HomeMy WebLinkAboutCALIFORNIA, STATE OF EMPLOYMENT DEVELOPMENT DEPARTMENT (2)L.i�y"
'' i
qz:k MAY 2 2 2019
STA E CALIFORNIA
IN�'s
cSTANDARD SUBLEASE FORM
SUBLEASE COVERING PREMISES LOCATED AT
801 W. Civic Center Drive
Santa An CA 92701
SUBLESSORS FED TAX I D NO OR SOCIAL SECURITY NO
2L-6JQQ785
SUBTENANT AGENCY
Emplovment„De e ot) ent Deoarttment
DEPARTMENT OF GENERAL SERVICES
REAL ESTATE SERVICES DIVISION
Lease File No.: 6976-001
Project No.: 142056
Preamble This Agrcemehf,'made and entered into this 7th day of May, 2019, is a Sublease of that certain Lease Agreement
(the "MasterLease") dated October 7, 2017 between CFSanta Ana LLC, a Delaware limited liability company as Lessor
(the `iMa$fet" Lessor?') and The City of Santa Ana, a charter cityand municipal corporation as, Lessee. This Sublease
agreedf enf s'bctween .
THE CITY OF SANTA ANA
A CHARTER CITY AND MUNICIPAL CORPORATION
hereinafter called the Sublessor, without distinction as to number or gender„ and the State of California, acting by and
through the Director of the Department of General Services, hereinafter called the State;
W] ESSETH
"WHEREAS, under the Master Lease, Sublessor hires from Master Lessor certain premises located at 801 W. Civic
Center Drive,: Santa Ana,, California as more particularly described in the Master Lease, and _
WHEREAS, a copy of the Master Lease is attached hereto, incorporated herein as Exhibit `T)" dated
March 19. 2019 and made a part of this sublease by this reference; and
WHEREAS, the Master Lease provides that Sublessor shall have the right to sublet any portion of the Master Leased
Premises; and Sublessor has obtainednecessary consent from the Master Lessor, and
WHEREAS, the City of Santa Ana and the State of California's Employment Development Department (EDD)
desire to consolidate certain of their operations at a facility currently under Master Lease to the Sublessor;
NOW, THEREFORE, it is mutually agreed between the parties as follows:
Description I, The Sublessor hereby subleases unto the State and [lie State hereby hires from the Sublessor those certain
premises With appurtenances situated is the City of Santa Ana, County of Orange, StatecfCalifornia, and more
particularly de'Scnibed as follows:
Approximately 8,177 net usable square feet of office space on the second floor (consisting of 7,035 net usable square
feet of shared space as outlined in green and 1,142. act usable square feet of exclusive space as outlined in red on the
attached Exhibit "A" plan, together with outline specifications marked Exhibit "B" and administrative requirements
marked Exhibit "C", said Exhibits "A" and "B" and "C", Project No. 142056 dated March 19, 2019, hereby being
incorporated into this sublease, and including thirty six (36p^�hy) nonexclusive unobstructed parking spaces,
eighteen (18) of which shall be available utilizing an access control card system contiguous to the subject building, and
unlimited use of the building's common facilities.
Term 2. The term of this sublease shall commence on October 1, 2018, and shall end on June 30, 2023, with such rights
of termination as may be hereinafter expressly set forth.
Early 3. The State may terminate this sublease at any time effective on or after June 30, 2021, by giving written notice
Termination to the SubiessoratleasttL!—,11M, eig_hty�, sixty(60)LWDlldayspriortothedatewhensuchtermination
shall become effective. If the State fails to complete its move out within the notice period and remains in the premises,
u Page - I "EDD Standard Sublease" — (Rev-4/19)
additional rent shall be paid and prorated on a thirty (30) day month, based on the actual number of days the State
occupies the premises following the effective date of termination.
Rent 4. Rental payments shall be paid by the State, from legally available funds and subject to the California
Constitution, in arrears on the last day of each month during said term as follows:
Base Rent: $17,989.40
Operating Costs: $676.40
Total: $18,665.80
EIGHTEEN THOUSAND SIX HUNDRED SIXTY-FIVE AND 80/100 DOLLARS
($18,665.80) from October 1, 2018, through June 30, 2019; then
Base Rent: $18,529.08
Operating Costs: $696.70
Total: $19,225.78
NINETEEN THOUSAND TWO HUNDRED TWENTY-FIVE AND 78/100 DOLLARS
($19,225.78) from July 1, 2019, through June 30, 2020; then
Base Rent: $19,084.95
Operating Costs: $717.60
Total: $19,802.55
NINETEEN THOUSAND EIGHT HUNDRED TWO AND 551100 DOLLARS
($19,802.55) from July 1, 2020, through June 30, 2021; then
Base Rent: $19,657.50
Operating Costs: $739.13
Total: $20,396.63
TWENTY THOUSAND THREE HUNDRED NINETY-SIX AND 63/100 DOLLARS
($20,396.63) from July 1, 2021, through June 30, 2022; then
Base Rent: $20,247.23
Operating Costs: $761.29
Total: $21,008.52
TWENTY-ONE THOUSAND EIGHT AND 52/100 DOLLARS
($21,008.52) from July 1, 2022, through June 30, 2023; and thereafter.
Rental payable hereunder for any period of time less than one month shall be determined by prorating the monthly
rental herein specified based on the actual number of days in the month. Rental shall be paid to Sublessor at the address
specified in Paragraph 5 or to such other address as the Sublessor may designate by a notice in writing. If the premises
are not complete pursuant to Paragraph 6 by the date shown in Paragraph 2, it is understood and agreed by and between
the parties that, at the State's sole option, the dates shown in Paragraphs 2 and 3 and the dates and dollar amounts shown
in paragraph 4 may be adjusted to the fast of the month following the State's acceptance of the completed premises, such
acceptance shall not unreasonably be withheld. If the State exercises this option, it is agreed the State will complete
unilaterally an amendment to the sublease to revise the herein above stated dates. Any accrued rents for the period of
time prior to the unilaterally adjusted commencement date will be paid in accordance with Paragraph 8. Additionally,
it is understood and agreed between the parties that, at the State's option, the dates shown in the "CPI Escalator Operating
Expenses" paragraph, if incorporated herein, shall be adjusted to reflect the time delay between sublease commencement
and the first of the month following the actual acceptance date.
Notices 5. All notices and correspondence herein provided to be given, or which may be given by either party to the other,
shall be deemed to have been fully given when made in writing and either: 1) deposited in the United States Mail,
certified and postage prepaid; or 2) sent via an alternate commercial overnight delivery service (i.e. FedEx or similar)
with receiver's signature required; and addressed as follows:
t
To the Sublessor
rta Arta -..
anchez
-<. Page - 2 "EDD Stand&
Sublease'— (Rev,-4/19)
801 W, Civic Center Drive Suite 200
Santa Ana CA 92701 Phone No. (714) 565.2621
FAX (714)565-2602
Email: dsanchezAsanta-ana.ora
To ffie State: DEPARTMENT OF GENERAL SERVICES, Phone No. (916) 375-4172
REAL ESTATE SERVICES DIVISION FAX No. (916) 375-4029
LEASE MANAGEMENT (D) 6976.001 Emaiii leasemanagementCdgs.ca.gov
707 THIRD STREET, SUITE 5-305
WEST SACRAMENTO,CA-95605.
ALL NOfiJCES AND CORRESPONDENCE MUST REFERENCE
TENAltT AGENCY AkP PREIVIISES ADDRESS
Rental wMilm s eball be madepayable to: - City ol'Santa Ana
and walled"to: City of Santa Ana
Finance Mandeement Services Agency
'TreasuEy Division, rvi-13,20 Civic Center Plaza _
P.O. Box 1964
Santa Ana CA 927024964
Nothing herein contained shall preclude the giving ofany such written notice by personal service. The address to
which notices and correspondence shall be, mailed to either. party maybe changed by giving written notice to the other
paw.
Completion anti-6
Sublessor agrees that, prior to October 1, 2018, and at Sublessor's sole cost and :expense, all required
Compliance with
consnut tion *provements andlor alterations, if any, shall be completed acid the subleased premises made ready for
Plans and
5taeda pccupaucyin full compliance with Exhibit "A", consisting of one I sheet titled, "Office_ Quarters, Project No.
Specifications
142656" dated March 19, 2019, and in accordance with Exhibit "B", consisting ofthuty-kwo f121.pages, titled, "Outhne
Specifications, Project No, 142056" dated March 19, 2019, and Exhibit."C" consisting of fifteen (IS) pages titled,
"Administrative Requirements Project No, 142056" dated March 19, 2019, which Exhibits "A" and "B" ands"C" are by
this reference incorporated herein.
Notlee of
lompletlen-and
Aeees&4o-Premises
daring m..,rxa«<n �naenee'ae=t#ErdaEaneY
coastraetiea
Othc,-x,••• "vac..s+»ra'vves boneless-smi••••,a-aaa-aggainst airj-44ffi$i mu•" __' _ _' _. ••rAa.. k.,.,,....,FC ..,,! b5. .en VC.::
fkegligen8e-9r-B_.._
ia-i,o-P.-`ier, yL.,il' ic'-vnc+'ci°.+c'-oi,•Fa-vi¢�_' ey-date
a
0
-1:01i of Ole state tapay-raott.
0 Page -3"EDDStandard Sublease" -(Pev-4/19)
i tbe,that one or the other p a riota 6e other
Deloys nAuged by the SubleesAF
paAY's merk, .eh jnjuFPd party shall be,
,1ifig de, ef.t L...:.. -.a5rnent efro.a
Delayp ged L. Are Stater
C_" _ _ _ _ fPayment
free, the actual
gate .OF Reelip ey'.
(` of rent
Compensation mill be in one day insFAM ents.
fer delay,
:Me parties Wee that this shall be the sole remedy
too 13neeftsifi .1-Auistible...fg a detowin ....lion,
EI�RCY8__
e the ....e,....ti On ate S..scified
1 '
�e n
required camp
a% parable fef nay-seeb early-oeeapnney by the -State
be premed on a daily basis f4 a" paAial treffth.
beat Llie rate fC 4 G 1. 11
-shall
Time limit and 9. No rental shall accrue under this sublease, nor shall the State have any obligation to perform the covenants or
Prior Tenancy observe the conditions herein contained until the subleased premises have been made ready for occupancy in accordance
with the provisions hereof. it is spenifiselly RgFeed tha in the ev�t the subleased premises are no'. eempleted and Feady
addi6en to any other remedies it may hmv, teta4aa4e this sublease and be velieVed Of anYfU—"w ebligadeas heneundefi
previding that a 'F And FPAqnnAWe RIIA-Asse for the fWle�cing delays &hall I�p Added tR sAid time AF eewletioft�
Conformity to 10. Occupancy of the subleased premises by the State shall not relieve Sublessor in any respect from full
Exhibits compliance at all times with aforesaid Exhibits "A" and "B" and "C". It is further understood and agreed that any
installation not in conformity with said Exhibits "A" and "B' and "C' shall be immediately corrected by the Sublessor
at Sublessor's sole cost and expense In the event -Sublessor shall, after receiving Ronce in writing from the State
premises into conformity with said Exhibits slits own cost including Stite's Administrative costs, if any, and dedui
amount thereof from the rent that may then be or thereafter become due hereunder. W 21
Page - 4 "E➢D Standard Sublease"— (Rev-4/19)
Asbestos It. Sublessor hereby warrants and guarantees that the space subleased to the State will be operated and maintained
free of hazard from Asbestos Containing Materials (ACM) and agrees to the conditions for survey, testing, and abatement
of ACNI described in Exhibit "B" as applicable. Sublessor specifically agrees that, in the event the State elects to exercise
its rights under the provisions of Paragraph l6 of this sublease, any costs related to abatement or hazard from asbestos
shall be the Sublessor's responsibility as described in the aforementioned Exhibit "B "
Parking 12. SpblessoF, at SublessBrls:GILF��slalj eletuly , ,,
a
e-id-pParking spaces will be arranged and maintained so as to provide unobstructed
access to each parking space at any, time. r_ � ^^=a r '.: o e , State and its invitees shall have
equal access to common spaces provided to all tenants on a first -cane first served basis.
Services, Utilities, 13. Sublessor, at Subilessor's sole cost and expens_'r'' ' ate'
and Supplies during the term -of this sublease shall famish the following services,utilities, and supplies to the area subleased by the
State, and also to the "common" building areas -(if -any), such as lobbies, elevators, stairways, corridors, etc., which State
shares with other tenants,';
A. Sevier, -trash disposal, and water service, including both hot and cold water to the lavatories except lavatories
in'6mployment Development Department public toilet rooms in lobby areas which need only cold water.
B 'tre6ator (if any) service.
C..Electricity and/or gas as necessary to provide power for heating, ventilating, and air conditioning, and electrical
or gasservice as needed for Stands operations.
D. Janitorial services sufficient to maintainthe interior in a clean well -maintained condition; that is, to eliminate
all visible dust, dirt, litter, grime, stains, smears, finger marks, etc., to the greatest practical degree possible,
byQerfonning at least the following:
baYly: ,
(1) Empty and clean all trash containers, and dispose of all trash and rubbish. -
(2) Clean and maintain in a sanitary and odor -free condition all floors, wash mirrors, basins, toilet bowls, and
r urinals.'
(3) Furnish and replenish all toilet mom supplies (including soap, towels, seat covers, toilet tissue,, and sanitary
napkins). Furnish and replenish paper towel supply in all areas of the subleased space.
(4)' Sweep or dust mop all hard surface floors, and carpet sweep all carpeted areas, including stairways and
halls. Offices with hard surface floors in the public lobby area shall be damp -mopped daily.
(5) Rdtneve finger marks and smudges from all glass entrance doors.
(6) Specifically check, and if action is needed, then:
a. _Dust the tops of all furniture, counters, cabinets, and window sills, (which are free of interfering
objects):'.,
' b. Remove sports and/or spills from the. carpets, floors, and stairways.
As needed, but not less frequently than:
Twice Weekly. Vacuum all carpets.,
Weekly:
(1) Damp mop all hard surface floors.
(2) Dust all window blinds.
(3) Treat stainless steel fountains and sinks to eliminate stains and mineral deposits.
(4) Spot clean the walls.
Quarterly:
(1) Strip all hard surface floors and apply anew coat of floor finish; buff as necessary to produce a uniformly
shining appearance.
40
Page - 5 "EDD Standard Sublease" — (Rev4/ 19)
(2) Treat carpets for static electricity control (if not integrated in the fabric).
Semi-annually. Wash all windows, window blinds, light fixtures, walls, and painted surfaces.
Annually.
(1) Steam clean carpets to remove all stains and spots.
(2) Clean window coverings.
In the event of failure by the Sublessor to furnish any of the above services or supplies in a satisfactory manner, the
State may furnish the same at its own cos, and, in audition to any other remedy the State may have, may deduct the
amount thereof including,;State's Administrative costs, from the. rent, that may then be, Or thereafter become due
hereum6er.J[WD4]
Repair and 14, A. During the sublease term, the [Sublessorl;andlerd—titir nant-to the-fe f the- MaRtor-i, WDS] shall
Maintenance maintain the subleased premises in good repair and tenantable condition, so as to minimize breakdowns and loss of the
State's use of the premises caused by deferred or inadequate maintenance, including, but not limited to:
(1) Generally maintaining the subleased premises in good, vermin -free, operating condition and
appearance.
(2) Furnishing prompt, good quality repair of the building, equipment, and appurtenances.
(3) Furnishing preventative maintenance, including, but not limited to, manufacturer's recommended
servicing of equipment such as elevator (if any), heating, ventilating and air conditioning equipment,
and fixtures.
(5) Furnishing and promptly replacing any inoperative light bulbs, fluorescent tubes, ballast, starters,
and filters for the heating, ventilating and air conditioning equipment as required.
(6) Furnishing remedial painting as necessary to maintain the premises in a neat, clean and orderly
condition.
(7) Annual testing and maintenance of all fire extinguishers in or adjacent to the subleased premises.
(8) Repairing and replacing as necessary intra-building network cable and inside wire cable used for
voice and data transmission.
(9) Repairing and replacing parking lot bumpers and paving as necessary. Repaint directional arrows,
striping, etc., as necessary.
(10) On a weekly basis, sweeping parking areas and sidewalks, maintaining landscaped areas, including
sprlrilders, drainage, etc., in a growing, litter -free, weed free, and neatly mowed and/or trimmed
condition.
(11) Repairing and replacing floor covering as necessary. Sublessor, at Sublessor's sole cost, shall
arrange for moving of furniture and equipment prior and subsequent to the repairing or replacement
of floor covering.
(12) Keeping all walkways, parking lots, entrances, and auxiliary areas free of snow, water, oil spills,
debris, or other materials which may be hazardous to users of the building.
B. Sublessor shall provide prompt repair or correction for any damage except damage arising from a willful
or negligent act of the State's agents, employees or invitees.
C. Except in emergency situations, the Sublessor shall give not less than 24 hour prior notice to State tenants,
when any pest control, remodeling, renovation, or repair work affecting the State occupied space may
result in employee health concerns in the work environment.
�D. In case. Sublessor, after notice in writing from the State requiring the Sublessor to comply with the
requirements' of this paragraph in regard to a specified condition,(shall fail, refuse or neglect to comply
with such notice, or in the event of an emergency constituting a hazard to the health or safety of the State's
employees, property, or invitees, the State may terminate this sublease without further obligation or at its
option, perform such maintenance or make such repair at its'own cost and, in addition to any other remedy
the State may have, may withhold rent due and deduct the amount thereof, including necessary costs
incurred by the State required for the administration of such maintenancee and repairs, from the renf that
may then be or thereafter ¢ecome due hereunder.�W1M]
..,:.. -
Page - 6 "EDD Standard Sublease"— (Rev-4/19)
Painting �--a,-a.,..=y�,aka..xp,w=eu=�.cr-to=a.o�.�rierteemettE-af o
reipfi+ed-aft�r�^„x,.;a^I ^,..p"o;xei'kepen-reeaipEs€=.dr;=:�,-r. ,t-ate the State,-gy
.,..^„ ..aa r i a..t__ ^.\ of.-e ^t-axi�palniEaC-:.-"sTt'z�"nx#cn>1'-vr,s�'7-w�c* :�'araxw-awicTrv^
-ttaebed Ra.'H't.. rr rt ri :.^a rrorr t..........a.,, ..H„11 C Hla...... L a t.. repaint
itc-r[rtor.naSl.rmrso[c�CY�4ricr—v—a=v�.xp'pv'vaR yumvu]af�vP-rcr['.:s _ repaint
_.. .. ... _., ........�.... .b ...e'IhJt
,. Idl\l �tthis sub!
aricc''-{vvTk"n0'Q a-otiv, m2cru�vFmms '.'..vY" i�rm-.'tt- "t,
any ....ee ' ..r^r:^1- sublessor shall, -vr'nYt.-f✓e-3j-taysdreti}H
.... .. ... .
afafige-feF-and cerup4eteiltep' 5. All painting of interior premises shall
be performed after business hours or as otherwise agreed own by the State. 'JWD87Sublessor, at Sublessoes sole cost,
shall arrange for moving of furniture and equipment prior andsubsequent to the repainting, and provide drop cloths, and
covers as necessary. .
Change Orders I& The State shall have the right during the existence of this sublease to make change orders and alterations; attach
and Alterations fixtures; and erect,additions, structures, or signs in or upon the subleased premises. Such fixtures, additions, structures,
or signs soplaced in or upon or attached to the premises under this sublease or any extension hereof shalt be and remain
the pn#peifg pf the State and may be removed therefrom by the State prior to the termination or expiration of this sublease
,Tl't#h+�foet}% Erb i" day�aft nab-�e.,,,g r the-eegae�iltad-werk^and-air-ttiveEeei
detailed� £@$ierf6ri4i.- .'u¢vr-vau3-&gfad${$
£it::,�ov.,`"a^cvrs'bids'S9F�.^"r�.r.-c�.HtBtnir�,.�'paxeat-.Ffrf-tli2b`43at-9f=''tl£ii-bvBil'c.
Assignment and 17, The State shall not assign this sublease without prior written consent of the Sublessor, which shall not be
Subletting unreasonably withheld, but shall in any event have the eight to sublet the subleased premises.
Quiet Possession lg• The Sublessor agrees that the State, while keeping and performing the covenants herein contained, shall at all
times during the"existence of this sublease, peaceably and quietly have, hold, and enjoy the subleased premises without
suit, trouble, or hindrance from the Sublessor or any person claiming under Sublessor.
Inspection 19. The Sublessor reserves the right to enter and inspect the subleased premises at reasonable times, and to render
services and makeany necessary repairs to the premises.
Destruction 20 If the subleased premises are totally destroyed by fire or other casualty, this sublease shall' terminate. If such
casualtyshall render ten ement 10%) or less of .the floors ace of the subleased remises unusable for the purpose
P {, P P
intended; Su�bicssor shall effect restoration of the premises as quickly as is reasonably possible, but in any event within
thirty (30) days.'
In the event such casualty shall render more than 10 percent .(10%n)-of such floor space unusable but not constitute
total destruction„ Sublessor shall forthwith give notice to State of the specific number of days required to repair the same.
If Sublessor under such circumstances shall not give such notice within fifteen (15) calendar days after such destruction,
or if such notice shall specify that such repairs will require more than ninety (90) days to complete from date such notice
is given, State, in either such event, at its option may terminate this subleas ,
0coupan6y$F4k(-CieGt-t9 ande faa the Faisa i`�"•,IF, a-A--e...rL..,..,a�H...^.,FL....«.L_...,.. �..l a.... .,..._L. �.... .._�__
m-vcauv�xss'�u�.�o[-sOaati'mc-rmrn�rv-vRvvicvan>Ra�m'm�l
ease-betwee"%blessor-.ifi$-$tat0.
In the event of any such destruction other than total, where the State has not terminated the sublease as herein
provided, or pursuant to the terms hereof has not elected to make the repairs itself, Sublessor shall diligently prosecute
die repair of said premises and, in any event, if said repairs are not completed within the period of thirty (30) days for
destruction aggregating ten percent (10%) or less of the floor space, or within the period specified in Subtessor's notice
in connection with partial destruction aggregating more than ten percent (10%), the State shall have the option to
�R Page - 7 °EDD Standard Sublease" - (Rev-4119)
terminate this subleas
underthis sublease ra3d any ether sublease 19POP"Ren 9uhleqq9Fand state.
In the event the Stateremains in possession of said premises though partially damaged, therental as herein provided
shall be reduced by the same ratio as the net square feet the State is thus precluded from occupying bears to the total net
square feet in the subleased premises. "Net square feet" shall mean actual inside dimensions and shall not include public
corridors, stairwells, elevators, and restrooms.
It is understood and agreed that the State or its agent has the right to enter its destroyed or partially destroyed
subleased facilities no matter what the condition. At the State's request, the Sublessor shall immediately identify an
appropriate route through the building to access the State subleased space. If the Sublessor cannot identify an appropriate
access route, it is agreed that the State may use any and all means of access at its discretion in order to enter its subleased
space.
$ahrogntion 1,
SNaWM} subleased "'�� premises, , and nleases the State frefs liability
fef any less 9F damage savored by said insufflaes.
Prevailing Wage 22. For those projects defined as "public works" pursuant to Labor Code §1720.2, the following shall apply:
Provision A. Sublessor/contractor shall 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 classifications in all bid specifications and subcontracts.
B. The Sublessor/contractor shall furnish all subcontractors/employees a copy of the Department of
Industrial Relations prevailing wage rates which Sublessor will post at the job site. All prevailing wage
rates shall be obtained by the Sublessor/contractor from:
Department of Industrial Relations
Division of Labor Statistics and Research
455 Golden Gate Avenue, 8th Floor
San Francisco, California 94102
Phone: (415) 703-4774
Fax: (415) 703-4771
For further information on prevailing wage: http://www.dir.ca.gov/dlsr/statistics_research.html
C. Sublessor/contractor shall comply with the payroll record keeping and availability requirement of § 1776
of the Labor Code. `
D. lresserSublessor/contractor shall make travel and subsistence payments to workers needed for
performance of work in accordance with the Labor Code.
E. Prior to commencement of work, Sublessor/contractor shall contact the Division of Apprenticeship
Standards and comply with § 1777.5, § 1777.6, and § 1777.7 of the Labor Code and Applicable Regulations
Fair Employment 23. During the performance of this sublease, the Sublessor shall not deny benefits to any person on the basis of
Practices religion, color, ethnic group identification, sex, age, physical or mental disability, nor shall they discriminate unlawfully
against any employee or applicant for employment because of race, religion, color, national origin, ancestry, physical
handicap, mental disability, medical condition, marital status, age, or sex. Sublessor shall insure that the evaluation and
treatment of employees and applicants for employment are free of such discrimination.
Sublessor shall. comply with the provisions of the Fair Employment and Housing Act (Government Code,
Section 12900 et seq.), the regulations promulgated thereunder (California Code of Regulations, Title 2, Section 11000
et seq.), the provisions of Article 9.5, Chapter 1, Part 1, Division 3, Title 2 of the Government Code (Government Code,
Sections 11135-11139.8), and the regulations or standards adopted by the awarding State agency to implement such
article.
DVBE 24.The. State of California supports the use of Disabled Veteran Business Enterprise (DVBE) and we encourage
Participation the Sublessor to utilize DVBEs when contracting for tenant improvements and services. Sublessor shall complete the
DVBE Program Certification Sheet (Form F) attached in Exhibit "C" herein prior to acceptance and occupancy of this
sublease. Sublessor may refer to the following interact linkfor DVBE guidelines and instructions.
Page - 8-"FDD Standard Sublease (Rev4/19)
haps:,�www.cl ,cagov /media/Divisions/RESD,Publicmiun-/AbIBLea•e-
Reuuirement,-..%DVBEGuidelinns ashr9la=en@hash=?6A65A4�FBDI I EBF95E60D2 I30 A66FIF61E006FA
Ser�vi���e�5 Wkhin fifteen (Is)
„""'r."^ p ,,,ter=,_of,.,_,=ti�,.. t,
_.._ppeanises arid_.. _.. aanees-.,,[WDI0]
Service Credit
26, Sublessor agrees that the rental provided under the terms of Paragraph 4 hereof is based in part upon the costs
of the services, utilities, and supplies tobe furnished by Sublessor in accordance with Paragraph 13 hereof. In the event
the State vacates the premises prior to the end of the term of this sublease, or, if after notice in writing from the State, all
or any part of such services, utilities, or supplies for any reason are not used by the State, then, in such event, the monthly
rental as to each month or portion thereof as to which such services, utilities, or supplies are not used by the State shall
be reduced byan amount equal to the average monthly costs of such unused services, utilities, or supplies during the six-
month period immediately preceding the first month in which such services, utilities, or supplies are not used.
Holding Over7,
In the event the State remains in possession of the premises after the expiration of the sublease term,
or any
extension or renewal thereof, this sublease shall be automatically extended on a month to month basis, subject to thirty
(30) days termination by either party, and otherwise on the terms and conditions herein specified, so far as applicable.
