (and all damage caused by
such removal repaired).
3.3.2 If Tenanl fails to remove any of the Tenant's Personal Property from the Premises (or any portion themoo prior to the
expiration or any earlier termination of the Tenn (with respect to applicable portion of the Premises), and such failure continues for five (5) days
following Landlord's delivery of notice thereof, Tenant shall be deemed to have abandoned the same, in which case: (a) Landlord shall have the
right, at Tenant's expense, to remove the same from the some from the Premises (and to repair any damage caused by such removal) and (b) to
thereafter: (i) store the same at Tenant's expense, (if) appropriate the same for itself, and/or (lii) sell or otherwise dispose of the same in its sole
discretion, with no liability to Tenant, in which case, Tenant shall reimburse Landlord for all costs incurred by Landlord in connection with any such
removal, repairs, storage and/or disposal, plus a ten percent (10%) administration fee thereon, upon demand. In addition, If Tenunt fails to remove
from the Premises (or any portion thereof) all Leasehold Improvements designated for removal by Landlord in accordance with Section 10.5 below
and/or to repair all damage caused by its removal of any such Leasehold Improvements (and/or its Tenant's Personal Property), in either case, prior
to the expiration or oily earlier termination of the Term (with respect to applicable portion of the Premises), Landlord shall have file right to remove
the same from die Premises (or the applicable portion thereat) and/or to repair such damage at Tenant's expense, in which case, Tenant shall
reimburse Landlord for all costs incurred by Landlord in connection therewith, plus a ten percent (IM.) administration fee thereon, upon demand.
This Section 3 3.2 shall survive the expiration or any earlier termination of the Term of this Lease.
3.3.3 If Tenant fails to surrender the Premises (or any portion thereoO In accordance with this Lease (Including, without
limitation, Section 3.3.1 above), or otherwise holds possession of the Premises (or any portion thereof) after the expiration or termination of the
Term, Tenant shall become a tenant at sufferance upon all of the terms contained herein, except as to term and Base Rent. During such holdover
period, Tenant shall pay to Landlord a monthly Base Rent in an amount equal to die Holdover Rental Rate. The monthly Base Rent payable for such
holdover period shall in no event be construed as a penalty or as liquidated damages for such retention of possession. Neither any provision hereof
nor any acceptance by landlord of any Rent after any such expiration or earlier termination shall be deemed a consent to any holdover hereunder or
result in a renewal of this Lease or an extension of the Term, or any waiver of any of Landlord's rights or remedies with respect to such holdover.
Tenant shall indemnify, defend and hold Landlord harmless from and against any and all Claims (including, without limitation, for lost profits and
other consequential damages, attorneys' fees, consultants' fees and court costs) incurred or suffered by or asserted against Landlord by reason of
Tenant's failure to surrender die Premises in accordance with the provisions of this Lease on the expiration or earlier termination of this Lease.
ARTICLE 4 —RENT AND OTLI ER CHARGES
4.1 Base Rent. Tenant agrees to pay during file Initial Tenn of this Lease as Base Rent for fine Premises, the sums shown for the
periods shown in Item-4 of the Busic Lease Provisions. Except as expressly provided otherwise herein, Base Rent shall be payable fit equal
consecutive monthly installments, in advance, commencing on die Conmicncement Date and continuing on the tenlh (10) day of each calendar month
thereafter; provided that the first full monthly Installment of Base Rent, described in Item 4 of the Basic Lease Provisions, shall be.payable upon
Tenon Ps execution of this Lease. Landlord will cooperate with Tenant to accommodate payment of Rent (or certain types of Rent) via ACH
payments.
4.2 Tenant's Percentage Share. Subject to the provisions of this Lease and in accordance wide Exhibit "E", attached hereto, in
addition to paying Base Rent, with respect to each Expense Year (defined in Exhibit "I,' ) Tenant shall also pay: (a) Tenant's Percentage Share
(defined in Exhibit "E'l of Excess Operating Expenses (defrted in Exhibit "F.") and (b) Tenant's Percentage Share of Excess Property Taxes (defined
in Exhibit "E").
43 Rirkfne Fees.
4.3.1 Subject to Section 4.3.2 below, on the first day of each calendar month during the Term, Tenant shall pay to Landlord
(or at the request or Landlotd, to Landlord's designated parking operator) Landlord's then prevailing charge (die "Parking Fees") for all Parking
Passes rented by Tenant for such calendar month. Such Parking Pees shall be in addition to all taxes, assessments or other impositions imposed by
any governmental entity in connection with Tenant's use of such Parking Passes, which taxes, assessments or other impositions shall be paid by
Tenant, or if required to be paid by Landlord, shall be reimbursed to Landlord (or at the request of Landlord, to Landlord's designated parking
opem(or) by Tcnant concurrently with the payment of the Parking Fees described above.
4.3.2 The Packing Fees payable with respect to the first eighty-four (84) Parking Passes rented by Tcnant during the Initial
Term (and the chm'ges for all Short Term Project Parking Validations and Long Term Project Parking Validations provided by Landlord to 'Tenant
(pursuant to Section 2.3(c)(ifl above) during du Initial Terri) are included in the Buse Rent payable by'l'emml with respect to the Promises during
the Initial Tel
4.3.3 'lie Parking Fees paynble with respect to all Parking Passes rented by Tenant during an Extension Term fund the
charges I'or all Short Perm Project forking Validations and Long Term Project Parking Validations provided by Landlord to'rennnt (pursuant to
Section 23(c)(H) above) during an Extension Term) shall be determined in connection with the FMRR (and Extension Term Buse Rent) for Ulu
Premises for such Extension Tenn. and shall be added to (and included in) the Extension Term Base Rent.
4.4 Payment urltent.
4 4.1 Generally, Buse Rent. all forms or Additional Rent payable hereunder by Tenant and all nthclamounts, lees,
payments or charges payable hereunder by Tenant shall each; (it) conslittue rent payable hereunder (sometimes collectively be refaired to herein as
"Rent" ), flat be payable to Landlord when due without any prior notice o• demand therefor in lawful money orlhe United States and, except as may
be expressly provided to the contrary in this Lease, without tiny abatement, ollaet or deduction whatsoever, and (c)be payable in landlord at die
address of Landlord described in Item 10 of the Basic Lease Provisions or to such other Person or place as Landlord max. Iron time to time designate
,Yoh R%Circe Cerrrrr Or—CIIp ojSuNn ann Lease .j.
in writing to Tenant. Any amount of Rent that is payable on a monthly basis and that Is payable respect to a partial month, shall he prorated based on
the number of days in such month. No payment by Tenant or receipt or acceptance by Landlord of a lesser amount than die correct Rent due
hereunder shall be deemed to be other than a payment on account of die earliest installment of Rent then due; nor shall any endorsement or statement
on oily check or any letter accompanying any check or payment As Rent be deemed to effect or evidence on accord and satisfaction; and Landlord
may accept such check or payment without prejudice to Landlord's right to recover the balance or pursue oily other remedy in this lease or at law or
in equity provided.
4A.2 LATE PAYMENTS, TENANT ACKNOWLEDGES THAT THE LATE PAYMENT OF RENT WILL
CAUSE LANDLORD TO INCUR ADMINISTRATIVE COSTS AND OTHER DAMAGES, THE EXACT AMOUNT OF WHICH
WOULD BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO ASCERTAIN. LANDLORD AND TENANT AGREE THAT
IF LANDLORD A RENT DELINQUENCY SHALL OCCUR, TENANT SHALL PAY TO LANDLORD, AS ADDITIONAL RENT;
(A) A LATE CHARGE EQUAL TO FIVE PERCENT (5%) OF THE OVERDUE AMOUNT TO COVER SUCH ADDITIONAL
ADMINISTRATIVE COSTS, AND (B) INTEREST ON ALL DELINQUENT AMOUNTS AT THE DEFAULT RATE, FROM THE
DATE DUE UNTIL THE DATE PAID.
ARTICLE 5—TENANT'S TAXES
Tenant shall reimburse Landlord upon demand for any and all taxes, impositions or similar fees or charges payable by or imposed or
assessed upon Landlord upon or with respect to: (a) any Tenant's Personal Property located in or about the Premises; (b) any Leasehold
Improvements made in or to die Premises by or for Tenant (without regard to ownership of such improvements) if and to the extent the original cost,
replacement cost or value thereof exceeds the cost of Landlord's then effective "Building Standard" tenant improvements, as determined in good
faith by Landlord; (c) the Rent payable hereunder, Including, without limitation, any gross receipts tax, license fee or excise tax levied by any
governmental authority; (d) the possession, leasing, operation, management, maintenance, alteration, repair, use or occupancy of any portion of the
Premises; or (a) this transaction or any document to which Tenant is a party creating or transferring an interest or an estate in the Premises.
ARTICLE G — Il NTENTIONALLY OM ITTEDI
ARTICLE 7-USE OF PREMISES
7.1 Tenant's Permitted Use, Tenant shall use the Premises only for Tenant's Permitted Use set forth in Item of the Basic Lease
Provisions and shall not use or permit the Premises to be used for any other purpose. Tenant shall, At its sole cost and expense, obtain and maintain
in fill force and effect all govermnental licenses, approvals and permits required fm Tenant's Permitted Use, in no case shall Tenant use or suffer or
pcmhit the use ornny portion of die Premises for any Expressly Restricted Use,
7.2 Compliance With Laws and Other Remuirements,
7.2.1 Subject to Section 7.2.2 below, Landlord shall cause die Common Areas and the Base Building to comply with all
Laws, if and when any such action is required by any governmental authority aidlor if and to the extent that any failure of any portion of the
Common Areas or the Base Building to comply with any applicable Laws would: (a) prohibit Tenant from entering into a sublease to any Approved
County Entity of Approved State Entity (as such temps are defined below) in accordance with Section 11.1.2 below; (b) unreasonably and materially
arfect the safety of Tenant's employees or the operation of Tenant's business; or (a) would create a material and significant health hazard for
occupants of the Premises.
7.2.2 Tenant shall tinhcly take all actions required comply in all respects with (and shall cause each of its employees and
occupants to take all actions required comply fit all respects with) and cause the Premises to comply with: (a) nil Laws, now or in die future
applicable to the Premises and Tenant's use thereof (including, without linhitation, any Law requiring any form of improvement or alteration to the
Building); (b) die Rules and Regulations, and (c) all covenants, conditions and restrictions applicable to the Project, In addition, if any modifications
or alterations to any portion of Elie Common Areas- or die Bnse Building (defined below) are required under any applicable Laws as A result of
'tenant's use of the Premises or any of Tenant's Leasehold Improvements, then at the election of Landlord: (i) Tenant shall be responsible for
performing such modifications or alterations, at its expense or (if) Tenant shall, within ten (10) days following Landlord's demand therefor together
with reasonable supporting documentation, reimburse Landlord for all of its costs And expenses incurred in connection with Landlord's pertbnuance
of such modifications or Alterations.
7.2.3 Tenant shall not use the Premises, or pennit file Premises to be used, in any manner, or do or suffer any act in or about
the Premises which:. (A) violates or conflicts with any applicable Law, any of the Rules and Regulations or any covenants, conditions and
restrictions applicable to the Project; (B) causes or is reasonably likely to cause danmge to die Project, the Premises or the Building Systems; (C)
violates A requirement or condition of any policy of insurance covering the Pmjcct and/or the Premises, or increases the cost of'such policy; (D)
constitutes or is reasonably likely to constitute a nuisance. Annoyance or inconvenience to other tenants or occupants or the Project mr its equipment,
factilics or systems or (E) interferes with, or is reasonably likely to intOrfore with, the transmission or reception or microwave, television, radio,
telephone, or other communication signals by Antennae or other facilities located in the Project. Without limiting the gencrallty or the foregoing,
should any federal, suite or local govenumeuml agency having ,jurisdietion with respect to die establishment, regulation or enforcement of
occupatinnaL health or safety standards for employers, employees or tenants impose on Landlord or mi Tenant At any time now or in the future any
requirement or Law relating in Any manner to the Premises or occupancy thereof. Tenant shall, at its sole cost and expense, comply promptly (or at
Landlord's election, bear the cost ofsuch compliance As eflucted by Landlord) with such requirenhent or Law. Tennnt Shull indemnify, defend And
hold harmless Landlord from and Against any and all Claims Arising out oror relating to oily failure of Temmt to perform any orks obligations under
this Section 7,2, Landlord shall not enforce the Rules and Reguhnions in a discriminatory manner; provided tint Landlord shall not be liable to
801 W Ch ie Cenlrcr Dr—C'ip' nfS'narn Ann Lease -1
Tenant for any violation of any of the Rules and Regulations (or any applicable Laws or covenants, conditions and restrictions applicable to the
Project) by any other tenant or occupant of the Project.
7.3 11imirdous Materials, No Hazardous Materials shall be Handled upon, about, in, above or beneath the Premises or any portion
of the Project by or on behalf of Tenant or any other Tenant Parties. Notwithstanding die foregoing, normal quantities of those Hazardous Materials
customarily used in the conduct of general adainisirntive and executive office activities (e.g., copier fluids and cleaning supplies) may be used and
stored at die Premises in compliance with all Laws and the highest prevailing industry standards. Tenant shall: (a) take all actions (or at Landlord's
election, reimburse Landlord for taking all actions) necessary to restore the Premises or any portion of the PrgjecI to the condition existing prior to
the introduction of any Tenant's Hazardous Materials, notwithstanding any less stringent standards or renhediation allowable under applicable
Environmental Laws and (b) shall indemnify, defend and hold harmless Landlord fi•oni and against any and all Claims arising out of or relating to
any Handling by or on behalf of Tenant or any Tenant Party of any Hazardous Materials upon, about, in, above or beneath the Premises or any
Portion of die Project and/or the presence of any Tenant's Hazardous Materials in, on, under or about the Project.
ARTICLE 8 - UTILITIES AND SERVICES
8,1 Buildine Services. Provided that no Event or Default exists, subject to the terms, conditions and standards set forth in this
Lease, Landlord shall furnish or cause to be furnished, as part of Operating Expenses to the Premises, die utilities and services described in Exhibi
"F" attached hereto.
8.2 Interruption of Services, Landlord shall not be liable for any failure to fumish, stoppage of, or interruption in furnishing any of
die services or utilities described in Exhibit "F" when such failure is caused by accident, breakage, repairs, strikes, lockouts, labor disputes, labor
disturbances, governmental regulation, civil disturbances, acts of war, moratorium or other governmental action, or any other cause beyond
Landlord's reasonable control, and, in such event. Tenant shall not be entitled to any damages nor shall any failure or interruption abate or suspend
Tenant's obligation to pay Rent under this Lease or constitute or be construed as a constuctive or otter eviction of Tenant.
ARTICLE 9 - MAINTENANCE AND REPAIRS
9.1 Landlord's Obligations. Landlord shall endeavor to keep the Common Areas of die Building and the Project in a clean and neat
condition. Subject to Section 9.2 below: (a) Landlord shall make all necessary repairs, within a reasonable period following receipt of notice of the
need therefor from Tenant, to the exterior walls, exterior doors and windows of the Building, and to public corridors and other public areas of the
Project not constituting a portion of any tenants' Premises and (b) shall use commercially reasonable efforts to keep all Building Systems used by
Tenant in common with other tenants in reasonable condition and repair, reasonable weer and tear excepted. Except as provided in Section 13.1
there shall be no abatement of Rent, nor shall diere be any liability of Landlord raising from the making of, or failure to make, any maintenance or
repairs, alterations or improvements in or to any portion of the Building or Project. Tenant waives the night to make repairs at Landlord's expense
tinder Sections 19,11 and 1942 of the California Civil Code, and under all other similar laws, statutes or ordinances now or hereafter in effect, amd
waives and releases the right to terminate this Lease under Section 1932(l) of the California Civil Code and under all other similar laws, statutes or
ordinances now or hereafter in effect.
9.2 Tenant's Obligations, During the Tenn of this Lease, Tenant shall, at its sole cost and expense, maintain the Premises in good
order and repair and in a safe, clean and neat condition. Tenant shall muke all repairs to the Premises not required to be made by Landlord under
Section 9.1 above (including, without limitation, repair or replacement, as applicable, of all damaged and broken fixtures and appurtenances) with
replacements of any materials to be made by use of matcria is of equal or better quality. Further, Tenant shall be responsible for, and upon demand by
landlord shall promptly reimburse Landlord for, any damage to any portion of the Project or the Premises caused by: (a) activities of Tenam or any
Tenant Party in o• al the Premises or any other portion of the Project; (b) the performance or existence of any Alterations made by or for Tenant or
any Tenant Party in or to the Premises; (c) the installation, use, operation or movement of Tenmit's Personal Properly in or about die Building or the
Premises; (d) the design, installation or operation orally Alterations that are not consistent with Building Standards (as defined in the Work Letter);
or (a) any act or emission by Tenant or any Tenant Party or any other person permitted in or invited to the Premises or the Project by Tenant or any
Tenant Party.
ARTICLE 10 - ALTERATIONS
10.1 Landlord's Work. Landlord's sole construction obligation under this Lease is set forth in the Work Letter. Except as expressly
provided in die Work Letter. landlord has made no representation or warranty to Tenant and has no obligation to filter, remodel, improve, renovate,
repair or decorate the Premises, the Building, or the Project or any potion thereof Tenant further acknowledges and agrees that no representations
respecting the condition of the Premises, the Building or the Project have been matte by Lnndlmd to Tenant except as specincally set forth in this
Lease.
10.2 Landlord's Consent: Conditions. Except fir Permitted Alterations, Tenant shall not make any Alterations (or allow or permit
any Alterations to be made) without fist obtaining the prior written consent of Landlord, which consent shall be requested in writing not less than
f Been (15) business days prior to the scheduled and actual eonanen cement of an), work therein. All such Alterations: (a) shall comply will, all
applicable Laws, (b) shall be eoullamible (as determined in good faith by Landlord) with the Building and all Building Systems: (c) shall not interfere
with (lie use and occupancy of any other potion ardhe Building or the Project by any other tenants or their invitees; (d) shall not be visible tram the
exterior of the Building or from any Common Areas: and (c) shall not affect tie integrity of the structural portions of the Building. In addition,
Landlord may impose its a condition to its consent m any Alterations. such additional requirements as Landlord in its sole discretion deems necessary
at- desirable (including, without limitation, a requirement for Tenant to obtain (or requim Its contractor to obtain) a completion and lien indenv,ity
bond prior to commencement of tiny Alicrniions), Within ten (10) days of written demand therefor, Tenant stall: (1) reimburse all costs and
expenses incurred by Landlord because of Tenant's Alterations aid (ii) still]] pay Landlord's supervision fee in an amount equal to ten percent (10Y)
or the cast Lit' the Alterations in question (provided that no supervision fee shall be payable with respect to Permitted Alterations). 'Tenant mid
Tenant's contractors shall comply with such construction odes and regulations and building standards as landlord may promulgate front time to
801 If' Civic Cenler Or —City, ofWanur ;Inn Leave -9-
Iime. All direct and indirect costs relating to any modifications, alterations or improvements of the Project or die Building, whether outside or inside
of the Premises, required by any governmental agency or by Law as a condition or as the result of any Al term ion requested or eft-ccted by Tenant
shall be borne by Tenant, and in connection therewith, Landlord may elect to perform such modifications, alterations or improvements (at Tenant's
sole cost and expense) or require such performance directly by Tenant.
10.3 Performil of Aheralions Work. All work relating to all Alterations (other than the initial Tenant Improvements, which will
be performed by Landlord in accordance with the Work Letter) shall be performed by Tenant at Tenant's sole cost and expense and shall be
prosecuted to completion in a diligent, first class manner (and so as not to interfere with any otter tenants or occupants- of the Project), and in
compliance with any plans and specifications therefor that are approved by Landlord, any and all conditions imposed by Landlord thereon, oil
applicable Laws, and tine requirements of all carriers of insurance on the Premises, Building and Project, the Board of Underwriters, Fire Rating
Bureau, or similar organization. Tenant shall not use any portion of the Compton Areas in connection with tie making of any Alterations, and
Tenant shall not modify or alter oily improvements or components of the Building or tie Project outside of tie Premises. Upon completion crony
Alterations (other than Permitted Alterations), Tenant shall deliver to the Building management office, within thirty (30) days following completion
of the Alterations, a reproducible copy of the "as built" drawings of the Alterations together with a CAD file of the "as built" documents of the
Alterations (current version ofAutoCil
10.4 No Liens. Tenant shall pay when due all costs for work performed and materials supplied to die Premises. Tenant shall keep
Landlord, tine Premises, the Project and Tenant's leasehold interest free from all Encumbrances, including, without limitation, any of the same
relating to the Alterations or ally other work performed for, materials furnished to or obligations incurred by Tenant, and Tenant shall indemnify,
defend and hold harmless Landlord, the Premises and the Project of and from any and all Claims arising out of or related to any Encumbrances.
Tenant shall satisfy or otherwise discharge all Encumbrances within five (5) business days after Landlord notifies Tenant in writing that any such
lien, stop notice, claim or encumbrance has been filed. Tenant shall give Landlord not less than five (5) business days' prior written notice before
commencing any Alterations In or about the Premises to permit Landlord to post appropriate notices of non -responsibility.
10.5 Removal and Restoration. All Alterations (and the Tenant Improvements) shall become a part OF the Premises and shall
become ilia property of Landlord upon the expiration or earlier termination of this Lease; provided that by written notice to Tenant, Landlord may
require Tenant to remove some or all of the Leasehold Improvements (after than any Lensehold Improvements diet existed in the Building as of the
Effective Date), in which event, prior to the date of expiration or termination of this Lease, Tenant shall remove the Leasehold Improvements
designated by Landlord to be so removed, and shall restore, patch and repair wry resulting damage to the Premises, Building and Project, all at
Tenant's sole expense. All Tenant's Personal Property owned or installed by Tenant or any other Tenant Party in the Premises shall be and remain
the property of Tenant (or die applicable Tenant Party), and upon tie expiration or earlier termination of this Lease, Tenant shall, at its sole expense,
remove all such items and repair any damage to the Premises or the Project caused by such removal. IFTeru t fails to remove any such items or
repair such damage promptly after the expiration or earlier termination of this Lease, Tenant (or the applicable Tenant Party) shall be deemed to have
abandoned the same, in which case Landlord may store the same at Tenant's expense (and Tenant shall pay Landlord the cost thereof upon demand).
or appropriate the same for itself, and/or sell the same in its discretion, with no liability to Tenant (or the applicable Tenant Party).
ARTICLE II - TRANSFERS
11.1 Restriction: Permitted Subleases.
1 LI.I Restriction. Except as provided in Section 11 I_2 below, Tenant shall not, either involuntarily or voluntarily or by
operation of law or otherwise, make or permit any Transfer without the prior written consent of Landlord in accordance with Section 11,4 below.
Any Transfer in violation of the provisions of this Article I 1 shall be null and void. Notwithstanding anything contained in this Article I to the
contrary, Tenant expressly covenants and agrees not to enter into any lease, sublease, license, concession or other agreement for use, occupancy or
Utilization of the Premises which provides for rental or other payment for such use, occupancy or utilization based in whole or in part on the net
income or profits derived by any person from the property leased, used, occupied or utilized, and that why such purported lease, sublease, license.
concession or other agreement shall be absolutely void.
11.1.2 Permitted Subleases. Notwithstanding the foregoing, Tenant may, upon no less than ten (10) business days' prior
written notice, but without the need to obtain the consent of Landlord, sublease space within the Premises to any Approved Governmental Entities.
Landlord shall cooperate with Tenant's efforts to consummate any such subleases to any such Approved Governmental Entities, including; without
limitation, in connection with any proposed Approved sublease to any Approved Governmental Entity, by using commercially reasonable cftorls to
comply with the State Requirements specified in Exhibit'V attached hereto. Any sublease permitted without the consent of Landlord under this
Section 11.1.2 (a "Pernlltted Sublease") shall not be subject to any the requirements, restriction or limitations set forth in Section I I l Section 1 13,
Section 11.4. Section 1 15, or Section 11.6 below
11.2 NOdec to Landlord. If Tenant desires to make a Transfer (other than a Permitted Sublease), then Tenant shall submit but
Landlord: (a) a Proposed Transfer Notice at least twenty (20) business days (and not more than one hundred eighty (190) days) prior to the eMctivc
date of the proposed Transfer, and (b) four (4) originals of the proposed assignment or sublease or other Transfer document on u limn ,approved by
landlord and four (4) originals of the Lwhdlord's Consent to Sublease or Assignment and Assumption o1'Lease and Consent executed by Tenant cord
the proposed Transferee. 11' Tenant modifies any of die material terms and conditions relevant to a proposed Transfer specified in the Ttailsfer
Notice, Temmt shall resubmit such 'transfer Notice to Landlord for its consent. Following delivery urn Transfer Notice, Tenant shall additionally
provide such other information or materials with respect to tie proposed Tronsl'er and/or Transferee as Landlord may reasonably request. inchrding.
wirhoul limitation. credit reports, business plans, operuing history, bank and character rercrences.
11.3 Landlord's Recapture Rights. At tiny time within twenty (20) business days after Landlord's receipt of all of the information
and documents described in Section I I?.. Landlord may, of its option, in its sole and absolute discretion, by written notice to Tenant. elect to: (it) in
the case of n proposed sublease, sublease the Premises or the portion thereof proposed to be sublet by Tenant upon tie same terms as those offered to
the proposed subtenant; (b) in the case of a proposed assignment, lake on assignment of this Lease upon the some terms us (hose offered to the
901 11'011ir Ceurer Dr—Clrp ufSanrn: nrn Leave -to-
proposed assignee; or (c) terminate this Lease in its entirely or as to the portion of the Premises subject to the proposed Transfer, with a prop onion ale
adjustment in [he Rent payable hereunder if this Lease is terminated as to less than all of Ate Premises, For the avoidance of doubt, this Section 1 13
shall not apply to any Permitted Sublease.