If ibe last rental amount shown in Paragraph 4 included the amortization of a capital sum expended by Sublessor for
certain Altefafions and improvements, as described in a separate paragraph herein, and the capital sum has been fully
amortized, the holdover rent shall be reduced by the amount of the monthly amortization; If the. State fails to vacate the
,premises within the notice period and remains for an extended period, additional rent shall be paid and prorated on a
thirty (30) day -month, based on the actual number of days the State occupies the premises following the effective date
oftermination-in-Ehe-event-the-I#e}ding-9veFper•<igei-Iasfsden'oaE, '" teStat^.;ay
untialerrdl'r{ed.,�t='n-.=.�,n�r"�a G9enty{�eFee ° pa(_atntyut3t-per r i'bi�at9en
0dgptj9t}te.rEdl} � ^•�. .,t�BkkYfEFn'IBdaa�}g.tlie F{BidiRa
hW1�rParBs`%p.rcTJ—i.6E6v7E�25talidi^^-'�-a'.c-fiior.
`✓'d@Y-}3@F4fld..�h�t�-Ha3y;,nm"t•."In*+`.-anj�pl'npBC{t(in-6f-ili9�fe+Hk52SfileF2i3j�FedkH;+A��{li9-R2t.+114@bie-3quar®
feet-speei€ed'tu-p"..ar,apirf-H--key-R`�'
�.:,. o �
8$1C'tid-th�....Um,� a,:., u•tw rHIRy[4VDll]
Surrender of
28. Vpon termination or expiration .of this sublease, the State will peacefully surrender to the Sublessor the
Possession
subleased premises in as good order and condition as when received, except for reasonable use and wear thereof and
damage by.earthquake, fire, public calamity, the elements, acts of God, or circumstances over which State has no control
"
orfor which Sublessorisresponsiblepursuanttothissublease. The State shall have no duty toremoveanyimprovements
or fixtures placed by it on' the premises or to restore any portion of the premises altered by ii, save and except in the
event State eiects;Io remove any such improvements or fixtures and such removal causes damages or injury to .the
subleased premises, and then only to the extent of any such damage or injury�[WD121.
Time of Essence,
29, �Tlme is of the essence of this sublease, and the terms and provisions of this sublease shall extend to and be
Binding upon
binding upon and inure to the benefit of the heirs, executors, administrators, successors, and assigns to the respective
Successors
parties hereto. All of the patties hereto shall 'be jointly and severally. liable hereunder' (Wi513]
No Oral
30. It is mutually understood arid agreed that no alterations or variations of the terms of this sublease shall be valid
Agreements
unless made in writing and signed by the parties hereto, and that no. oral understanding or agreement not incorporated
herein, shall be binding on any of the parties hereto,
Construction-
31, Pursuant to California Civil Code § 1938, the Lessor states that the teased premises:
Related
❑ have not undergone an inspection by a Certified Access Specialist (CASp). A CASp can inspect the
Accessibility
subject premises and determine whether the subject premises comply with all of the applicable
Standard
construction -related accessibility standards under state law. Although state law does not require a
Compliancy Act
CASp inspection of the premises, the Lessor may not prohibit the tenant from obtaining a CASp
inspection of the premises for occupancy by the tenant, if requested by the tenant. The parties shall
mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of
F_e
Page - 9 "EDD Standard Sublease" - (Rev-4/19)
4
the fee for the CASp inspection, and the cost of makingany repairs necessary to correct violations of
construction -related accessibility standards within the premises.
® have undergone an inspection by a Certified Access Specialist (CASp) and it was determined that the
leased premises met all applicable construction -related accessibility standards pursuant to California
Civil Code §55.53 et seq. Lessor shall provide a copy of the current disability access inspection
certificate and any inspection report to the State within seven days of the date of execution of the
lease pursuant to subdivision (b).
❑ have undergone an inspection by a Certified Access Specialist (CASp) and it was determined that the
leased premises did not meet all applicable construction -related accessibility standards pursuant to
California Civil Code §55.53 at seq." Lessor shall provide a copy of any inspection report to the
State prior to the execution of the Lease, If the report is not provided to the State at least 48 hours
prior to execution of the lease, the State shall have the right to rescind the lease, based upon the
information contained in the report, for 72 hours after execution of the lease.
Lump Sum 32. Notwithstanding the provisions of Paragraph 4 of this lease, the State hereby agrees to pay Lesser -Sublessor
Payments the sum of THIRTY-TWO THOUSAND EIGHT HUNDRED TWELVE AND 00/]00 DOLLARS ($32,812.00) for
alterations and improvements to the second floor of the herein leased premises in accordance with the attached Exhibits
"A" and'B" identified in Paragraph 6 of this lease. Payment will be made by the State after (a) completion by Sublhessor
of the alterations and improvements in accordance with said Exhibits "A" and T," (b) inspection and approval by a
representative of the Department of General Services, sad (c) submission by the Sublhessor of an invoice for such
alterations to the address specified in Paragraph 5 of this lease.
Remainder of Page Intentionally Left Blank
v
Page - 10 "EDD StandardSublease'— (Rev-4/19)
IN WITNESS WHEREOF, this sublease has been executed by the parties hereto as of the dates written below
STATE OF CALIFORNIA
Approval Recommended
DEPARTMENT OF GENERAL SERVICES
REAL ESTATE SERVICES DIVISION
ASSET MANAGEMENT BRANCH
By
DARON WHITTLEpReal Estate Officer
Real Estate Leasing qnd Plaaaing Section
SUBLESSOR
THE CITY OF SANTA ANA A MUNICIPAL
CORPORATION
By
KRIS"TINE RIDGE, CitfManager
Date 5-2 I - /C/
RECOMMENDED FOR APPROVAL:
111- STEVEN MENDOZA
Executive Director
Community Development Agency
BRIAN HENSLEY Leasing Manager
Real Estate Leasing and Planning Section
Date JZdP.0?
NORMA MITRE
Acting Clerk of the Council
lceturn UFJ(711NAL
Executed Copy to COTC
(M-30/Tll)
I
FPage -Il"EDDStandard Sublease'—(Rev-4/f9)
EXHIBIT 3
I
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2
5 CALIFORNIA OERARrMENt OF
GENERAL SERVICES
•
Governor Gavin Newsom
PROJECT: EDD Santa Ana 142056 PROJECT NO.: ! 142056
AGENCY: i yment Em to p p p Development Department LEASE NO.: 6976-001
LOCATION: ! 801 W. Civic Center Drive , DATE: 3/19/2019
Santa Ana CA 92701
DIVISION 1 - GENERAL REQUIREMENTS......: ........ .........
1.1
......... ..................2
SUMMARY ::..... ...I ......2
1.2
RELATED bOCUMENTS,... ........... :................................................. ..... .......:...i>...2
1.3
............ .......... .............................. ....s.2
GENERAL PROVISIONS ... :..........................................................
1.4
CONST,RUCT)ON AND CODE CRITERIA ...........................: -
1.5
...............t..6
SUBSTANTIAL COMPLETION AND PROJECT COMPLETION ......... ...... ........
10'
1.6
INDOOR AIR QUALITY .................................................. ' .......:. s,...........11
1.7
HAiARDOUS MATERIALS ..................................................................:.
11
DIVISION 2 - OESIGN REQUIREMENTS.............::.:......................................
14
2.1
FLOOR CONSTRUCTION AND FINISHES ......... .......................... .......,.....;A4
2.2
EXTERIOR WALLS .....:
2.3
INTERIORWALLS, PARTITIONS AND VESTIBULES .......................... ......... ...16
2.4
ROOFAND INSULATION ... ......... ..`....... ....................... ................17
2.5
CEILINGS ... .......... ............................. ................................ .......................
17
2.¢,
DOORS 1...,.... !: ...::..:................ ......I .................. .....
17
2.7r
DOORHARDWARE ........................ .......................................... ................18
2.8.
MILLWORK ........ ., .a .... ...............-.................................. :.:...........18
2.9.
GYPSUM BOARD FINISHES/PAINTINGMVALL COVERING/SEALANTS.......... :.........
14
2.1Q:'
BUILDING SPECIALTIES...............................................................................................20
2.11
LANDSCAPING......... ::..................... ...,................................ ..................... ___ ....23
2.12
PLUMBING .'. `.......... I... ............. I.... .......... ............. I.......... .......24
2.13
HEATING, VENTILATING AND AIR CONDITIONING............................ ......................
25 .
2.14
ENERGY AND ELECTRICAL_ ................................................. .....................................
26
2.15
PARKING AND PAVING...... ....................................... ..I..........1.30
DIVISION 3» SPECIAL PROVISIONS............ ................. ..................................... ..............::31
DIVISION 4 -'TECHNICAL REQUIREMENTS.::A................................................... ..............:.32
PROJECT CONTACT: Carrie Gordon
EMAIL: carrie,gordon@dgs.ca.gov
Confirmation Statement
PHONE: 916.375.4169
lAve have read this Exhibit 13: Outline Specifications and understand it is Incorporated into, and is part of, this lease. I/we have
acknowledged each and every page by placingmy/our initials on this cover sheet.
State of California I Government Operations Agency
Real Estate Services Division I Asset Management Branch / Real Estate Leasing and Planning Section
7073rd Street, Sth floor I West Sacramento, CA 95605 1 t(916} 375-4099
Initials
"-
Rev. June 2018
EXHIBIT B — OUTLINE SPECIFICATIONS
DIVISION 1
DIVISION 1 —GENERAL REQUIREMENTS
1.1 SUMMARY
A. The Outline Specifications describe minimum standards of quality and performance for
premises occupied by the State. Construction methods or materials other than those
stated herein may be acceptable if, in the opinion of the State, they provide equal quality
and performance.
1.2 RELATED DOCUMENTS
A. Lease
B. Exhibit "A" — Plans or Facility Design Program (written narrative)
C. Exhibit "B" — Division 3 Special Provisions:
1. Refer to Division 3 of this specification for Special Provisions, which may amend
and/or supersede Division 1 and 2 requirements.
D. Exhibit "B" — Division 4 Technical Requirements:
1. Refer to Division 4 of this specification for Technical Requirements, which may amend
or supersede Division 1 and 2 requirements.
E. Exhibit "C" — Administrative Requirements
1. Refer to Exhibit "C" for specific requirements related to the following:
a) State Fire Marshal Procedures
b) Access Compliance Procedures (California Building Code/Americans with
Disabilities Act)
c) Green Building Practices
1.3 GENERAL PROVISIONS
A. Wherever reference is made to "State," "Agency," "Department," or other State of
California administrative department, this shall be construed to mean the Department of
General Services, Real Estate Services Division, Real Estate Leasing and Planning
Section, here and after referred to as DGS.
B. The State's intent is to achieve adequate standards of quality while avoiding unnecessary
alterations, so that in all cases where an existing feature is acceptable to DGS, the
Lessor's obligation is only to maintain that feature as it exists.
C. The Lessor shall immediately address conflicts, omissions, or errors if discovered within
the Exhibits, or any question regarding interpretation or clarification, by submitting in
writing to the State a Request for Information (RFI). Responses from the State will not
change any requirement of the lease exhibits unless so noted by the State in the
2
- Rev. March 2019
EXHIBIT B — OUTLINE SPECIFICATIONS
DIVISION 1
DIVISION 1 — GENERAL REQUIREMENTS
1.1 SUMMARY
A. The Outline Specifications describe minimum standards of quality and performance for
premises occupied by the State. Construction methods or materials other than those
stated herein may be acceptable if, in the opinion of the State, they provide equal quality
and performance.
1.2 RELATED DOCUMENTS
A. Lease
B. Exhibit °A" —`Plans drt`'acility Design Program (written narrative)
C. Exhibit "'B" — Division 3 Special Provisions:
1, ,:Refer to Division 3 of this specification for Special Provisions, which may amend
and/or supersede Division 1 and 2 requirements.
D. Exhibit "B" — Division 4 Technical Requirements:
1 Refer to Division 4 of this specification for Technical Requirements, which may amend
or supersede Division 1 and 2 requirements.
E. Exhibit "C Administrative Requirements
A. Refer tb;Exhibit "C" for specific requirements related to the following:
a) State Fire Marshal Procedures
b) Access Compliance Procedures (California Building Code/Americans with
Disabilities Act),
c) Green,Building Practices -
1.3 GENERAL PROVISIONS
A. Wherever reference Is made to "State," "Agency," "Department," or other State of
California administrative department, this shall be construed to mean the Department of
General Services, Real Estate Services Division, Real Estate Leasing and Planning
Section, here and after.referredte as DGS.
B. The State's intent is to achieve adequate standards of quality while avoiding unnecessary
alterations, so that in all cases where an existing feature is acceptable to DGS, the
Lessor's obligation is only to maintain that feature as it exists.
C. The Lessor shall immediately address conflicts, omissions, or errors if discovered within
the Exhibits, or any question regarding interpretation or clarification, by submitting in
writing to the State a Request for Information (RFI). Responses from the State will not
change any requirement of the lease exhibits unless so noted by the State in the
2
Rev. Marh 2019
EXHIBIT B — OUTLINE SPECIFICATIONS
DIVISION 1
response to the RFI. In case of conflicts between "Exhibit A" and Exhibit "B," the Exhibit
"A" supersedes these specifications.
D. Lessor shall patch, repair and refinish to match, all existing surfaces disturbed by the new
construction. Upon completion of the project, there shall be no visual difference between
the new work and the existing conditions. No changes, modifications, or substitutions
shall be made to the premises as shown, except with the prior written approval of DGS.
E. LEED Certification
1. When the lease contract requires LEED (Leadership in Energy and Environmental
Design) certification the Lessor shall refer to the following requirements:
a) The Lessor shall assign the DGS planner as a team member on the LEED-Online
workspace.
b) Ina newly constructed building of 10,000 square feet (sf) or greater, the Lessor
shall obtain Silver -level LEED certification or better from the U.S. Green Building
Council (USGBC) within 12 months of project occupancy.
1) For requirements to achieve Silver certification, Lessor must refer to the latest
version of LEED at http://www.usgbc.org. At completion of LEED
documentation and receipt of final certification, the Lessor must provide DGS
an electronic copy on a compact disc. of all documentation submitted to
USGBC. Acceptable file format is Adobe PDF saved to disc from the LEED-
Online workspace and templates. In addition a DGS or tenant representative
shall have access to the LEED-Online workspace during design and through
the term of the lease.
2) Prior to the end of the first year of occupancy, if the Lessor fails to achieve
LEED Silver certification, the State may assist the Lessor in implementing a
corrective action program to achieve a LEED Silver certification and deduct its
costs (including administrative costs) from the rent.
c) In tenant improvements of 10,000 sf or greater, the Lessor shall obtain Silver -level
certification or better from USGBC within 12 months of project occupancy. The
DGS planner shall be consulted during the point selection process, and selection
of which points to obtain shall be decided by mutual agreement. Points related to
indoor air quality and lighting are a priority to the State.
1) For requirements to achieve certification, Lessor must refer to latest version of
the LEED Reference Guide at: http://www.usobc.orp. At completion of LEED
documentation and receipt of final certification, the Lessor must provide DGS
an electronic copy on a compact disc of all documentation submitted to
USGBC. Acceptable file format is Adobe PDF copied to disc from the LEED-
Online workspace and templates. In addition, the Lessor will provide DGS
3
Rev. Mamhn119
EXHIBIT B — OUTLINE SPECIFICATIONS
DIVISION 1
viewing access to the LEED-Online workspace during design and throughout
the time of the lease.
2) Prior to the end of the first year of occupancy, if the Lessor fails to achieve
LEED Silver certification, the State may assist the Lessor in implementing a
corrective action program to achieve LEED certification and deduct its costs
(including administrative costs) from the tent.
d) When LEED certification is obtained, the Lessor shall provide two original LEED
rorfifirQfn, to C
F. Prevatlin _,�p wage: For those projects defined as "publicworks" pursuant to Labor Code
§17Q2, Lessor/contractor shall comply with prevailing wage requirements and be
subject to` restrictions and penalties in accordance with §1770 at seq, of the Labor Code
which; requires prevailing wages be paid to appropriate work classifications in' all bid
specifications and subcontracts.
G. 'Project schedule: Upon execution of the lease, Lessor shall issue to DGS a complete and
detailed Critical Part Method (CPM) schedule for the project, which may beadjusted by
mutual agreement as the project proceeds. The schedule shall include allowances for
periods of time' necessary for the installation of State-owned equipment and modular
systems furniture.
H. Construction costs:,Pdor to construction, Lessor shall provide to the State competitive
bids from at least three licensed contractorstsubcontractors and shall contract with the
lowestacceptablebidder. The bids shall include all charges such as (but not limited to)
labor, materials,3ool% equipment, fees, taxes, shipping, handling, permits, inspections,
and fabrication for the work defined in the lease exhibits. The bids shall also inciude'any
architectural and engineering fees. The bids shall be itemized unit cost construction
estimates developed by` using the Construction Specification Institute (CSI) format, titles,
and numbering stam. Lump sum cost estimates are not acceptable.
New shell condition: The following items shall be provided by the Lessor and shall not be
construed as tenant improvements:' '
1. Exterior window coverings
2. Capital improvements to the building's core and shell
3. Building's perimeter walls and core walls with drywall finish ready for paint
4. Fire sprinkler main loop including drops and heads
5. Electrical service at a minimum of 5 watts per square foot
6. HVAC equipment and ducting to the premises
7, Code -required toilet room facilities
8. Americans with Disabilities Act (ADA) and California Building Code (CBC) compliance
work to correct all deficiencies to comply with current code.
Rev. March 2019
RIX
EXHIBIT B — OUTLINE SPECIFICATIONS
DIVISION 1
Previously constructed and occupied space (second -generation conditionl: In addition to
items in paragraph I above, Lessor shall provide the following at no cost to the State:
1. Code -compliant ceiling
2. Code -compliant lighting systems
3. Any code -required exit door and frame assemblies
K. Usable area calculation: For the purpose of determining the net usable square feet,
State -leased space shall be calculated as follows:
Net usable office area includes all areas assigned to the State such as: offices,
conference rooms, reception rooms, special use and supply rooms, hallways within the
space, laboratories, private toilet rooms/showers, break rooms, auditoriums, cafeterias,
and spaces exclusively used by the State. Net usable office area does not include
stairwells, stacks/shafts, janitor closets, mechanical rooms, electrical rooms, code -
required toilet rooms, code -required common areas, corridors and common area lobbies.
Net usable office area is measured from the finished surface of the office side of the
corridor and other permanent walls, the dominant surface (wall or glazing) of the exterior
walls, and from the centerline of demising walls separating other building tenants.
L. Record documents: Lessor, at Lessor's sole cost and expense, shall provide the State
accurate architectural drawings of the "as -is" condition of the space to be leased,
including building common areas, site/parking plan, and path of travel. The drawings shall
be in an electronic format to be determined by DGS. Any required re -design work cause
by discrepancies with the "as -is" drawings shall be the responsibility of the Lessor.
M. Green building practices: The Lessor shall operate and maintain the leased premises in
accordance with best practices to achieve energy efficiency, sustainability, improved air
quality, reduced water usage and maximum recycling efforts throughout the term of the
lease.
1. New (state) building leases shall, where economically feasible, include sub -meters
and provide energy use data into Energy Star's Portfolio Manager.
2. Renegotiated state (building) leases for buildings where the State is a sole tenant
shall provide energy use data into Energy Star's Portfolio Manager.
3. New and renegotiated state building leases shall encourage landlords to participate in
utility -sponsored energy conservation measures, using alternative financing.
4. -Where economically feasible, Lessors are encouraged to implement measures of the
California Green Building Standards Code (CalGreen) related to indoor environmental
quality for all new or renegotiated leases.
5. The State will identify and pursue opportunities to provide electric vehicle charging
stations, and accommodate future charging infrastructure demand, at employee
parking facilities in new and existing buildings.
Rev. Momh 2019
EXHIBIT B — OUTLINE SPECIFICATIONS
DIVISION 1
6. All equipment and appliances provided by Lessor shall be Energy Star -labeled if
Energy Star is applicable to the equipment or appliance.
T Wherever restroom fixtures are replaced during construction, the California Green
Building Standards voluntary measures are to be met to achieve a further reduction in
water usage for state -leased space (Tier 1, 30 percent reduction minimum). Lessor to
implement annual irrigation system audits, including leak detection, and perform
immediate repairs to minimize any water loss.
8. Lessor to implement annual Irrigation system audits, including leak detection, and
perform immed!ate'repairs to minimize any water loss.
g. New and renegotiated"state leases shall, when economically feasible, include
provisions 1, reporting water use 'and installation of sub -meters where appropriate.
N. Submitfais: Lessor, shalt submit shop drawings of product data, as well as samples, to the
State-fi r review'prior10 construction or fabrication.
O. Material Safety Data Sheet (MSDS}: Prior to construction and upon request by the State,
Lessor shall, provide MSDS of all products or materials used in the maintenance, repair or
renovation of the premises.,
1.4 CONSTRUCTION AND CODE CRITERIA
A. Construction documents: The Exhibit "A' Plan or the Exhibit "A" Facility Design Program
(written narrative) are design development guidelines only. Lessor shall provide all
required construction documents and calculations necessary to obtains, building permit
from the focat Building Department and to construct the; improvements as indicated. The
use of the Exhibit "A'' Plan in lieu of construction documents is not acceptable to the
State.
1.` Prior to submitting construction, documents to the local building department for plan
check or permitting, Lessor shall submit said construction documents to DGS for"
review. Any DGS comments to the construction documents,shall be construed as
advisory only and shall not.relleve the Lessor in any respect from full compliance with
Exhibits "R;' °B° and "C" or any other exhibits,
Z Lessor's architect, engineers, consultants, and contractors shall have'current and
valid licenses/certificatons'issued by the state of California.
3. During construction of.building's care, shell, and/or tenant improvements, Lessor shall
maintain at the project site a complete set of lease exhibits consisting of Exhibits "A,"
"B," "C" and any other exhibits for DGS use.
B. State Fire Marshal: Concurrent with submission to the building department for permitting,
Lessor shall submit a complete set of construction documents, including fire sprinkler
plans and fire alarm plans, to the State Fire Marshal for review and approval and shall
Ray. %larch 2019
EXHIBIT B — OUTLINE SPECIFICATIONS
DIVISION 1
arrange for periodic inspections of the work (refer to Exhibit "C' for SFM GOVmotus
procedures). No construction shall commence without approved plans.
C. Access compliance: Lessor shall ensure that all new work and existing conditions comply
with the requirements of California Code of Regulations (OCR) Title 24, California
Building Code (CBC), and Americans with Disabilities Act (ADA). State agencies are
public entities and shall comply with Title II of the ADA. Exceptions to the code for
existing buildings are not permitted. Where CBC requirements conflict or differ with ADA
requirements; the most stringent requirement shall take precedence. Access compliance
shall apply to exterior areas such as, but not limited to, path of travel to and from public
transportation and public right-of-way; parking; passenger drop-off and loading zones;
walks and sidewalks; curb ramps; ramps; and all stairs. Access compliance shall also
apply to interior areas such as, but not limited to, entrances and exits; lobbies; building
common areas; elevators; access lifts; doors and gates; access to and through all rooms
and spaces; restrooms; signs and identification; counters; waiting and seating areas;
assistive listening systems; drinking fountains; alarms; and horizontal/vertical access.
See Exhibit "C" for procedures.
D. Codes and ordinances: All new work and existing conditions shall comply with all current
regulations, laws, and ordinances of the governmental authorities having jurisdiction, as
well as the applicable editions of the following codes, including but not limited to:
1. Title 8 CCR, Industrial Relations
2. Title 17 CCR, Public Health
3, Title 19 CCR, Public Safety, State Fire Marshal Regulations
4. Tittle 24 CCR, Part 1-Building Standard Administrative Code
5. Title 24 CCR, Part 2-CBC, Vols. 1 & 2
6. Title 24 CCR, Part 3-California Electrical Code (CEC)
7. Title 24 CCR, Part 4 California Mechanical Code (CMC)
8. Title 24 CCR, Part 5-California Plumbing Code (CPC)
9. Title 24 CCR, Part 6 CEC
10. Title 24 CCR, Part 9-California Fire Code (CFC)
11. Title 24 CCR, Part 11 California Green Building Standards Code
12. Title 24 CCR, Part 12-California Reference Standards Code
If fire -life safety, health hazards, and/or noncompliant code conditions are discovered
either before or after occupancy, then Lessor, at Lessor's sole cost and expense, shall
correct the condition.
E. Building permit: Lessor shall obtain a building permit for the required construction from
the local building departments, if required. In the event there is no local building
department; Lessor, at Lessor's sole cost and expense, shall provide a third -party,
independent Inspector of Record (IOR). The IOR shall perform periodic inspections on
the work for conformance with all regulations, laws and ordinances.
7
Rev. March 2019.
EXHIBIT B — OUTLINE SPECIFICATIONS
DIVISION 1
Safety evacuation plans: Lessor shall provide safety evacuation plans of the leased
premises. The safety evacuation plans shall clearly delineate evacuation routes, exits, fire
extinguishers, and fire alarm pull station locations. The plans shall be a minimum of
8"xl0" in size, framed and under glass or clear plastic. The plans shall be installed in all
assembly occupancies including conference rooms, break rooms, reception areas, and
where requested by the State fire marshal (SFM).
G. Fire extinguishers: Lessor shall provide and install fire extinguishers. Fire extinguishers
shall be housed in semi -recessed cabinets and shall be located as required by CA Title
19 CCR, Public,Safety. Above each fire extinguisher, per current code requirements.
Lessor shail.furnish and install a red triangular shaped 3-D sign with printed text "Fire
Extingwstrer' With an arrow pointing down. Lessor shall "provide annual servicing of the
fire extinguishers throughout the terns of the lease.
H. Seismfc performance The State will consider only those facilities that can demonstrate
the ability to'meet a seismic performance level as set forth in:
A. 1998 edition or subsequent editions of the. California Building Code,
Or:
2. 197Q editionor subsequent editions of the Uniform Building Code and the building
does not have any one of the enumerated characteristics or conditions listed below:
a) •UnreinforGed masonry elements, whether load -bearing or not, not including brick
veneer,
b) Precast,,pre-stressed or post -tensioned structural or architectural elements,
except piles. ,
c) 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.' ,
d) , Apparent additions, alterations, or repairs to the structural system made without a
building permit. .
e) Constructed on a site with a slope with one or more stories partially below grade
(takema6`50 percent or less) for a portion of their exterior.
f) Soft orweak story, including wood frame structures with cripple wails, or if
constructiom is over first -story parking. _
g) Seismic retrofit'ofthe,building whether voluntary or mandated, whether partial or
complete.
h) 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
Rev. kfamh 2019
EXHIBIT B — OUTLINE SPECIFICATIONS
DIVISION 1
is required when any of the conditions of Section 3.2 of Federal Emergency
Management Agency (FEMA) 352 indicate an investigation of beam -column
connections is warranted.
j) Visible signs of distress or deterioration of structural or nonstructural systems,
e.g., excessively cracked and/or spalling concrete walls or foundations, wood dry
rot, etc.
3. Certification of the above requirements must be provided by an independent licensed
structural engineer at the Lessor's expense.
4. Lessor shall provide and install all hardware required to brace and anchor all storage
cabinets, lockers, bookcases, shelving units and similar furnishings 6-0" or more in
height whether provided by State or Lessor, in accordance with seismic design
requirements of the code.
I. Construction waste management:
1. Items and materials existing in the premises, or to be removed from the premises
during the demolition phase, are eligible for reuse in the construction phase of the
project. The reuse of items and materials is preferable to recycling them; however,
items considered for reuse shall be in refurbished condition and shall meet the quality
standards set forth by the State in this Lease. The Lessor shall submit a list of items
for reuse and DGS shall make the final determination for acceptance.