11.4 Landlord's Cnnsent• Standards,
11.4.1 If Landlord does not exercise any of the options described in Section 11.3 above, then within twenty (20) business days
following its receipt or a Transfer Notice (and all of the other items described in Section 11.2 above), Landlord shall notify Tenant whether it will
grant or withhold its consent to the proposed Transfer in accordance with Section 11,4 below, Landlord's consent to any proposed Transfer shall not
be unreasonably withheld; provided, however, that in addition [o any other grounds available hereunder or under applicable Law for properly
Withholding consent to such proposed Transfer, Tenant acknowledges and agrees that it shall be reasonable for Landlord to withhold its consent to
any proposed Transfer if: (a) in Landlord's good faidn judgment: (1) the proposed Transferee does not have the financial strength (taking into
account all of the Transferee's other actual or potential obligations and liabilities) to perform its obligations wilh respect to the proposed Transfer (or
otheiwise does not satisfy Landlord's standards for financial standing with respect to tenants under direct leases of comparable economic scope), (ii)
the proposed Transferee is of a character or reputation or engaged in a business which is not consistent with the quality of the Project or the business
and operations of tine proposed Transferee are not of comparable quality to the business and operations being conducted by direct tenants of Landlord
in the Project or (M) Ilse use of the Premises, the Building or the Project by the proposed Transferee would: (A) significantly increase pedestrian
traffic in and out of the Building and/or tie Project, (B) generate increased loitering in Common Areas, (C) increase security risk:, or (D) require any
alterations to die Building or the Project to comply with applicable Laws; (b) the proposed Transferee has the power of eminent domain, is a
governmental agency or an agency or subdivision of a foreign government; (c) the proposed Transferee intends to use any part of the Premises for a
Purpose not permitted under this Lease; (d) either the proposed Transferee, or any person which directly or indirectly controls, is controlled by, or is
under common control with the proposed Transferee W occupies space in the Project or has negotiated with Landlord within the preceding one
hundred eighty (180) days (or is currently negotiating with Landlord) to lease space In the Project or (H) is a direct competitor or Landlord; (a) an
Event of Default then exists; (1) the proposed Transfer would cause Landlord to be in violation of another lease or agreement to which Landlord is a
party or would give an occupant of ilia Project a right to cancel or modify its lease; (g) any ground lessor at, mortgagee whose consent to such
Transfer is required fails to consent thereto; (h) the terms of the proposed Transfer will allow the Transferee to exercise a right of renewal, right of
expansion, right of first offer, or other similar rights held by Tenant (or will allow ilia Transferee to occupy space leased by Tenant pursuant to any
such right); (i) the proposed Transfer would be on economic terms (based upon effective rental rates) more favorable to the Transferee than the
economic terms then being accepted by Landlord for comparable direct leasing transactions in the Project; or 0) the proposed Transfer would result
in more than three subleases per each full floor of the Premises being in effect at any one time during the Term. For the avoidance of doubt, this
Section 11A.1 shall not apply to any Permitted Sublease
11.4.2 Notwithstanding anything to the contrary in this Lease, if'fenant or any proposed Transferee claims that Landlord has
unreasonably withheld its consent or otherwise acted in a manner not permitted under this Article I I then [he sole remedy of Tenant and such
proposed Transferee if such claim is determined by a court of competent jurisdiction to be successful shall be a declaratory judgment and an
injunction for the reliefsought without any monetary damages or other monetary relief. To the maximum extent permitted by Law, Tenant and each
proposed Transferee hereby waive any and all other remedies, including, without limitation, Oily right at law or equity to terminate this; Lease with
respect to any such claim. Tenant shall indemnity, defend, protect and hold harmless Landlord from any and all Claims involving orasserted by any
third party or parties (including, without limitation, Tenant's proposed 'transferee and/or any broker representing Tenant and/or such Transferee in
connection with a proposed Transfer) claiming they were damaged by Landlord's wrongful withholding or delaying of consent to any proposed
Transfer or other breach of this Article 11. Tenant acknowledges that Tenant's rights under this Article I I satisfy the conditions set forth in Section
1951.4 of the California Civil Code with respect to Olt availability to Landlord of certain remedies for a default by Tenant under this Lease,
11.5 Transfer Prolifs. Subject to tie provisions Of this Article I I if Landlord consents to any Transfer (other than a Permitted
Sublease), Tenant shall pay to Landlord filly percent (50%) of any Transfer I'rofts. Tenant shall provide Landlord with a detailed statement setting
forth the calculation of any Transfer Profits [hat Tenant either has or will derive from a Transfer. Landlord or its representative shall have the right at
all reasonable times to audit tie books and records of Tenant with respect to the calculation of Transfer Profits. If such inspection reveals an
undehpayment by Tenant of Transfer Profits, Tenant shall pay to Landlord the deficiency and tie cost of Landlord's audit within tell (10) business
days afer its receipt orthe results of such audit. For the avoidance of doubt, this Section 11.5 shall not apply to any Permitted Sublease
11.6 Landlord's Costs, With respect to each Transfer (other than a Permitted Sublease) proposed to be consummated by Tenant,
whether or not Landlord shall grant consent, and whether u' not Landlord's consent shall be required, Tenant shall, within ten (10) business days
alter written request by Landlord, reimburse all of Landlord's Review L.epenses relating to Stich proposed 'frasfer. For the avoidance ordoubt, this
Section 11.6 shall not apply to only Permitted Sublease
113 C'mhtlnuine Liabilitv of 'Pena t. Notwithstanding the consummation or attempted consummation of tiny Transfer under this
Article I I (including, but not limited to, any assignment of this Lease), Tenant shall rennin as fully and primarily liable for the payment of Rent and
for ilia performance of all other obligations of the'Tenanl" contained in this Lease to the some extent us irdie Transfer had not occurred. Any act or
omission ofany Transferee ilia[ violates the terms ofthis Lease shall be deemed a default by Tenant under this Leasc. and following expiration of the
applicable notice and cure period, shall be deemed an Event of Default, in which case. Landlord Unity proceed directly against Original Tenant (and/or
ally of its successors ins the "Tenant" hereunder) without the necessity of exhausting its remedies against sucb Trns['cree (notwithstanding the flat
that the Original Tenant (and/or any or its successors as the'TcnanL" herounder) may have assigned all of its right, title and interest in this Lease).
Landlord may consent to subsequent Trnnstrs of this Lease with Transferees of Tenant, upon notice um 'Tenant. but without obtaining its or their
consent thereto, and such action shall not ralicvc Tenant Of its liability under this Lease.
11.8 Non-{Vaivef•, The consent by Landlord to any Transfer shall not relieve Tenanl, or alp Parson claiming though or under
Tenant, or the obligation to obtain the consent Of Landlord. pursuant to this Article 11, to any I'unber Trans['ar. Following any 'Transfer. Landlord
may collect [tent Cool the Transferee without waiving Lilly rights hereunder, and enllcction of the Rem iron a Person Other than'rennnt shall not be
901 fl,Cis le Cower Dr—Cirp OfSana .,tua Leave
Located a waiver of any of Landlord's rights tinder this Article 11, an acceptance of any Transferee as a tenant of Landlord, or a release of Tenant
from the performance of Tena ( ' s obligations under this Lease.
A RTiCLE 12 •SUBORD[NATION AND A170RNM ENT; ESTOPPEL CERTIFICATES; FINANCIAL STATENI ENTS,
12.1 S ubo rdin a lion and AIIorn menI.
12.1,1 This Lease, and die rights and interests of Teni,nt hereunder, are and shall be subordinate to all Security Instruments
which now or hereafter constitute a lien upon or affect the Project, the Building or the Premises and the rights and interests of the Holders of such
Security Instruments. Such subordination shall be effective without the necessity of the execution by Tenant of any additional document for the
purpose of evidencing or elTecling such subordination, In addition, Landlord shell have the right to subordinate or cause to be subordinated any such
Security Instruments to this Lease, and in such case, in die event of the termination or transfer of Landlord's estate or interest in the Project by reason
of any termination or foreclosure of any such Security Instruments, Tenant shall, notwithstanding such subordination, allom to and become the
Tenant of the successor in interest to Landlord at the option of such successor in interest. Furthermore, Tenant shall within live (5) business days of
demand therefor execute any Instruments or other documents which may be required by Landlord or the Holder of any Security Instrument, and
specifically shall execute, acknowledge and deliver within five (5) business days of demand therefor a subordination of lease or subordination of
deed of trust, in the foram required by the Holder of the Security Instrument requesting the document. If requested to do so, Tenant shall attom to and
recognize as Tenant's landlord under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to the Building by
reason of the termination or foreclosure of any Security Instrument, and Tenant shall, within five (5) business days of demand therefor execute any
Instruments or other documents which may be required by Landlord or the Holder of any such Security Instrument to evidence the altomnlent
described in this Section 12.1.1.
12.1.2 Should any current or prospective mortgagee or ground lessor for the Building or the Project (or any portion thereof)
require a modification or modifications of the Lease, which modification or modifications will not cause an Increased costorexpense to Tenant, or in
any other way materially and adversely change the rights and obligations of Tenant hereunder, then and in such event, Tenant agrees that this Lease
may be so modified and agrees to execute whatever documents are required therefor and to deliver the same to Landlord widhin ten (10) days
following Landlord's request therefor. _
12.2 Estoppel Certificates. Tenant shall, upon not less than ten (10) business days prior written notice from Landlord, execute,
acknowledge and deliver to Landlord a statement in writing certifying those facts for which certification Ines been requested by Landlord or any
current or prospective purchaser or current or prospective Holder of any Security Knstrumen4 including, without limitation, that: (a) this Lease is
unmodified and in full force and effect (or setting fords any modifications that have occurred), (b) the dates to which the Base Rent and other forms
of Rent payable hereunder have been paid, (c) whether or not Landlord is in default in the performance of any covenant, agreement or condition
contained in this Lease (and, if so, specifying each such default of which Tenant may have knowledge), and (d) any other facts forwhich certification
is reasonably required by Landlord or custonindly required by any prospective purchaser or Holder to which such estoppel certificate is being
provided. 'flee form of the statement attached hereto as Exhibit "I" is hereby approved by Tenant for use pursuant to this &ction 12.2, but Landlord
shall have the right to use other forms for such purpose. Tenant's failure to execute and deliver such statement within such time shall be conclusive
upon Tenant that this Lease is in full force and effect without modification except as may be represented by Landlord in anysuch certificate prepared
by Landlord and delivered to Tenant. Any statement delivered pursuant to this Section 12.2 may be relied upon by any prospective purchaser,
mortgagee, ground lessor or other like encumbrancer thereof or any assignee of anyeach encumbrance upon the Building or the Project.
121 Frndnetnl S(nteincnls At any link duringdie Teriii,—Teoai t shall; upon 'fiVi: T5) business—Ir ays' poor notice from Landlord,
provide Landlord with then current financial statements and financial statements for each of the two (2) years prior to the then current calendar year
for each of Tenant and die Guarantor (if any). Such statements shall be prepared in accordance with generally accepted accounting principles,
consistently applied, and shall be audited by an independent certified public accountant.
ARTICLE 13—CASUALTI'' TAKING
13.1 Casualty
13.1.1 Repair of the Premises. 'tenant shall promptly notify Landlord in writing (a "Damage Notice") of any casualty event,
damage or condition to which this Section 13.1 is or may be applicable (a "Casualty"), Landlord shall, within a reasonable time after the discovery
by Landlord of any damage resulting font any Casualty ("Casualty Damage"), subject to reasonable delays for insurance adjustment or other
matters beyond Landlad's reasonable control, and subject to all other Let ins of this Section 13.1 begin to repair the damage to the Project and (he
Premises resulting from such Casualty, and shall proceed with reasonable diligence not to exceed 60 days to restore the Project and Premises (the
"Restoration") to substantially (he same condition as it existed before such Casualty, except for modifications required by applicable Laws or
covenants, conditions and restrictions, end modifications dcetned desirable by Landlord; provided, however, that Landlord shall not be required Lo
repair or replace any orthe Leasehold Improvements or any of Tenant's Personal Property (all ofwhich shall be promptly repaired, restored and/or
replaced by Tenant). Landlord shall have no liability for any inconvenience or annoyance to Tenant or injury to Tenant's business as a result crony
Casually, or the Restoration, regardless of the cause therefor. Base Rent, and Additional Rent payable under Sections 4.2 and 4_3, shall abate il'and
to the extent Tenant causes to occupy a material portion of [he Prellikes that was damaged by a Casualty and rendered unfit for occupancy (for the
Permitted Use) as it result thereat'. for Ow period of Lillie commencing on the date Tenant vacutes such damaged portion of the Premises and
continuing until the Premises Rnunration is substantially complete (as reasonably determined by Landlord); provided, however, OWL such abatement
shnll be limited to [he proceeds of rental interruption insurance proceeds with respect to the Premises and such Casualty collected by Landlord.
13.1.2 Excentiuns m landlord's Oblivalinps. Notwithstanding mhylbing to the central) contained in [his Section 13.1.
Landlord shall have lie obligation to repair the Premises and shall leave the right to terminate this Lease in any case where: (a) any poNnu of the
Premises or any material portion of Lhe Pm*l is damaged and (b) any of the following conditions exist: M Landlord estimates in good faith that the
Restoration cannot reasonably be conhplead (without the payment of overtime) within one hundred eighty I130) days of Landlord's discovery of ncc
801 IVCivic Ctl,ter Vr—Chj rrjSaum.bra Leore .12.
C'asonI ty Damage, (H) the Holder of any Security Inshamenl requires any insurance proceeds with respect to such Casualty Damage to be applied to
the outstanding balance of the obligation secured by such Security Instrument, (iii) the cost of the Restm'adon is not fully covered by Insurance
proceeds nvailuble to Landlord and/or payments received by Landlord from tenants, (iv) Tenant shall be entitled to an abatement of Rent under this
Section 13.1 for a period of lime in excess of thirty-three percent (33%) of the remainder of the Term, or (v) such Casualty occurs during the lost
eighteen (18) months orthe Tam (disregarding Extension Terms, if any). Such right of termination shall be exercisable by Landlord by delivery of
written notice to Tenant tit any time following the Casualty until sixty (60) days following the later of: (A) delivery of die Damage Notice or (B)
Landlord's discovery or determination of any of the events described in clauses (i) through (v) of the preceding sentence, and shell be effective upon
delivery of such notice ohermilmdon (or ifTenant has not vacated the Premises, thirty (30) days thereafter).
13.1.3 Waver. Landlord and Tenant agree that Ole provisions of this Section 13.1 and the remaining provisions of this Lease
Shall exclusively govern the rights and obligations of the parties with respect to any and all damage to, or destruction of, all or any portion of the
Premises or the Project, and Landlord and Tenant hereby waive and release each and all of their respective common law and statutory rights
inconsistent herewith, whether now or hereinafter in effect (including, without limitation, Sections 1932(2) and 1933(4) of the California Civil Code,
as amended from time to time).
13,2 Taking. Ifthe whole or a material portion of Ole Premises, the Building or the Project shall be taken under the power ofeminent
domain, or sold to prevent the exercise thereof (collectively, a "Taking"), this Lease shall automatically terminate as of Ole earlier of [he date of
transfer of title resulting 6'om such Taking or the date of transfer of possession resulting from such Taking (the "Taking Date"). In the event of a
Taking of such portion or the Project, the Building or Ole Premises as shall, in the opinion of Landlord, substantially interfere with Landlord's
operation thereof, Landlord may terminate this Lease upon thirty (30) days written notice to Tenant given at any time within sixty (60) days
following the Taking Dale. If a portion of the Premises is so taken and this Lease is not terminated: (a) Landlord shall, with reasonable diligence
and at Landlord's cost (to the extent of the condemnation award received by Landlord), proceed to restore (to the extent permitted by Laws and
covenants, conditions and restrictions then applicable to the Project) the Premises (other than Tenant's Personal Property and Leasehold
Improvements that are not consistent with then Building Standards) to a complete, functioning unit and (b) the Base Rent payable hereunder shall be
reduced proportionately based on the portion of the Premises so taken. Except as expressly provided otherwise in this Section 132, the entire award
for any Taking shall belong to Landlord (without deduction for any estate or interest of Tenant), except that Tenant shall be entitled to independently
Pursue u separate award for the loss of, or damage to, Tenant's Personal Property and Tenant's relocation costs directly associated with the Taking
(but Tenant shall not otherwise assert any claim against Landlord or Vic condenwing authority). No Taking of any portion of the Premises, the
Building or One Protect (or any portion thereof) for a period of less than two hundred seventy (270) days (a "Temporary Toldng") shall terminate
this Lease or entitle Tenant to any abatement of the Rent payable to Landlord under this Lease; provided, however, that any award for any such
Temporary Taking shall belong to Tenant, but only to the extent that the award applies to any time period during the Tenn of Oils Lease. This
Section 13.2 shall be Tenant's sole and exclusive remedy in the event of a Taking. Each party hereby waives the provisions of Sections 1265.130
and 1205.150 of the California Code of Civil Procedure and die provisions orally successor or otter law of like impot.
ARTICLE 14—TNDEMNiFTCATION AND INSURANCE
14A Waiver of Liability and Indannific Rion. Except to the extent expressly provided to the contrary herein, Tenant hereby waives
all claims and causes of action against Landlord and all of the other Landlord Parties for any damage to persons or property (including, without
limitation, loss ol'profits and intangible property) in any way relating to Tenant's use and occupancy of the Premises from any cause whatsoever,
including, without limitation lire, explosion, falling plaster, steam, gas, air contaminants or emissions, electricity, electrical or electronic emanations
or disturbance, water, rain or snow or leaks from any part the Building or fi,om die pipes, appliances, equipment or plumbing works or from the roof,
street or sub -surface or from any other place or caused by dampness, vaudalisnh, malicious mischief, Tenant shall indemnify, defend, protect and
hold hamhless Landlord and each of the Landlord Parties from and against any and all Claims that arise out of, are occasioned by or are in any way
attributable to: (a) the use or occupancy of Ole Premises or ally portion of the Project by Tenant, (b) the acts or mmissions of Tenant or any Tenant
Party, (c) any default of this Lease by Tenant, or (d) any litigation or other proceedings between Tenant and any third party; provided flint Tenant
shall not be required to so indenulify, defend or hold Landlord or any of the other Landlord Parties harmless to the extent that any such Claims arise
out of the gross ncgligenee or willful misconduct of Landlord, its agents or employees.
14.2 Insurance. Al all times during the Tenn of this Lease, Tenant shall: (a) procure and maintain, at its sole expense, One insurance
policies described in Exhibit "G", attached hereto and (b) otaenvise comply with each and all of Ole obligations and requirements set forth in Exhibit
L2, Landlord makes no representation that die insurance coverage specified to be carried by Tenant pursuant to this Exhibit "G" is adequate to
protect Tenant against Tenant's undertakings under the terms oflh(s Lease or otherwise, and if Tenant believes that such insurance coverage required
under this Lease is insufficient, at its own expense, Tenant shall provide such additional insurance as Tenant Violas adequate,
14.3 Wilk cr of Suhrocalion. Notwithstanding may provision of this Article 14 to the contrary, Landlord and Tenant intend dint their
respective property damage loss risks shall be borne by their respective insurance carriers to the extent of the property damage insurance that each of
Landlord and Tenant are required to carry under Exhibit "U, and except as expressly provided otherwise in this Lease, in the event of a properly
loss. each or Landlord and 'renant hereby agree to look solely in, and seek recovery only from, their respective property danmge insurance carriers to
the extentthat such property loss is of a type that is covered by the property damage insurance if is required to curry under Exhibit "G". As long as
such waivers of subrogation are reasonably available, each of the parties hereto hereby waives all of its rights and claims against each of the other
polies Ihcreto for such losses, and provided such waiver of subrogation shall not effect the right of' such party as the insured under its property
damage policy (or policies) in recover (hereuuder, waives all of the rights of'subrugulion orite property damage insurers. The parties hereto further
agree that, so long as no material additional premium is charged therefore, their respective property insurance policies are now, or shall be, endorsed
such that [lie tineguing waiver ursubrugution shall not atlect the right of the insured to recover thereunder.
ARTICLE) — Q'ICNTS OF DFFIULT1ND RF\I EDIES
15.1 Eneats of Der nit it" Tenant. Tile occurrence of any of the rulluwing shall constitute a material delhull and breach or this
Lease by 1 coast (:m "Even( of Uefnu ll" t
801 DV'Chk Cenmr Or— Ql, ufSnnbvt uu Lance -13-
15.1.1 Any failure by Tenant to pay any Rent or any other charge required tube paid under this Lease, or any part thereof (or
to perform any of its obligations under Article 6 above), if such failure continues for three (3) days following Landlord's delivery of written notice
thereof,
15.1.2 The abandonment of the Premises by Tenant, or the vacation of the Premises by Tenant for a period of ten (10)
consecutive days (with or without the payment of Rent), or the failure or Tmoit to take occupancy of the Premises within thirty (30) days of the
Commencement Date (it being agreed that the fact that any orTernint's Property remains in the Premises shall not be evidence that Tenant has not
vacated or abandoned the Premises).
15A.3 Any failure by Tenant to execute and deliver any statement or document described in Article 12 requested by Landlord
within the time periods specified therein, If such failure continues for three (3) days after Landlord's delivery of written notice thereof.
15.1.4 The failure by Tenant to observe or perform any other provision of this Lease to be observed or performed by Tenant,
other than those described in Sections 15.1.1. I1_I.2 and 15,U above, if such failure continues for twenty (20) days (except where a different period
of time is specified in this Lease, in which case such different time period shall apply) after Landlord's delivery of written notice thereof,- provided,
however, that if the nature of the default is such that it cannot be cured within the twenty (20) day period, no Event of Default shall exist if Tenant
commences the curing of the default wiflibi the twenty (20) day period and thereafter diligently prosecutes the same to compledon.
15.1.5 The making or furnishing by Tenant of any warranty, representation or statement to Landlord in connection with this
Lease, or any other agreement to which Tenant and Landlord are parties, which is false or misleading in any material respect when made or
famished.
15.1.6 The assignment, subletting or other Transfer, army attempted assignment, subletting or other, Transfer, of this Lease in
violation of Article 11.
15.1.7 The filing or execution or occurrence of any one of the following: (a) a petition in bankruptcy or other insolvency
proceeding by or against Tenant or any general partner of Tenant, (b) a petition or answer by Tenant or city general partner of Tenant seeking relief
under any provision of the Bankruptcy Act, (c) an assignment by Tenant or any general partner of Tenant for the benefit of creditors, (d) a petition or
other proceeding by or against Tenant or any general partner of Tenant for the appointment of a Lmstee, receiver or liquidator of Tenant or any
general partner of Tenant or any property of Tenant or any general pormer of Tenant, (e) n proceeding by any governmental authority for die
dissolution or liquidation of Tenant or any general partner of Tenant or any other instance whereby Tenant or any general partner of Tenant shall
cease doing business as a going concern, or (f) an admission by Tenant or any general partner of Tenant of its inability to pay its debts 0 they
become due. -
15.1.8 The default by tiny guarantor of Tenant's obligations hereunder under any guaranty of this Lease, the attempted
repudiation or revocation of any such guaranty or die participation by any such guarantor in any other event described in this Section 15.1 (as if this
Section 1518 referred to such guarantor In place ofTeuant).
15.1.9 Any default that continues beyond die applicable notice mid cure period by Tenant or any Affiliate of Tenant under any
lease (other than this Lease) between: (a) Landlord or any Affiliate of Landlord and (b) Tenant or my Affiliate of Tenant.
All of the notices described in this Section 15.1 shall be in lieu of, and not in addition to, any notice required under Section 1161 of the
California Code of Civil Procedure or any other law now or hereafter in effect requiring that notice of default be given prior to the commencement of
an unlawful detainer or other legal proceeding.
15.2 Remedies, Upon the occunence of tiny Event of Default by Tenant, in addition to any other remedies available to Landlord at
law or in equity, without any further notice or demand whatsoever Landlord shall have the option to pursue any one or more of the remedies
described in Section I of Exhibit "ti", attached hereto, each ,and all ofwhich shall, subject to applicable law, be cumulative and nonexclusive (and all
of the other provisions of. a •lion I of Exhibit `H" shall apply to an Event of Default by Tenant hereunder).
ART]CLE 16—LANDLORD DEFAULT; LANDLORD'S I 1 \B111TV
16.1 Landlord Default. Landlord's failure to perfirm or observe any orits obligations under this Lease shall constitute a material
defauII by Landlord under tit is Lease (a "Land ford Default") only if such to! Iure shall continuo for a period of thirty (30) days after landlord (mid
each Notified Party) receives written notice from Tenant specifying (and describing in reasonable detail) the alleged default (and identifying the
applicable Lease pmvision(s)); provided, however, that if the mature of the default is such that it cannot he cured within the thirty (30) day period, no
Landlord Default shall exist if Landlord (or any Notified Party) eommmnces the curing of the applicable default within thirty (30) days following its
receipt of Tenant's default notice and thereafter diligently prosecutes the sonic to completion. Subject to the remaining provisions of this Lease,
following die occurrence of any Landlord Default, Tenant shall have the right to pursue my remedy available under Law for such Landlord Default
by Landlord; provided, however, that in no case shall Temanl have any right to terminate this Lease on necount orany such landlord Default.
16.2 Landlord's Lease Undn•tnkines. Notwithstanding anything to the contrary contained in this Lease or any other Lease
Documents, it is expressly understood and agreed by and between the parries hereto that: (a) the recourse of Tenant or its successors or assigns
against Landlord (and the liability of Landlord to Tenant, its successes and assigns) with respect to: (i) many actual or alleged breach or breaches by
or on the part ar Landlord of any of Landlord's Lease Undertakings or (ii) any matter relating to Tenant's use or occupancy critic Premises shall be
limited to an amount equal to the lesser of: (x) Landlord's equity interest in die Building and (y) the equity, interest Landlord would have in the
Building if the Building were encumbered by independent secured fiiumcing equal to eighty percent (80%) of the value of dhe Building; (b) Tenant
shall have no recourse against any other assets of Landlord or any other Landlord Parties (or their ofliceis, directors or shareholders); (c) except to
the extent of Landlord's equity interest in the Building(to the extent provided above), no personal liability or personal responsibility of any sort with
respect to tiny nt'Landlord's Lease Undertakings as, any alleged hreach thereof is assumed bv, or shall ut my time be asserted or eulbrevable ocainsl.
801 ll'C'hle Cenrer Dr— Cio, n/'Srrnnr;Inn Lease .14,
Landlord or any of the other Landlord Parties, and 0) at no time shall Landlord be responsible or liable to Tenant for any lost profits, loss economic
opportunities or any form of consequential damage as the result of any actual or alleged breach by Landlord of Landlord's Lease Undertakings or in
connection with any ather matter relating to Tenant's use or occupancy of the Premises.