2. Recycling construction waste is mandatory for initial space alterations and tenant
improvements under the Lease.
3. Recycling construction waste means providing all services necessary to furnish
construction materials or wastes to organizations that will employ these materials or
wastes in the production of new materials. Recycling includes required labor and
equipment necessary to separate individual materials from the assemblies of which
they form a part.
4. The Lessor shall recycle the following items during both the demolition and
construction phases of the project, subject to economic evaluation and feasibility:
a) Ceiling grid and tile
b) Light fixtures, including proper disposal of any transformers, ballasts and
fluorescent light bulbs
c) Duct work and HVAC equipment
d) Wiring and electrical equipment
e) Aluminum and/or steel doors and frames
f) Hardware
g) Drywall
h) Steel studs
i) Carpet, carpet backing, and carpet padding
j) Wood
k) Insulation
1) Cardboard packaging
m) Pallets
n) Windows and glazing materials
9
Rev. March 2019-
EXHIBIT B — OUTLINE SPECIFICATIONS
DIVISION 1
o) All miscellaneous metals
p) All other finish and construction materials
5. If any waste materials encountered during the demolition or construction phase are
found to contain lead, asbestos, polychlorinated biphenyls (PCBs) (such as
fluorescent lamp ballasts), or other harmful substances, they shall be handled and
removed in accordance with federal and state laws and requirements concerning
hazardous wastes.
6. In addition to providing "one time" removal and recycling of large-scale demolition
items such as carpeting or drywall, the Lessor shall provide continuous facilities for
the recycling ofincidental construction waste during the initial construction.
7. Construction materials recycling records shall be maintained by the Lessor and shall
be accessible to the State. Records shall include materials recycled or landfilled;
quantity; date; and identification of hazardous wastes.
8. Leftover paint and open paint cans shall be returned to drop-off locations, paint,
retailers, hardware stores, transfer stations and household hazardous waste facilities
for reuse,,recycling or proper management. Unopened cans of paint shall be left on
Ote for the Lessor's or agency's use for touch-up painting.
1.5 SUBSTANTIAL COMPLETION; AND PROJECT COMPLETION
A. Premises shall fully conform to all lease exhibits and shall be constructed in accordance
with industry,standards and best practices. Lessor guarantees that all mechanical,
electrical, plumbing systems and other features (including architectural finishes, paint,
hardware„doors; floor covering, etc.) are of quality capable of giving satisfactory service
in accordance with these specifications for the term of this lease.
B. Substantial completion is achieved when the building core, shell, and tenant
improvements as defined in these lease exhibits, including the installation of any modular
systems'furniture-(MSF), are sufficiently completed to allow the State to lawfully and
physically occupy the premises for its intended purpose. Any work required to complete
any outstandingpunch-list items shall not interfere with or interrupt the State's daily.
operation. A:DGS,planner wilt make the final determination of when substantial
completion is'aohieved.
C. Lessor shall operate the HVAC'system to provide continuous air for a minimum of 24
hours per day for seven days prior to occupancy.
D. State employees, agents, and Invitees shall have ready access to the building and
premises through'the main building entry and lobby. Elevators, stairs and restrooms shall
be operational.
E. The premises shall be free of all construction debris and thoroughly cleaned. Lessor shall
touch up and restore damaged or defaced painted surfaces throughout the premises
subsequent to installation of State's furnishing and equipment. All painting shall be
coordinated with a DGS planner.
F. Upon project completion, Lessor shall obtain final approvals from the authorities having
jurisdiction and all punch -list items shall have been completed, and reinspected by the
State. Lessor shall submit to the State the following completed documents, if applicable,
with all appropriate signatures.
10
Ray. March 2019
„1A
EXHIBIT B — OUTLINE SPECIFICATIONS
DIVISION 1
1: Building permit
2. Building inspection card
3. Certificate of occupancy
4. Fire Department approvals
5. CBC/ADA Access Compliance Fee Calculation -Exhibit "C" Form E
6. Verified Report -Exhibit "C" Form G
7. LEED Certification -when applicable
8. Air balance report
9. Operation manuals and training for equipment such as (but.not limited to) intrusion
alarm system, video conferencing equipment, and appliances.
1.6 INDOOR AIR QUALITY
A. Lessor shall implement mandatory measures and relevant and feasible voluntary
measures of the CalGreen, Part 11, in new buildings and when performing alterations,
modifications and maintenance.
B. Maintenance staff shall use cleaning products that are low emitting; that meet Green Seal
(GS) Standard GS-37; and that use non -chemical methods where feasible.
C. Maintenance staff shall follow the Carpet and Rug Institute's Carpet Maintenance
Guidelines for Commercial Applications.
D. Lessors shall, when feasible, use filters with a minimum efficiency reporting value
(MERV) rating of no less than 11. Existing HVAC systems incapable of accommodating
an 11 MERV rating shall use the highest MERV rating that their fan(s) can accommodate.
E. All HVAC systems above 2,000 cubic feet per minute (cfm) shall be equipped with
outdoor airflow measuring stations and be connected to a building energy management
system, which shall be programmed to provide audible and visible alarms. For additional
HVAC requirements see Division 2.
1.7 HAZARDOUS MATERIALS
A. Lessor warrants and guarantees that the premises leased to the State will be operated
and maintained free of hazard from asbestos, lead, mold, and PCBs.
1. The areas include:
a) Premises leased to the State and air plenums in the same HVAC zone.
b) Common public areas which state employees or their invitees would normally
and/or reasonably use.
c) Building maintenance areas, utility spaces, and elevator shafts within or servicing
areas described in items (a) and (b) above.
2. Lessor shall be responsible for all costs associated with the abatement of hazardous
materials including (but not limited to) the following: cleanup of contaminated State -
leased space, State-owned equipment, furnishings and materials and all required
monitoring reports. Copies of all air monitoring reports shall be furnished to the State.
3. The State -leased space shall be maintained at or below the permissible exposure
levels for all substances regulated under Title 8 California Code of Regulations
Section 5155. If itisdetermined by the State that the tenant must be relocated to
11
Rev, March 2019
EXHIBIT B — OUTLINE SPECIFICATIONS
DIVISION 1
prevent exposure above the permissible level, the Lessor shall provide comparable
accommodating space at no cost to the State. In addition, the Lessor shall pay for all
costs associated with this move including (but not limited) to: administrative, furniture,
communications contracts and equipment costs.
4. In the event that after written notice is provided by the State, the Lessor fails, refuses,
or neglects to diligently pursue abatement of any hazardous material, the State may
affect such abatement. The State may deduct all reasonable costs of such abatement
of hazardous materials from the rent.
5. The Lessor shall indemnffy,:defend, and hold the state of California, its officers, and
employees harmless from and against any and all losses, damages, judgments,
expenses jJddluding court costs and reasonable attorney fees), or claims whatsoever,
arising ouf of, or in any way connected with or related to, directly or indirectly, the
presenbe-W hazardous materials within the State -leased space or the building in
wi(ch:the leased pr"emises are located.
B. Asbestos.: < �_
1. For bulidirigs constructed prior to January 1, 1979, the Lessor shall provide the State
with a current, written asbestos survey of the areas listed in Section 1.6. A:1. An
independent California division of Occupational Safety and Health (CalOSHA)
Certified Asbestos Consultant shall complete the survey.
2. For buildings constructed after December 31,1978, and prior to any tenant-
improvements or major repairs, the Lessor and Lessor's construction contractor are
responsible for sampling any suspected asbestos -containing material (ACM) to be
disturbed during the project. Where ACM is suspected to be present, the Lessor shall
provide the State with a written asbestos survey covering all materials to be disturbed
during the project; the survey shall be performed by an,independent Lessor -contracted
consultant.
3. Where ACM or suspect ACM has been identified by survey, the Lessor shall provide
the State with a copy of a written Operations and Maintenance (O&M) plan. This O&M
plan must be effective in minimizing damage or disturbance of any ACM or suspect
ACM and provide for quick repairs of the same.
4. If damaged ACM or suspect ACM is found, or the physical condition of ACM indicates
possible fiber release, a response action in accordance with the approved O&M plan
shall be conducted. The approved 0&M plan shall include provisions for air sampling
by an indePendent Certified Industrial Hygienist during and at the completion of all
response actions. Analysis of air samples shall be conducted utilizing Transmission
Electron Microscopy (TEM), The standard for reoccupancy of an affected area shall be
concentrations at or below 70 asbestos structures per millimeter squared
(structures/mmz).
5. Lessor shall perform asbestos notification as required by Chapter 10.4 of the Health
and Safety Code. Any abatement work shall be performed by a licensed contractor
with asbestos certification (ASB). The State reserves the right to establish consultant
oversight of any asbestos -related work program at its expense.
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EXHIBIT B — OUTLINE SPECIFICATIONS
DIVISION 1
6. In addition to any other remedies it may have, in the event the Lessor fails to diligently
pursue abatement of hazard from ACM, as required under the provisions of this lease,
the State may, by notice in writing, terminate this lease. Lessor shall be liable to the
State for all expenses, losses and damages reasonably incurred by the State as a
result of such termination, including (but not limited to) additional rental necessary to
pay for an available, similar replacement facility. This rental shall extend over the
period of what would have been the remaining balance of the lease term plus any
option periods, costs or any necessary alterations to the replacement facility,
administrative costs, and costs of moving furniture, data processing, and telephone
equipment.
C. Lead material:
1. Any material suspected of containing lead within the areas listed in Paragraph "A" shall
be tested and identified through sampling by an independent California Department of
Public Health (CDPH) Certified Lead -Related Construction Inspector/Assessor.
2. In the event lead removal is required, Lessor shall provide an independent CDPH
Certified Lead -Related Construction Inspector/Assessor to inspect the quality of work
for compliance with applicable regulations; perform air monitoring; perform a final
clearance visual inspection; conduct wet wipe sampling/lab analysis; and ensure
proper handling and/or disposal of hazardous waste.
D. Mold:
1. The Lessor shall operate and maintain the leased premises to be free of hazard from
mold.
2. If mold is detected within the State -leased space, an immediate response action in
accordance with industry standard practices shall be undertaken by the Lessor. The
Lessor shall contract for the services of an independent CaIOSHA/Certified Industrial
Hygienist to determine the appropriate response action.
3. Lessor shall be responsible for all costs associated with any hazard response action.
E. Underground Storage Tanks (UST):
1. Lessor shall comply with the requirements of the California health and Safety Code,
Section 25280-25299.8 (Underground Storage Tanks).
,END OF DIVISION 1
13
Rev. March 2019
EXHIBIT B — OUTLINE SPECIFICATIONS
DIVISION 2
For items that are shown with strikethrough (str+kethseuo) please refer to Division 3,
Special Provisions for amendments to the requirements.
DIVISION 2 — DESIGN REQUIREMENTS
2.1 FLOOR CONSTRUCTION AND FINISHES
A. Concrete floor.
1. Concrete. floor construction is the standard for comparison. Floor of another material
may be acceptable provided its use does 'not produce or transmit sound or vibration
to a,' 'greater degree than a 4" reinforced concrete slab.
a) Lessor shall' provide certification that the concrete slab is level and does,not
exceed a variance of inch in 10 feet from a true flat plane.'
b) Wtere slab is out of compliance, leveling shall be achieved using a high
strength concrete topping compound, i.e., Mapei, Ardex, Inc., K-500, Hacker
'Ind., Firm Fill 4010, Maxxon, Level -flight, or approved equal material.
2.Concrete floors In janitor closets, mechanical, and/or electrical utility rooms shall be
cleaned,and treated 'with epoxycoating. Office areas throughout shall have carpet or
other floor covering with 4 high cove base, unless noted otherwise. Floors in toilet
room$ shall be of nonabsorbent material impervious to moisture, such as ceramic
tileor approved`equal, with minimum 4" high cove base. Floor covering shall extend
under counters and cabinets. Colors and patterns shall be as selected or approved
by State.
3.Pdor to the installation of any finish floor material, Lessor shall perform a quantitative
moisture test on the concrete. slab. The test shall be administered in accordance
with the flooring material manufacturer's written guidelines or recommendations. to
the event the moisture content exceeds the flooring material manufacturer's
recomlxtendationAhe Lessor, at Lessor's sole cost and expense, shall provide and
install a•waterproofing sealer as recommended by the flooring material
manufacturer.:
4.Exposed concrete floors are not acceptable in toilet rooms, locker rooms or shower
rooms. .
B. Carpet flooring —'-'General:
1. Lessor shall provide and install carpet and cove base where shown in Exhibit "A."
All carpet shall comply with American National Standards Institute (ANSI) NSF
140-2007 Platinum level.
a) When requested by DGS, Lessor shall submit carpet samples to DGS for
selection. The samples shall be from a minimum of three different
manufacturers and consist of a variety of patterns, textures, colors and styles.
b) Carpet shall have random graphic pattern loop non -generic branded, 6 or 6.6
nylon face yarn with inherent static control.
14
Rev, March 2019
EXHIBIT B — OUTLINE SPECIFICATIONS
DIVISION 2
c) Broadloom loop pile carpet shall have inherent static control capability to
assure a maximum 3.5 KV rating at 20 percent relative humidity and 70' F as
measured by American Association of Textile Chemists and Colorists
(AATCC) Test Method 134.
d) Carpet shall be installed according to manufacturer's guidelines. The carpet
shall be securely attached; have a firm cushion, pad or backing; and be of
level loop, textured loop, level -cut pile, or level-cut/uncut pile texture. The
maximum pile height shall be inch.
e) The carpet backing shall have a minimum 10-year guarantee against tuft pull
and zippering, and surface wear shall not be more than 10 percent within 10
years.
f) Carpet adhesives shall be non -toxic, low -odor, solvent -free, and shall not
produce toxic vapors or contain carcinogenic materials.
g) Carpet shall meet federal, state and local flammability standards.
h) Carpet shall be installed in accordance with the Carpet and Rug Institute
(CRI) Carpet Installation Standard. The installation shall be guaranteed
against bubbling, wrinkling, stretching/shrinking, opening seams, or other
evidence of poor materials and workmanship for a period of two years
following installation. This guarantee shall cover normal wear and tear and
note deficiencies occurring as a result of damage, negligence and/or
alterations. The materials shall be guaranteed against wear, delamination,
tuft bind and be lightfast for a period of 10 years. The material shall remain
colorfast as a result of atmospheric contaminants for a period of five years
after installation.
i) Lessor shall maintain the carpet according to manufacturer's guidelines.
C. Broadloom carpet requirements:
1. Density: 6000 minimum; heavy commercial use.
2. Density: 36x finished pile weight divided by pile height.
3. Tuft bind for broadloom shall be minimum 6 lbs., ASTM D 1335-98, Standard Test
Method for Tuft Bind (edge ravel) of Pile Yarn Floor Coverings, tested wet or
dry. Warranty edge ravel for 10 years.
4. Face yarn weight: Minimum 22 oz./sq. yd.
5. Minimum of 10 Ibs backing delamination test, ASTM D 3936-05 Standard Test
Method for Resistance to Delamination of the Secondary Backing of Pile Yarn
Floor Covering.
6. Minimum rating of 7 anti -stain tests; AATCC Test Method 175-2008 Stain
Resistance Pile Floor Coverings.
7. Lessor shall provide 2 percent of product overage, including accent carpet, up to a
maximum of 100 sq. yards from the same dye lot for future repairs.
15
Rev. March 2019
EXHIBIT B — OUTLINE SPECIFICATIONS
DIVISION 2
D. Carpet tile requirements:
1. Density: 5000 minimum; heavy commercial use.
2. Tuft bind strength shall be minimum 5 lbs., ASTM D 1335-98: Standard Test
Method for Tuft Bind (edge ravel) of Pile Yarn Floor Coverings, tested wet or dry.
Warranty edge ravel for 10 years.
a) Face yarn weight: Minimum 16,oz./sq, yd,
b) Minimum of 10 lb$., backing delamination test, per ASTM D 3936-05 Standard
Test Method foi ,Resistance to Delamination of the Secondary Backing of Pile
Yarn Floo`nCovering.
c) Minimum`ratfng of 7 anti -stain tests, per AATCC Test Method 175-2008 Stain
Resistance Pile Floor Coverings,
d) Lessor shall provide 2 percent of product overage, including accent carpet, up to a
rp6ximum of 100 sq. yards from the same dye lot for future repairs.
E. Cerarriic tile flooring requirements:
T: `Ceramic tile flooring shall have a coefficient of friction of at least 0.6 per ASTM C
1028 (0'.8 percent on sloped surfaces steeper than 6 percent). Unless otherwise
note¢. by DGS, provide slip -resistant floor the with matching wall tile base, and
include all inner and outer corner and trim pieces. All adhesives, mastics, and
grouts shall be non -toxic and low in volatile organic compound (VOC) emissions
and shall be as recommended"by the ceramic the manufacturer. All grout shall be
sealedand maintained according tolnanufacturer's guidelines.
,F. Resilient.flooring requirements:
1. ; Resilient flooring shall meet ASTM F 1066, FS SS-T-312B, Type; IV, Composition
;1, Class 2, 12" x 12"'having uniform thickness of 1/8" with square true edges of
manufacturer's standard color' and pattern as selected. Product shall comply with
all regulations controlling the use of VOCs. Provide one carton (40 pieces) of
additional matching Floor tile.
2. Resilient flooring shall have a coefficient of friction of at least 0.6 per ASTM D
2047.-If shall be installed in strict accordance with manufacturer's approved
installation instructions using the appropriate recommended 100 percent solvent -
free adhesive. '
G. Rubber base requirements:
1.` :Lessor shall provide and install cove wall base at all carpet and resilient floor -finish
areas. Wall base shall be extruded rubber cove, 1/8" thick x 4' high complying with
ASTM F-1861. The color shall be selected by DGS.
2.2 EXTERIOR WALLS
A. Exterior walls, including door and window assemblies, shall be weatherproof. All cracks
that allow outside air to penetret6 the building's envelope shall be sealed.
B. Exterior walls shall be insulated to comply with CCR Title 24,
2.3 INTERIOR WALLS, PARTITIONS AND VESTIBULES
A. Walls and partitions shall be ceiling height unless otherwise noted in Exhibit "A" or
Division 3 'Special Provisions.' Subject to code limitations, those indicated as new
partitions may be wood or metal stud with plaster or gypsum wallboard or other
construction of equal sound transmission coefficient (STC). Provide a minimum STC 32.
16
Rev. March 2019
EXHIBIT B - OUTLINE SPECIFICATIONS
DIVISION 2
Demising walls separating State premises and other building tenants shall extend to the
underside of structure above and shall be constructed to achieve an STC 50.
B. Walls of equipment rooms, toilet rooms, conference rooms, hearing rooms, quiet rooms,
training rooms, interview rooms, employee break rooms, and where otherwise indicated
in Exhibit "A," shall be insulated to prevent transmission of sound or vibration. Wall
construction shall achieve a minimum rating of STC 50 as set forth in ASTM E 90,
C. Furnish and install insulation batts above the finished ceiling on each side of the wall for
the entire length of the wall.
D. Moisture -resistant wainscot of wall tile or other DGS-approved material shall be installed
to all plumbing fixture walls and adjacent walls in the toilet rooms. Wall tile shall be a
minimum of 4"x 4" glazed ceramic tile unless otherwise noted in Exhibit A. Wainscot shall
extend a minimum of 4'-0" above finished floor, unless noted otherwise.
E. Glazed openings in office partitions shall be set in metal frame assemblies and comply
with Consumer Product Safety Commission impact -safety standards.
2.4 ROOF AND INSULATION
A. Roof shall be weather tight and provided with a suitable drainage system that will
effectively dispose of roof water without interfering with the use of premises.
B. Roof shall be insulated such that the heat transfer values from roof to occupied areas
comply with CCR Title 24.
2.5 CEILINGS
A. Ceilings of office areas including reception, private offices, open office areas, corridors,
and office storage areas shall have suspended "T" bar systems with acoustical lay -in tiles
or other approved material with equivalent acoustical qualities. Ceiling heights shall be a
minimum of 9'-0" and a maximum of 12'-0" unless otherwise approved by DGS.
B. Where existing "T" bar system with acoustical lay -in tiles are reused, Lessor shall modify
ceiling system as necessary to comply with all seismic safety regulations. "T" bar system
and ceiling tiles shall be free of all dirt, dust, stains, and damage. Where replacement
tiles are installed, all tiles shall be arranged as necessary to provide a uniform
appearance in each enclosed space.
C. Ceilings shall be a flat plane in each room and shall be suspended and finished as
follows unless an alternate equivalent is preapproved by the State:
1. Restrooms and evidence board rooms: Plastered or spackled and taped gypsum
board.
2. Offices, conference rooms and open office: Mineral and acoustical tile or lay -in panels
with textured or patterned surface and regular edges or an equivalent preapproved by
the State. Tiles or panels shall contain a minimum of 30 percent recycled content.
2.6 DOORS
A. All interior doors shall be solid -core flush wood doors with wood veneer suitable for stain
or paint finish. Doors shall be a minimum dimension of 3'-0" x 6'-8" x 1-3/4".
B. Doors shall be manufactured per Window & Door Manufacturers Association (WDMA)
and Architectural Woodwork Standards (AWS).
17
Rev, Memh 2049
EXHIBIT B — OUTLINE SPECIFICATIONS
DIVISION 2
C. The formaldehyde emission level of all new doors shall not exceed 20 parts per million.
D. Glass vision panels in interior doors and sidelights shall be minimum 1/4" clear tempered
glass set in metal frame assemblies. Fire protective glass assemblies shall be provided
where required by code.
E. Fire -rated door and frame assemblies shall be installed where noted in Exhibit "A" or as
required by code. Doors and frames shall bear Underwriters Laboratory (UL) label for
required fire -resistive rating.
F. Doors separating conditioned and non -conditioned space shall have weather stripping to
effectively limit air infiltration: Adhesive foam -type or felt weather stripping is not
acceptable.
G. Where indicated'on`plans, or required by code, a roll -down steel fire shutter bearing a UL
3/4 hour, tG label shall be provided. Emergency operation shall be by smoke`detectors
with adjus6tife time delay, initially set at 45 seconds.
H. Whiteexisting door and frame assemblies are reused, Lessor shall patch, repair, adjust,
and refinish the assemblies to provide a new -looking appearance.
2.7 DOOR HARDiAiARE
A: Lessor shall provide and install door,hardware and related items including keying of
locksets necessary,for a complete installation and operation of doors.
B. All hardware.shall be CBC/ADA access compliant, heavy-duty commercial quality equal
to Schlage,"Van Duprin or Falcon.
C. poor hardware shall include (but is not limited to): cylindrical lock and latch sets, door butt
hinges, doorstops push plates, door pulls, closers, and exit devices.
D. Hinge for exterior outswing doors shall have non -removable pins. ;
E. Doorstops shall be provided and installed wherever an opened door or any item of
hardware thereon would strike a wall,, column, equipment, or other parts of building
construction. Doorstops shall be floor -mounted.
F. Lessor shall key all keyed locksets as directed by tenant agency and shall provide a
minimum of three keysfor each lock.
G. Metal thresholds and weather strips shall be provided to all exterior doors. Thresholds
shall have non-sl'ip abrasive finish.
H. Adjustable door closers shall be provided on entrance doors, toilet room doors, vestibule
doors, doors with access -control hardware, and where shown on plans, and ,required by
code.
1. Metal kick plates that are-! 0" high shall be provided and installed on the push side of all
doors equipped w'fth.door.closers.
2.8 MILLWORK
A. Lessor shall provide and install new millwork as shown and where indicated in Exhibit `A.-
B. All millwork shall be manufactured and installed in accordance with the AWS' latest
edition for custom grades. Prior to fabrication, Lessor shall submit to DGS shop drawings
of all new millwork.
18
Rev. March 2019
E�,�ti
EXHIBIT B — OUTLINE SPECIFICATIONS
DIVISION 2
C. Cabinets shall be of sizes and types as indicated in the Exhibit "A." Base cabinets shall
have one row of drawers and one adjustable shelf below with concealed hinged doors,
unless noted otherwise. Lessor shall provide a 4" toe space at base cabinets. Upper
cabinets shall have two rows of adjustable shelves and hinged doors, unless noted
otherwise.
D. Counter tops shall be finished with plastic laminate or solid surface material. Counter tops
shall be self -edged unless otherwise noted. Counter tops with sinks shall be fully formed
and have a no -drip edge, and coved splash joint. All counter tops shall have a back and
side splash unless otherwise noted. Sinks shall have a sanitary metal rim or be a self -rim
stainless steel sink, Other materials may be submitted to the State for approval.
E. Shelving units shall be a minimum of 3/4" thick white melamine, per AWS. Cover exposed
edges with plastic laminate or hardwood edge bound.
F. Face of millwork shall be high-pressure decorative plastic laminate. NEMA LD-3 grades
as required by AWS.
G. Lessor shall provide cabinet hardware such as (but not limited to): concealed hinges,
pulls, catches, shelf rests, standards and brackets, and drawer slides. All
hardware shall comply with ANSI A 156.9-01 and Builders Hardware Manufacturers
Association.
H. All millwork shall be installed in accordance with all seismic safety requirements of the
code.
L Base cabinets containing sinks shall be CBC/ADA access compliant. Unless otherwise
noted, Lessor shall provide cabinet doors with attached toe kicks with rubber base to
conceal clear space below.
2.9 GYPSUM BOARD FINISH/PAINTINGM/ALL COVERING/SEALANTS
A. Gypsum board finish shall be a smooth, blemish -free, level 4 finish and free of tool marks
and ridges. Heavily textured wall surfaces are not acceptable.
B. Water -based paints shall not be formulated with aromatic hydrocarbons, formaldehyde,
halogenated solvents, mercury or mercury compounds, or tinted with pigments of lead,
cadmium, chromium VI, antimony and their oxides. All architectural paints and coatings
shall comply with VOC limits of the California Green Standards Code unless more
stringent local limits apply.
C. All wall texture and paint colors shall be selected and/or approved by DGS.
D. New surfaces:
1. New partitions without factory finish shall be painted with one coat of primer/sealer and
two finish coats of premium quality latex, eggshell paint. Flat paint is not acceptable.
2. Break rooms, toilet rooms, and janitorial closets shall be painted with semi -gloss
enamel paint.
3. Paint -grade doors and trim shall be latex semi -gloss enamel paint.
4. Stained or natural finish wood shall be finished with sealer and two coats lacquer.
They shall be finished using non -toxic, water -based urethanes or similar
environmentally sensitive products.
E. Existing surfaces:
19
I
Rev. March 2019
EXHIBIT B — OUTLINE SPECIFICATIONS
DIVISION 2
1. Interior walls and plaster or gypsum board ceilings shall be finished in latex eggshell
paint.
2. Heavy textured walls shall be sanded smooth and prepared for a new paint finish.
3. Existing wall coverings shall be removed (unless otherwise noted), wall surface shall
be prepared, and receive a new paint finish.
4. Doors and frames shall be refinished to provide a new -looking appearance.
5. HVAC registers and grilles shall,be.in a -newly painted condition. In the event the
registers are in poor condition; registers shall be replaced by the Lessor.