16.3 Sale by Landlord. A sale or conveyance by Landlord of the Project or of any portion thereof containing the Premises shall
Operate to release Landlord from any liability with respect to any of the agreements, obligations, covenants or conditions, express or implied, herein
contained in favor of Tenant (hot are to be perfomed after (and/or that first accrue after) such sale or conveyance, and Tenant agrees to look solely to
the successor in interest of Landlord in and to this Lease for the performance of all o the agreements, obligations, covenants or conditions, express or
implied, herein contained in favor of Tenant that are to be performed after (or that first accrue after) such sale or conveyance (and for satisfaction or
all liabilities arising out of the same). This Lease shall not be affected by any such sale, however, and Tenant agrees to attorn to the purchaser or
assignee, such adornment to be effective and self -operative without the execution of any further instruments by anyof the parties to this Lease.
ARTICLE 17-MISCELLANEOUS
17.1 Lglm. All notices, requests and/or demands which Landlord or Tenant may be required, or may desire, to serve on the other
(or any Holder) shall, except as expressly provided otherwise herein, be in writing and may be served, as an alternative to personal service, by
mailing the same by registered or certified mail, postage prepaid, or by a reputable overnight courier service, which provides evidence or delivery,
addressed to the Landlord at the address for Landlord set forth in Item 11.2 of the Basic Lease Provisions and to Tenant at the address for Tenant set
forth in Item 11.1 of file Basic Lease Provisions, or, from and after the Commencement Date, to the Tenant at die Premises whether or not Tenant has
departed from, abandoned or vacated the Premises, or addressed to such other address or addresses as either Landlord or Tenant may front time to
time designate written notice to the other. Any such notice, request or demand shall be deemed to have been served at the time the same was posted.
17.2 Brokers. The parties recognize as the broker(s) who procured this Lease, tine firm(s) specified in ltem_2 of the Basic Lease
Provisions and agree that Landlord shall be solely responsible for the payment crony brokerage commissions to said broker(s), and that Tenant shall
have no responsibility therefor unless written provision to the contrary has been made a part of this Lease. if Tenant has dealt with any other person
or real estate broker in respect to leasing, subleasing or renting space in die Building, Tenant shall be solely responsible for the payment of any fee
due said person or firm and Tenant shall protect, indemnity, hold harmless and defend Landlord from any Claims relating thereto.
17.3 Rights Reserved by Landlord.
17.3.1 Entry by Lnndlord. Landlord may enter the Premises at all reasonable limes to: (a) inspect the same; (b) exhibit die
salve to prospective purchasers, lenders or tenants; (c) determine whether Tenant is complying with all of its obligations under this Lease; (d) supply
janitorial and other services to be provided by Landlord to Tenant under this Lease; (e) post notices of non- responsibility; (a) exercise any of
Landlord's lights or perform any of Landlord's obligations under this Lease, (t) make repairs or improvements is or to the Project or the Premises
(provided, however, that all such work shall be done as promptly as reasonably possible and so as to cause as little interference to Tenant as
reasonably possible) or (g) for any other reasonable purpose. Tenant hereby waives any claim for damages for any injury or inconvenience to, or
interference with, Tenant's business, any loss of occupancy or quiet enjoyment oFdie Premises or any other loss occasioned by such entry. Landlord
shall at all limes have and retain a key with which to unlock all of the doors in, on or about the Premises (excluding Tenant's vaults, safes and similar
areas designated by Tentan in writing in advance), and Landlord shall have die right to use any and all means by which Landlord may deem proper to
open such doors to obtain entry to the Premises, and any entry to the Premises obtained by Landlord by any such means, or otherwise, shall not under
any circumstances be deemed or construed to be a forcible or unlawPol entry into or a detainer of the Premises or an eviction, actual or constructive,
of Tenant from ally part of tine Remises. Such entry by Landlord shall not act as a termination of Tenant's duties under this Lease. If Landlord shall
be required to obtain entry by means other than a key provided by Tenant, the cost of such entry shall be payable by Tenant to Landlord.
17.3,2 Right to Least; Prniect or Building None and Si -maze, Landlord reserves the absolute right to: (a) lease space in
the Project and to ereale such other tenancies in the Project as Landlord, in its sole business judgment, shall determine is in the best interests of the
Project; (b) to change die name or street address of the Building and/or the Project; and (c) to install, affix and maintain any and all signs on the
exterior and on die interior of the Building and/or the Project as Landlord may so desire, in its sole discretion. Landlord does not represent and
Tenant does not rely upon any specific type or number or tenants occupying any space in the Building or the Project during the Tenn of this Lease.
Tenant shall not, without the prior written consent of Landlord, use the name of the Building and/or the Project, or any piclnres or illustrations ofthe
Building and/or the Project. in Tenants advertising or in any miner publicity, and to the extent that Landlord grants such consent, shall refer to the
Building and/or (he Project by the name designated by Landlord.
17.3.3 The Other Improvements. If portions of the Project or property adjutant to the PRerject (collectively, the "Other
I mprovements") are owed by an entity other than Landlord, Landlord, at its option, in its sole and absolute discretion, may enter into an agreement
with the owner or owners of any or all of the Other Improvements to provide: (a) for reciprocal rights of access and/or use of the Project and the
Other Improvements; (b) for the counuon management, operation, maintenance, improvement and/or repnfr oral) or any portion orthe Project and
the Other Improvements; (c) for the allocation of a portion of the Operating Expenses to the Other Improvements and the operating expenses uod
taxes for the Other Improvements to the Project; and (d) for the use or improvement of the Other Improvements and/or the Project in connection with
(he improvement, construction7 and/ore excavation of the Other Improveuncnls and/or the Project. Nothing contained herein shall be deemed or
construed to limit m ulhcrnvlsc affect Landlord's right to convey all or any Peltier Of the Project or may other of Landlord's rights described in this
Lease
17.3.4 Renovation or the Protect and Other Inrurovemen(s/Consluction or New Improvements. Tenant acknowledges
that portions of the Project and/or the Odrer Improvements may he corder constnetion following Tenants occupancy of the Premises, and that such
construction may result in levels ornoise. dust, obsuvction of acccss. etc. which are in excess of thus present in a fully constructed project. Tenant
acknowledges and ugrecs that Landlord may alter. remodel, improve and/or renovate (collectively, the "Construction Worle') the Building.
Premises, and/or the Project (including, without limitation, by constructing new improvennents in Common Areas), and in connection with any
Construction Work, Lnndlord mnv. among other things, erect scail'olding or other necessary structures in the Building, m elsewhere its us at the
01 IVC&ie Center Dr-C'ip• of.Snolu el nn Leave - i-
Project, restrict access to portions a the Project, including portions of the Common Areas, or perform work in the Building and/or the Project.
Tenant hereby agrees that such Construction Work and Landlord's actions In connection with such Constriction Work shall in no way constitute a
constructive eviction of Tenant nor entitle Tenant to any abatement of Rent. Landlord shall have no responsibility or liability to Tenant for any
injury to or interference with Tenant's business arising fivm any such Construction Work, and Tenant shall not be entitled to any damages from
Landlord for loss of use of the Premises, in whole or in part, or for loss of Tenant's personal property or improvements, resulting from the
Construction Work or Landlord's actions in connection therewith or for any inconvenience occasioned by such Construction Work or Landlord's
actions in connection therewith.
17.3.5 Otlter Rights Reserved by Landlord. Landlord reserves the following rights exercisable without notice (except as
otherwise expressly provided to the contrary in this Lease) and without being, deemed an eviction or disturbance of Tenant's use or possession of the
Premises or giving rise to any claim for set-off or abatement of Rent: (a) to designate and/or approve prior to installation, all types of signs,. window
shades, blinds, drapes, awnings or other similar items, and all internal lighting that may be visible from the exterior of the Premises and,
notwithstanding the provisions of Article 10 the design, arrangement, style, color and general appearance of the portion of the Premises visible from
the exterior, and contents thereof, including, without limitation, furniture, fixtures, signs, art work, wall coverings, carpet and decorations, and all
changes, additions and removals thereto, shall, at all times have the appearance of premises having the same type of exposure and used for
substantially the same purposes that are generally prevailing in first class office buildings in the area; (b) to display the Premises and/or the Building
and/or the Project to mortgagees, prospective mortgagees, prospective purchasers and ground lessors at reasonable hours upon reasonable advance
notice to Tenant; (c) to change the arrangement of entrances, doors, corridors, elevators and/or stairs in the Building and/or the Project, provided no
such change shall materially adversely affect access to the Premises; (d) to grant any party the exclusive right to conduct any business or render any
service in lice Building or in the Project, provided such exclusive right shall not operate to prohibit Tenant from using the Premises for the purposes
permitted under this Lease; (e) to prohibit the placement of vending or dispensing machines of any kind in or about the Premises other than for use by
Tenant's employees; (f) to prohibit the placement of video or other electronic games in the Premises; (g) to have access for Landlord and other
tenants of the Building to any mail chutes and boxes located in or on the Premises according to the rules of the United States Post Office and to
discontinue any mail chute business in the Building and/or the Project; (It) subject to Tenant's rights of access under Section 2.1.3to close the
Building after normal business hours, except that Tenant and its employees and invitees shall be entitled to admission at all tlnnes tinder such roles
and regulations as Landlord prescribes for security purposes; ([) to install, operate and maintain surveillance systems which monitor, by closed circuit
television or otherwise, all persons entering or leaving die Building and/or the Project; Q) to install and maintain pipes, ducts, conduits, wires and
structural elements located in the Premises which serve other parts or other tenants orate Building and/or the Project; (k) to retain at all limes master
keys or pass keys to die Premises; (1) to modify, change, add to or delete the design, configuration, layout, slze, ingress, egress, areas, method of
operation, and other characteristics of or relating to the Parking Facilities at any time, and/or to provide for nonuse, partial use or restricted use of
portions thereof, (m) to delegate control of the Parking Facilities to a parking operator (and/or to master lease the Parking Facilities to a parking
operator) in which case Landlord may assign any or all of the rights, including rights of control, attributed hereby to the Landlord to such parking
operator, and (it) to take (and require Tenant to take) reasonably appropriate action to comply with any Law or mandatory controls or voluntary
controls promulgated by any governmental or quasi -governmental authority or public utility relating to: (i) the use or conservation of energy, water,
gas, light or electricity, reduction of automobile or other emissions, or die provision of any other utility or service and/or (ii) the reduction and/or
management of traffic, hansponadon or parking in or around the Project.
17.4 Light and Atr. No diminution m shutting off of any light, air or view by any structure now or hercaller erected shall in any
manner affect this Lease or the obligations of Tenant hereunder, or increase any of the obligations of Landlord hereunder.
173 Force Mnienre, Landlord shall incur no liability to Tenant with respect to, and shall not be responsible for any failure to
perform any of Landlord's obligations hereunder if such failure is caused by any reason beyond die control of Landlord, including, but not limited to,
strike, labor trouble, governmental rule, regulations, ordinance, statute or Interpretation, or by fire, earthquake, civil commotion, or failure or
disruption of utility services (a "Force Majcure Event,'). The amount of time for Landlord to perform any of Landlord's obligations shall be
extended by the amount of time Landlord is delayed in performing such obligation by reason or tiny such Force Majeure Event whether similar to or
different from the foregoing types of occurrences.
17.6 Atinruevs' Fees: Governing Law; No Counterclaim choice of Laws• Waiver orJury Trial
17.6.1 Attornevs'Rees. IPeilher Landlord or Tenant shall commence any action or other proceeding against the other arising
out of, or relating to, this Lease or the Premises, the prevailing party shall be entitled to recover from the losing party, In addition to any other relief,
Its actual attorneys' fees irrespective of whether or not die action or other proceeding is prosecuted to judgment and irrespective of any court
schedule or reasonable nttorneys' fees. In addition, Tenant shall reimburse Lnndlord, upon demand, for all reasonable attorneys' fees• incurred in
collecting Rent or otherwise seeking enforcement against Tenant, its sublessees and assigns, cfTenant's• obligations under Ili is Lease.
17.6.2 Governing Law, This Lease shall be governed by, and construed in accordance with, the laws of file state of
Cndfomia (without regard to its conflict of laws principles).
17.6.3 Chu[ce orjurisdiction. Tenant hereby submits to local jurisdiction in the State of California and agrees that any
action by Tenant ngoinsl Landlord shall be instituted in the State of California and that Landlord shall have personal jurisdiction over Tenant for any
action brought by Landlord against Tenant in the State of Colil'ornia.
17.6.4 waiver or Trial by .Inv. TO TIE FULLEST EXTENT PERMITTED BY LAW, LANDLORD AND TENANT
F.ACTI EXPRESSLY WAIVE THEIR RIG[ IT TO TRIAL BY JURY IN ANY TRIAL HELD AS A RESULT OF A CLAIM ARISING OUT OR OR
IN CONNECTION WITH THIS LEASE IN WHICII LANDLORD AND TENANT ARE ADVERSE PARTIES, rHL RILING OF A CROSS.
COMPLAIN'f BY ONE AGAINST" I'I IE OTHER IS SUFI7ICIENTTO MAKE TFTE PARTIES "ADVERSE"
17.7 OFAC Compliance. Tenant represents, warrants and covenants to Landlord: (a) that neither the Tenant nor pry person or entity
that directly ohms a 10%or greater equity interest in it rurally of its o[licers. directors or managing members is a person or entity with whom U.S.
T01 W Cirlr Crrt!¢r Dr—Cip•, fs„n,,,,t,,,, Leme -16-
persons or entities are restricted from doing business under OFAC regulations (including those named on OFAC's Specially Designated and Blocked
Persons List) or under any statute, executive order (including, without limitation, Executive Order 13224, or other governmental action, (b) that
Tenant's activities do not violate the Money Laundering Act, and (a) that throughout the Tenn of this Lease the Tenant shall comply with Executive
Order 13224 and with the Money Laundering Act.
17.8 State Snecifre Requirements,
17.8.1 Ca I to rn is Civil Cndc Section 193S. As of the dale of this Lease, the Premises, Building and Project have not been
inspected by a Certified Access Specialist ("CASp") as referred to in Section 1938 of the California Civil Code. A CASp can inspect die subject
premises and determine whether the subject premises comply with all of the applicable cousauctiomrelaed accessibility standards understate law.
Although slate law does not require a CASp inspection of the subject premises, the commercial properly owner or lessor may not prohibit the lessee
or tenant from obtaining a CASp inspection of the subject premises for die occupancy or potential occupancy of the lessee or tenant, if requested by
the lessee or tenant, The parties shall mutually agree on the IlMangements for the time and manner of the CASp inspection, the payment of the fee for
the CASp inspection, and the cost of making any repairs necessary to correct violations of construction -related accessibility standards within the
Premises.
17.8.2 California Public Resources Code Section 25402.10. Pursuant to California Public Resources Code Section
25402.10 and the regulations adopted thereunder (together with any future law or regulation regarding disclosure of energy efficiency data with
respect to the Project, the "Electrical Energy Disclosure Laws"): (a) Landlord is or may be required to disclose to third parties (including, without
limitation, prospective purchasers, lenders and tenants oflhe Project) information concerning die amount of electrical power consumed at the Project
("Electrical Energy Use Disclosures"), and (b) in order to make such Electrical Energy Use Disclosures, Landlord may need to obtain information
regarding Tenant's consumption of electrical power in the Premises (if and to the extent that delivery of electrical power to the Premises or any
applicable portion thereof that is measured by a meter in Tenant's name). Accordingly, Tenant agrees to cooperate with Landlord in connection with
any such Electrical Energy Use Disclosures, including, without limitation, by providing to Landlord, within ten (10) days following Lessor's request
therefor: (i) copies of (or access to) bills or other records reflecting the delivery of electrical power to die Premises or any applicable portion thereof
that is measured by a meter in Tenant's name and/or (ii) other information (such as without limitation, the number of employees regularly working at
the Premises (or any applicable portion thereof), die types of equipment regularly used at the Premises (or any applicable portion thereof) and/or the
regular operating hours at the Premises (or any applicable portion diereoo) that is reasonably required for Landlord to estimate the amount of
electrical power consumed at the Premises.
17.9 Fair Employment Piactiees/Nmo-Discrimination. Landlord agrees, subject to applicable laws, rules and regulations, dint no
person shall be subject to discrimination in the performance of this Lease on the basis of race, color, religion, national origin, sex, sexual orientation,
gender identity, AIDS, HIV status, age, disability, handicap or veteran status. Landlord shall take affirmative action to ensure that applicants are
employed and that employees are treated during employment without respect to any of these bases, including but not limited to employment,
upgrading, demotion, transfer, recruitment, recruitment advertising, layoff, termination, rates of pay or other forms of compensation, and selection for
training, including apprenticeship.
17.10 interpretation, Tenant acknowledges that it has read and reviewed this Lease and Calf it has had the opportunity to confer with
counsel in die negotiation of this Lease. Accordingly, this Lease shall be construed neither for nor against Landlord or Tenant, but shall be given a
Fair and reasonable interpretation in accordance with the meaning of its terms and the intent of the parties, All captions, headings, titles, numerical
references and computer highlighting are for convenience only and all nII have nu effect on the interpretation of this Lease. All terms and words used
in this Lease, regardless of the number or gender in which they are used, shall be deemed to include the appropriate number and gender, as the
context may require, Each covenant, agreement, obligation or other provision of this Lease to be perforated by Tenant are separate and independent
covenants of Tenant, and not dependent on any other provision of this Lease. Time is of Ilia essence of this Lease and die performance of all
obligations hereunder. In die event any provision of this Lease is found to be unenforceable. the remainder of this Lease shall not be affected, and
any provision found to be invalid shall he enforceable to the extent permitted by law. The parties agree that it two different interpretations may be
given to any provision hereunder, one of which will render the provision unenforceable, and one of which will render the provision enforceable, the
interpretation rendering the provision enforceable shall be adopted.
17.11 No Partnership at, Joint Vcnturc; No Third Party Beneficiaries. Nothing contained in this Lease shall be deemed or
construed to create the relationship of principal and agent, or partnership, or joint venture. or any other relationship between Landlord and Tenant
other than landlord and tenant. Landlord shall have no obligations hereunder to any person or entity other than Tenant or any person or entity
claiming through Tenant, and no other parties shall have any rights (hereunder as against Landlord For tie avoidance of doubt, it is understood and
agreed that Persons that are Landlord Parties are intended third party beneficiaries of and shall have the right to enforce Sections 14, 1, 14.2 14.3 and
16.2 above
17,12 Entire Agreement; .Amendment: Successors: Survival of Obligations. This Lease contains all of the agreements and
understandings relating to die lousing of the Premises and die obligations of Landlord and Tenant in connection with such leasing. Landlord has not
anade, and Tenant is not relying upon, any warranties, or representations, promises or statements made by Landlord or any agent of Landlord, except
those expressly set forth herein. This Lease supersedes arty and all prior agmemcuts and understandings bchvicen Landlord and Tenant and alone
espresscs the agreement of the parties. This Lease shall not be amended, changed or and red in any way unless in writing executed by Landlord
and Tenam. landlord shall not have waived or released any of its rights hereunder unless in writing and executed by the Landlord. Except as
expressly provided heein, this Lease and the obligations of Landlord and Tenant contained herein shall bind or inure to the benefit of Lnu dlod and
Tenant and dncir respective successors and assigns, provided this clause shall not pennit and Transl''er h,\ Tenant contrary to the provisions of Article
11, Any obligations ol'Tennat accruing prior to the expiration of this Lease shall survive the lenuinatiun of this Lease, and 'Tenant shall promptly
per!'urm all such obligations whether or not this Lease has expired.
17.13 Prohibition Against Recording. Neither this Lease nor oily memorandum. nftidavit or other writing with respect therein shall
be recorded by Tenant or by anyone acting through, under or in behalf ol'Tenant.
801 tr'Ch•ie Uwter Or— City ofSnimAnct Lenre -17-
17.14 Confidentiality. Tenant agrees that: (a) the tennis and provisions of this Lease are subject to the terms of the California Public
Records Act and Freedom of Infomintion Act
17.15 No Offer to Lease. The submission of this Lease (o Tenant or its Broker or other agent, does not constitute an offer to Tenant to
lease the Premises. This Lease shall have no force and effect until: (a) it is executed and delivered by Tenant to Landlord, (b) it is fully reviewed
and executed by Landlord and (c) all conditions to the eflecliveness of this Lease are satisfied (or waived by the applicable party); provided,
however, that, upon execution of this Lease by Tenant and delivery to Landlord, such execution and delivery by Tenant shall, in consideration of the
time and expense incurred by Landlord in reviewing this Lease and Tenant's credit, constitute an offer by Tenant to Lease the Premises upon the
teats and conditions set forth herein (which offer to Lease shall be irrevocable for twenty (20) business days following die date of delivery).
17.16 Authority. If Tenant signs as a corporation, partnership, limited liability company or other similar entity, each of qae persons
executing this Lease on behalf of Tenant does hereby covenant and warrant that Tenant Is a duly authorized and existing entity, that Tenant has and is
qualified to do business in the state of California, that Tenant has full right and authority to enter into this Lease, and that each of both of the persons
signing on behalf of Tenant are authorized to do so. Upon Landlord's request, Tenant shall provide Landlord with evidence reasonably satisfactory
to Landlord confirming the foregoing covenants and warranties. The person executing this Lease on behalf of Landlord hereby covenants and
warrants that Landlord has full right and authority to enter into this Lease and that the person signing on behalf of Landlord is authorized to do so.
17.17 Counternartst Facsimile Execution, This Lease may be executed in counterparts each of which shall be deemed as an original,
but all of which taken together shall constitute one and the same document, Each of the parties hereto agree that the delivery of an executed copy or
counterpart of this Lease by facsimile or email shall be legal and binding and shall have die same full force and effect as if an original executed copy
or counterpart of this Lease had been delivered.
ISignahtres Appear on Ne.ri Page/
801 It'Clric Center Dr— C1111 ofSama eirtn Grace is-
IN NI -IN I:SS W111:10i0f. Iis Lease is he ruby executed as oft Ile Effective Date.
LAND1.0R D:
'I"ENAN'I :
CF SA NTA NA, LLC. T[IE CITY OF SANTA ANA,
a Delaware limited Iiab `' a Municipal cogieralion.
By: yr
Name. Andrew Osborno Name: Cvnlhin J. Kurtr
'fide: Authorized Slcgna.cry _
Title: Interim City Manager
ATI'CS'I'i 1 ��'"
By: v
Name: Muria Huiinr
Title: Clerk of the Council
Effective Date: .2017
APPROVED AS TO FORM:
Sonia R. Curvalho, City Attorney
Lisa Storck, Asst. City Attorney
RECOMMEND APPROVAL:
Robeft. M. Zur Sc de, Interim ESCeative Director
Community Development Agency
801 II' Grit C'delrr Dr —Cite nf.Snrun; l nr, Lras„ .19-
i
EXHIBIT 13
NOTICE OF LEASE TERM DATES
To: City of Santa Ana
801 W. Civic Center, Suite 200
Santa Ana, CA 92701
Attn: Deborah Sanchez
A-2017-264-02
Re: Office Lease dated October 7, 2017 (the "Lease") between CF SANTANA, LLC, a Delaware limited liability
company ("Landlord"), and the City of Santa Ana, a charter city and municipal corporation {"Tenant") concerning Suite 200 on
floor 2 of the office building located at 801 West Civic Center, Santa Ana, California
Deborah Sanchez;
In accordance with the Lease, we wish to advise you andlor confirm as follows;
1. The Premises am substantially completed, and the Term shall commence on or has commenced on June It,
2018 for a term of sixty (60) months ending on Jun 30, 2023.
21 Base Rent commenced to accrue on June 11, 2018 in the amount of $42,506.20 per month and as more
particularly set'forth in stein 4 of the Basic Lease Provisions of the Lease.
3. If the Commencement Date is other than the first day of the month, the first billing will contain a pro rate
adjustment. Each billing thereafter, with the exception of the final billing, shall be for the full amount of the monthly installment
as provided for in the Lease.
4. Your rent checks should be made payable to CF SANTANA, LLC, 2101 Rosecrans Avenue, Suite 3270, El
Segundo, CA 90245 Attn: Ken Quach, Accounting Manager.
5. The Premise contains 19,321 RSP,
6. Tenant's Proportionatc Share is 15,561%l
LANDLORD: CF Santana, LLC,
.,,,,.QiuDe1�C'lltinfv3 ae , i mpa..
Name: l�B1t rQW ir�j0�p�
Title:
Authorized Signatory
TENANT: THE CITY OF SANTA ANA,
a Municipal corporation
r
By:
Print Name: Raul Op inez I
Title: City manaaer
AfW ®VED AS TO FORM Maria D. Tluizar
/ t ) n Clerk of the Council
City Attorney
EXHIBIT "C"
WORK LETTER
THIS 1VORK LETTER (this "Work Letter") is attached as Exhibit C to that certain Office Lease (the "Lease") by and between CF
SAN'TANA, LLC, a Delaware limited liability company ("Landlord") and THE CITY OF SANTA ANA, a Municipal corporation. ("Tenant").
This Work Letter sets forth die terns, covenants and conditions relating to the construction and installation orthe Tenant Improvements in the Initial
Premises. All capitalized terms used herein nototherwise defined herein shall have die meanings attributed to such terms in the Lease.
1.1 Landlord's Architect and the Engineers. Landlord shall engage (a) Fraser McClellan or another qualified interior architect
selected by Landlord ("Landlord's Architect") to prepare die Construction Drawings (defined below) for the Premises based upon the Final Space
Plan (defined below) and (b) engineering consultants selected by Landlord (the "Engineers") to prepare all engineering plans and drawings for die
structural, mechanical, electrical, plumbing, UVAC, life safety, and sprinkler work relating to the Tenant Improvements for file Premises.
1.2 Final Space Plan; Space Plannin¢ Allowance. A copy of the final space plan (and pricing plan) for all Tenant Improvements in
the Initial Premises ("Final Space Plan") is attached hereto as Schedule "C-1", Landlord shall bear all costs and expenses in connection with the
preparation of the Final Space Plan ("Space Planning Costs in an amount equal to $Z898.15 (i.e., $0.15 per RSF in die Initial Premises). Any
Space Planning Costs in excess of $2,598.15 shall be "Tenant Improvement Costs" and shall be deducted from the Allowance Amount.