6. Stained or natural finished wood shall be refinished with sealer and lacquer.
7. Metal toilet stall partitions shall be repainted using electrostatic paint process.
F. Where altefatipr'work occurs, new painted surfaces shall extend to the natural break.
G. Where wall *covering is specified, the product shall be "breathable" to prevent mold and
bacteria development. All adhesives (including but not limited to adhesives for carpet,
carp�f tile, plastic' laminate, wall coverings, adhesives for wood, or sealants) shall meet
tho WQC content limit specified in CalGreen Sections 4.504.2.1-4.504.2.4 and 5.504.4.1-
5504.4.3. .
H. Interior sealants shall not contain mercury, butyl rubber, neoprene, styrene butadiene
`rubber (SBR), nitride, aromatic solvents (organic solvent with a benzene ring in its
molecular structure), fibraus talc or asbestos, formaldehyde, halogenated solvents, lead
cadmium, hexavalent chromium, or their components.
2.10 BUILDING SPEC}ALTIES
A. Toilet room partitions and accessories: In addition to any code -required toilet room
.accessories`; Lessor shall furnish, install, maintain, and replenish where appropriate, the
following accessories... ;
1. Coin=operpted`sanitary napkin dispenser (one per women Is toilet room)
2. Folding utility shelf and coat hook (one per toilet stall)
ror 3. Mirwith metal -frame assembly (one per lavatory, two or more lavatories may have
one continuous mirror)
4. Paper towel dispensers (one per every two lavatories)
5. Sanitary napkin waste receptacle (one per women's toilet stall)
6. Soap dispensers (one per lavatory)
7. Toilet paper dispenser, continuous toilet -paper flow, capable of holding two rolls (one
per toilet stall)
8. Toilet seat -cover dispenser (one per toilet stall)
9. Trash receptacles (one per toilet room)
All accessories shall be constructed of stainless steel and, exposed surfaces shall have satin
finish.
1. Toilet room partitions:
2. New toilet stall partitions shall match building standard.
3. Lessor shall furnish and install privacy screens at all urinal locations — screens shall
match toilet partitions.
B, Paper towel and soap dispensers:
20
Rev. MaMh 2019
bw
EXHIBIT B — OUTLINE SPECIFICATIONS
DIVISION 2
1. Where sinks and lavatories are provided for State's exclusive use, Lessor shall
provide, install, and replenish paper towel and soap dispensers. Dispensers shall be
constructed of stainless steel and exposed surfaces shall have satin finish. Locations
shall include but are not limited to: break rooms, coffee bars, labs, work area, etc.
C. Window treatment:
1. Lessor shall provide and install horizontal or vertical window blinds or other DGS-
approved device for privacy to all windows and interior glazed openings, including interior
door sidelights.
2. At sun -exposed areas, Lessor shall provide and install solar screens, reflective glass
coatings, reflective glass panes, or other State- and Lessor -approved device for sun
control.
D. Knox Box:
1. Where State occupies an entire building, Lessor shall furnish and install a Knox Box near
building entrance as directed by Fire Department.
Signage:
1. Lessor shall provide and install room identification signage for all rooms.
2. Lessor shall verify signage content, room number designation, and submit mockups of
signage types to DGS for review and approval prior to fabrication.
3. All signage located within the State's premises shall be tactile identification signage with
raised letters and raised numbers between 5/8" and 2" high with a width -to -height ratio of
between 3:5 and 1:1 and a stroke width -to -height ratio between 1:5 and 1:10. Letters
shall be raised 1/32" above the background, sans -serif uppercase characters. Signage
shall be installed per current code. Signage for all private offices shall have a clear 3"-4"
high x 6" wide x 1/16" thick non -glare lens slide -out.
a) Characters and background of signage shall be eggshell, matte, or other non -glare
finish.
b) Characters shall contrast with their background.
4. Grade 2 California braille dots shall be raised 1/40" above the background. Braille shall
be 1/10"' inch on center within each cell and 2/101 inch between cells. Braille dots shall
be domed or rounded.
5. In addition to room identification signage, Lessor shall provide and install tactile exit
signs and tactile exit route signs.
Where signs are mounted on glass, such as but not limited to sidelights, furnish and
install a blank of equal material, width, height, and background color to the opposite
side of said glass.
6. State of California identification:
a) On or near the suite entrance door, the words "STATE OF CALIFORNIA" shall be
installed, and shall indicate the name of the State tenant/department/agency and
suite numbers and shall include braille and tactile text and numbering.
b) Signage shall be building standard and subject to approval by the State. Painted or
pressure -sensitive vinyl letters are not acceptable. Provide agency identification in
the building directory, where available.
Lessor shall provide "maximum occupancy" signage on the wall above or near the entry
door for all conference, meeting, lunch, auditorium and assembly rooms.
21
Rev. March 2019
EXHIBIT B — OUTLINE SPECIFICATIONS
DIVISION 2
S. Exterior signs (applicable only if building is totally occupied by the State): Lessor shall
provide and install exterior signs. Letters shall be of cast aluminum alloy, bronze, black
anodized finish or dimensional plastic. Submit samples to DGS for approval. The
words "STATE OF CALIFORNIA" and the name of the occupying department, and
street address shall be in scale with the building elevation.
a) Lessor shall be solely responsible for any additional permits and fees.
F. Assistive listening devices:,
1. Lessor shall provide,an assisi a listening device system for all meeting, conference,
quiet, assembly, and gathering rooms. The system shall comply with all accessibility
requirements
Occupant IoaCl less than 50: - "
a) One portable system per.floor can be shared between rooms with occupant loads
'less than 50. The system "shall be designed to accommodate the largest room size
that is being shared. The portable, wireless FM -based system shall include high
output acoustic headset(s) such as the Centrum Motiva PFM 360 (or current
modei)rwith disposable ear plugs, neck-loop(s), conference microphones and a
lockable chargerlaccessory carry case.large enough to hold all equipment. The
system shall be hearing aid compatible. Lessor shall provide slgnage at reception
area indicating that the device is available.
Occupant load of 50 or more:
b) 12o6ms with more than a 50-person occupant load and fixed seating must have a
fixed assistive listing device system for 4 percent of the total number of seats in
these rooms, but not less than two seats. Lessor shall provide signage inside
each'room;and in the common hallway and/or corridor indicating that the device is
available:." "
G. Modular systems furniture (MSF):
1. The State"may elect to furnish and install MSF in lieu of traditional office furniture,
MSFzmay be comprised of any combination of freestanding partition panels, panel
supported. work surfaces, files, components, and access raceways.
Where the State elects to install MSF as described above, Lessor, at Lessor's sole
cost and"lexpense, shall perform the following:
c) Obtain any required permits from the local jurisdiction.
d) Provide elect,rical engineering and installation of all wiring systems and .
components as necessary or required from the building's electrical system to the
MSF for,,a complete and fully operational system.
e) Provide a minimum of four 20-amp circuits to each base feed and/or power pole
feed. Each base feed or power pole shall serve a maximum of four workstations.
0 Coordinat:6 electrical junction box locations with State -furnished MSF plans. See
Division 3 Special"Provisions for MSF wiring diagram.
g) Install voice and data communication cabling from the data communication closet
to the final point of termination at the MSF panel.
h) Cut and assemble the supplied power pole to the appropriate length, insert pole
into top trim of panel, align the pole true and plumb, seismically brace pole, cutting
the correct size hole in the ceiling tile, routing the electrical and data conduit
22
Rev. March 2019
EXHIBIT B — OUTLINE SPECIFICATIONS
DIVISION 2
through the pole, and installing the ceiling escutcheon plate to complete the pole
installation.
i) Coordinate the installation of new wall -mounted equipment to prevent interference
with the MSF, such as electrical panels, lighting control switching, thermostats,
and fire extinguisher cabinets.
j) Relocate any existing wall -mounted equipment as required to accommodate MSF.
k) State or its representative shall provide MSF layout drawing(s) to Lessor for use in
the preparation of construction documents unless otherwise noted.
1) State shall complete all procurement procedures for purchase of MSF unless
otherwise noted.
m) In the event that the Lessor fails to complete the required construction,
improvements, and/or alterations prior to the scheduled MSF delivery date,
Lessor, at Lessor's sole cost and expense, shall be responsible for all additional
shipping, handling, and storage fees, including any "overtime" labor costs.
n) Where the State utilizes MSF, and the existing floor coverings are to be replaced
as defined in the lease exhibits, Lessor, at Lessor's sole cost and expense, shall
lift the existing MSF and disconnect as necessary all power, voice, and data
cabling. The MSF shall be lifted using an MSF lift system as recommended by the
MSF manufacturer. Upon completion of the installation of floor coverings, Lessor
shall reconnect all power, voice, and data cabling and lower the MSF into place.
Lessor shall realign and adjust the MSF to its original location and condition. Prior
to lifting or moving the MSF, Lessor shall perform an inspection with State
representatives and contractor to observe and document the condition of the
MSF. In the event the MSF is damaged during the performance of any tenant
improvement work, Lessor, at Lessor's sole cost and expense, shall repair and/or
replace the MSF with approved equal product. MSF manufacturer's authorized
installers shall perform all repair work.
H. Flagpoles:
1, Where State is the sole or major tenant of the building (occupying more than 50
percent of the available space), the United States flag and California state flag shall be
prominently displayed upon or in front of the building or grounds in conformance with
all flag displaying protocols and etiquettes.
o) Lessor shall furnish and install the flagpole and flags.
p) Freestanding flagpole shall extend 30' above grade.
q) Flagpoles mounted to building shall extend 14' above building parapet.
r) Flagpoles shall be equipped with lockable halyard box.
s) Flagpole and halyard shall be CBC/ADA access compliant.
t) Flags shall be in scale with building and flagpole.
u) Lessor shall provide automatic lighting for nighttime illumination.
2.11 LANDSCAPING
Where State is the sole tenant of the building:
A. Landscape management practices shall prevent pollution by:
1. Employing practices which avoid or minimize the need for fertilizers and pesticides.
23
Rev. March 2019
EXHIBIT B — OUTLINE SPECIFICATIONS
DIVISION 2
2. Prohibiting the use of 2.4-Dichlorophenoxyacetic Acid (2.4-D), herbicide and
organophosphates.
3. Composting/recycling all yard waste.
B. The Lessor shall use landscaping products with recycled content as required by EPA.
C. If the Lessor satisfies performance of this Lease by new construction, and where conditions
permit, the site shall be landscaped with plants that are native or of low water use and are
non-invasive to the area.
D. Lessor should design landscape to survive a drought with reclaimed water whenever
possible. Lessor shall maintain and design landscape to:
1. Protect high priority landscape elements; such as trees. -
2. Protect all scopes from erosion.
3. Converf conventional spray heads or rotors to drip and/or low-preclpitation rate nozzles.
4. Minimum three-inch layer of mulch applied on all exposed soil surfaces or planting areas.
E. During a declared,drought, Lessor shall water low -priority landscapes only to the extent
required,to control dust and erosion. Trees in lawn areas that provide shade tc=buildings are
high priority- Lessor shall add drip irrigation around the drip line of the tree, or water slowly
and deeply with a trickling hose. Lawns should not be fertilized.
F. installation of irrigation sub -meters, flow meters, master valves and smart irrigation
controllels'are recommended. Overhead irrigation shall be scheduled between 8:00 p.m. and
10:b0 a.m.
2.12 PLUIb1BING _
A. Lessor shafffurnish and install plumbing fixtures in quantity and type as shown in Exhibit "A"
and as required by code.. Where State occupies multiple floors; lessor shall provide
accessible toilet rooms on each floor. Lessor shall provide one or more drinking fountains
within close proximity to office quarters or as indicated on plan. Drinking fountains shall be
CBC/ADA access compliant.
B. For new installations and whenever plumbing fixtures are being replaced (replacement Per
floor is required priorto'Lease commencement in all instances of nonconformance where the
State occupies the full Hoer):
1. Water closets must conform to U.S. Environmental Protection Agency (EPA)
WaterSense, or fixtures with equivalent flush volumes must be utilized.
2. Urinals must conform to EPA WaterSense, or fixtureswithequivalent flush volumes
must be utilized. Waterless urinals are acceptable.
3. Faucets must conform to EPA WaterSense, or fixtures with equivalent flow rates must
be utilized.
C. Lessor shall provide hot and cold water at each lavatory and sink. Domestic water heaters
shall be located not more than 25 feet from furthest point of use unless a hot water
recirculation or other temperature maintenance system is provided. Water heaters shall
initially deliver water at 1100 F.
24
Rev. March 2019
EXHIBIT B — OUTLINE SPECIFICATIONS
DIVISION 2
D. Where new toilet rooms, locker rooms with showers and shower rooms are provided and
where shown on plans, Lessor shall provide floor drains.
E. Domestic water supply systems shall be constructed with copper piping and tubing. Soldered
connections on water supply lines shall use ASTM B 32, Tin Antimony solder. Lead solder is
not permitted.
2.13 HEATING, VENTILATING AND AIR CONDITIONING
A. Lessor shall provide a climate control system consisting of a fully automatic heating,
ventilating, and air conditioning system capable of providing conditioned air continuously
during occupied hours to the premises.
1. The HVAC system shall be designed and capable of maintaining the following
temperatures in all occupied areas:
Design criteria
Winter: 760 F
Summer: 72' F
Operating criteria
Winter: 68' F
Summer: 78' F
B. Lessor shall provide and install thermostats with automatic changeover from heating to
cooling. Thermostats shall have dead -band with adjustable range where no heating or cooling
is activated. The temperature range of the thermostats shall be minimum 55' F to 850 F.
Thermostats shall be cleaned, calibrated, and initially adjusted to 68' F maximum for heating
and 780 F minimum for cooling. Thermostats shall be located within each zone. In multi -tenant
buildings, thermostats shall not be shared with other building tenants.
C. Lessor shall furnish and install lockable, tamperproof covers to all thermostats within the
leased premises.
D. Lessor shall furnish and install a dedicated air conditioning system with separate thermostats
for the computer room, telecommunication room, server room, and other similar spaces. The
system shall be capable of providing conditioned air 24 hours per day, seven days a week.
The operating temperature shall comply with the telecommunication equipment manufacturer
specifications.
E. Lessor shall submit detailed heating and cooling calculations, Title 24 compliance information,
equipment selection data, and "as -built" mechanical drawings to DGS upon request.
F. The cooling load for conference rooms, quiet rooms, hearing rooms, public lobbies, waiting
rooms, and employee break rooms shall be based on occupancy of 15 square feet per
person. Cooling load for all other areas shall be based on occupancy of 100 square feet per
person.
G. Systems shall be zoned for each building exposure and for interior zones where appropriate.
Each zone shall be of a size and shape to ensure even air distribution and temperature control
throughout the leased premises. Each conference room, quiet room, hearing room, public
lobby, waiting room, and employee break room shall be zoned separately.
H. In multi -tenant buildings, HVAC zones shall not be shared with other building tenants.
25
Rev. March 2019
EXHIBIT B — OUTLINE SPECIFICATIONS
DIVISION 2
I. All fan systems supplying 2,000 efm and above shall be equipped with an economizer system
that will use outdoor air up to 100 percent of fan capacity for cooling of the premises.
Operation of the economizer cycle shall be controlled by outside dry bulb air temperature.
J. All lunch rooms and break rooms with microwave ovens or other food -heating appliances shall
include a general exhaust fan.
K. Toilet rooms shall be provided with a -mechanical exhaust system providing a minimum of 15
air changes per hour. Replacement air shall be supplied directly or indirectly from the building
system. Individual supply ducts or sound -lined transfer ducts are acceptable. Each exhaust
fan shall be interlocked with the associated HVAC unit supply fan serving the room. Exhaust
air shall be ducted to the building exterior.
L. Ductwork construption and installation shall conform to the appropriate Sheet Metaland Air
Conditioning'Contractors','National Association, Inc (SMACNA) low -velocity or high -velocity
duct construction standards. Ductwork shall be concealed or aesthetically compatibie,with the
architectural design of the interior space. Individual supply and return air outlets and ductwork
shall bepro'Vided'in each enclosed area. Undercutting of doors, door grilles, or jumper ducts is
not acceptable;, Return air shall be conducted through registers connected to ductwork or
plenum above`ceilings, except as otherwise approved by the State.
M. Air distribution system `shall be equipped with air volume: controls and shall be capable of
draftless operation at an acceptable noise level while handling the design flow of air. The
acceptable noise level shall comply with ASHRAE Handbook - HVAC Applications.
N. T'he complete HVAC ,system shall be checked, adjusted, and balanced. The air balance report
shall,be submftted to the State upon project completion.
0. Lessor shall�provtde vibration isolation supports for all mechanical equipment, piping, and
ductwork to prevent transmission of vibration to building structure.
P. Where the heating design of outdoor temperature is below 35° F, Lessor shall provide one
winter night setback' thermostat for each HVAC system. The thermostat shall cycle the heating
system to maintain`55° F. ,
Q. Lessor shall provide; automatic -control time clocks (7-day-programmable) or energy
management systems -(microprocessors) to allow the shutoff and startup of the HVAC
equipment according to the State's occupancy schedule. State shall determine maximum daily
hours of operation. Lessor shall provide one -hour bypass timers for each HVAC system for
after-hours operatioh:.
R. Indirect evaporative cooling', desiccant dehumidification, and passive solar design measures
are acceptable when approved by 17GS.
2.14 ENERGY AND ELECTRICAL
A. Energy efficiency and conservation
1. Reporting Requirement Where the State is the sole tenant:
B. General electrical requirements:
M.
Rev Nlamh 2019
EXHIBIT B — OUTLINE SPECIFICATIONS
DIVISION 2
1. Lessor shall provide electrical engineering and installation of all transformers, main
switchboard, subpanels, branch circuits, wiring devices, electrical switching, energy
management systems, lighting, receptacles, and control equipment for HVAC systems.
2. Service and metering equipment shall be in accordance with utility company
requirements. An Electrical Arc -Flash Hazard Analysis and Short -Circuit and Protective
Device Coordination Study shall be performed based on the available fault current from the
utility system and contribution from the facilities' motors. Electrical equipment warning labels
shall be provided based upon the available arc hazard energy at each piece of electrical
equipment. Labels shall comply with the requirements of the California Electrical Code and
NFPA 70E.
3. Where electrical service panels are installed to provide service to State premises, Lessor
shall provide and install panels with a minimum of 20 percent more circuit capacity than the
Lessor's calculated load total.
4. The electrical panels serving the State's premises shall be accessible from the building
core or from within the State's quarters. The location of the panels shall be coordinated and
approved by DGS prior to installation.
5. All appliances and all energy -consuming devices shall be Energy Star certified by the U.S.
EPA.
C. Power requirements:
1. Duplex convenience outlets shall be 20A, 125V, three -wire grounding type provided in
quantities indicated on the Exhibit "A." Lessor shall provide a minimum of two convenience
outlets in each private office.
2. Electrical/data/telephone outlet heights:
a) Existing receptacles may remain at 12" above finished floor. New receptacles shall
be installed at 15" above finished floor or as noted on plans.
3. Lessor shall furnish and install all special use outlets, dedicated circuits, and isolated
ground convenience outlets for copy machines, electronic communications equipment, and
where noted on plan.
a) Dedicated circuits shall have individual ungrounded circuit conductors from each
device to panel board circuit breaker and individual grounded circuit conductors from
each device to the neutral bus located in the panel board. Equipment grounding
conductors shall be connected to the grounding electrode system through a ground
bus located in the panel board.
D. General lighting requirements:
1. Lighting design guidelines:
a) Lighting shall comply with the design guidelines of the current edition of the
I ESNA Lighting Handbook.
27
Rev. Ma¢h 2019
EXHIBIT B — OUTLINE SPECIFICATIONS
DIVISION 2
2. Where existing light fixtures are reused, Lessor shall modify fixtures as necessary to
comply with all seismic guidelines. Lessor shall thoroughly clean fixture housings,
lamps, and fixture lenses. All lenses shall be free of damage and discoloration. There
shall be no visual discrepancy between existing lamp color temperature and new lamp
color temperature in each enclosed space. Lessor shall replace incandescent lamp
fixtures with new high efficiency lamp fixtures where applicable.
3. Premises shall have sufficient lightfixtures,properly spaced and be capable of
providing the recommended,levels of"illumination indicated in the following table.
a) Minimum lighting levels:
pesCincludestask lighting)
ambient lighting
jnications rooms and closets
pose area(s)
age
aisles, corridors
/meeting rooms
mt;lighting `
-as
_.---
ssing arealroom
around work areas
ae areas
FOOTCANDLES
40
40
30
30
25
40
10-30
40
40
30
conee counters 30
Lunch rooms/breakrooms 30
Warenousa _~ 10
4. Minimum requirements for new or replacement linear fluorescent lighting systems:
a) .,Minimum Color Rendering Index (CRI) of 70
b) Option of common Color Temperature lamps (CCT) (3000' K through
4100° K)
C) Minimum power factor of 90 percent
d) Minimum system efficacy of 90 lumens per watt
e) High frequency electronic ballast
f) Maximum Total Harmonic Distortion (THD) of 20 percent
g) Minimum lamp, life of2Q,000 hours
5. Minimum requirementsfor compact fluorescent lighting systems:
a) Minimum Color Rendering Index (CRI) of 75 percent
b) Option of common Color Temperature lamps (CCT) (2700' K through
4100' K)
c) Minimum power factor of 90 percent
d) Minimum system efficacy of 60 lumens per watt
e) Electronic ballast
2s
Rev. March 2019
*'_
EXHIBIT B — OUTLINE SPECIFICATIONS
DIVISION 2
f) Maximum Total Harmonic Distortion (THD) of 20 percent
g) Minimum lamp life of 10,000 hours
6. Minimum requirements for LED lighting systems
a) Minimum Color Rendering Index (CRI) of 80
b) Option of common Color Temperature lamps (CCT) (3000e K through
4100- K)
c) Minimum power factor of 90 percent
d) Minimum system efficacy of 90 lumens per watt
e) Internal LED Driver
f) Lamps capable of being dimmed from 100 percent to 0 percent of maximum
lighting output
g) Minimum lamp life of 50,000 hours
7. Pairs of one -lamp or three -lamp recessed fluorescent luminaries and continuous
mounted fluorescents that are (1) on the same switch control, (2) in the same area, (3)
within 10 feet of each other in accessible ceiling spaces; and (4) do not use electronic
ballasts, shall be tandem wired and shall not use single lamp ballasts.
8. Where required, lighting panel switches, including exterior lighting, shall have a two -
schedule, programmable, seven-day with holiday setting, battery -backup time clock.
Time clock operation shall have manual override with a two-hour bypass. Override shall
be accessible to the tenant.
9. Where exterior illumination is required, Lessor shall provide and install exterior solid-
state luminaires that are designed for and exclusively use LED lamp technology.
Luminaires shall include integrated controls and the required Backlight, Uplight, and
Glare (BUG) ratings based on the Lighting Zone the luminaires are in for accent light
and outdoor building security lighting. All building entrances shall be illuminated.
Communication equipment requirements:
1. Lessor shall provide and install all conduits and telephone service cabling from the
building's main point of entry to the tenant agency's Telecommunication closet.
2. Lessor shall furnish and install telephone terminal backboard. Backboard shall be 4' x 8'
x e/4" thick, fire -retardant plywood, and painted per code to match adjacent surfaces.
3. Lessor shall furnish and install termination blocks, cable management hardware, and
terminate and label all cables at both ends.
4. Lessor shall provide and install all components as required by the telephone service
provider's requirements.
5. Unless otherwise noted, Lessor shall furnish and install a complete structured cabling
system from the tenant agency's telecommunication closet to the final point of
termination. Lessor shall provide all components such as (but not limited to): cabling,
cable labels, cable trays, cable management hardware, patch panels, cross connects,
patch cords, faceplate, jacks, wall outlets and MSF workstation outlets, as necessary or
required for a complete and operational system.
6. Lessor shall provide and install all conduit and outlet boxes with pull -wire.
7. The system shall be tested pursuant to and meet ANSI/TIA/EIA standards.
8. BICSI Certified cabling installers shall perform all work, and shall comply with all
ANSI/TIA1EIA cabling standards.
29
Rev. March 2019
EXHIBIT B —OUTLINE SPECIFICATIONS
DIVISION 2
9. The system shall comply with the requirements of the tenant agency's specifications.
10.The State shall not be required to remove any communication equipment and/or cabling
described herein either during the lease term or upon termination of this lease.
2.15 PARKING AND PAVING
A. Parking areas and access from the public way shall be paved. Each parking stall shall have
individual, unobstructed access. All stalls shall be marked with 4" wide painted stripes using
white traffic -grade paint. Traffic areas shall have appropriate painted directional arrows and
any other graphics noted on Exhibit "A." Lessor shall furnish and install appropriate signage
as required by local jurisdiction.
1. In the eve0t that the State requests exclusive and/or secure parking all space's shall be
full sizeparking"stalls. -
B. Pavement at existing parking areas shall be free of holes, patches, divots or badly
weathered surface conditions. If new material is used, the existing asphalt shall be ground
and used for fi)i in the parking area.
30
Rev. March 2019
EXHIBIT B — OUTLINE SPECIFICATIONS
DIVISION 3
DIVISION 3-SPECIAL PROVISIONS
The following Special Provisions supplement the requirements specified in Divisions 1 and 2.
Where Division 3 requirements conflict with Divisions 1 and 2, Division 3 supersedes those
requirements.
There are NO SPECIAL PROVISIONS for this Project.
END OF DIVISION 3
31
.Rev. March 2019
EXHBIIT B — OUTLINE SPECIFICATIONS
DIVISION 4
DIVISION 4-TECHNICAL REQUIREMENTS
The following Technical Requirements supplement the requirements specified in Divisions 1 and
2. Where Division 4 requirements conflict with Divisions 1 and 2; Division 4 supersedes those
requirements.
32
Rev. March 2019
q
¢
le
DasCALIFORNIA DEPARTMENT OF
GENERAL SERVICES
Governor Gavin Newsom
EXHIBIT `C' - ADMINISTRATIVE REQUIREMENTS
PROJECT:
OFFICE QUARTERS PROJECT NO.: 142056
AGENCY:
Employment Development LEASE NO.: 6976-001
Department
LOCATION:
801 W. Civic Center Drive -, _ :.- -- DATE: 3.19,2019
Santa Ana, CA, 92701
TITLE
PAGE
DIVISION 1
AUTHORITY AND POLICY REQUIREMENTS
1.00
t GENERAL -AUTHORITY & POLICIES REQUIREMENTS OF LEASED FACILITIES
2
1.01
STATE FIRE MARSHAL AUTHORITY
2
1.02
ACCESS COMPLIANCE AUTHORITY 2-3
DIVISION 2
STATE FIRE MARSHAL PROCEDURE
2.00
RESO.LEASE EXHIBIT A
4
2.01,
CONSTRUCTION DOCUMENTS
4
2.02
PLAN REVIEW AND APPROVAL
4
2k2l
CONSTRUCTION INSPECTION
5
DIVISION 3
CBC/ADM ACCESS COMPLIANCE PROCEDURE
3.00
GENERAL
6
3.01
FEGR15OUIREMENT..m
6 - -
3.02
DETERMINATION OF FACILITY GROUP TYPE
6
3,Q3
GROUP I, FACILITY PROCEDURE
6
3,04
• ,
GROUP_ ),.FACILITY PROCEDURE
8
D14SION 4
REFERENCE FORMS
40
S,< NOT USED.;
4.01
SAMPLE SN TRIAGE DEFICIENCY LIST
10
4.02
NOT USED FORM C
12
4.03
NOT USED. FORM D
12
4.04
CBC/ADA ACCESS COMPLIANCE FEE CALCULATION - FORM E
13
4.05
CALIFORNIA-OVBE PROGRAM CERTIFICATION SHEET- FORM F
14
4.061
VERIFIED REPORT-.,VORM'G
15
PROJECT CONTACT: Carrie Gordon PHONE: 916.375.4169
EMAIL; carrie.gordon@dgs.ca,gov
Confirmation Statement
I/we have read this Exhibit'C' Administrative Requirements and understand It is incorporated into, and is part of, this lease. I/we
have acknowledged each and every page by placing my/our initials on this cover sheet.