1.3 Final Workinv Drawings. Based upon the Final Space Plan, Landlord shall cause die Architect and the Engineers to complete
and deliver to Tenant for Tenant's reasonable approval two (2) copies of complete fully coordinated architectural and (to the extent required)
structural, mechanical, electrical and plumbing working drawings and specifications for the Tenant Improvements in a form which is sufficiently
complete to allow all subcontractors to bid on die work shown therein and to obtain all applicable Permits fherefor, if any (defined below)
(collectively, the "Final Working Drawings"). Tenant shall, within five (5) business days after Tenant receives die Final Working Drawings, either.
(a) approve the Final Working Drawings, or (b) disapprove the Final Working Drawings Plan because a Design Problem exists and retum die same to
Landlord showing revisions required to eliminate such Design Problem (or Design Problems). If Tenant fails to notify Landlord within five (5)
business days after its receipt of the Final Working Drawings that it approves or disapproves the same, Tenant shall be deemed to have approved the
Final Working Drawings. A "Design Problem" means and shalt exist only if the Final Working Drawings are not consistent with die Final Space
Plan. IfTen nit disapproves the Final Working Drawings because they contain one or moan Design Problems, then Landlord shall cause Landlord's
Architect to make the requested changes thereto to the extent mquh ed to eliminate such Design Problems and shall resubmit to Tenant such revised
Final Waking Drawings, with the foregoing procedure to be repeated until the Final Working Drawings for the Premises are ultimately approved (or
deemed approved) by Tenant (as so approved, die "Approved WorRfng Drawings"), The Approved Working Drawings, as modified by any
Changes (defined below) approved by Landlord, and all parts or components thereof are sometimes referred to herein as the "Construction
Drawings".
IA Chances in the Final Space Plan and Annroved Working Drawings. No Changes (defined below) may be made by Tenant
without die prior wriden consent of Landlord (in accordance with Section 1.5.1, below); provided, however, that Landlord may withhold its consent
in its sole mid absolute discretion to any Change which in Landlord's judgment are unreasonable or would directly or indirectly delay Substantial
Completion (defined below). Tenant acknowledges tad agrees that Tenant shall bear the cost of any Changes that arc requested by Tenant.
"Changes" means, collectively; (a) any changes, modifications or alterations in either the Final Space Plan or the Approved Working Drawings or in
the Tenant Improvements for the Premises contemplated thereby or (b) any modifications or alterations to the Final Working Drawings requested by
Tenant in accordance with Section 1.3 above (or otherwise), other than any such changes, modifications or alterations that are required in order to
eliminate a Design Problem.
1.5 Landlord's Review.
1.5.1 Any approval or consent of Landlord hereunderwith respect to any portion or component orthe Construction Drawings
or die 'Tenant Improvements shall be granted or withheld on the basis of mkch standards as Landlord shall establish in good faith from time to time.
Landlord has established (or may establish in the future) Building Standards for die components to be used in the construction of the Tenant
Improvements in the Premises ("Building Standards"), The quality of all Tenant Improvements shall be equal to or of greater quality than die
quality specifications of the Building Standards; provided, however that Landlord may, at Landlord's option, require die Tenant hnprovemems to
comply with specific Building Standards. Landlord reserves the right to pronulgate, establish, modify, delete from, and make other changes to the
Building Standards hurt time to time.
1.5 2 Landlord's review of any matters (including, without limitation, any requested Changes), ns set Ibrth in this Work
Lefler, shall be solely fur the propose of protecting Landlord's interests hereunder, and shall not imply Landlord's review of the sane, or obligate
Landlord to review the Sarre, far quality, design, Code compliance or other like matters, ror the benefit of Tenant or any other parly, and Landlord
shall not he responsible for any omissions or errors contained in any such items.
SECTION 2
COST OF TI1E TENANT IMPROVEMENTS
2J Allocation or Crals; Allowance Amountj Tenant Improvement Costs.
2.1,1 Subject to the provisions of this Work letter. Landlord hereby gr ai Tenant liar the Iennnt improvement Costs
(defined hCIUw) [in amount (the "Allowance Amount") equal to $772.840.00 (i.e.. $40.00 per RS'F in the Initial Premises). Tenant shall bear all
.101 W Ch it Ce nwr Dr—Clq• nJSnnta Arm Leave r Exllfblt C
Tenant Improvement Costs (defined below) (and All other costs or expenses incurred by Tenant in connection with the design and construction of the
Tenant Improvements) in excess of die Allowance Amount ("Excess Tenant improvement Costs") in accordance with the provisions of this Work
Letter. Landlord shall have no obligation hereunder to make any payments or disbursements, or to incur any obligation to make any payment or
disbursement in connection with the design and construction of the Tenant Improvements, in a total amount which exceeds the Allowance Amount.
In any event, at all times Tenant shall pay and satisfy in full on a timely basis all obligations for payment incurred by Tenant in connection with the
design and construction of tie Tenant Improvements, "Landlord's Architect" means the qualified licensed Architect designated by Landlord from
time to time as Landlord's Architect.
2.1.2 "Tenant Improvement Costs" means the following: (i) the fees of the Architect and the Engineers In excess of the
Space Planning Allowance; (ii) Landlord's customary supervision fee (the "Supervision Fee") in an amount equal to three percent (3%) of the total
Tenant Improvement Costs (excluding the Supervision Fee); (iii) all fees and costs incurred by, and the cost of documents and materials supplied by,
Landlord and Landlord's consultants in connection with the preparation and review of the Construction Drawings; (iv) the cost of any changes or
modifications in or to the Common Areas or Base Building when such Changes are required in connection with the Tenant Improvements (which
shall include, without limitation, any modifications or alterations to the path of travel from/to public transportation and public rights-oRway, parking
and restroom areas, that are required to cause the same to comply with any applicable Codes); (v) the cost of any Changes to the Construction
Drawings or the Tenant Improvements required by Code; (vi) all costs of (or relating to) construction of the Tenant Improvements (without regard to
the amount of the Bid Estimate or Landlord's estimate of total Tenant Improvement Costs), including, without limitation, testing and inspection
costs, trash removal costs, parking fees, after-hours utilities usage, and contractors' fees and general conditions; (vii) tie cost of cable and other
telecommunications lines installed as pat of the Tenant Improvements, but specifically excluding any costs in connection with the installation of
Tenant's telephone service (which shall be separately installed by Tenant's Agents); (viii) plan check, permit fees, license fees, Title 24 fees and use
taxes; and (ix) the castor installing Building Standard window coverings; and (x) the costs of the tenant demising walls and public corridor wails and
materials to be installed on the second Floor relating to the drywall and any finishes and hardware on the Premises side of such walls as designated by
Landlord.
2.2 Payment of Excess Tenant Improvement Costs by Tenant. Prior to commencement of performance of the Tenant
Improvements and not later than thirty (30) business days Following Landlord's written request therefor, Tenant shall pay to Landlord in cash the
entire Estimated Excess Tenant Improvement Cost (defined in Section 3 2 1 below). If at any time during die course of performance of the Tenant
Improvements, Landlord In good faith determines that the Excess Tenant Improvement Costs to be Incurred in connection with performance orlhe
Tenant Improvements will exceed the amount of Any amounts ("Deposits") previously deposited by Tenant with Landlord pursuant to this Section
2_2 then not later than three (3) business days following Landlord's written request therefore, Tenant shall pay to Landlord in cash the amount of
such excess. Any failure by Tenant to pay to Landlord any amount required to be paid to Landlord under this Section 2.2 (or under Section 2.3.2
below) within the time periods specified above shall be treated as failure to pay Rent when the same is due under the Lease, and notwithstanding
anything in this Work Letter or die Lease to the contrary, (a) Landlord shall have the right to require die Contractor (defined below) to discontinue its
performance of the Tenant Improvements until such time as Tenant complies will the requirements of this Section 2.2, (b) any delays associated with
any such discontinuance shall be deemed Tenant Delays (and shall not, in any case, constitute Landlord Delays) and (c) Landlord shall not be liable
to Tenant for any additional costs, lost profits, lost economic opportunities or any form of consequential damage which may result from ally such
discontinuance by Landlord under this Section 2.2.
2.3 Disbursement: 12econeifiation of Costs. Landlord shall have the right to disburse the Allowance Amount together with all
Deposits previously made by Tenant (collectively, the "Tenant Credit Amount") for such Tenant Improvement Costs and in such order As Landlord
shall determine. Following final completion or the Tenant Improvements, Landlord shall reconcile (die "TI Cost Reconciliation") the total Tenant
Improvement Costs incurred or disbursed by Landlord hereunder with the Tenant Credit Amount.
2.3.1 If the TI Cost Reconciliation indicates that the total Tenant Improvement Costs incurred or disbursed by Landlord
hereunder exceed the Tenant Credit Amount, Tenant shall pay in cash to Landlord, the amount of die excess within three (3) business clays of
Landlord's written request therefor,
- 2.3.2 If the TI Cost Reconciliation indicates that the Tenant Credit Amount exceeds die total Tenant Improvement Costs
incurred or disbursed by Landlord hereunder, then: (a) to the extent of any Deposits made by Tenant, Landlord shall promptly return (or at
Landlord's election, credit against Tenant's obligations to pay Rent next coning due) the amount of such excess Deposits to Tenant, and (b) to die
extent that the TI Cost Reconciliation indicates that Allowance Amount exceeds the total Tenant Improvement Costs incurred ordisbursed by
Landlord hereunder (any such excess the "Unapplied Allowance Amount"). then Tenant shall have the right, exercisable on or before the first (1")
anniversary of the Commencement Date to deliver a Disbursement Request (together with all of the other items described in Section 23.1 above)
requesting: (1) disbursement of funds from the Unappliecl Allowance Amount 1'01, (a) Tenant Improvement Costs paid directly by Tenant; Ili)
disbursement of up to 1193.210.00 (i.e., S10.00 per RSF in the Initial Prellikes) liom the Unappliecl Allowance Amount for FF&E Costs (defined
below) incurred by Tenant; and/or (iii) disbursement of up to $96,405.00 (i.e., 53.00 per RSF in the Initial Premises) front the Unapplied Allowance
Amount far Cabling & Moving Costs (defined below) incurred by Tenant; provided that, far the avoidance of doubt, Landlord shall have no
obligation under this Section 2.3.2 or otherwise to: (A) disburse Any amount in excess ol'the Lhmpplied Allowance Amount, (B) disburse more don
the amount specified in clause (ill above for FF&E Costs. (C) disburse nhorc than the amount specified in clause (iii) above for Cabling and Moving
Costs, (D) disburse any funds from the Unapplied Allowance Amount for which Tenant first requests disbursement on or aller the first anniversary Jr
the Commencement Date. "FF&E Costs' nneans costs incurred by Tenant tar Iarnihne, fixtures and equipment and cabling for [lie Premises. and
"Cabling & Mui•ing Costs" means costs incurred by Tenant tar cabling installed in the Premises and or for Tenant's move into the Premises.
2.3.3 Notwithstanding anything to the contray in this Work Letter (or in any other provisions ul' this Lease). if the
Allowance Amount exceeds the loud Temml Improvement Costs incurred or disbursed by landlord hereunder plus any amounts disbursed to Tenant
under Section 2.3.2 above, Tenant shall 1101 be entitled to any credit against or abatemem of Rcnt.
S0/ W 04— Cewer A — City• ofSaner.l as Lease 2 EON( C
SECTION 3
CONSTRUCTION•DELIVERY OF PREMISES; SUBSTANTIAL COMPLETION: PUNCH LIST ITEMS
3.1 Permits. Landlord will cause Landlord's Architect and the Engineers to submit the Approved Working Drawings to the
appropriate governmental entities and otherwise apply for all applicable building and other permits and approvals (collectively, ,Permits") (if any)
necessary or required (in Landlord's good faith discretion) for the Contractor to commence, perform and fully complete the construction of the
Tenant Improvements. Neither Landlord nor any Landlord Party shall have any obligation or liability to Tenant if any Pemtit (including, without
limitation, any building permit, certificate of occupancy, or equivalent) is not timely or otherwise issued.
3.2 Landlord's Selection and Retention of the Contractor,
3.2.1 Landlord shall submit the Construction Drawings for the Premises on a fixed contract amount (or GMAX) basis to a
general contractor selected by Landlord (the "Contractor"), which Contractor shall be independently retained by Landlord (pursuant to such
construction contract form as Landlord shall in good fallh determine) to construct the Tenant Improvements in accordance with the Construction
Drawings. Landlord reserves the right to designate the subcontractor or subcontractors to perform particular trades (or components ot) the Tenant
Improvements such as fire/life safety, FIVAC, structural and electrical work,
3.2.2 Landlord reserves the absolute right, without the need for consultation with or the consent of Tenant, to terminate the
Contractor for nonperformance (as determined in good faith by Landlord) and in such case Landlord may select another general contractor to
complete the Tenant Improvements. Notwithstanding any provision of this Work Letter to the contrary, Tenant hereby waives all claims against
Landlord, and Landlord shall have no responsibility or liability to Tenant, on account of any nonperformance or any misconduct of any Contractor
(or any subcontractor thereof) for any reason.
3.2.3 If the Tenant Improvements shall constitute "public works: pursuant to Labor Code §1720.2, the following shall apply:
(a) Landlord shall require the Contractor to comply with (and to cause its subcontractors to comply with)
prevailing wage requirements and be subject to restrictions and penalties in accordance with §1770 et seq. of the Labor Code which requires
prevailing wages be paid to appropriate work classifiealions in all bid specifications and subcontracts.
(b) Landlord shall require the Contractor to furnish all subcontractors/employees a copy or the Department or
Industrial Relations prevailing wage rates which Lessor will post at the job site. For further information on prevailing wage:
htto://wrvtw.dir cn aov/disr(statistics research htrnl
(c) Landlord shall require the Contractor to comply with (and to cause its subcontractors to comply with) the
payroll record keeping and availability requirement or§1776 of the Labor Code.
(d) Landlord shall require the Contractor to (and to cause its subeonuacto s to Lessor/contractor to) make travel
and subsistence payments to workers needed for perm mance of work in accordance with the Labor Code.
(e) Prior to conhmencement of work, Landlord shall require the Contractor to contact the Division of
Apprenticeship Standards and conmply with § 1777.5, § 1777.6, and § 1777.7 of the Labor Code and Applicable Regulations.
3.3 Delivery of Premises, Substantial Comnl etlow Punch List Items.
3.3.1 Delivery of Premises. Landlord shall deliver the Premises to Tenant upon Substantial Completion of the 'Fenno,
Improvements. Subject to Landlord's obligations under this Work Letter (including Landlord's obligations to perfom (or cause to be perfanned) the
Landlord's Work and to construct (or cause to be constructed) the Tenant Improvements in accordance with the Construction Drawings) and to all of
Iandlord's other express obligations under file Lease (including, under Section 9.1 of the Lease), Landlord shall have no duty or obligation to
improve, or pay for any improvement lm% the Premises or any portion thereof and Tenant shall accept the same in its Tenant shall accept the
Prenmises in its then existing condition on the Delivery Date, "AS -IS", "WITH ALL FAULTS".
33.2 Substantial Comnlcfnn. For proposes of Otis Lease, "Substantial Completion" shall occur upon (and the Premises
shall be "Substantially Complete" upon) the substantial completion ofconstruction of the Tenant Improvements pursuant to the Approved Working
Drawings, as evidenced by a "signoll" on the building permit card by an inspector of the applicable governmental authority (typically the city in
which the Building is located), with die exception of any Punch List Items (defined below) and any tenant fixtures, work•stralons, built-in furniture,
orequipment to be installed by Tenant or under the supervision orContractor.
3.3.3 Pouch I-Isl Items. Alter the Substantial Completion by Landlord of the Tenant Improvements. representatives of
Landlord, Tenant and the Contractor shall complcudy inspect the Premises and complete a list (the "Punch List') of all Punch List Items (defiled
below). Authorized representatives- or Landlord. Tenant and the Contractorshall execute said Punch List to indicate their approval thereof. Landlord
shall cause the Contractor lu complete all Punch List Items described on the Pmich List as soon os reasonably possible following Ore approval orsuch
Punch List, As used Inerrin, "Panrh List Items" means all items of construction which entail one or more details or consuvelion. decoration,.
mechanical adjustment or installation that do not materadversely jolly and adveely affect the use and Occupancy of any portion nrthe Premises far the normal
conduct ofTenan Ps business.
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3.3.4 Assignment of Warranties. Effective upon completion of the Tenant improvements, Landlord shall assign to Tenant
all warranties and guaranties by Contractor relating to the Tenant Improvements, and Tenant shall waive (and hereby waives) all chinas against
Landlord relating to, or arising out of the construction of, the Tenant Improvements.
SECTION 4
TIME: DELAYS
4.1 Time.
4.1.1 Time of the Essence in This Work Letter. Unless otherwise indicated, all references herein to a "number of days"
shnll mean and refer to calendar days. In all instances where Tenant Is required to approve or deliver sit item, If no written notice or approval is
given or the item is not delivered within the stated time period, at Landlord's sole option, at the end orsuch period the item shall automatically be
deemed approved or delivered by Tenant and the next succeeding time period shall commence. Except where specific time periods are specified
herein, all references to a "reasonable period" contained in this Work Letter shall mean a reasonable amount of time to respond to the request or
submission in question, taking into consideration all of the circumstances reasonably related to the amount of time required, assuming reasonable
diligence; provided, however, in no caseshall such period everbe lass than five(5) business days.
4.1.2 Time Deadlines. Tenant shall use its best, good faith, efforts and all due diligence to cooperate with Landlord,
Landlord's Architect and the Contractor to complete all phases of the Construction Drawings and the permitting process and to receive the Permits,
and to achieve Substantial Completion as soon as possible, and, in that regard, shall meet with Landlord on a scheduled basis to be determined by
Landlord. to discuss Landlord's progress in connection with the same.
4.2 Delays.
4.2.1 Tenant Delays. A "Tenant Delay" means any delay as a direct, indirect. partial, or total result of any act or omission
of Tenant or any of Tenant's Agents, including, without Iitnitation, any of the following: (a) Tenant's failure to timely approve any matter requiring
Tenant's approval hereunder; (b) any breach by Tenant of the provisions of this Work letter or of the Lease; (a) any Changes requested by Tenant;
(d) ailv requirement of Tenant for materials, components, finishes or improvements which ore not available within a commercially reasonable period,
or which are different from, or not included in, the Building Standards; (a) changes to die Base Building and/or Building Systems required by the
Final Space Plan, the Approved Worldng Drawings (of any Changes); (0 any unreasonable interference by Tenant or any of Tenant's Agents with
the performance of the Tenant Improvements; or (g) any other event specified in this Work Letter to be a Tenant Delay.
4.2.2 Landlord Delays. A "Landlord Delay" means an actual delay as a result of any of the following: (a) Landlord's
failure (fur any reason otter than a Tenant Delay or a Fame Majeure Delay) to approve uny matter requiring Landlord's approval under this Work
Letter within the time period therefor set forth in this Work Letter; (b) material and unreasonable interference by Landlord or of any of Landlord's
employees, contractors oragents (except as otherwise allowed under this Work Letter) will Tenant's perfurnmance of any of its obligations underthis
Work Letter; -or (e) any other failure by Landlord, which pursuant to the teens orthis Work Letter is deemed a Landlord Delay. Notwithstanding city
provision of this Work Letter to the contrary, in the event that Tenant claims that it hassufTered a Landlord Delay, Tenant shall, as a condition critic
effectiveness of tie claimed Landlord Delay, within three (3) days of its discovery of the claimed Landlord Delay, notify Landlord in writing of the
existence orthe eluimed Landlord Delay and the probable estimated duration of such claimed Landlord Delay.
4.2.3 Force tfilaieure Delays. A "Force Majeure Delay" means any: (a) actual delay attributable to any strike, lockout or
other labor or industrial disturbance (whether or anion the par of the employees of either party hereto) other than any such disturbance caused by or
related to any default or activities orTenanl or any Tenant's Agents (if clainned by Tenant) or of Landlord or any of Landlord's agents, employees or
contractors (if claimed by Landlord), (b) actual delay caused by any civil disturbance, act of the public enemy, war, terrorism, riot, sabotage,
blockade, or embargo, (c) actual delay attributable to lightning, earthquake, fire, storm, hurricane, tornado, need, washout c r explosion, or (d) actual
delay caused by governmental delay in the issuance of the Permits not due to the matt or negligence of Tenant or any Tenant's Agents (irclaimed by
'tenant) or gross negligence or willfid misconduct of Landlord (if claimed by Landlord), or (a) tiny delay due to any other similar cause beyond the
rensonuble control of the petty from whom performance is required, and beyond the reasonable control or its contractors and representatives
(iadndiag, without limitation, in the case of Tenant, the Tenant's Agents). Notwithstanding any provision of this Work Letter to the contrary, in lee
event that uny party' claims that it has suffered a Force Mejcure Delay, such party shall, as u condition of tie effectiveness of such Force Majeure
Delay. within three (3) days of discovery orthe source of such delay, notify, the other party hereto in writing orthe existence ot'such Force Majeure
Delay. the moron ordie steps being taken by such party to minimize such delay and the probable estimated duration ufsuch Force Majeure Delay.
SECTION 5
GENERAL PROVISIONS
5.1 12cnresentatives. Tenaat has designated DEBORAH SANC'I-II:Z.. L•C'ONOMIC NVELOPMENTSPECIALIST III as its sole
representative with respect to the mutters set forth in this Work Letter, whe, until further notice to Landlord, shall have full authority and
responsibility to act on hchallur the Tenant as required in this Work Letter. Landlord has designated *red Bischak as its sole representative with
respucl to the onwers set forth in this Work Letter who, until further notice to ]client. shall have liill authority trod responsibility toactoil behalfor
the landlord as required in this Work Later
5.2 'Ienant's 1 nhv into the Premises Prior to Substantial C'mmnlctim n. Provided that Tenant and Tenant's Agents do not
iluelrore in any respect with Contractor's work (or perfonmamca of the Tenant Improvements) in the Building and the Premises. Landlord shall allow
Tenant rQusonabk access to tie Premises at least thirty (30) clays prior to the Substantial C'nmplclion I'or the pugwse of'Tennnl installing ever
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standard equipment or Fixtures (including Tenant's data and telephone equipment). Not less than five (5) business days prior to Tenant's entry as
permitted by the teens of this Section 5.2, Tenant shall submit n schedule to Landlord and Contractor, for their approval, which schedule shall detail
the timing and propose of Tenant's entry and the particular Tenant's Agents involved, and a copy of any governmental permits and approvals
required in connection therewith. Tenant shall indemnify, protect, defend and hold Landlord harmless from and against any Claims resulting in any
way from any such entry.
5.3 Tenant's Agents and Construction Matters, Tenant's Architect, the Engineers (If any) and all subcontractors, laborers,
materialmen, and suppliers retained directly by Tenant (collectively, "Tenants' Agen(s") shall conduct their activities in and around the Premises,
Building and the Project in a harmonious relationship with all other subcontractors, laborers, materialmen and suppliers at the Premises, Building and
Project and, if required by Landlord, all subcontractors, laborers, materialmen, and suppliers retained directly by Tenant shall all be union labor In
compliance with themaster labor agreements existing between trade unions and the Southern California Chapter of the Associated General
Contractors of America, Subject to the provisions of this Work Letter, Tenant shall: (a) timely pay in fill[ all charges oreach Tenant's Agents, (b)
shall, on demand from Landlord, eliminate of record and satisfy in full all mechanics liens, stop notices as similar liens or encumbrances on the
Building asserted or filed by any Tenant's Agent, (c) prior to any entry into the Building by Tenant or any Tenant's Agent, evidence, in fort
satisfactory to Landlord, compliance in full with the insurance requirements set forth in Exhibit "C-2" attached hereto, and (d) indemnify, defend,
protect and hold Landlord harmless front any Claims, Damages and Costs asserted against or Incurred by Landlord in connection with the
Construction Drawings, any act or omission of any Tenant's Agent, or in connection with Tenant's non-payment of any amount arising out of the
design or construction of the Tenant Improvements. Tenant shall comply in ftdl (and shall cause each of its Tenant's Agents to comply in full) with
such construction rules and regulations as Landlord shall adopt from lime to time.
5.4 TenanPs Lense Default. Notwithstanding any provision to the contrary contained in this Lease, if an Event of Default, or a
default by Tenant under this Work Letter, lies occurred at any time on or before the Substantial Completion, then: (a) in addition to all other rights
and remedies granted to Landlord pursuant to die tease, Landlord may cause Contractor to cease the construction of the Tenant Improvements (in
which case, any delay Substantial Completion caused by such work stoppage shall be a Tenant Delay and any increased costs dint result from any
such work stoppage shall be Tenant Improvement Costs), and (b) all other obligations of Landlord under the terms of this Work Letter shall be
suspended until such time as such default is cured pursuant to the terms of the Lease.
801 I1"C1rJ0 Center Dt —Clo• u%Suntrr Ann Lerese 5 Exhibit C
L5
a
11
ry
SCIILOULE "C-2"
INSURANCE REQUIREMENTS
General Cov_ ernves, All of Tenant's Agents shall carry worker's compensation insurance covering all of their respective employees, and
shall also carry public liability Insurance, including property damage, all with limits. in form and with companies as are required to be carried by
Tenant as set forth in Article I I of the Lease.
Special Coverages. The Tenant Improvements shall be insured by Tenant pursuant to Article I I of tre Lease immediately upon
completion thereof. All orTenant's Agents shall carry excess liability and Products and Completed Operation Coverage insurance, each in amounts
not less than $1,000,000 per incident, $2,000,000 iu aggregate. primary automobile liability insurance with limits of not less than $1,000,000 per
occurrence, and workers' compensation as required by law, and in farm and with companies us are required to be carried by Tenant as set forth in
Article I I of the Lease.
General Terms. Certificates for all insurance carried pursuant to this Schedule "C-2" shall be delivered to Landlord before any entry into
the Project by Tenant or any Tenant's Agent. All such policies of insurance must contain a provision that the company writing said policy will give
Landlord thirty (30) days prior written notice of any cancellation or lapse of the effective date or any reduction in the amounts of such insurance. in
the event that the Tenant Improvements are damaged by any Tenant's Agents during die course of the construction thereof, Tenant shall immediately
repair the same at Tenant's sole cost and expense. Tenant's Agents shall maintain all ofthe foregoing insurance coverage in force until the Tenant
Improvements are fully completed and accepted by Landlord, All policies carried under this Schedule "C-2" shall insure Landlord and Tenant, as
their interests may appear, as well as Contractor and Tenant's Agents. All insurance. except Workers' Compensation, maintained by Tenant's
Agents shall preclude subrogation claims by the insurer against anyone insured thereunder. Such insurance shall provide that it is primary insurance
as respects the Landlord and that any other insurance maintained by Landlord is excess and noncontributing with the insurance required hereunder.