Initials
State of CaNfwnla I Govemment Operatlons Agency
Real Estate Services Division I Asset Management Branch i Real Estate Leasing and Planning Section
707 3rd Street, 5th Floor i West Sacramento, CA 958051 t 91&375.4099
(Rev-3119)
DIVISION 1 — AUTHORITY AND POLICY REQUIREMENTS
1.00GENERAL
A. The State of California and its governing agencies have mandated that the
Department of General Services (DGS), Real Estate Services Division (RESD)
adhere to all regulations, policies and state statutes for all state agencies leasing
private sector building space.
B. This Exhibit 'C' document is a binding part of the lease document and shall function
with Exhibits 'A' and 'B'.
C. The forms contained in Division 4 are for the Lessor's reference. A separate
Lessor's forms packet will be provided by RESD for the Lessor's use. The forms
contained in the "Lessor's Packet" are to be used by the Lessor to accomplish the
processes required by this document.
D. Federal Americans with Disabilities Act (ADA) and California Building Code (Title 24)
accessibility requirements are combined and noted hereafter as CBC/ADA.
E. Abbreviations: State Fire Marshal (SFM), Division of the State Architect (DSA), Real
Estate Services Division (RESD).
1.01 STATE FIRE MARSHAL AUTHORITY
A. Section 13108 of the California State Health and Safety Code gives the State Fire
Marshal (SFM) authority for enforcement of fire protection regulations for State
owned and State occupied leased buildings or premises. This authority
encompasses both plan review and construction inspections of all leased facilities.
B. If at any time during the Design, Construction Document Review, or Construction
Inspection processes, a conflict arises between the State and local authorities, the
Lessor/architect will compile all pertinent information and present the situation
through the RESD Space Planner to the SFM. The SFM has final authority in the
determination of compliance and will take the lead in the resolution of problems or
suitable interpretation of code.
C. For projects with no alterations (a change, addition or modification in construction,
change in occupancy or use, or repair to an existing building or facility. Including, but
not limited to remodeling, renovation, rehabilitation, reconstruction, rearrangement in
the plan configuration of walls and full -height partitions), the Lessor is not required to
submit construction documents to the SFM.
D. Per CBC 111.1: No building or structure shall be used or occupied until the building
official has issued a certificate of occupancy.
1.02ACCESS COMPLIANCE AUTHORITY
A. California law incorporates the Americans with Disabilities Act requirements.
California Government Code provides that buildings shall be made accessible to, and
usable by, persons with disabilities, whether they are leased, rented, contracted,
sublet, or hired by any municipal, county, or State divisions of government, or special
district. California Building Standards Code defines that all State facilities shall meet
the federal Architectural Barriers Acts.
B. These statutes, in addition to the California Building Code, Title 24, generate the
need for astandard process to ensure access compliance with respect to State
Teased facilities.
2 IAav vital
t
DIVISION 1 — AUTHORITY AND POLICY REQUIREMENTS
C. The Division of the State Architect (DSA) is charged with the responsibility of
ensuring compliance with the above standards.
D. If at any time during the Design, Construction Document Review, or Construction
Inspection processes, a conflict arises between the State and local authorities, the
Lessor/architect will compile all pertinent information and present the situation to the
RESD Space Planner.
E. The DSA has delegated a component of the access compliance responsibility to
RESD for leased facilities. Conforming to DSA delegation, RESD is requiring the
Lessor to ensure compliance by utilizingone of the two procedures defined in this
document. Refer`to division 3 (below) for specific requirements and procedures.
F. Public right -„of- way access is;required for all State leased facilit1d& ,11f the existing
conditions do not meet the required codes and regulations, the design. professional
(Lessor's architeot) must demonstrate and document a diligent effort to request that
the authority (having control) over the public right- of- way, makes the necessary
modifications to secure right-of-way access. All correspondence shall be
documented`and provided to the RESD-Space Planner for the project file,
End of Authority and Policy Requirements
-x3 (Rew3/19/
DIVISION 2 — STATE FIRE MARSHAL PROCEDURE
2.00 RESD LEASE EXHIBIT `A'
A. Prior to the lease execution, the RESD Space Planner is responsible for the
development and submittal of the lease Exhibit 'A' space plan(s) to the SFM for a
design consultation review and approval. The approved Exhibit 'A' plan(s) will reflect
the design concept for the proposed lease within the configuration of the existing
building shell. If RESD elects to use a narrative Facilities Design Program (FDP) in
place of the Space Plan, the SFM review and approval will follow lease execution
and development of preliminary architectural drawings by the Lessor.
2.01 CONSTRUCTION DRAWINGS
A. The Exhibit 'A' Plan or the Exhibit 'A' FDP are design development guidelines only.
Lessor, at Lessor's sole cost and expense, shall provide all required construction
documents and calculations necessary to obtain a building permit from the local
Building Department and to construct the improvements as indicated. The use of
Exhibit 'A' Plan in lieu of construction documents is not acceptable to the State.
2.02 PLAN REVIEW AND APPROVAL
A. The Lessor's architect is required to submit the construction documents to the SFM
for plan review and approval prior to construction. Lessor's architect shall use the
Sample SFM Plan submittal checklist Triage List (Form B) in development of
construction documents. All specific technical elements of the construction such as
fire alarm and smoke detection systems, fire sprinklers, construction details of fire
assemblies, etc. shall be included with the construction documents. For projects with
no alterations, the Lessor is not required to submit construction documents to the
SFM.
B. The RESD space planner will provide a username and password to be used to
access the SFM GOVmotus website. No other'party shall set up the username and
password other than the RESD Space Planner. The SFM GOVmotus website must
be used for all plan review submittals, plan check responses and inspection requests
throughout the course of the project, all future alterations during the term of the lease
will require a new/separate username and password.
O. The RESD space planner will fill out the State information on the website Permit
Application. The Lessor's architect shall complete the Permit application form and
plan submittal checklist online. The Lessor's architect shall also submit hardcopies of
all permit documents either by mail or in person to the SFM's office in Sacramento.
There is no fee for the Lessor associated with the SFM review process. Other
pertinent information can be found on the SFM web site at:
https:Hca lfire.aovmotus. oro
4 fRev-W19)
DIVISION 2 - STATE FIRE MARSHAL PROCEDURE
D. A copy of the Permit Application form and all submittals shall be sent to:
Office of State Fire Marshal, Fire and Life Safety
2251 Harvard Street
Sacramento, California, 95815
Contact telephone: (916) 445-8550.
This form must be filled out completely, including all Applicant and Building
Contractor information. Plan review time is typically to 8 weeks; however, the
architect shall verify the estimated review time for this project review at submittal.
The architect shall make the necessary adjustments to the overall project schedule
accordingly:.
E. The construction documents will be returned to the address shown under Applicant
Information, on the Permit Application and will be accompanied by eithera SFM Plan
Review Approval or a SFM Plan Review Transmittal with a list of deficiencies.
Upon completion of plan review, the Lessor/architect shall provide a copy of the SFM
Plan Review'Approval letter to the RESD Space Planner.
rw
2.03 CONSTRUCTION INSPECTION
A. The regional SFM office will inspect and approve the construction in the State leased
puilding. There are two fire life safety regions; North and South. The final SFM
approved construction documents will include all inspection contact information and
Will be emailed via the GOVmotus website to the Lessor. To request a SFM
lnspectionfor your site; provide a minimum of 24 to 48 hour notice prior to the
inspection date. The inspections must be requested on the GOVmotus website. The
Lessor, architect, or contractor shall be responsible for logging into the GOVmotus
website,
and requesting inspections.
B. After completion of each successive SFM construction inspection, any deficiencies
shall be recorded on the SFM Fire Safety Correction Notice by the-SFM assigned
Deputy and emailed to the Lessor by the SFM. A copy of the inspection notice will
be immediately available -on the GOVmotus website. This form is to be signed by a
Lessor'sreprasentative on site. Final approval by the Deputy SFM is recorded on
this document and a SFM Certificate of Occupancy is then issued. The Lessor or
Lessors contractor shall send a copy to the RESD Space Planner.
End of SFM Process
5 (Rev-Y19)
DIVISION 3 — CBC/ADA ACCESS COMPLIANCE PROCEDURE
3.00 GENERAL
A. To comply with the accessibility requirements and ensure that the facility has
complied with all accessibility codes and regulations, the Lessor is required to
complete one of the two processes defined below. In each case the RESD Space
Planner will remain the primary contact. The facilities are categorized according to
size as either Group I or Group II projects. Each category has specific requirements
as defined. Group I projects are submitted to RESD and Group II facilities are
submitted to DSA for plan review and approval. The Lessor is required to follow the
procedure of the applicable process and is responsible for the associated costs.
3.01 FEE REQUIREMENT
A. The Lessor is required to submit the project fee to RESD for Group I or directly to the
DSA regional office for Group II facilities. The RESD Space Planner will calculate the
required fee using the CBC/ADA Access Compliance Fee Calculation Form E
(attached) and include this in the Exhibit C lease document.
3.02 DETERMINATION OF FACILITY GROUP
A. The group is determined by the category and the size of the State's net usable
leased area. The respective administrative process is defined in the following
Sections 3.03 (Group 1) and 3.04 (Group 11). The Group Types are defined below:
GROUP I:
Building Type:
Net Usable Square Footage:
Existing Office Buildings
Less than 100,000 square feet
Existing Warehouse Buildings
Less than 500,000 square feet
Any Building to be Constructed
Less than 30,000 square feet
Building Type:
Net Usable Square
Footage:
Existing Office Buildings with Alterations
100,000 sq. ft.
or greater
Existing Warehouse Buildings with Alterations
500,000 s . ft.
or greater
Any Building to be Constructed
30,000 s . ft.
or greater
Note: Certain Group I projects, at the discretion of the State, may be determined
compatible with Group 11 process regardless of the building size. The RESD Space
Planner shall inform the Lessor which process applies to this particular project during
lease negotiations.
3.03 GROUP I FACILITY PROCEDURE
For Group I facilities the Lessor's architect is required to complete the requirements
outlined in paragraphs A through D below:
A. Accessibility Survey: The Lessor must have an accessibility survey completed prior
to the finalization and approval of the construction documents. The survey must be
completed using the DGS' Accessibility Checklist for State -Leased Buildings and
Facilities. The following consultants are acceptable:
6 (Rev-3199)
DIVISION 3 — CBC/ADA ACCESS COMPLIANCE PROCEDURE
1. DSA certified accessibility consultants trained for Leased facilities
https://www.dqs.ca.gov/RESD/Resources/Page-Content/Real-Estate
Services-Division-Resources-List-Folder/Lease-Requirements
2. Certified Access Specialist (CASp)
https://www.apps2.dqs.ca-gov/DSA/casp/casp certified list aspx
3. ICC Accessibility Inspector/Plans Examiner
https://www.icosafe.6rq/search-for-certified-professionals/
4. Architect licensed in the State of California
A.1.1 The consultant will survey the facility and site per CCR Title 24, California
Building Code (CBC), and Americans with Disabilities Act (ADA). State agencies are
public entities and shall comply with Title II of.the ADA. Exceptions to the code for
existing buildings are not permitted. Access compliance shall apply,(o exterior areas
such as but not limited to path of travel to and from public' transportation and public
right-of-way; parking, passenger drop-off and loading zones, walks and sidewalks,
curb ramps; ramps, and all stairs. Access compliance shall also apply to interior
areas such as but not limited to entrances and exits, lobbies, buijding,common'areas,
' elevators, access lifts, doors and gates, access to and through alLrooms and spaces,
restrooms, signs and identification, counters, waiting, seating areas, assistive
listening systems, telephones, drinking"fountains, alarms, and horizontal%vertical
access. Consultants will observe and record all deficiencies, as well as provide
solutions needed to bring facility into compliance with sufficient detail to allow Lessor
or his/her agent to develop a cost estimate for proposed barrier removal. Should all
areas mentioned above not be fully constructed, consultants shall review the
- construction documents in addition to the physical evaluation.
B. Fee Payment: The Lessor shall prepare'a check payable to the Dept. of General
Services Real Estate Services Division. Lessor shall enclose a copy of the
CSC/ADA Access Compliance Fee Calculation Form E (attached) as prepared by
the RESD Space Planner, along with payment and mail to DGS, RESD (Include the
project~number on the check to RESD).
C. Construction Documents: The Lessor's Architect will incorporate all items defined in
the accessibility, survey Into the construction documents. The Lessor shall submit the
completed drawings to RESD for review.
D. Verified Report: Following the completion of construction, the Lessor's architect is
responsible for verifying that the Items ;outlined "in the accessibility survey and
incorporated, into the construction documents have been completed. The Verified
Report Fornj G (attached) shall be signed by the Lessor's; architect. The architect
shall forward the signed Verified Report to RESD Space Planner prior to the final
inspection that will be performed by RESD. The project will not be accepted for
occupancy prior to receipt of this document.
End of Group 9 Procedure
077 (revans)
DIVISION 3 — CBC/ADA ACCESS COMPLIANCE PROCEDURE
3.04 GROUP 11 FACILITY PROCEDURE
The Lessor is required to submit plans and specifications to the Division of the State
Architect (DSA) for access compliance review and approval. Although the formal
process for access compliance plan review and approval is processed through DSA, the
DGS RESD Space Planner will continue as the project manager. The Lessor's architect
shall inform RESD of the status of plan review/approval from DSA.
For Group II facilities the Lessor's architect is required to complete the requirements
outlined in paragraphs A through F below:
A. Accessibility Survey: The Lessor must have an accessibility survey completed prior
to the finalization and approval of the construction documents. The survey must be
completed using the DGS Accessibility Checklist for State -Leased Buildings and
Facilities. The following consultants are acceptable:
1. DSA certified accessibility consultants trained for Leased facilities
2. Certified Access Specialist (CASp)
httos://www.aoos2.das.ca.aov/DSA/casP/caso certified list.aspx
3. ICC Accessibility Inspector/Plans Examiner
httos://www,iccsafe.ora/search-for-certified-profess oonaIs/
4. Architect licensed in the State of California
Note: See Section 3.03; paragraph A.1.1 (Group I Facility Procedure) for parameters of survey.
B. Construction Drawings and Specifications: The Lessor is required to retain an
architect licensed in the State of California to design and develop plans and
specifications in accordance with the lease exhibits and applicable codes and
regulations. The Lessor's architect will incorporate all items defined in the
accessibility survey into the construction documents. The architect is required to
stamp and sign the construction documents.
C. Fee Payment: In accordance with the calculation of fees per the CBC/ADA Access
Compliance Fee Calculation Form E (attached), the Lessor shall prepare a check
payable to the Division of the State Architect. This check along with a copy of the
CBC/ADA Access Compliance Fee Calculation Form E shall be forwarded directly to
the appropriate regional DSA office in the submittal package,
D. Submittal Package: The submittals shall be sent to the appropriate DSA regional
office. The state is divided into four regions, San Francisco Bay Area, Sacramento,
Los Angeles and San Diego. The DSA regional office that will review this project can
be confirmed by calling DSA at (916) 445-8100. The submittal package must be
complete before the DSA accepts the project for review. Proceed to the DSA website
using the link below for instructions on this process:
Upon receipt of the submittal package, a DSA application number is assigned to the
project for tracking purposes. A preliminary review of your submittal is performed
within a few days. Plan review is scheduled after DSA verifies that a complete
submittal package has been received. The Lessor's architect shall verify the
estimated time for this project review with DSA at submittal. The architect shall make
the necessary adjustments to the overall project schedule accordingly.
(Rev-3(18)
DIVISION 3 — CBC/ADA ACCESS COMPLIANCE PROCEDURE
E. DSA Plan Approval: Once approval has been granted by DSA, the Lessor is
required to construct the project in compliance with the plans, specifications and
lease exhibits. The Lessor shall provide a copy of DSA's letter of approval to the
RESD Space Planner. Construction shall not commence until this process has beer
completed.
F. Verified Report: Following completion of construction, the Lessor's architect shall
visit the site to verify that the building and site are in compliance with the DSA
approved plans and specifications. The Verified Report Form G (attached) shall be
completed and signed by the Lessor's architect. The architect shall forward the
Verified Report. to RESD,Space Planner prior to the final construction inspection by
RESD. The project will not be accepted for occupancy prior to receiptof this
doc6rrtent.
End of Group fl Procedure
9 (Rev3/19)
. .... _. _.... _ .
DIVISION 4 — REFERENCE FORMS
Office of the State Fire Marshal
Sample Plan Review Triage List
This form is provided for informational purposes only. For the complete triage list visit the website below.
Information and farms may be obtained at Office of the State Fire Marshal, Fire and I & Safety Division =Plan Review Section
wivm o sfin. Rre. ca.eov
1. GENERAL
❑ Provide a complete plan review
application Submit plans sufficient size
❑ Provide site address
❑ Provide name of owner and occupant
❑ Identify if new construction or T.I.
❑ Identify if new or existing tenant space
❑ identify if deferred submittal
❑ CSFM file number must be on title
sheet
❑ Slip sheets shall be bound to set
❑ Sheet index
❑ Wet stamp and sign sheets
❑ Electronic signature approval
required
❑ Scope of Work
❑ Provide a Key Plan coordinated to each
sheet
❑ Provide a North orientated Site
Map
❑ Orientate all sheets to North
❑ Identify deferred submittals
❑ Provide adopted code cycle listings and
standards
❑ Provide a legible scale. Typically 1/8"
❑ Provide approved reference
2. ACCESS AND WATER SUPPLY
❑ Provide Local Fire Authority Approval Letter
❑ Fire Department Access
❑ Fire Department Connection
❑ Fire Hydrants
❑ Fire Alarm Annunciator
❑ Fire Alarm Control Panel
❑ Knox Box/Key Switch
❑ Emergency Responder Radio Coverage
❑ Elevator gurney accommodation
❑ Provide a complete fire access plan
❑ Provide 6 mo. current site fire flow information
3. NONSTRUCTURAL PROVISIONS
❑ Building Analysis (include the following)
o Occupancy groups and varied uses
o Building construction type
o Number of stories
o Actual building height
o Building area in square feet
o Area of project in square feet
o Separated, non -separated, accessory use
o Allowable area
o Area increase
o Height increase
o Fire Sprinklers (Type, Full, Partial)
o Fire Alarm (Type)
o Other Fire Protection System (Type)
o Smoke Control System (Y/N)
o Occupant load for entire building and
each floor
o Year building was constructed
o High Fire Hazard Severity Zone (Y/N)
o Seismic Joints and locations (Y/N)
o Emergency Responder Radio Coverage
(YIN)
❑ Identify occupancy groups/uses on floor
plans
❑ Identify adjacent buildings on the site
❑ Identify fire separation distances
❑ Identify building allowable area increases
❑ Justify frontage allowances
❑ Sprinkler height/area increase cannot be
combined
❑ Identify types and materials of all construction
o Provide wall legends
o Fire rated assemblies
o Scan listed assemblies to plans
❑ Penetration protection
o Scan listed fire stopping systems to plans
o Classification of roof covering
❑ Details for opening protection
o Door schedule
❑ Window schedule
® Louver schedule
❑ Listed smoke containment system
❑ Interior finish smoke and flame spread
4. EXITING
❑ Paths of travel to a public way
❑ All occupancies/uses on floor plans
❑ Correct occupant load factors (gross, net)
❑ Cumulative loads (lobbies, corridors, stairs,
etc.)
❑ Furniture plan
❑ Egress capacity (width and number)
❑ Door swing
❑ Door hardware
❑ Delayed egress design
❑ Card readers/ access control
❑ Emergency lighting and photometric
❑ Exit signs
❑ Exit enclosures (vertical and horizontal)
El Exit discharge
LI Areas of refuge & Safe dispersal areas
10 (Rev-W19)
DIVISION 4 — REFERENCE FORMS
5. FIRE PROTECTION SYSTEMS
• FIREALARM
❑ Provide highlighted set of data sheets
❑ Provide cut sheets for all components
❑ Provide current CSFM listings
Provide/correct equipment matrix
❑ Provide a sequence of operation Identify
approved monitoring station
❑ Identify fire alarm and egress -control
devices
❑ Demonstrate compliance for egress -control
systems
❑ Provide ceiling configuration, surface, and
height
❑ Provide/correct voltage`drop calculations for
devices
❑ Provide/correct riser diagram
❑ Provide/correct'standby,battery calculations
❑ Demonstrate audible vr'sual notification
❑ Demonstrate manual fire alarm box coverage
• FIRE PRINKLERS
❑ Provide all OSFM shop drawing, notes
❑ Submittal shall comply with OSFM design
guideline
❑ Identify system type (wet, dry, pre -action,
etc:)
❑ provide ceiling configuration, surface, and
height "
❑ Provide hydraulic calculations
❑ Provide full height cross sections/ceiling
construction
❑ Identify area protected:by.each system for.
each floor
❑ Identify area limitations for hazard
classifications
❑ Correct notes/des ion to reflect CA
o Location and size of extinguishing agent
o Location of manual means of activation
o Location and identity of gas and electric
shutoffs
o Interconnection to building fire alarm system
o Location of a Class K fire extinguisher
7. ELECTRIC VEHICLE CHARGING STATIONS
Identify required signage, posts, wheel stops
❑ Identify electrical panel bonding and
grounding
❑ Provide location of disconnect
❑ Charging equipment for vehicles requiring
ventilation
❑ Identify means of indoor mechanical
ventilation
❑ Provide details for underground tuns.
❑ (Trench depths, conduit/conductor sizes)
8. HAZARDOUS MATERIALS
❑ Inventory summary with hazard class and
totals
❑ Safety Data Sheets
❑ -Floor plans
❑ Occupancy classifications
® Control areas
❑ Fire resistive construction
❑ Hazardous materials warning signs
❑ No smoking signs
❑ Hazardous materials alarm devices
❑ Hazardous materials cabinets Fume hoods
and enclosures
❑ Equipment utilizing hazardous materials
❑ ;Spill control/secondary containment
❑ Standby/emergency power`
9. HIGH PILE STORAGE
amendments
❑
Letter of intent signed by authorized ,
❑ Identify misdellaneous storage condition
❑
department head
HPS analysis prepared by a'FPE
6. HOOD AND DUCT EQUIPMENT/SYSTEMS <
®
Scaled site plan (fire lanes;_ hydrants, FDC's,
❑ Scaled plan of area and,equipment
❑ Dimensions of hoods, ducts, and appliances
®
risers)
Scaled floor plan (HPS area, racks, access
13 Equipment list for system, devices and :
❑
doors)
Fire sprinkler design density
materials
❑ Manufacturer's installation instructions
❑
❑
Aisle dimensions
Dimensions and location of flue spaces
❑ Cut sheets and compliance with UL 300
Standard
El
Location of different commodity classes
❑ Isometric drawing piping and components
❑
❑
Location of banded/encapsulated storage
o Type, size and length of piping
length
Location and type of building columns
o Size and number fittings
❑
Fire resistive construction
o Model number andd llocations of nozzles
❑
Occupancy classification of adjacent tenants
o Location, temperature and model of
❑
Location and design of smoke vents
detectors
�,,_# 1 (Rev-3/19)
DIVISION 4 - REFERENCE FORMS
4.02 FORM C
(NOT USED)
_ ilmPl 7H
(NOT USED)
12 (Rev 3H8)
a
i
DIVISION 4 — REFERENCE FORMS
4.04 ACCESS COMPLIANCE, FORM E
ACCESS COMPLIANCE FEE CALCULATION
KELPS Planner: Carrie Gordon Date: April 1i, 20'i9
For GROUP I Facilities
_.:
Send to:
Agency: Employment Development Department
Dept. of General Services
Real Estate Services Division
- -
Hsset Management Branch
Address: 801 W.:Civic Center Drive,: Santa Ana, CA 92701
707 3 st eet suite 5305
_ --West Sacramento, CA 95605
For Group U Facilities
Send to '
Project Number:142056
DSA Regional Once
See DSA Website for offices in
- I-
your area at
Project Name : EDD Saesta Ana 142056
https://www.d-s.ca.2ovIDSA/C
nntnet
(net usAble
Project Value
Proleet'r4pe
SSA
f
Mtn
❑
EXlstini Warehouse Buildln S
-�
$
Q'
Exispfly,Qffwe 0uiipings _,.
,,._._.8177
$§tl/sf
_........_
$._ 408,890
....._..
ILI
NAw -ortstruction
$150/sF
......_..
ProJeee alze
GROUPIIOv r 5000000 ��
"Proect Valu °''Multi
liar
Fee
PV x06%ol1s�$_00,0000.005
PV between 600
0.0025
b
' • '�
:PVover2Mx,1%
caicma ed w el
..._..._
$
'Tetal Fee
..._._.
_............
'Total
Lessor Fee obll atiom:
S
# Q-ww(vedc
C�cv� Cn%i�.l
GROUP I On' er$5000 0
Pro act Valu
MURI Iler
Fee
PV X 0.2 ° dF1 t 500,000 �
40 8
"4:002
Bib
Remainder
O.00t
$ -
Remalntl rbetweort'2M Add 5M -.01%
$
$ -
Calculate total= "' -..
$ g1g:
x 9 % QA or 200 nimum'®Total Fee
$ 200
13 (Rev-3119)
DIVISION 4 — REFERENCE FORMS
4.05 DVBE PROGRAM CERTIFICATION SHEET, FORM F
LEASE AMOUNT/DVBE CERTIFICATION Lease Project No.:142056
I hereby certify that the Lease Contract Amount, as defined below, is in the amount of
of which $-E)- was awarded to a certified
DVBE firm resulting in —fl- % DVBE participation. I understand that the Lease Contract
Amount is the total dollar figure against which the DVBE participation will be evaluated.
Lessor Name Date
Less rs Signature 7C Printed Name
DEFINITION: Lease contract amount is the total amount of lease costs expended by the
Lessor over the firm term of the lease which are attributable to expenditures by the lessor to
make the leased property sufficient for state occupancy. This typically includes, but is not
necessarily limited to, tenant improvements, extraordinary maintenance, and janitorial services
specified in the lease. In the case of a build -to -suit facility, the total of the construction and off -
site development costs, as well as architectural and engineering costs, would be included.
14 (Rev-3119)
DIVISION 4—REFERENCE FORMS
State Leased Buildings and Facilities
Verifled Report - Form G
The Architect having general responsible charge of the work of construction on the plans and specifcations, is responsible for the submission
of this report to the Department of General Services / Real Estate Services Division, Planner (DGS/RESD) prior to the state tenant taking
occupancy.
RESD Project In
Agency: Employment DeIvelopmerif Department
RESD Project #
142056
Project Type (Scope of Work): New Space
Date: 4/11/2019
RESD Planner: Carrie Gordon
.Phone: 916.375.4169
Fax:
Facility Info:
Suildln Name -
„,.�..