The requirements of the foregoing insurance shall not derogate firm the provisions for indemnification of Landlord by Tenant contained In this Work
Letter.
-1011P'01dr CeNrr Or—CirynfSunm Ann l enye' I Schednte C 2
EXHIBIT "B"
RULES AND REGULATIONS
Tenant shall faithfully observe and comply with the following Rules and Regulations (including, but not limited to the General Rules, the Parking
Rules and the Rules ordle Site (Conu,actor's Work)). Landlord reserves the right at any time to change or rescind any one or more orthese Rules
and Regulations, or to make such other and further reasonable Rules and Regulations as in Landlord's judgment may from time to time be necessary
for the management, safety, care and cleanliness of the Premises and the Project, and for the preservation of good order therein, as well as for the
convenience of other occupants and tenants therein. Landlord shall not be responsible to Tenant for the nonperformance of any of said Rules and
Regulations by or otherwise with respect to the acts or omissions of any other tenants or occupants of the Project. Landlord may waive any one or
more of these Rules and Regulations for the benefit orally particular tenants, but no such waiver by Landlord shall be construed as a waiver ofsuch
Rules and Regulations in favor of any other tenant, nor prevent Landlord from thereafter enforcing any such Rules or Regulations against any or all
tenants of the Project. Tenant shall be deemed to have read these Rules and Regulations and to have agreed to abide by them as a condition of its
occupancy of the Premises. In the case orally conflict between these Rules and Regulations and the Lease, the Lease shall control.
1. GENERAL RULES
I. The sidewalks, driveways, entrances, passages, courts, elevators, vestibules, stairways, corridors or halls of the Project shall not be
obstructed or used for any purpose other than ingress and egress.
2. No awnings or other projection shall be attached to the outside walls of the Project without Landlord's prior mitten consent.
3. The sashes, sash doors, skylights, windows and doors that reflect or admit light and air Into the halls, passageways or other public places in
the Project shall not be covered or obstructed, nor shall any bottles, parcels or other articles be placed on the windowsills. Neither the
interior nor tie exterior of any windows shall be coated or otherwise simsereened without Landlord's prior written consent. If Tenant
desires window curtains, the same must be of such uniform shape, color, material and make as may be prescribed by Landlord.
4. Without Landlord's prior mitten consent (in its sole and absolute discretion), no sign, advertisement, notice or video shall be exhibited,
projected, displayed, painted or affixed by Tenant on any part of the Premises or Project so as to be seen from die outside of, its Premises.
In the event of Tenant's violation of tie foregoing, Landlord may retrieve dro Sallie without any liability and may charge the expense
incurred in such removal to Tenant. All Building standard signs whether on doors, directory tablet. or elsewhere, shall be inscribed,
painted or affixed for Tenant by Landlord at die expense of Landlord, and shall be of a size, color and style acceptable to Landlord.
5. The bulletin hoard or directory of the Project will he provided exclusively for Ole display of the name and location of Tenant only; and
Landlord reserves the right to exclude any other names therefrom, and each and every name in addition to die name of Tenant placed upon
such bulletin board or directory, shall be subject to Landlord's prior written consent (and if approved by Landlord, all costs therefor shall
be paid by tenants). Any such listings or representations, once installed, shall be subject to relocation or removal upon Landlord's written
,aquas( for any reason (except that any such relocations or removals at Landlord's request, unless such request is based upon Tenant's
breach of the Lease shall be paid for by Landlord), and Tenant shall pay for the removal of any such listings or representations upon its
departure fiomits Premises.
h. All doors opening onto public corridors shall be kept closed, except when being used for ingress and egress.
7. 'fallen( shall not mark, paint, drill or bore into, cut or string wires in, lay linoleum or other floor coverings, in, or in any way deface any pan
Of Its Premises eh'tile Project, except with Landlord's prior written consent mid as Landlord may direct.
8. All keys shall be obtained treat Landlord, No additional locks or bolts of any kind shall be placed upon any of the ducts or windows by
Tenant, nor shall any changes be made in existing locks ur the mechanisms thereof. Tenant must, upon the termination of its tenancy, give
to Landlord all keys pertaining to the Premises and the Project, and in the event of tie loss of any keys so famished. Tenant shall pay
Landlord the cost of replacing same or changing the lock or locks opened by such lost key(s) if Landlord shall deem it necessary to make
such chalgc.
9. No window at- other all. conditioning or hauling units or other similar apparatus shall be installed or used by Tenant v6thurn Landlord's
prior written consent.
M The watcrand wash closets and other phimbing listures shall not be used roe any purpose other than those for which they were constructed
and no sweepings, rubbish, rags o, other suhslonces shall be thrown therein. Tenant agrees to prevent the overflow or release ol'wmter from
bathromns or kitchens. including but not limited to toilets, sinks. kitchen appliances, and other water receptacles. Ail damages resulting
fimin any misuse of the fixtures by, or overflow or release of water caused by, Tenant or its servants, employees. agents, visitor or
licensees shall be borne by Tenant.
I I. Tenant shall: (a) cleml and dry visible moisture on windows, walls, and other surfaces, including personal property as soon as possible. (b)
regulaly clean and sanitize kitchens and other surfaces where water, moisture condensation. and mold can collect $hall be regulmiy
cleaned and sanitized and (e) limit ilia watering of any indoor plants, 'Tenant shall not obstruct at, innpede fresh air supply to furnace, in,
conditioner o• heater ducts, or regular Sir flow and circulation throughout premises. Tenant shall report any of the following to Lundlord
within forty-eight (48) hnati alter Tenant lirsi brcomes awurc of the same! (i) non -working ran, healer, air conditioner or ventilation
systenns; (ii) plumbing leaks. drips. sweating pipes. mid/or wet spots: (ill) overllum filoin bathroom, kitchen. nr other facilities. including.
Ndf If CHC Center Dr— C'l r nfSunta Ana Leave -1. rch iba D
but not limited to, tubs, showers, shower enclosures, toilets, sinks, kitchen appliances, or other receptacles of water, especially in cases
where the overflow may have permeated walls, floors, ceilings or fixtures; (iv) water intrusion into die Premises of any kind; (v) any mold
or black or brown spots or moisture on surfaces inside the Premises; (vi) broken plumbing systems orstanding water near structures within
the Premises; and (vii) any odors consistent with mold growth within the Premises.
12. All removals from, or carrying in or out of, the Project of any safes, freight, furniture, heavy or bulky matter orally description, must take
place only prior to 7:00 A.M, and/or after 5:30 P.M. on days other than Saturdays, Sundays and holidays (no moving being permitted on
Saturdays, Sundays or holidays without special permission) and must be made upon the previous written notice to Landlord end under the
supervision of Landlord or its agent(s), and the persons employed by Tenant to perform such work must be acceptable to Landlord. Tenant
shall be responsible for any damage to the Premises and Project caused by or resulting from any such activity. Landlord reserves the right
to inspect all safes or other heavy or bulky equipment or articles to be brought into the Project and to exclude from the Project all such
heavy or bulky equipment or articles, the weight of which may exceed the floor load for which the Project is designed, or such equipment
or articles as may violate any of the provisions of the Lease. Tenant shall not use any machinery or other bulky articles in the Premises,
even though its installation may have been permitted, which may cause any noise, orjar, or tremor to the floors or walks, or which by its
weight might cause injury to the Floor of the Project.
13. Neither Tenant nor its servants, employees, agents, visitors or licensees shall at any time bring or keep upon the Premises any flammable,
combustible or explosive fluid, chemical or substance, except for a reasonable quantity of such material reasonably necessary for the
conduct oFTenahC's business.
14. The Premises shall not be used for manufacturing or for the storage of merchandise except as such storage may be incidental to the
-
Tenant's use of the Premises for die Permitted Use. Tenant shall rot, without Landlord's prior written consent, occupy or permit any
portion of the Premises to be occupied or used for the manufacture or sale of liquor or tobacco in any form, or as a barber or manicure
shop. The Premises shall not be used for lodging or sleeping or For any immoral or Illegal purposes.
13. Tenant shall not make, or permit to be made, any unseemly or disturbing noises, or disturb or interfere with occupants of the Project or
neighboring buildings or premises or those having business with it by the use of any musical histmment, radio, phonographs or unusual
noise, or in any other way. Neither Tenant nor its servants, employees, agents, visitors or licensees shall throw anything out of doors,
windows or skylights or down passageways or common corridors.
16. No bicycles, vehicles or animals of any kind shall be brought into or kept in or about the Premises, end no cooking shall be done or
penmitted by in the Premises, except that die preparation of coffee, tea, hot chocolne: and similar items for Tenant, its employees and
visitors shall be permitted provided such activities do not otherwise violate the Lease. Tenant shall not cause or permit any unusual or
objectionable odors to be produced hr or emanate from the Premises.
17. There shall not be used in any space, or in die elevators, common corridars or public halls of the building, any hand trucks except those
equipped with rubber tires and side guards.
Is. No vending or coin operated machines shalt be placed by Tenant within the Premises without Landlord's prior written consent.
19, No person shall be employed by Tenant to do janitorial, maintenance, construction or similar work in any part of the Project without
Landlord's prior nvritten consent. Any person employed by Tenant to do janitorial, maintenance or similar worst with Landlord's consent
shall, while in the Project, be subject to and tinder the control and direction of landlord or its agent or representative (bu t not as an ogent or
servant of Landlord) and Tenant shall be responsible for all nets oFsucb persons.
20, Landlord shall have the right to prohibit any advertising by Tenant which, in Landlord's opinion, tends to impair the reputation of the
Project or its desirability as an office building, and upon written notice from Landlord, Tenant shall refivin from or discontinue such
Advertising.
21. Canvassing, soliciting and peddling are not permitted In the Project, slid Tenant shall cooperate to prevent some.
22. Landlord reserves the right to control access to the Project by all persons After reasonable hours of generally recognized business days and
at all hours on Sundays and legal holidays. Tenant shall be responsible for all persons for whom it requests afler-lours access, and shall be
liable to Landlord for ill acts and omissions of such persons. Landlord Assumes no responsibility and shall not be liable for any damage
resulting from (lie admission of any mwuthorized person to the Project.
23. Landlord reserves the right to exclude or expel front the Project any person who, in die judgment or Landlord, is intoxicated or under the
influence of liquor or dings, or who shall in any manner do tiny Act in violation of these Rules and Regulations,
24. 'Ibnunt Shull not suffn• or permit smoking or currying of lighted cigars or cigarettes in arms reasonably designated by Landlord or by
applicable governmental agencies as nonsmoking areas.
25, Tenant shall comply with all surety, lire protection and evncumion regtdulions established by Landlord or any Applicable Vo cntnhenml
Agency.
26. Tenant assemos all risks di'om theft or vandalisin and agrees to keep the Prentice, locked as ma) be required.
It. PARKING RULES.
BOl 16Cirir C¢n4r Dr— Cie,• aJSnuln Ann Lc¢re -2 Exhihit r)
The following parking rules and regulations ("Parking Rules") shall be in effect at the Project. Tenant shall comply with these Parking Rules in its
use (and in the use of Its visitors, patrons and employees) of the Parking Facilities.
I. Parking areas shall be used only for parking vehicles no larger than full size, passenger automobiles herein called "_Permitted Size
Vehicles." Vehicles other than Permitted Size Vehicles are herein referred to as "Oversized Vehicles."
2. Tenant shall not permit or allow any vehicles that belong to or are controlled by Tenant or Tenant's employees, suppliers, shippers,
customers, or invitees to be loaded, unloaded, or parked in areas other than those designated by Landlord for such activities.
3. Parking stickers, access cards or identification devices shall be the property or Landlord, and shall be retumed to Landlord by the holder
thereof upon termination of the holder's parking privileges. Tenant shall pay to Landlord refundable deposits on such devices as reasonably
established by Landlord from time to time, Tenant will pay such replacement charge as is reasonably established by Landlord for die loss
of such devices.
4, Landlord reserves the right to: (a) refuse the sale of monthly identification devices and/or parking access cards to any person or entity that
willfully refuses to comply with the applicable rules, regulations, laws and/or agreements and/or to (b) revoke the right of any such party
(that willfully refuses to comply with die applicable rules, regulations, laws and/or agreements) to use the Parking Facilities,
5. Landlord reserves the right to relocate all or a part of the parking spaces on the Project from one location on the Project to another end/or to
reasonably adjacent offsite loeadon(s), and to reasonably allocate them between compact and standard size spaces, so long as the same
complies with applicable laws, ordinances and regulations.
6. Users of the parking area will obey all posted signs and park only in the areas designated for vehicle parking.
i. Unless otherwise instnicted, every person using the parking area is required to park and lock his own vehicle. Landlord will not be
responsible or liable to Tenant, its visitors or employees for any damage to vehicles, injury to persons or loss of property, all of which risks
are assumed by the party using the parking area.
8. Parking validation, if established, will be permissible only by such method or methods as Landlord and/or its licensee may establish at rates
generally applicable. -
9. The Parking Facilities shall be used only for parking Permitted Size Vehicles. The maintenance, washing, waxing or cleaning of vehicles
in the parking structure or common areas of the Project Is prohibited. Tenant shall have no right to install any fixtures, equipment or
personal property (other than vehicles) in the Parking Facilities, nor shall Tenant make any alteration to die Parking Facilities.
to. Tenant shall be responsible for seeing that all or its employees, agents and invitees comply with all applicable parking rules, regulations,
laws and agreements (including, without limitation, these Parking Rules).
I I. Such parking use as is herein provided is intended only as a license and no bailment is intended or shall be created hereby.
12. In lie event shall Tenant or its employees park in reserved spaces leased to other tenants, or in stalls within designated visitor parking
zones.
13. Tenant shall, upon request of Landlord fimn time to time, furnish Landlord with a list of the names of its (mid its Transferee's) employees
and vehicle license plate numbers.
14. Persons using die Parking Facilities shall observe all directional signs and arrows and any posted speed limits. Unless otherwise posted, in
no event shall the speed limit of five (5) miles per hour be exceeded. All vehicles shall be parked entirely within painted stalls, and no
vehicles shall be parked in areas which are posted or marked as "no parking" or on ramps, driveways and aisles, Only one (1) Permitted
Size Vehicle may be parked in a parking space. In no event shall Tenant interfere with the use and enjoyment of the Parking Facilities by
other tenants of the Building or their employees or invitees.
15. Should any parking spaces or privileges be allotted by Landlord or Tenant, either on a reserved or unreserved basis, Tenant shall not assign
or sublet any ol'those spaces, either voluntarily or by operation orlaw, without time prior written consent of Landlord, except in connection
with on authorized assignment of this Lease or subletting or tile Premises.
16. Tenant agrees to notify its employees and visitors (mid its Transrerces) of die requirements of these Puking Rules as the same are modified
IFmn time to time, and assumes responsibility for compliance by its employees and visitors (anti IN Transferees, and their employees and
visitors) with these Parking Rules us the same are modified from lime m tiruc. Tenant authorizes Landlord to tow away from the Building
antParking Fac
vehicles. ilities any vehicle parked in violation of these Policing Rules, and/or to attach violation stickers or notices to those
Ill. RULES OF 111 L SITE (CONTRA CTOR'S WORK).
The following rules and regulations shall apply to any work perlbrined at the Project by or under the direction of Tenant or aly other Tenon( Petty.
Before commencement of any such work, Nnant shall deliver to Landlord a copy or these Rules of the Site (Conn,acmr's work) executed by the
contractor(s) performing such work,
I. The Rnlluwing Rules of the Si(c ov C'ontract is mirk, ("Rules Of' the Site') shall govern the operation of Contractor and Contractor's
subcontractors. The terms "Owner" and "Ownmrs Representative" are the scone for pmpnx:s ofthis document (and where used, refer to ilia
Landlord).
801 ID'CBde Cel;ler Dr—Cig nf'Sonrn .4un Leave .3. LO N( D
Within a reasonable time prior to the start orally on -site work, delivery or materials, equipment, or personnel, Contractor will submit to
Owner the following!
A- A complete set of drawings approved by Owner and subsequently by the City is which the Building is located.
B- A fully executed Indemnity Agreement (To Be Provided by Owner Upon Request).
C• Certificate of Insurance in a form approved by Owner executed by insurance companies acceptable to Owner.
D- A fully executed Notification -Rules for Contractors (To Be Provided by Owner Upon Request).
F,- A job schedule of the work to be accomplished, detailed by trade.
F• A complete list of all proposed Subcontractors and suppliers. Owner must approve all contractors and subcontractors before
commencement of their work.
G- The name and phone number (including emergency phone numbers) of personnel who are authorized to represent the Contractor.
3. No revisions or changes of any kind may be made to the construction plans previously approved by Owner without prior written consent of
die Owner. Any proposed revisions or changes must be submitted to Owner in the form of a change order, for Owner's review and
approval prior to commencement of such changes. Revisions or changes altering the floor plan, base building systems, or building
operations must be submitted, in writing, to the Owner for review and approval prior to commencement of work.
4. All of Contractor's work must be scheduled so that it in no way conflicts with, interferes with, or impedes the quiet and peaceful enjoyment
of other tenants or occupants of the Project, or with the progress of Owner's wane or operations, Any work that is in con Met will be
rescheduled by the Contractor to such time as approved by Owner. Additionally, Owner shall have no liability for may costs or expenses
incurred by Contractor (or Tenant) in connection with such rescheduling,
5. Contractor and subcontractors shall employ persons and means for the orderly progress or the work without interruption on account of
stokes, work stoppages or similar causes of delay. Additionally, Owner shall have no liability for filly costs or expenses incurred by
Contractor (or Tenant) in connection with such delays.
6. Materials and tool storage will be limited to the areas for which access has been granted.
7. Clean-up and rubbish removal shall be provided by the Contractor at Contractor's expense. Contractor must, on a daily basis, remove all
rubbish, surplus and waste material resulting from the performance of his work. At the request of Owner, Contractor shall relocate anv
materials causing nil obstruction as directed by Owner. Contractor will not be allowed to place a dunipster on site on a continuous bast'
during constriction.
Important note: The placement and location of rubbish dumpsters and bins must be approved in advance by Owner.
8. In general, Owner will Interface with Contractor to the extent necessary for work to be completed within the guidelines of project
specifications and for the enforcement of building rules and regulations.
9. Contractor will make arrangements for unloading, trash removal and hoisting after normal working hours due to the local city noise
ordinance. (No such activity will be allowed between the hours of 10:00 p.m. to 7:00 aml.) At no time will the Contractor be Liven
exclusive reserved use of the freight elevator unless applied for by Contractor and approved by Owner. Contractor may be afforded Deers'
to loading clock space and hoisting facilities for limited use at such time during normal working hours as is preurranged with Owner, or al
Other times, with the consent of Owner and upon payment ot0wner's prevailing ree for after-hours use and access.
10. Contractor will be affrn ded unloading areas as prearranged with Owner, All materials unloaded at these areas will be moved to an area of
use Inimcdi aCly and shall not be stored or used in a way which udvcrseIy impacts use of the Building.
11. Cuntructm (nod Tenant) will be responsible fall the security of its own materials, equipment and work, and that of his subcmriractors.
Contractor will also be responsible fur damage caused by Contractor or its subcontractors to the Project, Building and/Or tenant areas,
including. but not limited to the Loading dock and indorn' and outdoor public areas, freight elevators, etc. Any such damages will he
promptly repaired to (he Owner's satisfaction at sole cost of Contractor.
12. Contractor will comply with all applicable codes, laws and MBLIN ions pertaining to the work of Contractor, including all safety and health
regulntions. The Contractor shall supply the Owner with a Matter List of all Hazardous Materials and their Material Safety Datn Sheels
(MSDS) upon delivery to the,jub site. A discussion will then ensue pertaining to the safe storage, handling and use nrthese materials. as
well us the Contractor's emergency preparedness plan (or handling the contuimnent and clean-up of potential Hazardous Material spills.
13, Contractor will not engage fit tiny labor practice that may delay or otherwise impact the work nfOwner orally other Contractor.
14, No base building systems will be turned ol'I' or disengaged by Contractor or any sut,contracfnr without prior written approval and
supervision by a representative ofOwner of its agent. Said systems include but are not limited to sprinklers. electrical circuits, air -handling
units, smoke heads nod water supply. Building electrical prover shut --downs are allowed, with the prior written consent or Owner. on
Sawnlgv5 between I0:0o p.m. and 5:00 a.m. only, A request for approval shall be made to the property Manager m least ten ( all) das in
advmncc. y
d'll ( IL' Cirrr C<ul¢r Ur—C(ry• nfSunru: Lio Lrnre -4 Exhibit D
I5. Doors to all work areas, including stairwells and mechanical and electrical closets, will remain closed at all time. Propping doors open is
expressly prohibited
16. All Contractor and subcontractor personnel, materials, [Dols and equipnhent are to enter and exit the Building through the service elevator
Only. Owner may at any time initiate a check in/check out system, or a bodge system, fur all people and matmial in the Building and die
Contractor will agree to cooperate with any such system.
17. Before ordering material or doing work which is dependent upon proper size or installation, the Contractor shall field verify all dimensions
for accessibility with building conditions, and shall be responsible for same.
18. Con tractor shall not permitted any identifying signage or advertising within the Project or Building.
19. During construction, Contractor shall maintain supervisory personnel on the site at all times. Such personnel shall be fully authorized to
coordinate, respond for and authorize Contractor's work as necessary so as to enable all work to proceed in a timely and well -ordered
fashion. Should Contractor perform work which would cause or require Owner to provide personnel to be present or otherwise perrarn
any work, Contractor shall reimburse Owner for tie expense of quell personnel.
20, Contractor shall be responsible for the protection of its work and the area adjacent to his work.
21 • Contractor will ensure that all stairwells, mechanical rooms, electrical and telephone closets, etc, accessed by Contractor or subcontractors
in conjunction with Contractor's work, will be cleaned and fiee of debris nightly.
22, Public areas adjacent to premises where Contractor's work is being performed shall remain free of debris and materials at all times.
23. Contractor shall be responsible for all his actions on site as well as those of its subcontractors, and shall indemnify, defend and hold
harmless the Owner and the other Owner Parties from and against any and all claims, losses, or damages, threatened or incurred, arising
from the actions or omissions of Contractor or Its subcontractors.
24. If keys are required by contractors, they must be checked out From the Property Management Office. No key will be distributed If proper
identification is not provided.
25. No cutting or patching of Owner's premises or installations, or those of any Building occupant, shall be permitted without the prior written
consent of Owner. Request for permission to do cutting shall include explicit details and description of work and shall not under any
circumstances diminish die structural integrity of die Building or the integrity of any of components or systems. The work is to be done
only with (he explicit written permission of the Property Manager, and only on an "Off -Hours" basis. Such work is to be done only under
the direct supervision of a competent member of the Contractor staff. Any such area is to be promptly repaired and returned to a fully
functioning, complete, and clean condition.
26. All work is to be done to a minimum standard of quality as required by the Base Building Drawings and Specifications (to be made
available by Owner upon request). It Is the responsibility of the Contractor to be rally knowledgeable of the Base Building Drawings and
Specifications.
27. All Life Satety Systems for the Building are to be maintained, and all or the Tenant's work is to be properly interfaced with and connected
to the Base Building systems as required by Laws, or by Building operation. All work is to be done in such a way as to protect all Base
Building operations and warranties. Any required disconnection of life safety devices should be "foreseen" and the Property Management
Office must be notified at least 24 hours in advance. Costs for false fire slams due m contractors' or subcontractors' negligence will be
billed to end paid by the Conractur. All lit'e-safety systems testing must be perfumed on on "after-hours" basis and coordinated with die
Building Manager.
28. When work is performed by Contractor or subcontractor, charges will apply for additional services performed by Owner which may
include, but are not necessarily limited to the following:
A - overtime or after-hours elevator usage
B - utility usage for construction activities beyond standard power and water used in connection with general office uses
C - extra and continuous clean-up of elevaturs and public spaces as required due to construction activity; Contractor to provide dnc
usual protection of existing improvements, mud exercise care and good sense
D - extended or aller-hours use of the loading dock
29. In addition to cleaning requirements described above, Contractor shall, in preparation for subsmnliai completion or occupancy or the
project by Tenant, perfornh final cleaning or Contractnr's Work.
iD. Wile', Contractor takes over an area fFnm the Owner, belure commencing wok Contractor shall nacerluin Ihot the area is in a sate and
sanitary condition, and maintain the urea as necessary (at its sole cost mid expense) in a s;de and s:oitary condition and to a standard
','acting all applicable Imvs and regulations.
71. Owner requires job progress meetings. The Contractor will attend with a representative authorized to speak and act on the Contractor's
behalf. Additionally. the Contractor shall notify the Ownerorschcduled job progress meetings.
S01 It Civie Center Or- Cig' al'Sa,wrrtart Lease -i. ExhibitD
32, All work or on -site activity during non-nomml working hours will be coordinated in advance with Owner.
33, At no time will Contractor perform activities on the Project wilhout the proper insurance in force.
34. No radios or other audio devices are allowed.
35. Failure to perform work in a manner consistcnl with the above staled Rules of the Site may result in immediate work stoppage by Owner,
Owner shall have no liability for oily costs or expenses incurred by Contractor or any subcontractors (or Tenant) in connection with or as a
result of such work stoppage.
36. The Rules of the Site may be amended or revised at any time to fit the situation at the time, The amended or revised Rules of the Site shall
become effective upon delivery to Contractor or publication byposting at the project site, whichever is earlier.
37. General contractor and subcontractors' vehicles parking must be in areas designated by the Building Manager at the Contractor's expense.
Acknowledged and Agreed
By:
Date:
861 WCirir ClWrr Dr—Ciq' njSanea.-lan Lease -6- Gxhibir D
EXHIBIT"E"
ADDITIONALRENT
Definitions,
L I "Base Year" means the calendar year specified in Item 5,1 of the Basic Lease Provisions.
1.2 "Expense Year" means each calendar year in which any portion of the Term or this Lease falls, through and including the
calendur year in which the Term ofthis Lease expires.
1.3 "Property Taxes" means all real property taxes, assessments, fees, charges, or impositions and other similar governmental or
quasi -governmental ad valorenh or other charges levied on or attributable to the Project or its ownership, operation or transfer orally and every type;
kind, category or nnture, whether direct or indirect, general or special, ordinary or extraordinary and all taxes, assessments, fees, charges or similar
inhposit[ons imposed in lieu or substitution (pnrtially or totally) of the same including, without limitation, all taxes, assessments, levies, charges or
impositions: (a) on any interest or Landlord or any mortgagee of Landlord in the Project, the Building, the Premises or in this Lease, or on the
occupancy or use of space in the Project, the Building or tie Premises; (b) (a) on any transit taxes or charges, business or license fees or taxes, annual
or periodic license or use fees, park and/or school fees, ails charges, panes charges, housing fund charges; (d) imposed for street, refuse, police,
sidewalks, fire protection and/or similar services and/or maintenance, whether previously provided without charge or for a different charge, whether
provided by governmental agencies or private parties, and whether charged directly or indirectly through a funding mechanism designed to enhance
or augment benefits and/or services provided by governmental or qu lsi•governmental agencies; (a) on any possessory taxes charged or levied in lieu
of real estate taxes; and (Q any costs or expenses incurred or expended by Land[or] in investigating, calculating, protesting, appealing or otherwise
attempting to reduce or minimize such taxes. There shall be excluded from Property Taxes all income taxes, capital stock, inheritance, estate, gift, or
any other taxes imposed upon or measured by Landlord's gross income or profits unless the same is specifically included within die definition of
Property Taxes above or otherwise shall be imposed in lieu of real estate taxes or other ad valorem taxes.
1.4 "Operating Expenses" means all costs, fees, amounts, disbursements and expenses of every kind and nature paid or incurred by
or on behalf or Landlord with respect to any Expense Year in connection with the operation, ownership, maintenance, insurance, restoration,
management, replacement or repair of the Project:
(a) Premiums for property, casualty, liability, rent interruption, earthquake, Flood or other types of insurance carried by
Landlord fl'om time to time, and any deductibles thereunder actually paid by Landlord with respect to the Project.
(b) Salaries, wages and other amounts paid or payable for personnel (including, without limitation, the Project manager,
superintendent, operation and maintenance staff, the Parking Facilities manager, concierge (if any) and other employees of Landlord) involved in the
maintenance and operation of the Building or the Project, including contributions and premiums towards fringe Benefits, unemployment taxes and
insurance, social security taxes, disability and worker's compensation insurance, pension plan contributions and similar premiums and contributions
which may be levied on such salaries, wages, compensation and benefits and the total charges of any independent conumotom or properly managers
engaged in file operation, repair, care, maintenance and cleaning of any portion of the Building or the Project.
(c) Cleaning expenses, including without limitation,janitorial services, window cleaning, and garbage and refuse removal.
(d) Landscaping and hardscape expenses, including without limitation, irrigating, trimming, mowing, fertilizing seeding,
and replacing plants, trees and hardscape.
(e) The cost of providing fuel, gas, electricity, water, sewer, telephone, steam and other utility services.
(0 The cost of maintaining, operating, restoring, renovating, managing, repairing and replacing components of equipment
or machinery, including, without limitation, heating refrigeration, ventilation, electrical, plumbing, mechanical, elevator, escalator, sprinklers,
fire/li Is safety, security and energy nmnagcmenl systems, including service contracts, maintenance contracts, supplies and parts with respect thereto.
(g) The costs of providing access control services for, and supervision of, the Project.
(h) Rental. supplies and other costs with respect to the Operation of the management office for to Building.
M All cost and fees ror licenses, certificates, permits and inspections, and Ole cost incurred in connection with the
inhplcnnennuion of a transportation system management program or similar program.
(i) The cost of replacement repair, acquisition, installation and modification of: (A) carpeting and will coverings, ceiling
systems and fixtures in the Common Areas, and other furnishings in the Common Areas, (B) milerials, tools, supplies and equipment purchased by
Landlord which are used in the maintenance, operation and repair of the Project, and (C) any other form of improvements, additions, repairs, nr
replacennnns to the Project or the systems, equipment or machinery operated or used in connection with die Project; provided, however, that with
respect to the items described in clauses (A), (B) and (C) above which constitute a capital Rent, addition, repair or improvement (collectively
"Capital Items") under sound occouming and pmpaly minugement principles consistently applied and determined by Landlord, in each case the
cost ol'such Capital [terns shall he amo tined (with interest at the Interest Rite) ever the usctbl life (the "Useful Life") of such Capital Item. as
determined by the Landlord in accordance with sound accounting and property management principles- consistently applied or such other period as
shall be consistent with Institutional Owner Practices.
(k) Auorneys', accountants' and consultants' fees and expenses in connection with the management, operation,
administration, maimenatco and repairorihe Project, including, but not limited to, such expenses that reline to Seeking nr obtainin_s reducruns in or
a01 W ('ii,ie C'exnn Or— CIO, uJ'Snrvu Anrr Leave -1- Eah ibil 6
refunds of Property Taxes, or components thereof, or the costs or contesting the validity of applicabi Illy of any governmental enactments which may
Effect Operating Expenses.
(1) Fees for the administration and management of fine Project in an amount equal to duce percent (7%) of the gross
revenues of the Project (which shall be grossed by Landlord up to one hundred percent (100%) occupancy on as annual basis), without regard to
whether actual fees so paid are greater or less than such amount.
(na) Sales, use and excise taxes on goods and services purchased by Landlord for tine management, maintenance,
administration or operation of the Building or the Project.
pi) Fees for local civic organizntions and dues for professional trade associations.
(a) Payments under any covenants, conditions and restrictions pertaining to the Project or any easement, license or
operating agreement or similar instrument which affects the Project.
(p) Costs and expenses of investigating, testing, documenting, monitoring, responding to, abating and remediating
Hazardous Materials, other than abatement and remediation costs with respect to Hazardous Materials actually known by Landlord (on the Effective
Date) to require abatement and/or remediation under applicable Environmental Laws.
(q) The costs of repairing, restoring and maintaining the Parking Facilities of the Project, including, without limitation, the
resurfacing, restriping and cleaning of such facilities.
(r) Any costs, fees, amounts, disbursements and expenses which are generally included in Operating Expenses under
Institutional Owner Practices,
15 The following costs and expenses shall he excluded from Operating Expenses:
(a) expenses relating to leasing space in the Project (Including tenant improvements, leasing and brokerage commissions
and advertising expenses);
(b) legal fees and disbursements incurred for collection or tenant accounts or negotiation of leases, or relating to disputes
between Landlord and odhcr tenants and occupants of the Building;
(a)- Capital Items unless specifically permitted by Section 1.4 of this Exhibit "E' parts (a) through (r), inclusive;
(d) Property Taxes;
(a) amounts received by Landlord on account of proceeds or insurance to the extent the proceeds are reimbursement for
expenses which were previously included in Operating Expenses;
(t) except to the extent specifically provided in Section 1 A oflhis Exhibit "E" ports (a) through (r), inclusive, depreciation
m' payments of principal and interest on any mortgages upon the Project;
(g) payments of ground rent pursuant to any ground lease covering the Project;
(h) subject to Section 2.1 of this Exhibit `E" fine costs of gas, steam or ocher filet; operation of elevators and security
systems; heating, cooling, air conditioning and ventilating; chilled water, hot aid cold domestic water, sewer and other utilities or any other service
mirk or facility, or level or amount thereof, provided to any other tenant or occupant in the Project which either (a) is not required to be supplied or
furnished by Landlord to Tenant under the provisions orthis Lease or (b) is supplied or furnished to Tenant pursuant to the tears of this Lease with
separate or additional charge;
(i) the cost of the Landlord's Work; and
0) any cost expressly excluded from Operating Expenses in as express provision contained in this Lease.
1.6 "Excess Operating Expenses" means, with respect to any Expense Year, the positive excess, if any, of Operating Expenses
allocable hereunder to such Expense Year over Operating Expenses allocable hereunder to the Base Year.
1.7 "Excess Property Taxes" means, with respect to any Expense Year, the positive excess, if any, of die Property Taxes allocable
heretnder to such Expense Year over die Property Taxes allocable hereunder to tie Base Year.
1.9 "Ten'lnt's Percentage Share" means the percentage set rmtlh in Item 5.2 of the Basic Lease Provisions: provided, however, that
Landlord reserves the right from time to time during the Term of this Lcmc to recalculate Tenant's Percentage Share, in which case Tenant's
I'crcenluge Shure shall he calculated by dividing the number of square fact of Rentable Arco in the Premises by the number orsqume feet of' Rentable
Area in the Prgjecl, and expressing such quotient in the font, Or,, percentage.
Calaulalinu I\iethods and Adiu stm r ts.
2.1 'the vmiable components or Operaing Expenses ('•Vnrin ble Expenses") 11nr Lill or uny portion of any Expense Year (including
the Buse Year) during which actual occupancy of the Project is less than one hundred percent (100%) of the Rentable Area Of Ole Project shall be
adjusted by Landlord; Lis determined in good faith by Landlord applying sound accounting and property managennent principles (and Ilia provisions
8Pl rl'Chir Crnrta' Ur—C7q• uJ'Srnmt a mr Learc
Exhibit G
of this Lease) to reflect one hundred percent (100%) occupancy of the Rentable Area of the Project during such period. If during all or any part or
any Expense Year, including (he Base Year, Landlord dues not provide any particular item of benefit, work or service (the cost of which Is a Variable
Expense) to portions of the Project due to the fact that such item of benefit, work or service is not required or desired by the tenant orat, ell space, or
such tenant is Itself obtaining and providing such item of benefit, work or service, or for any other reason, then for purposes of computing Vail able
Expenses for such Expense Year, Operating Expenses, as applicable, shall be increased by on amount equal to the additional Variable Expenses
which would have been paid or incurred by Landlord during such period IF![ had furnished such item of benefit, work or service to such portions of
tine Project.
2.2 Subject to the provisions of this Section 2 of (his Exhibit "E". all calculations, determinations, allocations and decisions to be
made hereunder with respect to Operating Expenses and Property Taxes shall be made in accordance with the good faith determination of Landlord
applying sound accounting and properly management principles consistently applied which are consistent with Institutional Owner Practices.
Landlord shall have the right to equitably allocate some or all of Operating Expenses among particular classes or groups of tenants in the Building
(for example, retail tenants) to reflect Landlord's good faith determination that measurably different amounts or types of services, work or benefits
associated with Operating Expenses, as applicable, are being provided to or conferred upon such classes or groups. All discounts, reimbursements,
rebates, refunds, or credits (collectively, Reimbursements") attributable to Operating Expenses or Property Taxes received by Landlord in a
particular year shall be deducted from Operating Expenses or Property Taxes, as applicable, in the year the same are received; provided, however, if
such practice is consistent with Institutional Owner Practices, Landlord may treat Reimbursements generally (or under particular circumstances) on a
different basis. Landlord shall have the right to exclude from Base Year Operating Expenses the cost of items of service, work or benefits (i) not
provided following the Base Year, (ii) incurred due to circumstances not applicable following the Base Year or due to market -wide labor -rate
increases in Operating Expenses due to extraordinary circumstances, including, without limitation, boycotts, embargoes and strikes, and utility rate
increases due to extraordinary circumstances, and (iii) amortized costs relating to capital improvements.
2.3 if any Property Tax Reduction (defined below) applies with respect to any Expense Year (other than the Base Year), then for
purposes of calculation of Excess Property Taxes for such Expense Year, Property Taxes allocable to the Base Year shall be reduced by an amount
equal to the corresponding Base Year Tax Reduction. A "Properly Tax Reduction' means, with respect to any Expense Year (other than the Base
Year) the amount (if any) by which Property Taxes are reduced 'as a result of any reassessment or under or as a result of application or operation of
Proposition S or any other similar governmental act or Law. A "Base Year Tax Reduction" means, with respect any Expense Year to which a Tax
Reduction applies, and with respect to any particular Property Tax Reduction, an amount equal to the Property Tax Reduction, minus, in die case of
any Expense Year after the first year to which the applicable Tax Reduction applies, the cumulative amount by which Property Taxes have increased
(following the first Expense Year to which the applicable Property Tax Reduction applied) as a result of application of tie annual percentage increase
(presently up to 2.0%) in Property Taxes that is allowed under Proposition 13 (or any substitute therefor hereafter adopted).
2.4 As of the dale of this Lease, Tenant pays Additional Rent under Section 4,2 of the Lease based on tie Operating Expenses and
Property Taxes for the Project. If the Project at any Lillie contains more than one building (or one or more tax parcels), Landlord shall have Elie right,
from time to time, to equitably allocate some or all of the Operating Expenses and/or Property Taxes for the buildings comprising tie Project among
the Building and some or all of the other buildings of the Project. In such event, Landlord shall reasonably determine a method of allocating such
Operating Expenses and/or Property 'faxes attributable to the Building (or the tax parcel on which the Building is located) and/or such other
building(s) (orsuch other tax parcel(s)) of the Project to the Building (or tax parcel) and/or such other building(s) (or tax parcel(s)) and Tenant shall
be responsible for paying its proportionate share of such Operating Expense and/or Property Taxes which are allocated to the Building (or the tax
parcel on which it is located), landlord shall also have Elie right, from time to time, to require Tenant to pay Tenant's Percentage Share of Operating
Expenses and Property Taxes based solely on the Operating Expense and Properly Taxes for the Building (and the tax parcel oh which it is located).
3. Payment Procedure. Estimates. During each Expense Year, Landlord may elect to give Tenant written notice of its estimate of any
amounts payable under Section 4.2 of the Lease ("Section 4.2 Additional Rent") for that Expense Year, On or before the first day of each calendar
month during such Expense Year, Tenant shall pay to Landlord one -Twelfth (1/12th) oFsuch estimated amounts; provided, however, that, not more
often than quarterly, Landlord may, by written notice to Tenant, revise its estimate for such Expense Year, and all subsequent payments under this
Section 3 of (his Exhibit "E" by Tenant for such Expense Year shall be based upon such revised estimate. Landlord shall endeavor to deliver to
Tenant within one hundred fifty (150) days after tic close oreach Expense Year or as soon thereafter as is practicable, a statement of that year's
Property Taxes, Operating Expenses, and the amount of Section 4.2 Additional Rent for such Expense Year, as determined by Landlord (the
"Landlord's Statement'), and such Landlord's Statement shall be binding upon Landlord and 'tenant, except as provided in Section 4 or this
Exhibit " ". If the Landlord's Statement indicates that (or if it is finally determined pursuant to Section 4 of this Exhibit "E" dint) the amount of
Section 4.2 Additional Rent payable with respect to any Expense Year. a) is more than (lie estimated payments orSection 4.2 Additional Rent made
by Temuu with respect to such Expense Year, Tenant shall pay the deficiency to Landlord upon receipt orl-andlord's Statement or(b) is less Uhun the
estimated payments or Section 4.2 Additional Rent made by Tenant with respect to such Expense Year, such excess payments shall be credited
against Rent next payable by Tenant under this Lease (or, ifthe Term of [his Lease has expired, shall be paid to Tenant), Amounts payable by Tenant
as Secaoli 4.2 Additional Rent with respect to any Expense Year that includes less than an entire calendar year shall be prorated on the basis that the
number of days in such Expense Ymr bears to 305. 'rile expiration or early termination of this lease shall not affect the obligations of Londlord and
Tenant pursuant to this Section 3 of this Exhibit "E" to lie perfomhed after such expiration orearly termination.
4. Review or Lar lard's Statement. Provided that Tenant is not (hen in default with respect to its obligations under this Lease and provided
further that Tenant strictly complies with the provisions of this Section 4 of this Exhibit "E" Tenant shall have the right, it'I cnanl's sale cost and
expense, to reasonably review Landlord's supporting books and records (at Landlord's manager's corporate offices) for any portion urthe PruperLy
Taxes or Operating Expenses for a particular Expense Year covered by Landlord's Statement, in accordance with the procedures set forth in this
Section 4 of this Ex iibit "E Tenant shall. within sixty (60) days after Env such Landlord's Statement is delivered to Tenant, deliver u written notice
(a "Dispute Notice") to landlord specifying the items described in (he Landlord's Statement that are claimed to be incorrect; and 'reliant shall
simultaneously pay to Landlord all anhounLs spccitied in the applicrhble Landlord's Statement (to die extent not previously paid). The right of Tenant
under this Section orlhis Exhibit "E" may Only be exercised mice till each Expense Year covered by any Landlord's- Statement, and if Tenum fails
to deliver a Dispute Notice within the sixty (00) day period lcscrihed above or fails to nicer any of the other above conditions of exercise or such
right. the right ofTenanl to MnrL a par athu landlord's Statement (and all ofTcnani's rights to make any claim relating therein) under this Section 4
301 R'Civic Center Or— C'ipy afSrnrtd Ina Leave .3- Exhibit E
of this Exhibit "E" shall automatically be deemed waived by Tenant. Any review of records tinder this Section 4 of this Exhibit "E" shall be a the
sole expense of Tenant, shall be conducted by independent certified public nccountanLs of national standing which are not compensated on a
contingency fee or similar basis relating to the results of such audit and shall be coinpleled within sixty (60) days of er Landlord provides Tenant with
aece55 to Landlord's supporting books and records. Tenant acknowledges and agrees that any records of Landlord reviewed under this 5=clion 4 of
this Exhibit " "(and the information contained therein) constitute confidential infomation of Landlord, which shall not be disclosed other than to
Tenant's accountants performing the review and principals of Tenant who receive the results of the review, If Landlord disagrees with Tenant's
contention that an error exists with respect to the Landlord's Statement in dispute, Landlord shall have the right to cause another review or that
portion of Landlord's Statement to be made by a film of Independent certified public accountants of national standing selected by Landlord
("Landlord's Accountant"). In the event of a disagreement between the two accounting firms, the review of Landlord's Accountant shall be
deemed to be correct and shrill be conclusively binding on both Landlord and Tenant. In the event that it is finally determined pursuant to Oils
Section 4 of this Exhibit "E" that a particular Landlord's Statement overstated Operating Expenses and Property Taxes with respect to the applicable
Expense Year by more than ten percent (10%), Landlord shall reimburse Tenant for the reasonable cost of Tenant's accountant. In all odner cases.
Tenant shall be liable for Landlord's Accountant's actual fees and expenses.
All WCivir C'ealrr Ur—C'im ofSnnl,Ana Leave -4.
Exhibit p
EXHIBIT "F'
SERVICES AND UTILITIES
The services and utilities to be provided by Landlord are as follows:
E lava for Service. Non -attended au tomatic elevator service.
2 IIVAC. Subject to all governmental Laws, rules, regulations and guidelines applicable thereto. HVAC to the Premises during Business
Hours (defined below), which in Landlord's good faith judgment, is required for the comfortable use and occupancy of the Premises for general
office use. Alter Flours FIVAC (defined below) may be provided to the Premises upon request by Tenant. Tenant shall pay to Landlord the After
Hours HVAC Rate (defined below) for all After Hours HVAC that is so requested by Tenant within ten (10) days of receipt of Landlord's reasonably
detailed bill therefor. Tenant shall be responsible for and shall pay to Landlord any additional costs incurred by Landlord because of the failure of
the IIVAC system to perform its function due to: (a) arrangement of partitioning in the Premises or changes or alterations thereto, (b) any use by
Tenant in any portion of the Premises of heat -generating machinery or equipment other than normal office equipment, or (a) any occupancy of any
portion of the Premises at densities above customary general office levels. "Business flours" means 6:00 AM. to 6:00 P.M. Monday through Friday,
and upon Tenant's request, 9:00 AM. to 1:00 P.M. on Saturdays, in all cases excluding the date of observation of any Holiday (defined below).
"Holiday" means each of New Year's Day, Independence Day, Labor Day, Memorial Day, Thanksgiving Day, and Christmas Day, and at Landlord's
discretion, any other state or nationally recognized holiday that is selected by Landlord acting consistently with Institutional Owner Practices. "After
flours HVAC" means any HVAC that is provided to all or any portion of die Premises at the request of Tenant outside of Business Flours. The
"After Hours FFVAC Rate" means the Landlord's prevailing charges for supplying After Hours HVAC to the Premises, which as of the Effective
Date is $65.00 per zone (or partial zone), per hour (or partial hour), subject to a two (2) hour minimum.
Electricity,
3.1 At all reasonable times, electric current as required for Building Standard lighting and fractional horsepower office machines and
adequate electrical facilities for connection to the lighting fixtures and incidental use equipment al Tenant; provided that Tenant shall be responsible
for distribution of electrical power from the electrical panels located on the Voorjs) of the building on which the Premises is located. Subject to
Section 3.3 of this Exhibit "F": (a) Vie electricity so furnished for Tenant's incidental use equipment to beat a nominal one hundred twenty (120)
volts and with no electrical circuit for lire supply of such equipment to require a current capacity exceeding twenty (20) amperes and (b) the
electricity so furnished for Tenant's lighting to be at a nominal one hundred twenty (120) volts and with no electrical circuit for the supply of such,
lighting to require a current capacity exceeding twenty (20) amperes.
3.2 Notwithstanding any provision of this Lease to the connvry: (a) 'Tenant covenants that its use of electric current shall never
exceed the capacity of the feeders, risers or electrical installations of the Building or the Project, (b) the total connected electrical load for Tenant's
incidental use equipment within the Premises shall iu no case exceed Landlord's per usable square Foot standard, and (a) the total connected electrical
load for Tenant's lighting fixtures within the Premises shall in no ease exceed Landlord's per usable square foot standard. In addition, if Tenant's
actual consumption of electrical power in Vie Premises, as determined in good faith by Landlord puisuarit to such measurement method or methods as
Landlord shall employ from time to tore (including, widioul limitation, the use ofsubmeters and/or pulse meters, electrical survevs and/or engineer's
estimates) exceeds the Electrical Power Consumption Threshold (defined below), Tenant shall pay to Landlord, as Additional Rent in addition to
those costs otherwise payable by Tenant pursuant to Article 4 the sum of.. (i) Landlord's actual direct and indirect costs of supplying such excess
consumption, including, without limitation, all taxes thereon, and the cost of additional wear on Building Systems resulting from such excess
consumption, (ii) all of Landlord's casts of monitoring and measuring such excess consumption and (iii) Landlord's reasonable administration fee
thereon. The "Electrical Power Consumption Threshold" means, for any reasonable calculation period determined by Landlord, the Landlord's
nondiscriminatory per usable square foot standard for electrical consumption (which is intended to represent the average rate of consumption (a kW
par usable square foot basis) during Business Flouts, of an average general office tenant ofthe Building).
3.3 Without Landlord's consent, Tenant shall not install, or permit the installation, in the Premises of any lighting, computers, word
in ocessors, electronic data processing equipment or other type of equipment or machines which (a) will require; a voltage other than n nominal 120
volts or require a current capacity exceeding twenty (20) amperes or (b) will increase Tenant's use of electric current in excess or that which
Landlord is obligated to provide pursuant to this Section 3 of this Exhibit "F" ("Excess Electrical Requirements"), If Tenant shall require orutilize
Excess Electrical Requirements or electric current which may disrupt the provision ofelectrical service to Other tenants in the Building or the Project,
Landlord, at its election: (i) may refuse to grant its consent or (b) may condition its consent upon Tenant's payment in advance of Landlord's total
direct and indirect cost (including, without limitation, a reasonable administration fee) of designing, installing, maintaining and providing any
additional facilities determined by Landlord to be required to satisty such Excess Electrical Requirements (or otherwise minted to the additional wear
on Building Systems associated lherewidh). If Tenant's increased electrical requirements will materially affect the temperature level in the Premises
or In the Building, Landlord's consent may be conditioned upon Tenant's payment of all direct and indirect costs of installation and operation orally
nu¢hincry or equipment necessary to restore the temperature level to that otherwise required to he provided by Landlord, including, but not limited
to. the cost ol'modifter lions to the Building Systems and increased wear and leaf on existing HVAC equipment. Landlord shall not, in anyway, be
liable or responsible to Tenant for any loss or damage or expense which Tema may lase Or sustain if. for any reasons beyond Landlord's
reasonable control. eilher the quantity or chameter of electr is service is chunged or is no longer uvaihablo or suitable fur Tenants requirements.
Water. City water for drinking and rest room purposes.
5 Jnnitnr(a Service. Janitorial mid cleaning services, live (5) days per week (excepliug Holidays). confornhing to the Project standards in
of fact from time to tittle; provided that Landlord shall have no obligation to provide such services to aiv portions of the Premises that are not used
exclusively fur general ullicc purposes. In all events, Tenant shall pay to Landlord the cost of realov;d nTTenari :a refuse and rubbish, to the extent
that the same exceeds the retire and rubbish attendant to normal office usngc and/or to the extent tha Tenant fails to keep the Premises in reasonable
order.
80f mCH,-Cenrer Dr-CIO,nfS..an.hen Lean .I. fshibirF
Any amounts which Tenant is required to pay to Landlord pursuant to this Exhibit '? (and/or for any services provided to Tenant in addition to
those Landlord is required to provide under this Exhibit 'IF' without additional charge) shall be payable upon demand by Landlord and shut[
constitute Additional Rent. From time to time during the Term. Landlord shall have the right to modify the services provided to Tenant hereunder;
provided that the services provided, as so modified, are consistent with Institutional Owner Practices. 'tenant recognizes tint ally access control
services provided by Landlord at the Project are for the protection ol'Londlord's property, and under no circumstances shall Landlord be responsible
for (and Tenant waives any rights with respect to) providing security or other protection for Tenant or its employees, invitees or property in or about
the Premisesor the Project. Landlord makes no representation with respect to the adequacy or fitness of the Project's HVAC system to maintain
temperatures that may be required for operation of any computer, data processing or other special equipment or occupancy of the Premises at
densities above customary general office levels.
RA/ R'Cloir Center [Jr— CitilvfSatm,Um Lets, Exhibit I
EXHIBIT "G"
INSURANCE REQUIREtrIENT'S
Pa11eIe9
1.1 Pronerty Insurance. At all times during the Term of this Lease, Tenant shall procure and maintain, at its sale expense, "All -
Risk" (and at Landlord's option earthquake, earthquake sprinkler leakage and/or flood) property insurance, in an amount not less than one hundred
percent (100%) of replacement cost covering: (a) all Leasehold Improvements (b) all floor and wall coverings; and (c) all Tenant's Personal Property
in or about the Premises slid Project. The proceeds of such insurance shall be used for the repair and replacement of the property so Insured, except
that if not so applied or if this Lease is terminated following a casualty, the proceeds applicable to the Leasehold Improvements shall be paid to
Landlord and the proceeds applicable to Tenant's Personal Property shall be paid to Tenant.