Hours of Operation:
Address: 01 W. Civic Center Drive
Suite
Cityt Santa
Zip: 92701
Lessor Contact Phone
Fax
This, report includes all consiruction work through the date of: month_ day year
Exterior Wark
%-Corn liant
Interior Work
% Compliant
Accessible Main Entrance
Perkin ' Atccessible Stalls
Doors & Gates
Walks & Sidewalks
Information / Reception
Counter
Curb Rani s
Elevators / Ram s /Lifts
Stairways
Sanitary Facilities /Sinks /
Drinkn Fountains
Ram s & LandingsaPlan
Stairwells / Exits
Accessible Mainrence
Entrance
/ Meeting CAssembly
Rooms,
Wa ntlin 8 Si na "eWa
Indin & Si na' e
Fire Alarms
t Percents e of Com letiom
'All Items required to be i00% complete unless Hardship approved by DSA
outlined In lease
List work and % to be completed (attach additional pages as necessary):
I declare under penalty of perjury that I have read the above report and know the contents thereof; that all of the above statements are true and that I know of my
own personal knowledge that the work -during the. period covered by the report has been performed and materials used and installed, and In every material respect
are in compliance with the duly approved plans and specifications therefore.
Architect:
Signature
Name
Architect #
Company / Firm
Phone
Address
Fax
Submit completed forms to location indicated below:
DGSIRESD Real Estate Services Division
Attn: Planner 707 Third Street, Suite 5-305
West Sacramento CA 95605
,� 5 (Rev-3/19)
�
q
4
March 19, 2019
801 W. Civic Center ®rive, Santa Ana, CA 92701
MASTER LEASE dated October 7, 2017
Initials`��
9
Y
q
�+
A-2017-264-02
p �,G)
EXHIBIT B
NOTICE OF LEASE TERM DATES
To: City of Santa Ana
801 W. Civic Center, Suite 200
Santa Ana, CA 92701
Attn: Deborah Sanchez
Re: Office Lease dated October 7,.201? (thc "Lassa") betwaen CF SANTANA, t.LC, a Delaware limited liability
company ("Landlord"), and the City of $amm Ana, a charter city and municipal corporation ("Tonent") concerning Suite 200 on
floor 2 of the office building located at MI West Civic Center, Santa Ana, California.
Deborah Sanchez:
In accordance with the Lease„ we wish to advise you and/or confirm as follows:
1. the Promisesare sut�stantially completed, and theTerm shall commence on tls,has ctnnnmenced tin June 11,
2013 for a term of aihty (60)tnoiiths''ending on Jun 30, 2023.
21 Rase Rent conunenced to accrue on .June 11, 2018 in the amoirm bf SQ,506.20',per month and as more
particularly set forth in ItemA of the Basic Lease' Provisions of the Lease.
1 if the Commencement Date is other than the 111M day of the month, the ffrst bifting wf i contain a pro rats
ac6ustmcm.Each billing thereafter, with the pitception ofilte final billing, shall be for the full null nt of the monthly installment
as provided for in the Leases
4. Your rent checks should be nsade Jiigal le to Cr SANfANA, LLC, :1,01 Resecrans Avcnac Suite 3270, El
Segundo,,CA 90245 Atta; Ken Quach, Aecomillri ,Yianaget.
5. 11Ic Premiss contains 19,321 RSF,
6, Tenant's Proportionate. Share is 15361%
LANDLORD: CF Santana, LLC,
a+iJela�aS6lilfiftud°fi"ab"tlitq`enmpany
Y _
Name: Anlreur liaklS?Y#lfl
Title:
Authorized t ignat&y
TENANT: THE CITY fDf SANTA'iANA,
a.iv(unicipal cuipo atiurr
By, _ .w
Print Name: a d ;ndnoz, _
Title: Cntrtgor
7A7A •VED A8 TO FORM Maria I.J. HUI=
0 Clerk oftbe Council
City Attorney
9W
t
M
A•2017.264
OFFICE LEASE
THIS OFFICE LEASE ("Lease") is made and entered into by and between CF SANTANA, LLC, a Delaware limited liability company
("Landlord") and the Tenant described in Item 1 of the Basic Lease Provisions as ofthe Eneclive Data,
1. Tenant:
2. Description of Project; Building;
Premises:
11 Project:
2.2 Building:
2.3 Rentable E
2.4 Premises:.
2.5 Rentable E
BASIC LEASE PROVISIONS
THE CITY OF SANTA ANA, a charter city and municipal corporation.
As used harem thc_y`PFgjac" meags,tj at cer sin commercial of Fca buildhtg project, with all common
areas en,A appulteuant perking fac ttes (6 atedot 80] Wesl Ci¢ic Drive, Santa Ana, California, and
egnt+l€Wing the But�dhg,'an�I any duet bu[id'a(tg, inaproeat)�aols (acated on the parcel of real property on
which thcs pldflel g is located.
As usga'berein, the `'fTnrlJing ni ans the commercial pf0eebuildfnglocated at and commonly known
as801(Vogt
CotcD(Ja,SantAAne».GnliFmnia. 1
dldfngr 124,166"Y4ntable spume feet ("RSF")
kl mrtion of the second (2"�) floor of t)ie Building known 'a. Suite 200, 9s depleted on F,xl)ibit"A"
attached hereto,
elms as: ,4 19,32t RSF.
3.! Target, DetivivyDote:
April1,2018
3.2 Com ttanaemont Ante: '
The Dolivety`Dote
3.3 Initial Term.
'Approximately sixty (b0) triofi tys, comrileneutg nn tl)eX hmmaiicement'Dal sand an,
aleliatu
of 410 ealont�t�rtntonth in which that is six t (6T1) months after the C,,oti?mence
3A Optlons fo exiand ibc Perm:
Two (2) loptions to extend the Term for not 'hx rv+ lon term of sixty(0) months,
ec f ILU..J below antl 'chedule llr' of&Whit "J"" attacbed hereto.
4. Base Rent:
During thud^Initial Tenn, Base Rent shall'be llable at tilt; fbllov ring rates:
u, Months 14tartthty Baae:I2eaia4,113tc `Base I
($lRsr7nn� (Shy
l 12 $2 3U; ' S42,5t
13 24 r $43;71
-- 25~s+1ti $2.33410 S45,0
31 48 .'' $2A040 R4G,al
40 60` "' $2.4761 947,8
5. Additional Rent:
5.1 T'anmlPsPercentngeSTuuet-„
15,561"/u.-
5.2 Base vem^ ".
20111
6. SeemityDeposit
Nane
7. Permitted Use:
8. Parking Number:
9. Brokers:
10, Address 1'or Payments:
General ollict
office project.
ling on the lost day
merit Date occurs.
in apenrdance with
J
consistent with it first class, high-rise commercial
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 wilh respect to the Initial Premises is elglay-two
(82)).
Lee & Associates Realty Group Newport Beach, lac., representing 1'enant, and ,Inns Long LaSalle
Erokeroge,representing Landlord.
All payments payable to Landlord under this Lease sand be sent to the I1,111mving address or to such ocher
sot WCfiV*r Center tar—clo jSnxry Aaafacie A-
M
address as Landlord may designate, or by wire transfer.
If b 'cheok
CF Santana LLC
c/o Ocean West Management Services
33351 Collection Center Drive
Chicago, IL 60693-0333
Reference: City of -Banta Ana/Suite 200
11. Address for Notices:
11.1 To Tenant: Prior to the Commencement Date:
City of Santa Ana
Clerk of the Councl I
20 Civic Center Plaza, M-30
Santa Ana, CA 92702
Attn: [[ 1
Afler the Commencement Date:
At the Premises:
Attn: Deborah Sanchez
11.2 To Landlord: CF Santana LLC
c/o OW Management Services, Inc.
315 W. 0 Street, Suite 908
Los Angeles, California 90015
Attn: Ted Bischok
If by wire transfer:
Dank Name: Bank of America N.A.
Dank Address: 100 W. 33rd Street
New York, NY 100
Account Name: CF Santana LLC
Acct#: 4451112624
ABA#: 1110000 12
Reference: City of Santa Ana/Suite 200
With a copy to:
City of Santa Ana
Clerk of the Council
20 Civic Center Plaza, M-30
Santa Ana, CA 92702
Attn: [[ 1]
With a copy to :
City Attorney's Office— City of Santa Ana
20 Civic Center Plaza, M-29
Santa Ana, CA 92702
With a cony to:
Zuber Lawler & Del Ducat LLP
777 South Figueroa, 37"' Floor
Los Angeles, CA 90017
Attn: David B. Lambert, Esq.
This Lease shall consist of tine foregoing "Basic Lease Provisions", consisting of Items i through I above, the "Standard Lease
Provisions", consisting of Articles I through 17 which follow, and Dxhibits "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 defined shall have the meanings set forth in the Standard
Lease Provisions.
$01 WCivic Omer Dr -City ofSnnln.-Inp Lunse
i
STANDARD LEASE PROVISIONS
ARTICLE 1 -DEFINITIONS
III "Additional (dent" menns all amounts ether 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.
13 "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,
IA "Approved Governmental Entitles" means all of the State and Coun(y'agencies listed in Exhibit "M" attached hereto,
1.5 "Base Rent" means rental to louots,that rare payable by Tenant to Zandlord.pursuant t8'=Section 4.1.1 below.
1.6 "Building Systems" nlearla the primary utility and mechanical systems, including, without limitation, the primary life safety,
electrical, heating, ventilation and air, conditioning (`IIVAC' ),;pl'uriilimg Or sprinkler systems for the Building and/or the Project (and for the
avoidance of doubt, It is understhpd and agreed that 01-:6dilding Systems do not; ,fp Inciude;any p4rtionsof dny such systems and equipment that
are installed within or that exclusively serves any paittcular rentable space in the Building or Project (soot as, without limitation, any extension or
distribution of services or,tttililies from rho Building Systems seruing, 6011 space) or (b) any: (i).slrppleniental or specialty electrical, mechanical,
plumbing, heating ventijk{ion Or air conditioning systems, fixtures or equipment; (ii) supplemental or spec)alty fire, life, safety or security systems,
fixture or equipment, (it]) any video, audio. Communications or computer systems; fixtures or a infpment (includinf: cabline)),
1.7 "Casualty" is'dedned in Section 13.1. I.
1.8 . "Casualty: Domiage" is defined in Section 13.1.1.
1.9 "Claims"rmeans, edilectively, claims, losses, da
reasonable attorneys' tses and legal costs.-,,
1.IV "Common Areas'' means the lobby, plain and sidewalk areas, a0ceaswayst Parking Pacllites,'and die area on individual floors in
the Building devoted to can, rddt s, fire vestibules, elevators, firyers, lobbies, elebtnausid telephone closets, restrooms, mechanical moms, janitor's
closets, and other sunli3r;faclities fec,the benefit of all tenants and invitees and shall also artean those areas of the Building devoted to mechanical
and service rooms servidIng the Building.
,.I, ,Comparable Buil iriig " means compatible Llaas .A":office buildings in the Market at the --time the Extension Term
commences.:
1.12 Control ar "Cnnhvlfing" {Weans possession of the direct orfndirect power to direct or cons. the direction of the management
and policies of a Person, ortrwnershileofany sort.
1.13 "Damn.. Notica`is defined in 5ection 13.1'J
1.14 "Default Rate" means on annual rate (if lnterest egaal to hisser of: ta) eigliteon percent (180/u) per annum or (b) the maximum
contract amount allowed by Law
LIS "Uuliver y Condutnn° ou ins (and the Prcmis'es'shall be inbellvery Condition) upon Substnutial Completion orthe Premises.
1.16 Delfv0y` Date" meads the daue'oon which Landlord lenderstoTenant delivery of possession of he Premises in die Delivery
Condition; provided that if the mate an which dae,)tremises are III Delivery Condtion is delayed ss result of any Tenant' Delays, then for purposes of
determining the Commencement Date, the Delivery,Dateshalb'be deemed to occur on!(he dole that the Premises wo6ld have been in Delivery
Condition had such Tenant Delays not occurred, as reasonably detcnmh)ed jry landlord .;
1.17 "Effective Date`menus the date upon which this Leases executed by Landlord as mdicatedbcncath Landlord's signature block
below.
>,
1.18 "Encumbrances" means tens. claitx a, srtop nattoes and vlolatio t nahces ^
1.19 "Environmental Lows" means and includes all now and hereafter existing statutes, laws, ordinances. codes, regulations, rules,
rulings, orders, decrees, directives, policies and requirements by any federal, state or local governmental authority regulating, relining to, or imposing
liability or standards of conduct concerning public health and safety orthc environment.
1.20 "Event of Default' Is defined in SCetion 1.5.1 below,
1.21 "Executive Order 13224" means Executive Order 13224 signed on September 2.1, 2001 and entitled `Blocking Property Lind
ProhibidngTransmions with Persons Who Commit. Threaten to Commit, or Support Terrorism",
1.22 -Expiration hate' means, at any particular tfmc, the date on which the'Term is scheduled to expire.
Y01 YV 0vie Censer Ur- Cih' gfSanw Ann Loose .I.
1.23 `Bolder" means the holder of any Security Instrument.
1.24 "Expressly Restricted Use" means any use for: (a) offices of any division, agency or bureau of any foreign government or
subdivision thereof,, (b) offices of any health care professionals or for the provision of any health care services, (c) any schools, (d) any retail or
restaurant uses, (e) any residential use, (I) 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 the average occupancy density for office
tenants of the Project.
1.25 The "FMRR" of the Premises for a particular Extension Tenn (as defined in Schedule "J-l'7 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 thut
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 or the Comparable Buildings have @geed to accept, and sophisticated nonaffiliated tenants of the Project and/or Comparable
Buildings have agreed to pay, in current arms -length, non -equity (Le„ not being offered equity in the building), transactions for comparable space (in
terms or condition, floor location, view and floor height) of a comparable size (in terms of square feet of Rentable Area), for a term equal to the
Extension Term (or the term of Tenant's lease of the applicable Leased First Right Space) and with a commencement date within six (6) months
before or after the first day of the Extension Term (or the applicable Offered Space Scheduled Commencement Date (as defined in Schedule `9-2'9),
which rent per square foot shall take into account and make adjustment for the existence, timing and amount orally 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 the 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, die 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 0 of the year of
commencement of the transaction), (b) the presence, amount or absence of brokerage commissions in either the subject hansaction 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) ifany 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 Leased First
Right Space) shall also he accounted for in the 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 sole
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
(if) to adjust the monthly Installments of One Base Rent payable for the Extension Tern or with respect to the Leased First Right Space, as the case
may be, to be an effective rental rate which takes into consideration and deducts from monthly rent the amortized amount of the total dollar value of
such Concessions, amortized on a straight line basis over the Extension Term or Ore term of Tenant's lane of One Leased First Right Space, as
applicable in which case the 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,
storage, treatment, use, disposal, discharge, release, mnnufacture, refinement, presence, migration, emission, abatement, removal, transportation, or
any other activity of any type iu 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; (if) tint contains
petroleum, crude oil or any fraction thereof; (III) that contains polychlorinated biphenyls (PCB's); (iv) that constitutes asbestos or asbestos -containing
material; (v) that is radioactive; or (vi) that is infectious; or (b) any other material or substance displaying toxic, reactive, ignitable or corrosive
characteristics, as all such terns me used in their broadest sense.
1.29 "Holdover Rental Rate" means an amount equal to one hundred [illy percent (150%) of the greater of: (a) Landlord's then
published asking renal rate or(b) die Base Rem and Additional Rent payable by Tenant to Landlord during the last month of the Term orthis Lease.
1.30 'Initial Premises" means the premises described in Item 2. of the Basic Lease Provisions,
1.31 'Initial Term" means the period (which shall commence on the Commencement Date) that is described in Item 3.3 of the Basic
Lease Provisions; provide([ dint if the Commencement Date shall occur on a day other than die first day of tiny calendar month, for purposes of
calculating the date on which the Initial Term is scheduled to expire (i.e., the Expiration Date for the Initial Tenn) and One timing of all scheduled
increases in Base Rent during the Initial Term (but not for any 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 elite institutional owners of institutional grade first-class
olliceprgjects in Orange County, California.
1.— "Interest Rate" means an annual rate of interest equal to the Reference Rate plus two percent (2%,)
1.34 "Landlord Default" is defined in Section 1 6. 1 below.
1.35 -Landlord Parties" means, collectively, Landlord, Ocean West Capital Panncis, I.I.C. Fortress Investment Oivup, LLC, and the
Property Manager, and each at' their Affiliates and all of their respective partners, members, officers, managers. directors, trustees. employees,
retirees, beneficiaries, contractors (including interval Investment contractors), Agents. advisors. mortgagees and ground Icssos. agents, successors
anJ assigns.
801 IDChic Center Or -CIO, of Santa Ana Lease -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) or
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 fit the Lease Documents that is or are to be provided or performed by Landlord.
1.39 "Laws" means, collectively, all laws, ordinances, building codes, rules, regulations, orders and directives of any governmental
authority havingjurisdiction (including, without limitation, any certificate of occupancy),
1.39 "Lease Documents" means this Lease together with all exhibits, riders or addenda attached hareto, and all amendments thereto.
1.40 "Leasehold Improvements" means all leasehold hnprovement; existing in the Premises as of the Effective Date, the Tenant
Improvements, and any additional Alterations. _ z _.
1.41 "Market" means the. Santa Ana-CiujoCeltersubmarket. .
1.42 "Money Laundering Act means the International Money Lannde•mg A&atem6dt 9n17 Financial Anti -Terrorism Act of 2001 or
the regulations or orders promulgated thereunder, as the ear i maytlja timantlea f-bm}rme to time. s
1.43 "Nokiffad "means each !J it r of M4h h,Tonant has re di
1.44 OFA 'meens the Office ofForeign Asset Control of the Deparbnent of the Treasui-y:,
q> t
1.45 al Telso ''means the Person Identified as the `Tenant" in Item TFhe�a3tc hence Informat"iorf.
1.46 '°`Parking Fa,diffes" means the Project's parking facilities from time ,to time serving,die Build ,i
4
1.47 "Parking (Fees" is defined in Section 4.3 below,
1.48 P'ar'kfngPitssa
,sr tatean5„4oheelively,unreserved$ar rggl'8s8er'`andReservedPerkingl'asaos.
1.4.9 "Permitted Alterations" meads only nstlai npPustomiry''(marntanance ,and'repairsif and to the
extent that such mnintettutiao attt3-fepaii;s.w-(a) are of a type and exfept vvhlbh are uusfoniar lypdrmitted to^bm e adc,WAthput consent by landlords
acting consistently with InstitutionalOwraer Practices leasing similar space fqr,&imilar uses tosittiilar. tenants, (b)_aro'✓i complianea with. the Rules
and Regnletions, and (o)will licit affect .the Buildom's structure. the nrovision dfservicrs to other Pmiecrtenancs_ or env nmldlnc 3v,o-d,�
- , 4 r.r
L50 = "Person means'an fndlyidual, general orJiivitdd gnfluership, limited liability parnecshi oT company, corporation, trust, estate,
rent estate Investment trust association or eny other entity.
l.$! `Premises" nseaus the Initial Premises as it may be expanded or redn@ed pursuant to any provision of this Lease or upon the
agreement of,Landlord and Tenant,- _
1:$2 "Premists Itestbr:ntion" means' the' Rnstomlion of the Premises° and the,'portions of the Common,' Areas that are required for
access to the Premises. -
1.53 ""Property W71utgar" mearla,ow Mamlgehicil gervices, Inc., or oily other Person retained ty Landlord to mintage and operate
the Building on a day to day basis.,,-. ' `_ - . , •• - ,.'
1.54 "P reposed Tra nsfeSpacc" moans wrtlt usjiect to any proposed Transfer, the portion of the Premises subject to such proposed
Transfer. -
1.55 "Rel'ereriee Rafe" means the 'pririie rate" 4r •'relereuca fate't announced if om Orue t'o time by Bank okAnnerica, N.T. & S.A. (or
such reasonable comparflble national kunking insti[uinn ' is'¢etecibH by Ltindlo3,d 1n;lhe ev'eiu Be kof America, N.T. & S.A. ceases W publish a
prime rate or reference rate). -`""
156 "Rent" is defined iw ec[ m 44 ,f boldly.
157 "Rent Delinquency" moans and,.shall Qocur upon any failut• of Landlordeko t^ddelve any payment of [tent on or before the date
that is rive (5) days after the date such payment of Rent7°i duly -
1,58 "Reserved Parking Passes" nouns parking privileges to be used for parking on a first come first served basis in "reserved
parking areas" in the Parking Facilities, as designated by Lnndlnrd, or at die election of Landlord, in reserved parking spaces located in the Parking
Facilities.
1.59 "Restoration" is defined in Section 1.3.1.1.
1.60 "Review ISspeoses" means all review and processing lees, and costs, as well as any reasonable proressional, attorneys',
accountants', engineers' or other consultants' fees incurred by Landlord relating to any request by Tenant fir Landlord's consent, including, but not
limited to, any request for consent to it proposed Transfer,
801 O'C'inic Ceider Dr—Cfq, ofSanta rl nu Leave -3-
��i
1.61 "Rules and Regulations" means the rules and regulations attached hereto as Exhibit "D" (which are hereby incorporated herein
and made a part hereol) and any reasonable and non-discriminatory amendments, modifications and/or additions thereto as may hereafter be adopted
and published by written notice to tenants by Landlord for the safety, care, security, good order and/or cleanliness of the Premises and/or [lie Prgject.
1.62 "Security Deposit" means a cash security deposit in the amount specified in tam 6 of the Basic Lease 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 aid future mortgages and deeds of trust encumbering all or any part of the Project, Building or Premises;
(a) all post and future 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 and deeds of trust, which now or hereafter constitute a lien upon or affect the Project, Building or
Premises.
1,64 "Substantial Completion" (and "Substantially Complete") is defined fit the Work Letter.
1.65 "Taking" is defined in Section 13.2.
1.66 "Taking Date" is defined fit Section 13.2.
1.67 "Target Delivery Date" means the date specified in Item 3.1 of the Basic Lease Provisions.
L68 "Tenant" means the Original Tenant, and any person or entity to whom or to which all of Original Tenant's (or any other
Temmt's) interest in this Lease Is assigned (or otherwise transferred) in accordance with the provisions of Article 1 I of this Lease.
L69 "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 their respective contractors,
clients, officers, directors, employees, agents, and invitees (each of which shall be a "Tenant Party").
1.72 'Tenant's Hazardous Materials" means any Hazardous 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 Tenant Parties') office furniture, business and personal trade
Fixtures, machinery and equipment, furniture and furniture systems, movable partitions, telecommunications equipment, data cubling and other items
of personal property.
1.74 `Term" means and shall refer to the Initial Term as it may be extended pursuant to Schedule "J•1"of Exhibit `9", 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 Al or any part of the Premises, (b) an assignment of the
Lease, (c) any other agreement or arrangement: (i) that permits a third party (other than Tenant's employees and occasional guests) to occupy ornse
any portion of the Premises or (ff) otherwise assigns, transfers, mortgages, pledges, hypothecates, encumbers or permits a lien to attach to Tenant's
interest under this Lease or (d) a direct or indirect transfer, assignment, pledge, orbypothecadon of Controlling interest in 'parent.
1.76 'Transfer Notice" means a written notice that: (a) identifies it proposed Transferee by its name and address; (b) describes the
applicable Proposed Transfer Space; (c) includes current financial statements of the proposed Transferee certified by an officer, partner or owner
thereof; (d) describes the nature of such Transferee's• business and proposed use of the Proposed Transfer Space; (a) the proposed effective date of
tie proposed Transfer; and (f) all of the principal terms of the proposed Transfer.
1.77 "Transfer Profits" means, with respect to tiny particular month and any particular Transfer, an amount equal to: (a) Lill rent,
additional rent or other consideration payable by or on behi l for such Transferee during or with respect to such month in connection with the Transfer
minus (b) the sum oli (1) the Base Rent and Additional Rent payable by "Tenant under Sections 4.2 aid 4_3 ofthis Lease during or with respect to the
same month and (if) all out or pocket costs reasonably incurred by Tenant in connection with such Trnnafer (such as brokerage commissions and/or
improvement allowances), amortized on a straight line basis over the teen of such Transfer.
L78 "Transferee" means any Person to whom a Transfer is made.
1.79 "Unreserved Parking Passes" means parking privileges to be used far parking on a first come first served basis in the oreos of
the Parking Facilities designated by Landlord therefor.
1,80 `-Work Utter" ineans the Tenant Work Letter (I r any) attached hereto as Exifbit"C",
Tennis in initial capitals that are not defined in Article I shall have the meanings given to them elsewhere in this Lease.
AWFICLE 2— LEASE OF PREMISES -COMMON AREAS: PARKINQ SIGNS
2.1 Lease ol'Premiscs: Access;. Quiet Enfovment.
801 lV Ch* Center Dr—Cip, irfSanto Aner Leave 3
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2.1.1 Landlord hereby leases the Premises to Tenant,, and 'tenant hereby leases the Premises from Landlord, upon of of the
terms, covenants and conditions contained in this Lease. Tenant acknowledges that Landlord has not made any representation or warranty with
respect to the condition of the Premises, the Building or the Project with respect to the suitability or fitness of any of the same for the conduct of
Temutl's Permitted Use, its business or for any other purpose. Landlord does not represent and Tenant does not rely upon any specific type or
number of tenants occupying any space in the 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 Ill all in tenantable and good condition.
2.1.2 Landlord and Tenant hereby agree that the number of RSF (also referred to as the "Rentable Area") contained: (a)
within the Building 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 slid its employees and invitees
shall be entitled to access the Premises seven (7) days per week,-twentyi'nur (24)hours per dqv.
2.1.4 Subject to If dF lia terms and etitlddloas-eoiYlainad ut this Lease and provided that Tenant performs all of Its
obligations hereunder, Tenant shall have and pseeeably enjoy the Premises during the Term of this Lease from and against all Persons holding an
Interest in the Project from and through Laudlord.
i
2.2 No Relocation of i'u'sast� amhRieht of Fn, t 7fa'Y.'
2 2.1 1 Na Relocation 4dltdlior shall have, no right to relocate any portiort orthe Premises located on the second IV') floor
oFthe Building. Any relocation rights;wi)<1 fespect`to any orders; of the Premises located oil 'any other. floor of the Building will be specifically
negotiated in connection with Tenant's lease of ally such spade.
2.21 Rraht uftFbrill Offer, Tenant shall have a one-time Right of First Uttar (de$iierj below) with respect to the First Right
Space (defined below) subject to and in accordance with the terms and conditions of Schedule "/ 2' of L&l ibi " " attached hereto.
2.3 Connbnon Areas: Parking.
2.31 gonnnoii:Areas. in connection,widi its lease of tie Premises, Tenant shall have the non-exclusive right to use the
Common Areas together with other Persons; The Comariibil Ar6as.sliall besobjeat to the exclusive mapngement and control of Landlord, and Tenant
shall comply with all Rules and Regulations pertaining to'use of die Common Arno&', Laudlord shall have the right from time to time to ldesignate,
relocate slid limit the use ofparticular areas or ptjrlions of tha Cobrai Areas.:' L,aridkord shelf also'have the right to'closeall or any portion of the
Common Areas as may, in the sole discretion of Landlord, be necessary to prevent e deilicalioirlhereof or the necrunVorany rights in any Person.
2.3.2_. =.Ttentalaad6i"f]hm•kin Passes:yisitol-Pa.rkirut.