1.2 Business Interruption Insurance. At all times during the Tenn of this Lease, Tenant shall procure and maintain business
interruption insurance in such amount as will reimburse Tenant for direct or indirect loss of earnings attributable to all perils insured against in
Section L I of This Exhibit "G" for a period of not less than twelve (12) months.
1.3 Liability insurance.
1.3.1 At all times during the Term of this Lease, Tenant shall procure and maintain, at its sole expense for the protection of
Landlord and Tenant, commercial general liability insurance applying to the use and occupancy of the Premises and ale business operated by Tenunt.
Such insurance shall have a minimum combined single limit of liability of at least $2,000,000 per occurrence and a general aggregate limit ofat least
$3,000,000, and Tenant shall provide in addition excess liability insurance on a following form basis, with overall limits of at least $5,000,000. All
such policies shall be written to apply to all bodily injury (including death), property damage and personal Injury losses, shall include blanket
contractual liability, broad form property damage, independent contractor's coverage, completed operations, products liability, cross liability and
severance of interest clauses, and shall be endorsed to include Landlord and the Landlord's Additional Insureds as additional insureds.
1.3.2 At all times during the Term of this Lease, Tenant shall procure and maintain, at Its sole expense for the protection of
Landlord and Tenant, primary automobile liability insurance with limits cruet less than $1,000,000 per occurrence covering owned, hired and non -
owned vehicles used by'renant.
1.3.3 Prior to the sale, storage, use or giving away of alcoholic beverages on or from the Premises by Tenant or another
person, Tenant, at its own expense, shall obtain a policy or policies of insurance issued by a responsible insurance company and in a form acceptable
to Landlord saving harmless and protecting Landlord and the Premises against any and all damages, claims, liens, judgments, expenses and costs,
including actual attorneys' fees, arising under any present or future Irv, statute, or ordinance of the State or California or other governmental
authority having jurisdiction of the Premises, by reason crony storage, sale, use or giving away of alcoholic beverages on or from the Premises,
such policy or policies orinsumace sinin have a minimum combined single limit of$3,000,000 per occun-enec and shall apply to bodily injury, fatal
or nonfatal; injury to means of support; and injury to property of any person. Such policy or policies of insurance shall name the Landlord. and its
agents, beneficiaries, partners, employees and any Holdcrof any Security Instrument designated by Lnndlord as additional insureds.
IA Workers' Compensation; Employer's Liability Insurance. Worker's Compensation Insurance. In accordance with the
provisions of Section 3700 of the Labor Code, Tenat, if Tenant has any employees, is required to be insured against liability for worker's
compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, Tenant agrees to obtain and
maintain any employer's liability insurance with limits not less than $1,000,000 per accident.
2. Policv Requirements. All insurance required to be maintained by Tenant shall be issued by insurance companies authorized to do
Insurance business in the State of California and rated not less than A:X in Best's Insurance Guide. All such insurance policies shall be written as
primary policies, tint excess or contributing with or secondary to any other insurance as may be available to Landlord or to the additional insureds. A
cerliticatc of insurance (or, at Landlord's option, copies of the applicable policies) evidencing die insurance required under this Exhibit "G" shall be
delivered to Landlord not less than thirty (30) days prior to the Commencement Date, No such policy shall be subject to cancellation or modification
without thirty (30) days prior written notice to Landlord and to any Holder orally Security Instrument designated by Landlord and such policy shall
be endorsed to provide that the insurer thereunder shall provide Landlord with written notice of any failure by Tenant to pay any premium thereunder
when due and such failure continues for a period of ten (10) days alter such date. Tenant shall rumish Landlord with a replacement certificate with
respect to any insurance not less than thirty (30) days prior to the expiration of the current policy. Tenant shall have the right to provide the insurance
required by this Exhibit "G_ pursuant to blanket policies, but only if such blanket policies expressly provide coverage to the Premises and the
Landlord as required by this 1. ease without regard to claims made under such policies with respect to other persons.
3. Miscellaneous. Tenant shall not keep, use, sell or offer for sale in or upon die Premises any article which may be prohibited by any
insurance policy periodically in force covering the Premises, the Building or the Project. If any of Landlord's insurance policies shall be cancelled or
cancellation shall be threatened orthe coverage thereunder reduced or threatened to be reduced io any hvoy because of the use critic 111,crnises or any
part thereof by Tenant or any assignee. srblenant, licensee or invitee of Tenant and, if'fenanl fails to remedy the condition giving rise to such
cancellation, threatened cancellation. reduction ofenveroge, or threatened reduction of coveruge, within 48 hours after notice thereof, Landlord may.
at its option, either terminate this Lease or enter upon the Premises and attempt to renhedy such condition. and Tenaw shall promptly pay the cost
thcrcof to Landlord as Additional Rent. If Landlord is unable. or elects not to remedy such condition. then Landlord shall have all urthc remedies
provided liter in this Lease upon the oecunenec )ran Event of Default. Tennml shall not do or permit to be done any act or things upon or about the
Premises or the Project. which will: (e) result in the assertion of tiny defense by die insurer to any claim under, (b) invalidate or (c) be in conflict
with. the insurance policies or 1-=mdlurd ur Tenant covering the Building. the Premises or fixtures and property therein. or which would incrense the
rate of lire insurance applicable to die Building urn the Project to tin amount higher limn it otherwise would be; and Tenant shall neither do nor pemnit
to be done tiny act or thing upon or about the Premises or the Building which shall or aright subject Landlord to any liability, or responsibility, I'nr
injury to any person or persons or to property. II'. as a result crony act ur omission by or on We port or-fenonl or violation of this Lease. whether or
$01 WOvir Center Ur- Ciry• rrf.Sun/n Ana Lefire -I- Lchhbit G
not Landlord has consented to die same, the rate of "AII Risk" or other type of! isurance maintained by Landlord on or with respect to die Building
and fixtures and property therein, sboll be increased to an amount higher than it otherwise would be, Tenant shall reimburse Landlord for all
increases of Landlord's insurance premiums so caused within ten (10) days alter delivery of written demand therefor by Landlord. In any action ar
proceeding wherein Landlord and Tenant are parties, a schedule or "make-up" of rates for the Projector the Premises issued by the body making fire
insurance rates or established by insurance carrier providing coverage for the Building or demised premises shall be presumptive evidence of the
facts stated therein including the items mid charges taken into consideration in Axing the "All Risk' insurance rate then applicable to the Building or
the Premises.
901 m Leavt .2' IN11hitG
EXFII BIT "H"
REMEDIES
Remedies far Events of DCIh UIt
1.1. Landlord's Right To Terminate Upon Tenn a Bela art. In the event orally Event of Default by Termites provided in Section
ICI of the Lease, Landlord shall have the right to lenninate this Lease and recover possession of the Premises by giving written notice to Tenant of
Landlord's election to lenninate this Lease, in which event Landlord shall be entitled to receive from Tenant: (a) the worth at the time oraward or
oily unpaid Rent which had been earned at the time of such termination; plus (b) die worth at the time of award of the amount by which the unpaid
Rent which would have been earned after termination until (he time oraward exceeds the amount of such rental loss Tenant proves could have been
reasonably avoided; plus (c) the worth at the dine of award orthe amount by which die unpaid Real for die balance of the Term after the time of
award exceeds die amount of such rental loss that Tenant proves could be reasonably avoided; plus (d) any other amount necessary to compensate
Landlord for all the detriment proximately caused by Tenant's failure to perform its obligations under this Lease or which in the ordinary course of
things would be likely to result therefrom; and (e) at Landlord's election, such other amounts in addition to or in lieu of the foregoing as may be
permitted from time to time by applicable law. As used in clauses (a) and (b) above, "worth at the time oraward" shall be computed by allowing
interest at the then highest lawful contract rate of interest. As used in clause (e) above, "worth at file lime of award" shall be computed by
discounting such amount at the Interest Rate.
1.2 Landlord's Right To Continue Lease Upon Tenant Default. In the event of an Event of Default of this Lease and
abandonment of the Premises by Tenant, if Landlord does not elect to terminate this Lease as provided in Section 1.1 of this Exhibit "H" Landlord
may from time to time, without terminating this Lease, enforce all of its rights slid remedies under this Lease. Without limiting the foregoing,
Landlord has the remedy described in California Civil Code Section 1951.4 (Landlord may continue this Lease in effect after Tenant's breach and
abandonment and recover Rent as it becomes due, ifTenant has the right to sublet or assign, subject only to reasonable limitations).
1.3 Right of Landlord to Perform. All covenants and agreements to be performed by Tenant under tills lease shall be performed
by Tenant at Tenant's sole cost and expense. If Tenant shall fail to pay any sum of money, other than Base Rent, required to be paid by it hereunder
or shall fail to perform any other act on its part to be performed hereunder, then, in addition to and without prejudice to any other right or remedy of
Landlord, Landlord may cure die same at the expense of Tenant: (n) immediately and without notice in the case: (1) of emergency, (ii) where such
default unreasonably interferes with any other tenant in the Project, (iv) a failure to satisfy or otherwise discharge ally Encumbrance, (iv) where such
default will result in the violation of Law or the cancellation of any insurance policy maintained by Landlord, or (v) any Failure of Tenant to perform
any of its obligations under Section 3 3 1 and Section 105 of this Lease above and (ii) in any other case if such default continues for ten (10) days
from die receipt by Tenant of notice of such default from Landlord. Any sums so paid by Landlord and all incidental costs plus Landlord's
reasonable administration fee thereon, together with interest thereon at the Default Rate fi'onh the date of such payment, shall be payable to Landlord
as Additional Rent on demand, and Landlord shall ]move the same rights and remedies in die event of nonpayment as in the case of default by Tenant
in the payment of Rent. 7'hls Section 1.3 of this Exhibit JT' shall survive the expiration or termination of this Lease.
1.4 Late Pavment. If two (2) or more Rent Delinquencies shall occur in any twelve (12) month period, Landlord may, without
prejudice to any other rights or remedies available to it, upon written notice to Tenant: (a) require all remaining monthly installments of Rent to be
paid three (3) months in advance and/or (b) require Tenant to increase the Security Deposit (if any) by an amount equal to one month's Rent.
1.5. Subleases of'reamt. Whether or not Landlord elects to terminate this Lease on account of m Event of Default, Landlord shall
have the right to either: (a) terminate may and all subleases, licenses, concessions or other consensual arrangements entered into by Tenant that affect
die Premises or (b) in its sole discretion, elect to succeed to Tenant's interest in such subleases, licenses, concessions or arrangements (in which case,
as critic date ofsuch election, Tenant shall have no further right to or interest in the rent or otter consideration receivable thereunder).
2. Efforts to Redet. No re-entry or taking of possession of the Premises by Landlord following an Event orDefuult shall be construed AS an
election to terminate this Lease unless a written notice of such election shall be given to Tenant or unless the termination lhereor be decreed by u
court of competent jurisdiction, and Tenant's right to possession shall not be deemed to have been terminated by efforts of Landlord to relel toe
Premises, by its acts of maintenance or preservation with respect to the Premises, or by appoinment of a receiver to protect Landlord's interests
under the lease. The Foregoing enumeration is not exhaustive, but merely illustrative of acts which may be performed by Landlord without
terminating Tenant's right to possession. Notwithstanding any reletting of the Premises following any Event of Defmdt without termination of this
Lease by Landlord, Landlord may at oily time slier such reletting, elect to terminate this Lease for any Event of Default. To die fullest extent
permitted by Law, the proceeds of any reletting orthe Premises shall be applied: (it) first, to pay to Landlord all costs and expenses of such releRing
(including, without linlitation, costs and expenses of retaking or repossessing the Premises, removing persons and property, therefrom, securing new
tenants, including expenses for redecoration, alterations anti other costs in connection with preparing die Premises For the new tenant, and if Landlord
shall maintain and operate the Premises, the costs thc•eot) and receivers' Fecs incurred in connection with the appointment orand performance by a
receiver to protect the Premises and Landlord's interest under this Lease and any necessary or reasonable ulterations; (b) second, to the payment of
oily indebtedness orTenent to Landlord other than Rent due and unpaid hereunder: (c) third, to the payment of Rent due and unpaid hereunder; and
(d) the residue, irony. shall be held by Landlord and applied in payment ol'other or future obligations of Tenant to Landlord as.the some may become
due and payable, and Tenant shall not be entitled to receive any portion of such revenue. 'this Section 3 of this Exhibit "H" still]] survive the
expiration or tenmination orlhis Lease.
3. Cumulative Remedies, The specific remedies to which Landlord may resort under the terms of (his Lease are cumulative and tire not
intended to be exclusive orally other remedies or means of redress to which it may be lawfully entitled in case orally breach or thremmned breach by
Tenant orally provisions of this Lease. In oddilion to tiro Ober remedies provided in this Lcose, landlord shall be entitled to a restrn]nl by injunction
ordic violation or attempted or threatened violation ol'any orthe covenants. conditions or provisions of this ].ease or to a decree compelling specific
perFinvuuuc crony such covenants. condition or provisions. in addition, upon the occurrence ()run Event of Dclhult by Tenant, if the Premises or
any portion taereof ore sublet, landlord, in addition and without prejudice to any other remedies herein provided or provided by Law, may, at its
3#1 f'Chle Cramer Dr— CilrufSrmra Ana Leave -1- Exhibit 11
option, collect directly from the sublessee all rentals becoming due to the Tenant and apply such rentals against other suns due hereunder to
Landlord.
4. Walver of Met of Redemniton, Tenant hereby waives for Tenant and for All those claiming under Tenant all right now or hereafter
existing to redeem by order or judgment or any court or by any legal process or writ. Tenant's right or occupancy or the Premises after any
termination of this Lease. Notwithstanding any provision of this Lease to the contrary, the expiration or termination of this Lease and/or the
lamination orTenant's rights to possession of die Premises shall not discharge, relieve or release Tenant from any obligation or liability whatsoever
under any indemnity provision of this Lease, including without limitation the provisions of Section 14,1 of the Lease.
801 ICChic Center Dr- 001 of.Suura.ann Leave -2- 6shibil I
EXHIBIT "I"
FORM OF TENANT ESTOPPEL CERTIFICATE
The undersigned as Tenmht under that certain Office Lease dated 20_ (the "Lease") between CF SANTANA, LLC, a
Delaware limited liability company, as landlord, end the undersigned, as tenant, for Premises on the_ Boor orthe Office Building located at 901
West Civic Center Drive, Santa Are, California certifies as follows:
I. True, correct and complete copies of the Lease and all amendments, modifications and supplements thereto are attached hereto and tie
Lease, as so amended, modified and supplemented, is in full force and effect, and represents the entire agreement between Tenant and
Landlord with respect to the Premises and the Property. There are no amendments, modifications or supplements to the Lease, whether oral
or written, except as follows (include the date of such amendment, modification or
2, The undersigned has commenced occupancy of the Premises described in the Lease, currently occupies the Premises, and the
Commencement Date of the Lease occurred on .20—.
b. Tenant has not transferred, assigned, or sublet any portion of the Premises nor entered into any license or concession agreements with
respect thereto except as follows:
4. Base Rent became payable on
S. In accordance with die Lease, Rent commenced to accrue on , 20_
6. The Terns of the Lease expires on
7, 'fire Lease provides for an option to extend the terns of the Lease for _ years. The rental rate for such extension term is as follows:
, Except as expressly provided in the Lease, end other documents
attached hereto, Tenant does not have any right or option to renew or extend the term of the Lease, to lease other space at tlue Property, nor
any preferential right to purchase all or any pan of the Premises or the Property.
S. All conditions of the Lease to be performed by Landlord necessary to the enforceability of the Lease have been satisfed and Landlord is
not in default thereunder. All space and improvements leased by 'Tenant have been completed and furnished in accordance with the
provisions of the Lease, and Tenant has accepted and taken possession of the Premises.
9. 'there are no offsets or credits against rentals payable under the Lease and no free periods or rental concessions have been granted to
Tenant, except as follows:
10. All monthly installments of Base Rent, all Additional Rent and all monthly installments of estimated Additional Rent have been paid when
due through . The current monthly installment of Base Rent is S
11. The undersigned acknowledges that this Estoppel Certificate may be delivered to Landlord's prospective mortgagee, or a prospective
purchaser, and acknowledges that it recognizes that ifsame is done, said mortgagee, prospective mortgagee, or prospective purchaser will
be relying upon die statements contained herein in making the loan or acquiring the property of which tie Premises are a part, and in
accepting an assignment of the Lease as collateral security, and that receipt by it of this certificate is a condition of making or the loan or
acquisition of such property.
Each individual executing this Estoppel Certificate on behall'of Tenant hereby represents and warrants that Tenant is a duly formed and
existing entity qualified to do business in California and tbat Tenant has Rill right and amhoriry to execute and deliver this Estoppel Certificate and
that each person signing on behalrof'fenant is authorized to do so.
Executed at _ on the —dry of , 20_.
"Tenant":
By:
Name:
V/ N'CiGie Center Dr—Qroj'Smaa Ana Lease - - fxhibil1
EXHIBIT "J"
OPTIONS
This Exhibit "Pconsists of the following Schedules: Schedule "J. I" (Extension Option[sj); Schedule 1.2" (Additional Space Opticn(sj); and
Schedule "J-3" (Determination of FMRR), all of which are incorporated herein by this reference. Notwithstanding anything to the contrary in this
Lease: (a) all of the rights and options of Tenant that are described in this Exhibit "J" (collectively, the "Options") are and shall be personal to the
Original Tenant, are not lransrcrable and may only be exercised by the Original Tenant (and not by any assignee, sublessee or other Transferee or
Tenant's interest in this Lease). and (b) the Extension Option and Right of First Offer maybe exercised only on the condition that, at the applicable
time, the Original Tenant then occupies the entire Premises. In addition, notwithstanding anything to the contrary In this Lease, at the election of
Landlord (in its sole and absolute discretion): (1) any attempted exercise by Tenant of the Extension Option or Right of First Offer shall be invalid
and ineffective if, as of the date of such attempted exercise: (A) Tenant is in default under this Lease or (B) Tenant has previously been in default
under (his Lease more than two times, and (ii) if as of the date that the Extension Option or Tenant's lease of any Leased First Right Space (defined
below) would otherwise commence: (A) Tenant is in default under this Lease or (B) Tenant has previously been in default under this Lease more
than two times, Landlord may cancel Tenant's exercise of the Extension Option or (he Right of First Offer with respect to the applicable Offered First
Right Space, as applicable, by delivery of written notice to Tenant.
gill O'Clrir Center Dr-C'rn, afSanra Ina lease -1- ExliibiiJ
Schedule ".J-1"
Extension Options
I. Onmt of Option. Subject to all of the terns and conditions of this Schedule "J-I", in connection with Tenant's lease of die Premises,
Tenant shall have two (2) options (each an "Extension Option") to extend the term of this Lease as to the entire Premises then subject to this Lease,
each for an additional term (each "Extension Term") of sixty (60) months, subject to and upon the temps and conditions contained in this Schedule
'•1_I ". The Extension Temi shall commence upon the day immediately following the than scheduled Expiration Dale, and shall be upon the same
terms and conditions as are provided for in his Lease, as then amended, except that: (a) if Tenant falls to timely exercise die Extension Option, the
Extension Option (and any other rights to extend or renew the Tenn) shall lapse and Tenant shall have no further right to extend die Tenn or the
Lease, (b) there shall be no further options to extend die Term pursuant to this Schedule `9-I" or otherwise following the second (2"a) Extension
Tenn, (a) Tenant shall not be entitled to any credit against Rent or any other rent concession or rent allowance or abatement of Rent, except as
specifically provided in the definitimi of the FMRR, (d) die Base Rent for die Extension Term shall be as provided in Section 3 of this Schedule "1-
IJ' end (e) the Base Year for the Extension Temi shall be the calendar year in which die Extension Term commences.
2 Exercise. An Extension Option may be exercised only by Tenant giving written notice of exercise (an "Extension Notice'") to Landlord on
or before the date that is not more than twelve (12) and not less than nine (9) months prior to die then scheduled Expiration Date. If Tenant does not
deliver an Extension Notice to Landlord within the time period set forth above (time being of die essence), then Tenant shall be deemed to have
forever waived and relinquished die Extension Option, and any other options or rights to renew or extend the Term effective after the then Expiration
Date shall terminate.
3 Annual Base Rent. The Bose Rent payable for the Premises during an Extension Temi (the "Extension Term Bose Rent") shall be equal
to (a) the Rentable Area of the Premises then subject to this Lease, multiplied by (b) the FMRR of the Premises as of die first day (an "Adjustment
Date") of such Extension Term, and shall be determined as follows.
3.1 1rTenant duly exercises the Extension Option, Landlord shall within thirty (30) days thereafter, deliver to Tenant n written notice
(a "M urhet Rent Notice") or Landlord's determination of what Landlord then believes the FMRR (and Extension Terri Base Rent) would be for the
Premises during die Extension Term.
3.2 Within ten (10) days after Tenant's receipt of a Market Rent Notice, Tenant shall deliver to Landlord written notice (a "Market
Rent Response Notice") electing either. (a) to accept the FMRR (and Extension Term Base Rent) set forth in the Market Rent Notice, in which case
the FMRR (mid Extension Tenn Base Rent) shall be as set forth in the Markel Rent Notice, or (b) to reject Landlord's determination of the FMRR
(and Extension Term Base Rent), in which case the FMRR (arid Extension Term Base Rent) shall be determined in accordance with Schedule "J.3".
3.3 If Tenant fails to deliver Tenant's Market Rent Response Notice within ten (10) days after its receipt of a Market Rent Notice (or
Calls in its Market Response Notice to expressly reject Landlord's determination of the FMRR (and Extension Term Base Rent) set forth in a Market
Rent Notice), Tenant shall conclusively be deemed to have accepted Landlord's determination of the FMRR (and Extension Term Base Rent) set
foitth in the Market Rent Notice.
801 {I'Cirdr Ceuler Or—Cilr'nf.Smrrrr .Inn Lntre -?- Exhibit J
Schedule
Riaht or First Offer
I CrC_ant. Subject to all of the terns and conditions of this Exhibit 'T' Tenant shall have lie right (the "Right of First Offer") to elect to
lease any portion of the First Right Space (defined below) that becomes Available for Lease (defined below) at any time during the Term, The "First
Right Space" Or any space on the second (2"a) floor of the Building dint is not within the Premises. A portion of the First Right Space shall be
"Available For Lease" iE (a) Landlord receives a Third Party Offer (defined below) with respect to such space, (b) such space is vacant or is
scheduled to become vacant within six (6) months, and (c) such space is not subject to any then existing expansion or renewal rights orally type that
is or are set forth in oily lease affecting space in the Project, "A Third Party Offer" means any written offer or proposal for the louse of all or any
Portion of the First Right Space that is delivered by Landlord to a third party, or that is received by Landlord from a third party, in either case, on
ternis that are acceptable to Landlord (excluding oily such offers or proposals that either: (i) relate to any expansion or renewal rights that are set
Forth In any lease affecting space in the project that exists as of the Effective Date or (fi) are for the renewal or extension of the tern of fie lease for
any then existing tenant of the applicable portion of the First Right Space).
Procedure for Offer and Acceptance.
2.1 First Offer Notfcc. Subject to the terms and conditions of this Schedule 11J-21, if all or any portion of the First Right Space
becomes Available for Lease, Landlord shall notify Tenant thereof in writing (the "First Offer Notice"). The First Offer Notice shall also: (a)
describe (arid state the Rentable Area of) the portion of the First Right Space that is then Available for Lease (the "Offered First (tight Space"), (b)
state the date (the "Offered Space Scheduled Commencement Dale") upon which Landlord then believes the Offered First Right Space will be
available for delivery to Tenant, (c) state Landlord's determination of tie economic temps (including the Base Rent, Bose Year, Improvement
Allowance, abated Rent and other Rent Concessions defined below) on which Landlord is willing to lease the Offered First Right Space to Tenant
(the "Offered Terms"), and (d) state that the expiration or Tenant's lease of the First Right Space shall be coterminous with the lease for the
Promises, provided that; (i) if there shall be less than five (5) years remaining in the Terri as of the at the Offered Space Scheduled Commencement
Date for any Offered First Right Space, the First Offer Notice shall state that Tenant's exercise of its Right of First Offer with respect to such Offered
First Right Space is conditioned upon Tenant concurrently exercising an Extension Option (with it being understood and agreed that Tenant shall
have no right under this Schedule "1-2' to lease oily portion of the First Right Space for which the Offered Space Scheduled Commencement Date
Will occur during the last five (5) years of the Tern unless, (A) at such time, Tenant shall have an unexercised Extension Option and (B) Tenant
shall, in its Tenant's Acceptance Notice, exercise such Extension Option,
2.2 Tenant's Acceptance Notice, Tenant may exercise its right to lease the Offered First Right Space identified In Ely First Offer
Notice only by delivering to Landlord, not more then ten (10) business days after Landlord's delivery of the applicable First Offer Notice, written
notice ("Tenant's Acceptance Notice") stating that 'recent accepts Landlord's otter to lease the Offered First Right Space. If Tenant does not
deliver Tenant's Acceptance Notice to Landlord within five (5) business days after Landlord's delivery ol'ony First Offer Notice, time being of file
essence; then subject to Section 2.3 below, Tenant's Right of First Offer shall no longer apply to the applicable Offered First Right Space mid,
Landlord shall be free to lease the Offered First Right Space described in the First Offer Notice to third parties selected by Landlord at such rental
rates and upon such terms as Landlord it, its sole discretion may desire.
23 Landlord's Obfieation to Re -Offer. Notwithstanding die foregoing, before leasing any Offered First Right Space to any other
person or entity on economic terms that me more than ten percent (10%) more favorable (on an annualized not effective rent basis) than die Offered
Terms specified in the First Offer Notice, subject to all ofthe terms and conditions of this Schedule "J-o", Landlord must re -offer such Offered Fist
Right Space to Tenant on the more favorable economic terms by delivering another First Ofrer Notice with respect to such space in accordance with
Section 2.1 of this Schedule "J-2" and Tenant shall again hnve the right to elect to lease such space by delivering a Tenant's ROM Acceptance
Notice in accordance with Section 112fb1 of this Schedule 11.I-2" provided that Tenant shall have only five (5) business days after receipt of any
such First Offer Notice within which to deliver its 'Tenant's Acceptance Notice with respect to such Offered First Right Space that is re -offered to
Tenant in accordance with this Section 2.3,
'term; Itentr Other 1'm•uis.
3.1 if Tenant duly exercises its Right of First Offer in accordance with this Schedule "J-2" with respect to any Offered First Right
Space that is identified in any First Offer Notice (any such space "Leased First Right Space"). then; (a) the term orthe lease orsuch Leased First
Right Space shall commence upon the (late (die "first Right Commencement Date") that Landlord tenders to Tenant delivery of possession of such
Leased First Right Space, (b) the expiration of Tenant's lease arrive Leased First Right Spice shell be coterminous with the lenminadon of the Lease
I'or the then existing Premises, (c) except as expressly provided to the contrary in this Schedule "J-2" , the remaining terns ofTena['s lease of such
Leased First Bight Space shall be the terms and conditions of this Lease (pr(Wided that all provisions of the Lease which vary based upon the
Rentable Area of the Premises shall be adjusted to rellect the addition ofthe Lensed First Right Space to the premises) and (b) Landlord and Tenant
shall reasonably promptly lherealler execute an amendinent to this Lease for such Leased First Right Space upon the tcrnhs and conditions as set forth
in the First Offer Notice. subject to (he provisions orthis Suhedole
12 1'he nmmhly base rent payable by Tenant with respect to any Leased First Right Space (the "ROFO Rent!") Shall continence on
thm
e applicable First Right Commencement Date and shall be equal to the product ill'; (a) the runner of square feet ur Rentable Area contained in
such teased First Right Space and (b) the FhIRR for such Leased First Right Spice. frill (lie applicable Acceptance Notice, Tenant expressly rejects
Landlord's determination of the FMRR (and ROFO Rent) for the applicable Lensed First Right Space, then [lie FMRR (and ROFO Rent) for such
Leased First Right .Space shall he deten»ined in accordance with Schedule "J-7•', provided thin if the FMRR (arid ROFO Rent) for 'lily Leased First
Right Spice shall not be determined is of the First Right Cunmmenceman Dale. the parties shall utilize Landlord's Submitted FMRR (defined below)
to determine the ROfO Ran for the applicable Leased First Right Space• and if Ien int's Submitled FMRR shall be ultimately selected posunnt to
8a( W'Cirir Center Or-Ciq' n/'Snnrrt:4rrn Lena .3- I'.xhihir 1
Schedule °J-3". Tenant shall be given a credit against ROFO Rent next due hereunder equal to the amount of any overpayment. If Tenant fails, in the
applicable Acceptance Notice, to expressly reject Landlord's determination of the FMRR (and ROFO Rent) set forth In die applicable First Offer
Notice, then Tenant shall conclusively be deemed to have accepted Landlord's determination of the FMRR (and ROFO Rent) for the applicable
Leased First Right Space as set forth in the applicable First Offer Notice. Notwithstanding anything to the contrary herein. Tenant shall pay
Additional Rent with respect to any Leased First Right Space in die same nanner as for the Initial Premises, including, without limitation, in
accordance with the provisions of Section .2 of the Lease, and Tenant's Percentage Share shall be increased to take into account the expansion of
the Premises to include such Leased First Right Space.
3.4 Delivery and Condition of Leased First Riaht Space; Delivery Improvement.
3.4.1 Landlord shall endeavor to deliver the Leased First Right Space to 9-client on or before the applicable Offered Space
Scheduled Commencement Date (as idenlilied in the applicable First Offer Notice); provided, however, that if for any reason, Landlord is not in a
position to so deliver such Leased First Right Space on such date, Landlord shall not be in breach under this Lease and otherwise shall have no
liability to Tenant so long as Landlord uses commercially reasonable efforts to deliver such Leased First Right Space to Tenant as soon as reasonably
possible thereafter.
3.4.2 Tenant shall accept any Leased First Right Space in its then existing "AS IS" condition and state of repair, and
Landlord shall not be required to perform any work, supply any materials or incur any expense (including the granting crony allowance to Tenant
with respect thereto) to prepare any Leased First Right Space for Tenant's occupancy; provided, however, that: (a) Landlord shall cause the Leased
First Right Space to be demised prior to the date on which it is delivered to Tenant, acid (b) to the extent (and only to die extent) determined in
connection with determination of the FMRR for any Leased First Right Space: (i) if such Leased First Right Space has not, prior to the date the same
is delivered to Tenant, previously been improved, Landlord shall grant to Tenant, a rent free construction period (with respect to the ROFO Rent
payable for such Leased First Right Space only) for die construction of the initial Leasehold Improvements (if any) in such Leased First Right Space,
and (B) Landlord may grant to Tenant an improvement allowance to be used for costs that are incurred in connection with tie construction of the
initial Leasehold Improvements (i f any) in such Leased First Right Space. The construction of all Leasehold Improvements by Tenant in any Leased
First Right Space shall comply with the provisions of Article 10 of the Lease
80111Cirle Cenror Dr—Ciq uf.Snrnn:tun Lear A- 1-:xhiho I
Schedule "J-3"
Determining FMRR.
Par purposes ofdetermining the FMRR, the following procedure shall apply
I 11'Tenant duly exercises any Extension Option and Only rejects Landlord's determination (in its Market Rent Notice of the FMRR Pot the
Extension, then Lnndlard and Tenant shall endeavor to agree upon the FMRR for die Extension Term on or before the Outside Agreement Date
(defined below). If Landlord and Tenant are unable to agree upon the FMRR far the Extension Tenn on or belore the Outside Agreement Date, then
the FMRR for the Extension Terui shall be determined by arbitration pursuant to Section 2 of this Schedule J-3". The "Outside Agreement Date"
means the dale that is ten (10) business days after the dale that Tenant notifies Landlord, in Its Market Rent Response Notice that Tenant his rejected
Landlord's initial determination ofthe FMRR for die Extension Tetra.
2 If Landlord and Tenant shall fail to agree upon the FMRR for die Extension Term on or before the applicable Outside Agreement Date,
then within ten (10) business days thereafter, each of Landlord and Tenant shall submit to the other its final determination of Die FMRR for the
Extension Tenn and such final determinations shall be submitted to arbitration (as Tenant's and Landlord's "Submitted FMRR," respectively) in
accordance with the following:
2.1 Landlord and Tenant shall each appoint one arbitrator who shall by profession be a real estate broker who shall have been active
in the leasing of the Project and the Comparable BulIdings over the five (5) year period ending on the date of such appointment. The determination
of ors the arbitratshall be limited solely to the issue as to whether Landlord's or Tenant's Submitted FMRR is the closest to the actual FMRR for the
Extension Term, as determined by the arbitrators, taking into account the requirements of this Schedule "J-3", Each such arbitrator shall be
appointed within fifteen (15) business days after the Outside Agreement Date.
2.2 The two arbitrators so appointed shall, within ten (10) business days of the date of the appointment of the second appointed
arbitrator, agree upon and appoint a lhild arbitrator who shall be qualified under the same standard as described in Section 2A of this Schedule'?-3"
(with respect to appointment ofthe initial two arbitrators).
2.3 The three arbitrators shall, within thirty (30) days of the appointment of the third arbitrator, reach a decision as to whether the
parties shall use Landlord's or Tenant's Submitted FMRR and shall notify Landlord and Tenant thereof; provided that: (a) if either Landlord or
Tenant fails to appoint an arbitrator within fifteen (15) business day period described in Section 2.1 of this Schedule J-P Bien the arbitrator
appointed by the other party shall solely reach a decision as to the FMRR for the Extension Teran and notify Landlord and Tenant thereof within
thirty (30) days following expiration of such fifteen (15) business day period, and such arbitrator's decision shall be binding upon Landlord and
Tenant, and (b) if the two arbitrators fail to agree upon and appoint a third arbitrator, or both parties fail to appoint an arbitrator, then the appointment
ortie thirdarbitratoror any arbitrator shall be dismissed and the matter to be decided shall be promptly submitted to arbitration under the provisions
of the American Arbitration Association (Ore `AAA'), but subject to the instructions set fords in this Schedule "J-3".
2.4 The decision of tho majority ofthe three arbitrators (or in the case of decision made under clause (a) or (b) of Section 2.3 of this
Schedule 1-3", the decision of the single arbitrator or doe moitrator(s) appointed by the AAA) shall be binding upon Landlord and Tenant, shall be in
writing and shall be non -appealable, and counterpart copies thereof shall be delivered to Landlord and Tenant. Ajudgment or order based upon such
sword may be entered in any court of competent jurisdiction. 1n rendering their decision and award, the arbitrators shall have no power to vary,
modi fy or omend any provision of this Lease.
2.5 Landlord and Tenant still][ each bear M of the cost of the arbitration described in this Section 2 ofthis- Schedule'?-3".
DSO/ li'Civie Caner Dr—Clp: n%,Saura rinn Lent¢ -p- Gshil+ii .I
EXHIBIT "K„
EYEBROW SIGN
I. Grant of Riehts. In connection with Tenant's lease orthe Premises, subject to all of the terms and conditions of this Exhibit "K". Tenant
shall have the non-exclusive right to cause Landlord to display signage (lie "Eyebrow Sign") identifying Tenant by its Business Name (defined
below) on the Building in the location described in Section 2.1 of this Exhibit" ". All of the Tenant's rights under this Exhibit "K" are personal to
the Original Tenant and are not transferable in connection with any Transfer or otherwise. "Business Name" means only "City of Santa Ana", or any
other business or trade name of Tenant Nat not an Objectionable Name. "Objectionable Name" means any name that: (u) relates to an entity that is
are character or reputation, or is associated with a political orientation or faction that is materially inconsistent with the quality of the Project, or
which would otherwise reasonably offend an institutional quality landlord of a building comparable to the Buildings in Downtown Sanl<i Ana, inking
into consideration the size and visibility of fire Pylon Sign or (b) conflicts with any then existing covenants in other leases oFspace in die Building or
Project,
Location: Spccifcations ant] Permits.
2.1 Subject to Section 2,2 of this Exhibit 'V below, The Eyebrow Sign shall be located on the "eyebrow level" of the Building (i.e.,
just above the first floor of die Building) on a side of die Building reasonably designated by Landlord. The graphics, materials, color, design,
lettering, size, exact location, lighting (if any) and specifications and all other aesthetic factors (collectively, the "Sign Specifications") of the
Eyebrow Sign shall be approved by Landlord in its sole and absolute discretion. In addition, all of Tenant's rights under this Exhibit "K" with
respect to the Eyebrow Sign shall be subject to: (a) the receipt of end continuing compliance with all required governmental permits and approvals
(and the submission of copies thereof to Landlord) required for the installation and continuing display of each of the Eyebrow Sign and (b) the
continuing compliance of the Eyebrow Sign with all applicable Laws.
2.2 Landlord shall have the right, in its sole but good faith discretion to: (a) position end/or reposition the Eyebrow Sign on the
Building in any manner as it shall reasonably determine (provided that such Eyebrow Sign shall be located on the side of the Building described in
Section 2.1 of this Exhibit "K" above) and (b) place on or about the Building m• Project (or on other signs for the Building or Project): (1) the name
of(and/or other identifying information for) Landlord, the Building and/or Project or (ii) such other names, business names, trade names or affiliate
names representing such other nations or persons, in either case, as Landlord shall determine in its sole and absolute discretion.
3 Cost and Iblaintenance. The Eyebrow Sign shall be fabricated and installed by a contractor retained by Landlord, and shall be operated,
and maintained by Landlord, Tenant shall, within ten (10) business days following Landlord's demand therefor, reimburse Landlord as Additional
Rent, for all costs and expenses actually incurred by Landlord in connection with or relating to die fabrication, installation, operation, maintenance,
repair, and eventual removal and disposal of the Eyebrow Sign, including, without limitation, the cost of utility charges and hook-up fees (if
applicable), permits, and maintenance and repairs. The terms of this Section 3 of this Exhibit "K" shall survive the expiration or earlier tenninadon-
orthis Lease.
Tcrirnhitlont Removal,
0 Notwithstanding any provision of this Lease to the conuary, by notice delivered to Tenant, Landlord may, at its option, elect to
tmminate nil of Tenant's rights with respect to the Eyebrow Sign: (a) at any time that die Original Tenant (together with any Permitted State &
County Transferees in accordance with Section 11.1.2 above) is no longer leasing and occupying 20,000 16F in the Building, (b) if this Lease is
assigned to any Person, aria) ifmry Event of Default occurs.
4,2 Upon die expiration or earlier termination of this Lease, or alter termination of Tenant's rights with respect to the Eyebrow Sign
as provided above, Landlord may, at Tentim's sole cost and expense remove the Eyebrow Sign from the Building and cause the areas in which such
Eyebrow Sign was located to be restored to the condition existing immediately prior to die placement ursteh sign (subject to ordinary wear and tear).
Tenant shall reimburse Landlord for all of its costs incurred in connection therewith in accordance with Section 3 of this Exhibit "K" above. The
tennis of this Section 11.2 of this Exhibit "K"shall survive the expiration or earlier tenuination of [his Lease.
801 IFChlr Caber Dr— Otto%Snum: tan Leal,; .I- Gxhibil K
ENIII BIT "L"
STATE REQOIREh9ENTS
I. If applicable, Landlord will provide a Seismic Certificate of Applicable Code in the form described in Schedule "L-1" with respect to
seismic adequacy.
2. Landlord has provided the Accessibility Survey with respect to the Premises and the path of travel frondto public transportation and public
rights -of -way, parking and reswoom areas attached hereto as Schedule "L-2' Landlord will perform all work required to correct the
conditions identified in: (a) Fonn 1 (restriping ADA stalls); (b) Form 3A (Item 2) (install an Intercom system that will alert dedicated
personnel to assist those in need from the public sidewalk); (e) Form 13 (modify elevator panels to provide minimum toe kick clearance);
and (d) Form IG (update the 2"' Boor restrooms). The condition identified in Form g (Stairs) will not be corrected, and is accepted by
Tenant as an acceptable hardship.
3. Landlord will additionally provide a Verified Report Form G rollowing completion of construction.
801 W Clvlr Center l), 00 ofSanhr Arne Lumv - I- [shibil B
Schedule "L-1"
parnl of Seismic Certificate of AppIle a hle Code
(nllnched]
4fiW)c J'12JJ.1751 -�-
14 November2016 BJ# 1610377
William Lee, Vice President
Ocean West Capital Partners
315 W. 9 h Street, Suite 808
Los Angeles, CA 90015
eraucruaAu Subject: Seismic Certificate for California Department of General Service
a CIVIL 801 Civic Center Drive
E NO IN EEtts
Dear Mr. Lee:
Attached please find the Seismic Certlficate requested by California Department of General Service
(DGS) for the 4 story building at 601 Gvic Center Drive, Santa Ana, CA 92701.
The building was constructed In about 1983. The certificate states that this building was designed to
meet the 1976 or subsequent editions of the Uniform Building Code and does not have any one of
the enumerated characteristics or conditions listed in the certificate.
The bullding has the condition of:
• Welded steel moment frames (WSMF) that constitute the primary seismic force -resisting
system for the building, and
• the structure was designed to code requirements preceding those of the 1997 edition of
the Uniform Building Code.
However, the building has not:
• experienced an earthquake of sufficient magnitude and site peak ground motions that
Inspection Is required when any of the conditions of Section 3.2 of FEMA 352 Indicate an
Investigation of beam -column connections is warranted
The certificate does not require any analysis of the building or any comparison to the latest Building
Code. Any soft story, discontinuity or irregularity that may be present in the building may affect the
performance of the building in the event of a large earthquake.
Our professional services have been performed with the intent to meet the degree of care and skill
ordinarily exercised by reputable structural engineers practicing In this or similar localities. No other
warranty, expressed or implied, is made as to the professional advice or opinions included In this
report.
If you have any questions regarding Information presented in this letter or the attached certificate,
please feel free to contact us.
Sincerely,
BRANDOW & JOHNSTON, INC.
Ryan 'shoff, S.E., LEED AP
Princil
Attachment: Seismic Checklist
seismic Certificate
G:\16\1610377 Ocean West 801 W Civic Cntr Santa Ana Seismic Cert\1610377 801 W Civic Center Seismic
Certircate letter,doc
18831 Von Kerman Avenue Suite 210 Irvine CA 92612 Tel. (949) 862-8500 Fax (949) 955-0794
Seismic Certificate of Applicable Code
I am a State of California licensed structural engineer, civil engineer or architect and certify that the building
located at; 801 Civic Center Drive, Santa Ana, CA 92701, was reviewed by me. This certification was either
prepared by me or the bulk of work was performed under my direct supervision. I have no ownership interest
in the subject property,
A Certificate of Applicable Code may be provided if the entire building was constructed under a permit
approved by the local jurisdiction and was designed to meet one of the following requirements:
❑l998 or subsequent editions of the California Building Code; or,
X 1976 or subsequent editions of the Uniform Building Code and the building does not have any
one of the enumerated characteristics or conditions listed below:
• Unrefnforced masonry elements, whether load -bearing or not; not including brick veneer;
• Precast, prestressed, or post -tensioned structural or architectural elements, except piles;
• Flexible diaphragm (e.g., plywood) -shear wall (masonry or concrete) structural system
constructed pursuant to editions of the Uniform Building Code prior to the 1997 edition;
• Apparent additions, alterations, or repairs to the structural system made without a building
permit;
• Constructed on a site with a slope with one or more stories ap rtially below grade (taken as
50% or less) for a portion of their exterior;
• Soft or weak story, including wood frame structures with cripple walls, or is construction over
first -story parking;
• Seismic retrofit of the building, whether voluntary or mandated, whether partial or complete;
• Repairs following an earthquake;
• Welded steel moment frames (WSMF) that constitute the primary seismic force -resisting
system for the building, and the structure was designed to code requirements preceding
those of the 1997 edition of the Uniform Building Code, and the building site has experienced
an earthquake of sufficient magnitude and site peak ground motions that inspection is
required when any of the conditions of Section 3,2 of FEMA 352 indicate an investigation of
beam -column connections is warranted;
• Visible signs of distress or deterioration of structural or non-structural systems, e.g.,
excessively cracked and/or spatting concrete walls or foundations, wood dry rot, etc.
Documentation of the selected performance level evaluation will be retained by the preparer and shall be
available to the State upon request.
Name: Ryan Blshoff
Firm: Brandow & Johnston, Inc.
Telephone No: 949.862.8510
License No: SE 6250 avow & J08/v
License Expiration Date: 06/30/17 a� P saoFESSn,, roe,
11 /14(2016
�5Signature Date
Uomment:
For a building not qualifying under the above criteria; an Independent Review must be performed.
RELPS Option 2 30 Apt 09
SEISMIC SCREENING CHECKLIST Reviewer Name
Project Nut,Total Bldg. Sq. Ft.
Agency Total Lease Sq. Ft.
LOcahon Hours of Use
1 Retrofit since 1976
No further screening required If documentation of retrofit Is provided.
2 At
Ty
e of Building &
pe of.Construction
Tilt -Up
Pre 1933
gin
1933 to 1976
Post 1976
Score
Masonry
10
6
1
Reinforced Concrete
7
5
1
Wood Frame
3
2
1
Steel
7
3
1
1
3 Height of Bulldmg,l.n $,dories
Max. number of stories allowable for screening Is 6. Assign one point
per story, I.e., f min., 6max, (1.6) 4
4.Seismicijy '.
Assign points as Indicated for counties as grouped in a, b, & c below
(a) 12 points in Los Angeles, West 1/3 of San Bernardino, 12
Contra Costa, Riverside, Santa Clara, Alameda, Ventura,
San Francisco, Marin
(b) 9 points in Sonoma, Santa Barbara, San Mateo, 9 g
Orange, San Diego, Inyo, San Luis Obispo, Napa, Kern,
Monterey, Selene, Humboldt, Mendocino
(c) 3 points to all other counties not listed above. 3
S.ConiI rafionfWrbca!);.
m
/
5 8 7 10 7 7
All other configurations 1
6 Configuration (Plan View).
1 3 7 7 7
7 Visible Defects
Subjective scoring: 10 points max. assignable for all defects
observed. The following list is of typical things to look for.
a Dry rot; look for water stains on ceiling tiles and walls.
b Damaged foundations; look for large cracks and misalignment
c Sagging or shifted beams; look for bowing in center, check for
position (parallel) relative to other members
d Tilted walls or columns
a Corrosion of steel; look for rust, flaking, etc. Check for water stains.
f Cracks greater than 1/8" in masonry or concrete
g Check for any material that crumbles (wood, plaster, cone., etc) (1-10)
TOTAL 26
Total score of 20 or above requires standard seismic certification.
Copy of S."m rnackj'v- owdw q
Schedule "L-2"
Accessibility Survey
(nllcched%
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March 10, 2017
dW'ISM1S.szusnna,S�ai:ta
,ur Frainiurw, CAe41a5
4151QaT{
Mr. William Lee
405A US P.oma t Snufh, rwitu tos
Vice President
rwars Nrn«rem�flxs
.`:a3..vl.trirl
Ocean West
tz Ead2N 31.04 s0, Fbnr
315 W. 9th Street, Suite 808
New v«tr Nv loom
Los Angeles, CA 90015
B 1, 7.51206M
vrmiaowl.. rM
RE: 801 W. Civic Center, Santa Ana —Accessibility Checklist
RESD Project Number: 142056
Dear William,
Upon review of the accessibility checklist and survey of the site conditions, below is a summary of our
findings and recommendations for correcting the non -compliant Items. In particular, remedlatlon work
for 3 specific Items on the list would have significant Impacts on other aspects of the building. such
impact Is listed for your consideration.
Parking (form 1) Item 1 thru 4
o Restripe parking, relocate orrework parking surface
:.: Exterior Routes of Travel (Form 3A)
o Item 1— Condition does not apply if accessible parking is relocated
o Item 2—Alternate provision to provide an Intercom system chat will alert dedicated
personnel to assist those In need
Exterior Routes of Travel (Form 3B) Items 1 thru 2
o Condition does not apply if accessible parking is relocated
Curb Ramps (Form 4) Items 1 thru 2
o Condition does not apply If accessible parking is relocated
Prinking Fountains (Form 5)
o Drinking fountains are not required If tenant spaces have potable water access of
occupants.
Ramps (Form 7)
o Condition does not apply if accessible parking Is relocated
.:: Stairs (Form 8)
o Stair risers are Y" higher than code maximum. Remediation would require the
reconstruction of the stairwells. The California building code has an explicit exception
that would allow for such condition (118-210.1 Exception:2) provided DGS accepts this
as hardship.
Building Entrances and Exits (Form 10)
o Provide required signage and adjust door closer
Sol rych-1c Center Dr —City ofsaw"Ana Lease .I. R\hlhn K
Doors and Gates (Form 11)
o Rework as required
4 Elevators (Form 13)
o Panels In the elevatorwill be reworked to provide the minimum required toe clearance
distance
1 Toilet Facilities (Form 16)
o Rework as required
Signage (Form 19)
a Provide signage as required
.: Alarms (Form 20)
o Rework fire extinguisher cabinet
Sincerely,
Dickson 01, AIA
Project Manager
Poge j
13 6905,1r1?3J 1751 2-
EXHIBIT"NI"
APPROVED GOVERNMENTAL ENTITIES
State of California— Employment Development Department
State ofCalifornia—Department of Rehabilitation
County o f Orange — Sociaf Services Agency
SER Jobs for Progress —Title V Grant; Private Non -Profit
Rancho Santiago Community College District - Santa Ana College
Goodwill Industries
Cornerstone/Job Crops
36111'Chie Cenlcr Dr—CCry-ufSonm Ana Leave .I. pshiba K
TABLE OF CONTENTS
Pace
ARTICLEI -
DEFINITIONS..................................................................................................................................................................
I
ARTICLE 2-
LEASE OF PREMISES; COMMON AREAS; PARKING; SIGNS .................................................................................3
ARTICLE 3 -
DELIVERY; COMMENCEMENT;TERM; SURRENDER; HOLDING OVER............................................................4
ARTICLE 4-
RENT AND OTIHER CHARGES.....................................................................................................................................4
ARTICLE5 -
TENANT"S TAXES.........................................................................................................................................................5
ARTICLE6 -
SECURITY DEPOSIT.................................................................................................................................I....................5
ARTICLE7.
USE OF PREMISES.........................................................................................................................................................5
ARTICLE 8-
UTILITIES AND SERVICES..........................................................................................................................................6
ARTICLE 9 -
MAINTENANCE AND REPAIRS...................................................................................................................................6
ARTICLE10-
ALTERATIONS...............................................................................................................................................................6
ARTICLE 11 -
ASSIGNMENT AND SUBLETTING..............................................................................................................................7
ARTICLE 12.
SUBORDINATION AND AWORNMENT; ESTOPPEL CERTIFICATES; FINANCIAL STATEMENTS ................8
ARTICLE13-
CASUALTY;TAKING....................................................................................................................................................8
ARTICLE 14-
INDEMNIFICATION AND INSURANCE .................... ..................................... ................................ I........ I .............
—..9
ARTICLE 15 -
EVENTS OF DEFAULT AND REMEDIES............................................................................................ I.......................
9
ARTICLE 16 -
LANDLORD'S DEFAULT; LANDLORD'S LIABILITY............................................................................................
10
ARTICLE17.
MISCELLANEOUS.......................................................................................................................................................
10
E.QHIBI'I"`A"
Depiction of the Premises
EXHIBIT"B"
Notice of Lease Term Dales
EXHIBIT"C"
Work Letter Agreement
EXHIBIT "D"
Rules and Regulations
EXIIIBIT"E"
Additional Rent
EXHIBIT "F"
Services and Utilities
EXHIBIT"G"
Insurance Requirements
EXHIBIT"H"
Remedies
EXHIBIT"I"
Form ofTenanl Estoppel Certificate
EXHIBIT"1"
Options
EXHIBIT"K"
Eyebrow Sign
EXI-IIBff "L"
State Requirements
EXHIBIT "M"
Approved Governmental Entities
9910'Clvie Center Dr 00,ofSama Anu Leave .i• Tuhle of Content.;