(a) Cpmdtencing on die Cominrznudmunt 17ato, and continuing through the Tonn,'Tenaat shall rent fi•ona Landlord
and Landlord shall provide a number of Unrdsehvcd ,Bey king Passes'ettuat,t<d the Par king Number specified in item-8 of the Basic Lease Provisions.
Parking Fees Shall be payable with,respeet to Parking Passes rented by Tenant at the rates Provided in Section l below (which shall be subject to
abatement accordance with Sac ions a.3.2 billow), The Parking Passes are with respect to; subject in the prpvisibns- of this Lease, use of the Parking
Facilities. Tile Parking Passes provided to"lchant pursuant to this. Section 2.32 arc provided tp Tenant solely for use by officers, directors, and
employees or Tenant, its Affiliates, -sublessees and'assignees, and such passes,tttaynot othcrwise be transferred, assigned, subleased or otherwise
ahemued by �Teriaiht to any other type of rran'sforee ajrhdaC Landlord's prior appi'gvat. ' < '• ''-•
(b) The specific locations within' the Parking Facilities in which the Unreserved Parking Passes may be used shall
be specified by and may, from ume to lime, be relocated by Landlord iau its sole discretion. In adefftioa it is expressly undorstood'and agreed that
Landlord shall have the tight to iniplertten�>adlninister and anforce 4 parking manag+ementprogram,with -.respect to the Parking Facilities generally,
with respect to use of one or more types-pr Porkmg.Ppsse�s'lit particular, and/or with respect to thoMse of tile Parking Passes ranted by one or more
specific tenant or teases; •(including Tenae(), with piaeking inagagement plan may include; without limitation. any or more of 4he following measure
or features; oversell of ParkinifI Passes; expansion of the Parking Facilities to include additional parkinglots or structures widlin a reasonable distance
from the Building; reservation of specific portions of the Porkirw Facilities for:phricing by one'or-olore specific Building. tenants (including Tenant)
and/or for one or more Building tenants' business visitors• irnplontet lnlrun of valc6 or ossisled'parking programs or meas ies; creation and allocation
oftandem parking spaces to specific Bu`[Iduhg truants; designation of visitorllarking rates: and ullocnlitin of validation privileges to one or more
Building tenants. It is specifically understood and''agrced that if Landlord,iniplemyms one or'.niore sucli measures or features that are: (i) generally
applicable to the Parking Facilities, thc`eosts incurred .to implement administer and enforce, such inea'sures'stSall be included in Operating Costs or
(if) that are specific to Tenant, ate costs incurs•ed;ao'ittihplenrSntr'ac(niin{ster andnnfore@ stiuh meiisGres shall be reimbursed by Tenant.
(c) list tor Parking.
(i) Tenant's business visitors may park in the Parking Facilities, or in the applicable portions thereof
designated by Landlord, on a first come, first served basis, upon payment ol'the prevailing fee for parking charged to visitors to the Project. Tenant
shall have the right to purchase titmi Landlord, at Landlord's then prevailing rate, Project Perking Validations (delved below), to be used only by
Tenant's Business Customers (defined below) for parking in the Parking Facilities without charge. "Project Parking Validations" means
validations. in such final as Landlord. in its sole but good faith discretion. shall ofter froni time to time. permitting persons using such validations to
park in the Parking Facilities for specified periods oFtinre without charge (ix., a 30-minute validation would permit parking without charge in the
Parking Facilities f'or a periud up to 30 minutes). "Tenant's Bosiness Customers" means Persons that visit the Premises for the specific purpose of
conducting business of the Premises (and I'ur the ovoikhince ordoubt, shall not include any employees or Tenant or any of its Transferees who have
offices (oil an exclusive or shared basis) at the Premises).
,701 Lease -5-
(i f) Notwithstanding the foregoing, each calendar month during the Term, Landlord shall provide to
Tenant, without charge: (A) a number of Short Terns Project Parking Validations (defined below) equal to the product of twenty (20) and the number
of days iu such calendar month (during the Term) and (B) a number of Long Term Project Parking Validations (defined below) equal To the product
of sixty. (60) and the numher of Clays 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 that 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 thud
(3'd) full calendar month of the Initial Term, and thereafter, upon expiration of each subsequent three (3) calendar month period;. provided futher
that: (x) Landlord shall not, at any time during the Tenn, be required under this Section 23.2(c)(11) to provide a number of Project Parking
Validations in any calendar month in excess of a number equal to the product of eighty(80) and the number of days In such calendar month (during
the Tenn) 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 the election of Landlord, either: ( I ) 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 23.2(c)(fi) for subsequent calendar months, No Project Parking
Validations provided by Landlord to Tenant tinder 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 particular day), "Short Term Project Parking
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 charge.
2.4 &M.
2.4.1 Except to the 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 fi•om the exterior of the
Building or 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 if behind Building standard window coverings) or any other material visible from outside of the Premises at -
from the exterior of the Building. Tenant shall noL without the prior written consent of Landlord, use the name of the Building and/or tie Project, or
any pictures or illustrations of the Building and/or the Project, in TenaWs advertising or in any other publicity.
2.4.2 Subject to compliance with applicable Laws and such Building signage criteria as Landlord shall apply from time to
time, and subject to receipt of Landlord's prior written consent: (a) in the case where Tenant occupies an entire floor in die Building, Tenant may
place in any portion Of Such floor which is not visible from the 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, of Landlord's sole cost and expense,
Ili such portion of the multi -tenant corridor on such floor as is called for by Landlord's signage program (as the same may exist 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 (if any) in the ground floor lobby of the Building (Landlord shall bear the initial cost of such directory signage and the cost of
updated any such directory signage no more than one in any month); and (d)'renant may place in any portion of the inside of die Premises not visible
from die exterior of the Building or from outside of the Premises such identification signage as Tenant shall desire. All signage described in this
Section 2.4.2 (lithe• than the directory signage described in clause (c) above) shall be treated as Tenant's personal property under the provisions of
Section 10.5 with respect to Tenant's obligation at the expiration or emly termination of this Lease.
2.4.3 Eyebrow Sian, hi connection with Tenant's lease of the Premises, subject to all of the terms and conditions of Exhibit
"K", attached hereto, during the Term, Tenant shall hove die 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.
ARTICL)'s 3—DELIVERY; CONINiENCP.NIENT; TERM: SURRENDER; HOLDING OVER
3.1 Delivery. Landlord shall endeavor to tender to Tenon delivery orpossession of the Premises in the Delivery Condition prior to
the Target Delivery Date; provided, that if the Delivery Date does not occur on or before the Target Delivery Date, this Lease shall not be void or
voidable, the "fern of this Lease shall not be extended, and Landlorl shall not be liable to Tenant for any loss or damage resulting therefrom;
provided further that Landlord shall use conumercialiy reasonable efforts to tender to Tenant delivery of possession of the Premises in the Delivery
Condition as soon as reasonably possibly alter• the Target Delivery Date.
3.2 Coin nencement: Term.
3.2.1 The Tenn 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 earlier in accordance with die provisions hereof or
extended pursuant to die written agreement of Landlord find Tenant or as provided in Section 312 below, provided, however, that if the
Commencement Date shall occur oil day other than the first day ol'any calendar month, for purposes of calculating the Expiration Date slid die
timing of ull scheduled increases in Base Rent during the Initial Terni (but not lbr any other purpose), the Commencement bate shall be deemed to be
the Hirst day of the calendar month Ib1lowing file Commencement Dote. At any time during the Lease Tenn, landlord may deliver to Tenant it notice
in die form as set in Exhibit"3" attached hereto, which Tenant shall cxccote and realm to Landlord within five (5) business clays of receipt thereof.
3.2.2 Extension Option. Ter not shill huvo two (2) options to extend the Term, each bran Extension Tam (dafiaed below)
of sixty (60). months (five (5)years) subject to and in accordance with the ter nis and conditions ol'Schedule " I-1"of£xhibit "T', attached hereto.
3.3 Surrender; Holding Over.
3.3,1 ` Except as provided in this Section 3.3 and in Section 7.3 below; upon expiration or earlier termination of this Lease;
'Tenant shall vacate and surrender the Premises to Landlord in tr_ same condition as when received at the inception bf tbis Lease and as thereafter
&II iV ehle CeaaerUr—Ciro, ofSewtaAim Leave -e-
improved by Tenant, subject to ordinary wear and tear. For the avoidance of doubt, 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 Improvements designated for removal by Landlord in accordance with Section 10.5 below (and all damage caused by
such removal repaired).
3.3.2 If Tenant fails to remove any of the Tenant's Persona( Property from the Premises (or any portion thereof) prior to the
expiration or oily earlier termination of the Tenn (with respect to applicable portion of the Promises), and such fdlure 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
tight, at Tenant's expense, to remove the same from the same from the Premises (and to repair any damage caused by such removal) and (b) to
thereafter: (i) store the same at Tenant's expense, (d) appropriate the same for itself, and/or (iii) sell or otherwise dispose of die 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 Tenant fails to remove
from the Premises (or any portion thereof) all Leasehold Iniiflrovements designated forremovalby Landlord in accordance with Section 10.5 below
and/or to repair all damage caused by its removal gtarly such, Leasellwol¢ Personal Property), in either case, prior
to the expiration or any earlier termination of the Term (w4fin,respect fo applicable porkittif the Premises), Landlord shall have the right to remove
the same from the Premises (or the applicable'pordoit thereof)..and/or to, repair such darndge AtTicrl expense, in which case, Tenant shall
reimburse Landlord for all costs incurred by Landlord in connection therewith,.ploci tell percent'(10%) administration fee thereon, upon demand.
This Section 3.3.2 shall survive the expiration or any earlier termination ofthe Tettit of this Lease.
3.3.3 If tyriant falls to sgrreilder the Premises" (or any portion tl)creaf) it accordance with this Lease (including, without
limitation, Section 3.3.1 above), or'otherwise lodds possession,pf th0•Preinisey,(or oily portion Hereof) after the expiration or termination of the
Term, Tenant shall become: a tenant atspfferame upon all of the -tents bontained harain, except as to.(erm and Base Rent. During such holdover
period, Tenant shall pay'tn;�f:aidlord a,m)9 mly Base Rent in an amount equal to die Holdover Rental katu:. The rtionlhly^Base Rant payable for such
holdover period shalt lino event be.ybnslrued as a penalty or as liquidated damages for such ieteabon of possession Neither, ally, provision hereof
nor any acceptance by Landlord of any Rent after any such expiration or earlieflarmination shal)'be deemed a eoosent to Any holdover hereunder or
result in a renewal, ol'this Lensa'or an extension of the Term, or any waiver ofanyof Landlord's lights ur remedies. with respect to such holdover.
Tenant shall indemnify, .defend: and hold Landlord harmless from and against arty and ail Claims (including, without limitation, for lost profits and
other consequential damages,cattorneys' fees, consultants' fees and court costs), incurred or suffered by or-:asserted'agaihst Landlord by reason of
Tenant'sfailure to surrender the Premises in accordance with die provtstpfis,oftdhis tense on the expiration or earlier ui rnrimtion-ofthis Lease.
ARdell4 P NT;kND- lHEMCHARGES
4.1 ' 13asc R,g (n BTetiant;agrees to pay during die ha ittl term of this Lease,as Base Rent foe Ore ,Premises, the sans shown for the
periods sbo+Nti in ICaun 44 ofthe Basic Lease Yrogisions::klxcept ai expressly provided otherwise herein, Base RAM shall be payable in equal
consecutive•id'onthly knsfallmcuts; in advance, commencing oil the Commencement Date and Continuing of the tenth (10) day of each calendar month
thereaRer; pro"vidcd rhatahelifttfit ll mgntidy installment of Base, Kdof descrdiled in Itgrn 4 of the Basic Lease Provisions, shot] bd.payable upon
Tenant's cxccutien of this :Lease. Land(oid will cooperate wifhjT`enant to tiacommodate-payment of 4tenk (or certain types of Rent) via ACH
payments. ',.. _ _ ..
42 Tenant's Percentage Share. Subject to the provisions of this Leosle asud in accordance with & i'firt "E", attached hereto, in
addition to paying Base Rent, +Vilh respectto each Expense Year (defined in Exinbi(OLe Tenant shall also pay: (a):Tenant's Percentage Share
(defined in Ex ibi "E" of Excess Operating C'xpenaes (defined in'Exhk nit"E' and (b) Tenant's' Percentage Share of Excess Property Taxes (defined
in rx1hibit"E'
4.3 Parking Fces.. _
4,11 Subject to Section 4.3.2 below co the first day of each calendar month during the -Term, Tenant shall "pay to Landlord
(or at the requestot^1„andlod to Undiorl;railesignated,p^iNvig-:operator) Landiord's then prevailing chargc(the "Parking Fee's") for all Parking
Passes ranted by Tenaul ror such calen iqr mouth. Such Parking Fees shall: be in addition to all taxes, Assessments or other imposition$ imposed by
any governmental entity Ill connection with„'fen,nnt's use Usuch Parking Passes, which taxes, assessments or other impositions shall be paid by
Tenant, or if required to be,paid, by Landlord, s)nalJ,be reimbursed to Landlord (or�k tlis rel7vast of Landlord. }o Liuidlstint's designated parking
operator)byTenantconcurrcn(ly\4itithepayment oftho-farkingfeesdesarvbcd"above
4.3.2 The Paldimg i ees payable with respect W the`firsfelglity-(aur`(84) Parking passes rented by Tenant during the Initial
Tern] (find die charges for all Short Tenn Project Parking Validations and, Long Tertt Project Parking, Valkdati%ins provided by Landlord to Tenant
(pursuant to Section 2.3(c)(ii) above) daring the Llitill 7p,ru) ate included intheBase, Rent payable by'leiiant with respect to the PrCnilSeS during
the Intial Tait. _ •a--'
4.3.3 The Parking Fees payable with respelab to.,Hit Parking Passes rented by Tenant during An Extension -Perm (turd the
cluu•ges Ibr all Shoe Term Project Paging Validations and Long Term Project Parking Validations provided by Landlord to Tenant (pursuant to
Section 2.3(c)(ii) above) [luring on Extension Term) shall be determined in connection with the FIVIRR (and Extension Term Buse [tent) f'or the
Premises for such Extension Tenn, and shall be added to (and included in) the Extension Term Buse Rent.
4.4 Payment of Rent
4.4.1 Cencraliv. Buse Rent• till forms or Additional (tent payable hereunder by Tenant and till other amounts, fees,
payments or charges payable hereunder by Tenant shall each: (a) constitute rent payable heeunder- (sometimes collectively be referred to herein as
,,Rent"), (b) be payable to Landlord when due without any prior notice of demand therefor in lawful money of lie United States and, except as may
be expressly provided to the contrary in this tease, without Any nbnlcment, ofNet or deduction whatsoever- and (c) be payable to Landlord in the
address or Landlord described in Iwill 10 ol'lhe Basic (.-case provisions or to such other Person or place as Landlord may from tinie to time designate
801 W Ovic Cearer Dr -Cif)• of Saant ana Lease .7-
in writing to Tenant. Any amount of Rent that is payable on a monthly basis and fit at is payable respect to a partial month, shell be prorated based on
the number of days in such month.. No payment by Tenant or receipt or acceptance by Landlord of a lesseramount than the. correct Rent due
hereunder shall be deemed to be other than a payment on moount of the earliest installment of Rent then due; norshall any endorsement or statement
on any check or any letter. accompanying any check or payment as Rent. be deemed to effect or evidence ran accord and satisfaction;. and Landlord
may accept such check or payment without prejudice to Landlord's right to recover the balance or pursue any other remedy in this Lease oral low or
in equlty provided..
4.4.2 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 Properly located in or about the Premises; (b) any Leasehold
Improvements made in or to the 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" lament Improvements, as determined in good
faith by Landlord; (a) 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 (e) this transaction or any document to which Tenant is a party creating or transferring an interest or an estate in the Premises.
ARTICLE G — IINTENTIONALLY OM ITTEDI
ARTICLE 7-USE OF PREMISES
7.1 Tcnant's Permitted Use. Tenant shall use the Premises only for Tenant's Permitted Use set forth in Item 7 of the Basic Lease
Provisions and shall not use or permit the Premises to be used f`or any other purpose. Tenant shall, at its sole cost and expense, obtain and maintain
in full force and effect all governmental licenses, approvals and permits required fo Tenant's Permitted Use. In no cure shall Tenant use or suffer or
permit the use of any potion of die Premises for any Expressly Restricted Use.
7.2 Cormfl;aace With Laws and Other Run uirements.
7.2.1 Subject to Section 7.2.2 below, Landlord shall cause the Coalition Areas and the Base Building to comply with all
Laws, if and when any such action is required by any governmental authority and/or 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 terms are defined below) in accordance with Section 11.1.2 below; (b) unreasonably and materially
affect the safety of Tenant's employees o• the operation of'renant's business; or (c) would create a material and significant health hazard for
occupants of the Premises.
7,2.2 Tenant shall timely take all actions required comply in all respects with (and shall cause each of its employees and
occupants to take all actions required comply in all respects with) and cause the Premises to comply with: (a) all Laws, now or in the future
applicable to the Premises and Tenant's use thereof (including, without limitation, any Law requiring any form of improvement or alteration to the
Building); (b) the 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 the Common Areas or the Base Building (defined below) Lure 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 perrinnance
orsuch modifications or alterations.
7.2.3 Tenant shall not use the Prun)ses, or permit the Premises to be used, fit any manner, or do or suffer, any act in or about
the Premises which: (A) violates or conflicts with any applicable Law, any of die Rules and Regulations or any covenants, conditions and
restrictions applicable to the Project; (B) causes or is reasonably likely to cause damage to the Projcct, the Premises or the Building Systems; (C)
violates a requirement or condition Of any policy or insurance covering. the Project 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 otter [clients (it, occupants of the Projcct Or its equipment,
facilities or systems or (E) interferes with, or is reasonably likely to interfere wlb, the transmission or reception or microwave, television, radio,
Iclephone, or other communication signals by antennae or other facilities located in die. Project. Without limiting the gencratityorthe foregoing,
should any federal, state or local governmental agency having jurisdiction with respect to tie cstablishnient, regulation or enforcement of
Occupational, health or surety standards for employers, employees or tenants impose on Landlord or on Tenant at any time now or in the future any
requirement or Low relating in ally manner ai the Premises or occupancy thereof. Tenant shall, at its sole cost and expense, comply promptly (or of
Landlord's election, bear the cost of such compliance as effected by Landlord) with such requirennent or Law. Tenant shall indemnify, defend and
hold harmless Landlordfrom and against any and all Claims arising out of or rotating to: any failure of'relianl to perform Any orils obligations under
this Section 7.2. Landlord shall not enlbrce the Rules and Regulations in a diserinninauiiy manner;. provided that Landlord shall not be liable to
8ol fmvre Center Dr— City ofSunw Ann Lena -&
o
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 Hnzm•dons lvinterials, No Hazardous Materials shall be Handled upon, about, in, above or beneath the Premises or any portion
of the Project by area behalf of Tenant or any other Tenant Parties. Notwithstanding the foregoing, normal quantities orthose Hazardous Materials
customarily used in the conduct of general administrative and executive office activities (e.g., copier fluids and cleaning supplies) may be used and
stored at the 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 Project to the condition existing prior to
the intmduetion of any Tenant's Hazardous Materials, notwithstanding any less stringent standards or remediation allowable under applicable
Environmental Laws and (b) shall indetraity, defend and hold harmless Landlord li'om 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 tho Project and/or the presence of any Tenant's Hazardous Materials in, on, under or about the Project
8.1 6alldina Services.
Lease, Landlord shall furnish or cause t
(_ attached hereto.
8.2 tnterruntion ofSar
the services or utilities desgfib`d'd in"u]in"u]
disturbances, governmental regulation;-
Landlord's reasonable jamirrol, and, in
Tenant's obligation at"pay Rent underth
9.1.E ' Landlordrs Obligat
condition. Subject to,§gctiim 9 below
need therefor Arcot Tenant, to the exteri
Project not constituting a portion of an
Tenant in common with ;othgr ienm is it
there shall be no abatemem of Rent for
repairs, alterations or improvements in or
under Section's 1941 and 1942 of the half
waives and releases the right to terminate
ordinances t}Otiv dr hereafGeh':in effect.
9.2 Tenant's Oblications
order and repair and in a. sak clean and i
gmvspeo, as pail of
not be liable for any fan
d, Tenant shall not be entitled to any
or constitute or be construed asp con
Landlord shall endeavor to
Landlord shall make alines
Landlord shall promptly reimbuse'Landlordloi
Tenant Party in or at the Premises or any other,
any Tenant Party1n or to the Premises; (c)the f
Premises; (d) the design, installation or.ppeilatk
or (a) any act or omission by Tenant or any Ten
Tenant Party,
10.1 Landlord's 3Vqrk. Landlo
provided in the Work Letter. Landlord -has mac
repair or decorate the Premises, the Bdilijutg, o
respecting the condition of the Premises, the A
Lease.
the
and
Civil Code, and under all other similar laws, statutes or orc
case tinder Section,_W!Q)Aftte Califomlaavil Code and
,
mg'ille'-Tenn of this G'Edsc, Tonal t shall, al its sole cost and
rgdition, Tenant shall make all repairs to 'the Premises not
;`"repair or replacement, as applicable; of`a(I Aatuaged. and h
ofaliatcrials of equal or better tgd;ality. Pu ilier,'tehant shall
tiny damage td`uny Portion of tile Project�dP 14e Premises co
rortiim of the project; (b) the pertbrmdnec or`existmce dr an
istailation u3az"operat(oribr movement ofTenant's Personal
i'of any Aslte'alions that�are not consistent with Building Sh
not Party or Ply oilier person permitted in or invited to the P
y,
RTICIX10•ALTERATIONS
is and standards set forth in this
and services described in Exhibit
lateituption in furnishing any of
t, lookouts, labor disputes, labor
in, or ary,other cause beyond
or interruption abate or suspend
.neat.
lie Project in a clean and neat
)wing receipt of notice of the
and offier public areas of the
ill Building Systems used by
0 provided in Section 13,1
to make, any niaintenunce or
epiIrs at Landlord's expense
rw o' hereafter in effect, and
)ther similar laws, statutes or
maintain the Premises in good
to be made by Landlord under
Xtutes and spputenances) with
nsihleforr, and upondemand by
(a) activities of Tenant or any
timis made by or for Tenant or
/'in or about the Building or the
(as defined in the Work Letter);
or the Project by Tenant or any
d'isolc�atmsh'uction obligatiotrtiindci thi;Lease is set tbrth in the Worktetter. Except as expressly
c no rcucsen)al(pn or warranty for r"elarit and hays no obligation ttlahor, remodel, improve, renovate,
• the Protect or any �porUori'theieul, Tenant Battier acknowledges _and agrees that no representations
tilding or the Project havebeen male by Landlord to Tenant except as specifically set forth in this
10.2 Landlnd's Consent, (ondityas.< bYcept"for'Perrvitled-Atteialwns, Gnnarnt'sliall not make any Alterations (or allow or permit
any Alterations to be made) without first obtaining the prior written consent orLanc(fuW which consent shall be requested in writing not less than
filleen (15) business clays prior to the scheduled and actual commencement of any work therein. All such Alterations: (a) shall comply with all
applicable Laws, (b) shall be compatible (as determined in good faith by Landlord) with the Building and all Building Systems; (c) shall not interfere
With the use and occupancy of any other portion of the Ruilding or the Project by any other tenants or their invitees; (d) shall not be visible kom the
exterior or the Building or lironh any Common Arces: and (c) shall not and ct the integrity of the structural portions critic Building. In addition,
Landlord may impose as a condition to its consent to any Alterations, such additional requirement's as Landlord in its sole discretion deems necessary
or desirable (including, without limilution, a requirement for Tenons to obtain (or require its contractor to obtain) a completion and lien indemnity
bond prior to commencement of any Alterations). Within tea (10) days of written demand therefor, Tenturt .shall: (i) reimburse all costs and
expenses incurred by Landlord because orTen:ntt's Alterations and (11) shall pay Landlord's supervision fee in an a nount equal to ten percent (10%)
or the cost of' the Alterations in question (provided Ihal an supervision I'ee shall be payable with respect to Permitted Alterations), Tenant and
Tanum's conn'actors shall comply with such consU'uction rules and regulations and building slundarck as Landlord may promulgate from Lime to
got 14'Cinir Ceraur Ur—Qi, of,Santu Inn Lease -9-
time. All direct and indirect costs relating to any modifications, alterations or improvements of the Project or the 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 Alteration requested or effected by Tenant
shall be borne by Tenant; and in connection therewith, Landlord may elect to perfomh such modifications, alterations or Improvements (al Tenant's
sole cost and expense) or require such performance directly by Tenant
10.3 Performance of Alterations 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 (tad so as not to interfere with any other tenants or occupants of the Project), and in
compliance with any plans and specifications therefor thatare approved by Landlord, any and all conditions imposed by Landlord thereon, oil
applicable Laws, and the 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 why portion of the Common Areas in connection with the making of any Alterations, and
Tenant shall not modify or alter any improvements or components of the Building or the Project outside of the Premises. Upon completion orally
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 of AutoCacl
10A No Liens. Tenant shall pay when due all costs for work performed and materials supplied to the Premises. Tenant shall keep
Landlord, the Premises, the Project and Tenant's leasehold interest free from all Encumbrances, including, without limitation, any of the same
relating to the Alterations or any otter work performed for, materials famished to or obligations incurred by Tenant, and Tenant shall indemnify,
defend and ]laid harmless Landlord, the Premises and the Project of and from any and all Claims wising out of or related to any Encumbrances.
Tenant shall satisfy or otherwise discharge all Encumbrances within five (5) business days alter Landlord ratifies Tenant in writing that any such
lien, stop notice, claim or encumbrance has been tiled. Tenant shall give Landlord not Jess 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 the 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 (other than any Leasehold Improvements that 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 Leesehold Improvements
designated by Landlord to be so removed, and shall restore, patch and repair any 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 the applicable Tenant Party), and upon the expiration or earlier ternation 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. If Tenant falls 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),
at, appropriate the same for itself, and/or sell the same in its discretion, with no liability to Tenant (or the applicable Tenant Pauly).
ARTICLE I -TRANSFERS
11.1 Restriction: Permitted Subleases.
1 LI.1 Restriction. Except as provided in Section 11.1.2 below, Tenant shall not, either involuntarily or voluntarily or by
operation of law or othe",vise, make or permit ally 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 shall be null and void. Notwithstanding anything contained in this Article I 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 o• 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 any such purported lease, sublease, license,
concession orother agreement shall be absolutely void.
1 LL2 Permitter) Subleases. Notwithstanding die foregoing, Tennnt 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 connectionwith any proposed Approved sublease to any Approved Governmental Entity, by using commercially reasonable efforts to
comply with the State Requirements specified in Exhibit'V attached hereto. Any sublease permitted without the consent of Landlord under this
Section H.1.2 (a "Permitted Sublease") shall not be subject to any the requirements, restriction or limitations set forth in Section 1 1.2, Section 11.3,
Section 11.4. Section 11.5, or Section I1.6 below
11.2 Notice to Landlord. If Tenant desires to make a Transfer (other than a Permitted Sublease), then Tenant shall submit to
Landlord: (a) a Proposed Transfer Notice at least twenty, (20) business days (and not more than one hundred eighty (190) days) prior to [lie effective
date of the proposed Tmusfer, and (b) four (4) originals ofthe proposed assignment or sublease or other Transfer document on it Gan approved by
Landlord. and four originals of the Landlord's Consent to Sublease or Assignment and Assumption of Lease and Consent executed by Tenant and
the proposed 'IYanste'ce. If Tenant modifies any of the material terms and conditions relevant to a proposed Transfer specified in the Transter
Notice, Tenant shall resubmit such Transfer Notice to Landlord fur its consent. Following delivery ora Transfer Notice, Tenant shall addldonally
provide such other information or materials with respect to the proposed Transfer and/cr Transferee as Landlord may reasonably request. includin,.
Without linhilationt. credit reports, business plans, operating history, bank and character references.
113 landlord's Recapture Rights; At any time within twenty'(20) business days after Landlord's receipt of all of the information
and dneumen[s described in Section 11,2, Landlord may, at its option, in its sole: and absolute discretion. by written notice to TennnL elect to: (a) in
the case of nproposed sublease, sublease the Premises or the porlion thereof proposed to be sublet by Tenant upon the same terms as those ofrered to
the proposedsubtenant; (b) in the case of a proposed assignment, take an assignment of this Lease upon the same terms as those ofTered to the
80114'Mte Cenlernr-C/rpufSana A)la LOOM -to-
proposed assignee; or (c) terminate this Loose in its entirety or as to the portion of the Premises subject to the proposed Transfer, with a proportionate
adjusmient in the Rout payable hereunder ifthis Lease is terminated as to less than all of the Premises, For the avoid once of doubt, this Sect! oil I L3
shall not apply to any Permitted Sublease.
1 IA Landlord's Consent: 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 to 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 faith judgment: (i) the proposed Transferee does not have the financial strength (taking Into
account all of the Transferee's other actual or potential obligatigti alnd liabilities) to pertbi m its obligations with respect to tine proposed Transfer (or
otherwise does not satisfy Landlord's standards for financial sta(hdirl&with respept-to teneats`under direct leases or comparable economic scope), (ii)
the proposed Transferee is ora character or rVartationorengagaSl„(n,u-businass•wlti&h i$ not cansistenl,with the quality of the Project or the business
and operations of the proposed Transferee aretiot ofcoinptirab]a quality to the business and operations being conducted by direct tenants of Landlord
in the Project or (iii) the use of the Proad ses; the" uildmg or the Project by, the proposed Trmisferce would' (A) significantly increase pedestrian
traffic in and out of the Building and/or the Projcct,`(B) generate increased iollgrillg in Common Areas, (C)inarease security risk, or (D) require any
alterations to the Building or the Project to comply wtlli applicable Laws` (bj-the pmpgsed Transferee has the, power of eminent domain, is a
governmental agency or an agent �ecy,or aubdivislah of o foreign govemriient; (c) the proposed 1f ansferce intends to use arty part of the Premises for a
purpose not permitted urtder,this Lease; (d) oil the proposed Transfereq, or any person which directly or -Indirectly controls, is controlled by, or is
under common control with the proposed Transferee (i) oodupies' 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 apace in die Project or (ii) is a direct competitor of Landlord; (a) an
Event of Default then exists; (0 the,pi`oposed Transfer would cause Landlord to lie in violationof another lease or agreement to which Landlord is a
party or would give an occupant d the Project a right to cancel or modify its lease; (g) any ground lessor or mortgagee whose consent to such
Transfer is required1l its to cotsa"tit thereto; (h) the terms of the proposed Transfer will allow the Transferee to exercise a right of renewal, right of
expansion, right of first o(iilr, orother similar rights held by Tenant (or will allow the Transferee to occupy space leased Iby Tenant pursuant to any
such right); (i) the proposed Transfer would be on economic ternis (based 9p4n affective rental rates) more favorable to die Transferee than the
economic terms then being accepted-byLandlord for comparable direct leashfg transiictlons'in the Project; at-Q) the proposed Transfer would result
in more than three subleases per each full floor of (lice �rcmiscs,being, in effect at any time duringthe Tenn., For, the avoidance of doubt, this
Section 11.4.1 shall not apply to any Permitted Sublease
' 11.4.2 Notwithstanding anything to tho'contraryin,tbis Lease, if Tenantor:aay proposed'Fratisferee'claims that Landlord has
unreasonably (withhold its consent or otherwise acted in a manner not permitted under this,, rticic I I thenlhe sote.remedy of Tenant and such
proposed Transferee if -silent (claim is 'determined by a court of competept'jurisdicuon to be suceessftiltshall be a declaratory Judgment and an
in)unclon for{he rEliefsougnt wlthaut day i eineta•y damages or other iat ainiiryrelief, To the`maximtnn extent permitted by Law, Tenanht and each
proposed Traiisfuree hereby waive any and all other remedies„igb(iptllai ,'WUhoul ljmltation,•tnhy right et'law or, dquity.to terminate this Lease with
respect to any such claira. Tenant shall indemnify defend, protect rind )cold h`anide4s 1.nndlo'rd from any end all Claims nin rolving or asserted by any
third party mr pates (including without hntitiltion;Tcnant's proposed 'fraiste'cc endlor any broker represennng'fenant and/or such` Transferee in
connection with a proposed Transfer) claming they were damaged by Landlord's wrohgfu'C'withholding or delaying of consent to any proposed
Transfer or other breach of this'A idle I1 +-T¢dant acknowledges that Tenant's rights under this Article I I satisfy the conditions set forth in Section
1951.4 ofthe California Civil Code -Mill tespec[ to,the-nvailabtlity`to Lanndlord ofcerlu±n remedies'tor a default by Tenant: under this Lease.
11.5 franafer4rC1Jis. Subject,to the provisions of this Article -I I if Landlord consents to anyTrans tor (other than a permitted
Sublease), Tenant skull pay to faindla•d fifty percent (50%) oP an^y Transfer Profits. Tenant shall provide Landlord with a detailed statement selling
forth the calculation oEany Transfer Prdfits Ilia#_Tenant eitheh^has or ivll'dcrive from a Transf"er. Landlord or its rep•esentativeshall :have the right at
all reasonable times tti`audit tie books and reooris ofTenan`t."wish raspeot,lo the calculation or"reansfor Profits. If snob inslaectiom reveals on
undenpnymen[ Gy Tcnnryt of Trans['cr Pr'gl1w,'enant shall pay to Landlord the deficiencyand the cost of Laiidlord•s audit within ten (10) business
days after its receipt of the results ot'suclt audit: Fori,he avoidance ofdoubt, this jScotian 11.5 shall not apply to any Perm'tltcd Sublease
11.6 landlord's Gosts, Wf[h respect",to each Ti'nnstch fotboi (brie a Perniitled Sublease) proposed to'be consummated by Tenant,
whether or not Landlord shall grant, consent, and whether ar nm Lrvrcdlord s cuasent shall,be9t,go%ed, Tencum shall, within ten (10) business days
alter written request by Landlord, rolmljugse a4.of Lahtllai d s (tavCdw l xpcd5i'.'s;i'u atin'g(o such proposed Transfer. For the avoidance of doubt, this
Section 11,6 shall not apply to any Pernittad-Sublaaise'
c
11.7 Cantinuins Liability of 1 enmrt.',Nolwithstendmg the Consummation or,.anouptcd•'consummation or any Transfer under this
Article I (including, but not limited to, any assignpientot this Letyg , `iengdf slial-Ircuiaim t-.i fully acid primarily liable for the payment of Rent and
for the performance of all other obligations of the "'te flirt' contained m this ( ease to diasrm4extem us i f the Transfer had not occurred. Any act or
omission of any Transferee that violates the terms of this Lease shalt b� dtelrTwd'e"delauh by Tenant under this Louse. and billowing expiration of the
applicable notice and cure period, shall be deemed ao I vmt of Default, in which case. Landlord may proceed directly against Original Tenant (and/or
any orits successors as the "Tenant" hereunder) without the necessity orcxhausting its remedies against such Transferee (notwithstanding the fact
that the Original Tenant (and/or any of its successors its the "Tonal" hereunder) may have assigned all of its right, title and interest in this Lease).
Leadlord may consent to subsequent Trns1•ers or this Lease with Transferees ol'Tenant, upon notice to Tenant. but without obtaining its or their
consent thereto. and such action shall not relieve Tenant of its liability under this Lease.
11.8 Non -Waiver. 1'he consent by Landlord to any Transfer shall not relieve Tenant, or any Person claiming through in, under
Tenant, of the obligation to obtain the consent of Landlord. pursuant to this Arlice, I I, to any limllher Transfer. Following uny Transfer, Landlord
may collect Rent from the Transferee without waiving any rights hereunder, and collection of the Rene front a Person other than Tenant shall not be
801 lV Cirie C'enwer Dr —Go, nfSantn.-f art Leze - 1I-
deemed a waiver of any of Landlord's rights under this Article 11, an acceptance of any Transferee as a tenant of Landlord, or a release of Tenant
from the performance ofTenant's obligations under this Lease.
AR'1'ICLC12 SUBORDINATION AND ATTORNMENT; ESTOPPEL CIERTiEICATES•FINANCIAL STAI"Emli
12.1 Subordination and Attornment.
12.1.1 This Lease, and the rights and interests of Tenant hereunder, are and shall be subordinate to all Security Instruments
which now or hereafter constitute a lien upon or effect the Prgjcct, 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 effecting such subordination. In addition, Landlord shall have die right to subordinate or cause to be subordinated any such
Security Instruments to this Lease, and in such case, in the 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, attom to and become the
Tenant of the successor in interest to Landlord atthe option of such successor in interest. Furthermore, 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 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 foot 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, end Tenant shall, within five (5) business days of demand therefor execute any
instruments or outer documents which nnny be required by Landlord or the Holder of oily such Security Instrument to evidence die attorament
described in this Section 12.1, L
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 cost or expense 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 within ten (10) days
following Landlord's request therefor.
12.2 Estonnel 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 has been requested by Landlord or oily
current or prospective purchaser or current or prospective Holder of any Security Instrument, including, without limitation, that: (a) this Lease is
unmodified and in full Force and effect (Cr setting forth oily 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 outer facts for which certification
is reasonably required by Landlord or customarily required by any prospective purchaser art Holder to which such estoppel certificate is being
provided. The form of the statement attached hereto is Exhibit "I" is hereby approved by Tenant for use pursuant to this Section 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 tint this Lease is in full force and effect without modification except as may be represented by Landlord in any such 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 oily assignee of any such encumbrance upon the Building or die Project.
12.3 h`rnviciai Stafeiifenfa At any time during'lhe Term,'PcnahT-s6all, tipri'five (5) business �iiys' pro• notice Pram 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 the 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—CASUALTY; TAKING
13.1 Casualty
13.1.1 Repair of the Premises. Tenant shall promptly notify Landlord in writing (a "Damage Notice") of Only 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 from any Casualty ("Casualty Damage"), subject to reasonable delays for insurance adjustment or other
matters beyond Landlord's reasonable control, and subjectto all other terms of this Section 13.1, begin to repair the damage to the Project and the
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 the same condition as it existed before such Casualty, except for modifications required by applicable Laws at -
covenants, conditions and restrictions, and modifications deemed desirable by Landlord; provided, however, that Landlord shall not be required to
repair or replace any or the Leasehold improvements or any of Tenant's Personal Property (all of which shall be promptly repaired, restored and/or
replaced. by Tenant). Landlord shall have no liability for ally inconvenience or annoyance to Tenant or injury. to Tenant's business a$ a result orally
Casualty, or the Restoration, regardless of the cause therefui. Base. Rent, kind Additional Rent payable under Sections 4.2 and 4 3,.shall abateit and
to (lie extent Tenant ceases to occupy it material portion or dhc Premises that was damaged by a Casually and rendered unfit for occupancy (ror the
Permitted. Use) as n result thereof: for the period of little commencing on the date Tenant vacates such danaged portion of the Premises and
continuing until the Premises Restoration is substantially complete (as reasonably determined by Landlord); provided, however, that such abatement
shall be limited to ilia proceeds of rental, interruption insurance proceeds with respect to the.Premises slid such Cosgaltycolleewd by Landlord.
13.1.2 Exceptions to Landlord's Miamians. Notwithstanding anything to the contrary contained in this Section 13A,
Landlord shall have no obligation to repair the Premises and shall have the right to terminate .this Lease in any case where: (a) any potion or the
Premises or any material portion of tile Project is damaged. and (b) any of the following conditions exist' (i) Landlord estimates in good faith that the
Restoration cannot reasonably be completed (without the payment oCovetime).within one hundred eighlv,,(I80) days of Landlorel's;discovery orthe
Sol l p'Clrrc CenlerDf—Cio+njSaern, l an Lease • 12•
t
Casualty Damage, (ii) the Holder of any Security Instrument requires any insurance proceeds with respect to such Casualty Damage to be applied to
the outstanding balance of the obligation secued by such Security Instrument, (ill) the cost of the Restoration is not fully covered by insurance
proceeds available to Landlord and/or payments received by Landlord from tenants, (iv) Tenant shall be entitled to an abatement or Rent under this
Section 13.1 for a period of time 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 Term (disregarding Extension Terms, if any). Such right of termination shall be exercisable by Landlord by delivery of
written notice to Tenant at any time following the Casualty until sixty (60) days following the later of: (A) delivery of the Damage Notice or (B)
Landlord's discovery or determination of any orthe events described in clauses (i) through (v) oi'lhe preceding sentence, and shall be effective upon
delivery of such notice of termination (or if Tenant has not vacated the Premises, thirty (30) days thereafter).
13.1.3 Waiver. Landlord and Tenant agree that the 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,-wituutlfmdation,.,$ections 1932(2) and 1933(4) of the California Civil Code,
as amended 6om time to time).
13.2 Taking If the whole or a motdfjplporilm of the Premises, the Building ei•.the
domain, or sold to prevent the exercise thereof (collectively,_ a `tTaking"), this Lease shall autor
transfer of title resulting from such _T,aktg-of line date of transfer of possessioq.fusulting frorn�sm
Taking of such portion of die Protect,,- the Building or (hP'lyt fils'es as" sha'1t, fh tlte'dpin(uni of
operation thereof, Landlord iray,terminate this Le@so upon thirtyf(30) days varitten,nojica:10
following die Taking Date.; IN portion of the 'premises is 'so taken airs dinstease is.not terrnIna
and at Landlord's cost (to -the extent or,the ondenmation awaid`received'by Landlord), proceel
covenants, conditions 'ansd` reatriadan5'Iheai applicable to the Project) the Premises (other
Improvements that are not ,consiatepr:with then Building Standards) to a complete, functioningruj
reduced proporuonafely tuned ontdui portion of the Premises so taken. Except" -as expressly prov
for any Taking shall belong to Laddlord (without deduction for any estate or interest of Tenant);a
pursue a separate award for dialogs of, or damage to, Tenant's Personal Property and Tenant's.
(but Tenantshnll,not otherwise assert any claim against Landlord or die co)adamning author'it`
Building or die Project (or any portion, �rereof) for alpetlod of less than tw6;(4tindred seventy i
this Lease. or entitle Tenant to any abatement of the.F.ent payable,o Landlord under this leas
Temporary Taking shall belong. to Tenant, but only to the gx.tdavdiat thq awnrd applies to rani
Section 13.2 shall be Tenaril's•sote and exclusive vnnedy in Yhejla'eot of A Taking -j'SSd l party
and 1265.150-cFthe Cal ifmmia Code of Civil Procedure and ale provisions of any Successor or ad
+A�JJCLF 14—YNDE41NIFiCATTON ANDIN
14A Waiveroff.,i
all claims afid causes oration i
limitation; less of profits, and int
including; without Ilmitadpa to
or disturbance, water, rain or sno
sleet or sub -surface or front any
hold harmless Landlord and earth
attributable to: (a)the use or tier
Party, (c) any default of this Lea
shall not be required to so indem
out of the gross negligence or wit
14? Insmriuy. At all times t
policies described in Ex hint `i aunched he
"C". Landlord makes no representation that
protect Tenant against Tenant's tuid't:gakings'
under this Lease is insullicicnt, at its o4yu exp
any
I atl'all of the other- jnf
,)'In any way relating to '
ng plaster, steam, gas, air
any part the Building or t
I be taken under the power of eminent
innate as of the earlier of the date of
he "Taldng Date"). In the event of a
ubstantially interfere with Landlord's
n at any time within sixty (60) days
idlord shall, with reasonable diligence
(to the extent permitted by Laws and
's .Personal Property and Leasebold
Base Rentpaysblehereunder shall be
e hn this, eot on 3.2,Ahe entire award
rant shall be entitled to independently
sts directly associated with the Taking
g a any portion of the Premises, the
'Tcmpornry Taldng",)shall terminate
iowevv, that any award for any such
during the Term of this Lease. This
a the provisions of Sections 1265.130
7 import.
antraryherein, Tenant hereby waives
rmas or property (including, without
Pyemiscs"from any cause whatsoever,
ty,' electrical or electronic emanations
t or plumbing works-orfrom the roof,
. shall iildininify, defend, protect and
are'octa'sioned by of are in any way
or onnisaions of Tcatint or any Tenant
in or other proceedings between Tenant and any Hurd party; provided that Tenant
any of die other Landlord parties harmless to the extent that any such Claims arise
igents'or employees.
niS.Lease, Tenant Shall:::(0) procure aid maintain, at
as
of
ease, the insurance
set forth in Exhibit
"a" is adequate to
: coverage required
14.3 11'ainer ol'Suhriiantin �Itltwlt slandiog any provision ol't is Article ld to the. Cudlr•t{ry, 'Landlord and Tenant intend that their
respective properly, damage loss risks shall be bdrne"by dneir respective insurance carrierst6"the oxtent of the property damage insurance that each of
Landlord and Tenant are required to carry under 13,34 bat `CT', an�.,excep( as expressly-"prtS'vitled atheiwise in this Lease, in the event of a property
loss. each of Landlord and Tenant hereby agree to look'ablely for and seek recovery only from; their respective property damage insurance carriers to
the extent thul such property loss is orn type that is covered by the property damage insurance it is required to carry under Exhibit "C". As long as
such waivers or subrogation are reasonably available, each of the parties hereto hereby waives all of its rights and claims against each of the other
parties hereto (or such losses. and provided such waiver of subrogation shall not affect the right of such party as the insured under its property
damage policy (or policies) to recover thereunder, walves all of the rights of subrogation of its property damage insurers. The parties hereto further
agree than, so long as uo material additional premium is charged therefore, their respective property insurance policies the now, or shall be, endorsed
such that the foregoing waiver of subrogation shall not affect the right of the insured to recover thereunder.
Aft"l 'LE li— EVENTS OF DPFALILTAND RFNI EDIES
15.1 k;venls of Default tiv Tenant Tile occurrence of anv of the fullowing shall Constitute a n uCrlal del•Oult and breach or lh1.S
Least: by Tenant (an "Event of Default'):
801 Pi, Civic Leave .13-
x�
15.1 J Any failure by Tenant to pay any Rent or any other charge required to be 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 of Tenant to take occupancy of the premises within thirty (30) days of the
Commencement Date (It being agreed that the fact that any of Tenants Property remains in the Premises shall not be evidence that Tenant lies not
vacated or abandoned the Premises),
15.1.3 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,
MIA The failure by Tenant to observe or perform any other provision of this Lease to be observed or perfomhed by Tenant,
other [halt those described In Sections 15.1.1. 15__;_1.2 and 15.1.3 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 within the twenty (20) day period and thereafter diligently prosecutes the same to completion.
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 Caen made or
furnished.
15.1.6 The assignment, subletting or other Transfer, or any attempted assignment, subletting or other Transfer, of this Lease in
violation of Article M
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 any general partner of Tenant seeldog 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 trustee, receiver or liquidator of Tenant or any
general partner of Tenant or any property of Tenmrt or any general partner of Tenant, (e) a 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 as they
become due.
15A.8 The default by any guarantor of 'tenant's obligations hereunder under any guaranty of this Lease, die attempted
repudiation or revocation orally such guaranty or the participation by any such guarantor in any other event described in this Section 1.5.1 (as if this
Section 15.1.8 referred to such guarantor in place of Tenant).
15.1.9 Any default that continues heyond the applicable notice and 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 sty 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 occurrence of any 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 1 of Exhibit "IT attached hereto, each and all of which shall, subject to applicable low, be cumulntive and nonexclusive (and all
orthe other provisions of section 1 of Exhibit "H" shall apply to an Event of Delault by'renant hereunder).
ARTICLE 16—LANDLORD DEFAULT: LANDLORD'S L1A1311,ITy
16.1 Landlord Defantt. Landlord's failure to perform or observe any of its obligations under this Lease shall constitute a material
default by Landlord uinder this Lease (a "Landlord Default") only if such failure shall continue for a period or thirty (30) days after Landlord (slid
each Notified Party) receives written notice from Tenant specifying (and describing in reasonable detnil) the alleged default (and identifying the
applicable Lease provision(s)); provided, however, that if the nature of the default is such that it cannot be cued within the thirty (30) day period, no
Landlord Default shall exist if Landlord (o• any Notified Party) commences the curing of the applicable default within thirty (30) clays tolluwing its
receipt or Tenant's default notice and thereafter diligently prosecutes the same to completion. Subject to the remaining provisions of this Lease,
following the occurrence orally Landlord Default, Tenant shall have the right to pursue any remedy available under Law for such Landlord Default
by Landlord; provided, however, that in no case shall Tenant have ally right to temninale this Lettsc on account crony such Landlord Default.
16.2 Landlord's Lease Undertakings.. Notwithstanding anything to the contrary contained in this Lease or any other Lease
Documents, it is expressly understood and agreed by and between the parties hereto that:. (a) due recourse of Tenant or its successors o- assigns
against Laudloid (and the liability of Landlord to Tenant,its successors and assigns) with respect to: (I) any actual or alleged breach or breaches by
or on the part of Landlord. of any of Landlord's Lense Undertakings in (ii) any mauler relining to Tenant's use or occupancy. of the Premises shall be
limited to an amount equal to the lesser of. Is) Landlord's equity interest in die Building and (y) the equity interest. Landlord would have in the
Boildina irtie Building. were encumbered by Independent secured financing equal to el.bty, percent (80%) of die value of the Building; (b) Tenant
the extent or Landlords equity interest.in the Buil lipg(to the extent .provided above), all personal liability or personal responsibility crony son with
respect to tiny of Landlord's Lease Uncerinkings or Oily alleged breach thereof is,cissumed by,.ol- shall at any. time he asserted or eulbrceable against.
801 14Ch:ic Cena r Dr—Ciht nfSaahrAnn Lease - I d-
Landlord or any of the other Landlord Parties, and (it) at no time shall Landlord be responsible or liable to Tenant for any lost profits, lost 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 other 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 that are to be performed 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 of 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 of
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 any orthe parties to this Lease.
17.1 Notices, All notices, requests andkr'dammnds which I andl4d arlenant may be required, or may desire, to serve on the other
(or any Holder) shall, except as expressly provided.,otherivise herein, be in writing pod may be, served;==ps an alternative to personal service, by
mailing the same by registered or certified mail, postage prepaid, or by a reputabl8bvernightcoarieY service, -which provides evidence of delivery,
addressed to the Landlord at the address for Lmtdlord set forth id,_ t2 2 of.tlte_Basic Lease Provisions and to Tenant at the address for Tenant set
forth in Item 11.1 of the Basic Lease t3rovisidos, or, from and ufter`th'c Cofnme 6eraemJ)4te, to the Tenant at the Predtises whether or not Tenant has
departed from, abandoned or va`cated,the Preumisca,- io- addressed to such olhor dddresa or addresses as either Landlord or Tenant may from time to
time. designate written notice tathe$thei Any Su6li notice, request. of dnmand shall be doeniad to have been served at Cie time the same was posted.
17.2 Bralcors. The pardes'reeognize as the broker(s) who procured this Lease, the fhrai(a) specified in item 9 of lice Basic Lease
Provisions and agree thnt'Landlord shall be solely responsible for the payment of any brokerage commissions to said broker(s), and that Tenant shall
have no responsibihit'y,ihetefor unless written provision to the contrary has heart made a part of this Lease. If Tenant has dealt with, ally other person
or real estate broker in respect ia4pasing, subleasing or renting space in the Building, Tenant shall be solely mspdnsible for the payment of any fee
due said parson nffirth and Tetlahhshall protect, indemnify, hold harmless and defend,Landlord from any, -Claims relating#hereto. .
v:
17.3 Ripjtts ifcserved by Landlord.
17.3.1 Entry by [ nndlord Landlord may;enter the Pr6ntises at all reasonable times to:,(a) inspect the same; (b) exhibit the
some to propeadve purohnsets 1anders or tenants;'(a) cknerotillli 1<vhather Tenam is complying with all of its pbligntioris; under this Lease; (d) supply
janitorial ai d'othe• sat•ttiaes_[o,ire pcovidad by Landlord to,Teaadt irtid"ar this Lease; (a).Posit, notices Of nomm'sPoegibilny; (a) exercise any of
Landlord's highu or perform any of Landlord's obligations under thus Lease; (f) make repairs or improvements in a'- IQ the Project or the Premises
(provided, (lo(vever, thatahstich�wdrk shall be done d5°promptly as reasonably possible and swas.to, cause its little interference to Tenant as
reasonably possible) or.(g) for day- other. reasonable purpose. Tenant hereby yvaives any claim for damages far,any. in or or inconvenience to, or
interference with;'Tanant's business, any Joss call ancy or quiet ealoymont of the Premises or any outer lcaa occasioned by such entry.: Landlord
shall at all (lines have arid retain a key With wlntalt;to egilock ail of the door4ln,.on or about Prcmises (excli ding'TenanCs vault's, safes and similar
areas designated by Tenant ni writing in -advance), and •Landlord shall have the fight to use any and all means by which Landlord maydeent proper to
open such doors to obtain -entry fd'tbe Premises end any entry to the Premises obtained ,by to-mhord by any such,�means, or otherwise, shah not u older
any circumstances be deeiied or construed to be a forcible or unlawful envy into or a daindner af,dte Premises or an eviction, actual or constructive,
of Tenant from any part ofihePremises-Srich en(rtytby, Landlord`sliall tint act' as a telmmatioh oF'enant'sduties under this Lease, If Landlord shall
be required to obtain entry by means other than a key provided by Tenant, the cost ofsuch dnpyshatl be payable by'lOtiant to Landlord-
'1.7.3.2 ltlefrt (o Lc use; Proicet or Budding Npnre and Signaji, Laimdlgrd reserves the absolute rightto. (a) lease space in
the Project and to create such other — tenpncies'in the Project as Landlord, in its sole business judgment, shall determine is in the best interests of the
Project; (b) to eitmige'the name or street address of the 6tioditiei and/or die ,Project; and (c) to fifstall, affix and maintain an and all signs on the
exterior and on the interior of the BQilduSg and/or the Project as Landlord may so desire, in its sole discretion. LandloSd oes`not represent and
Tenant does not rely upon"any specific type or no{llbe`r of tenants occupying any space in the Building pr the Project duflgg-the Teri of this Lease.
Tenant shall not, without`the prior written callseni afi.andittrd, use, the name of"the Building and/orjlie Project, or ally pl-Cft t'es or illustrations of the
Building and/or the Project, in Tenant's advetlshlig-or in any other pobiicily, acrid to the extent [list Landlord grants snieltz"onsent, shall refer to the
Building and/or the Project by the orune designate il,by Lialiflprd
17.3.3 The Otlteu ouirovehients. if portions of` thi:�Pinject or pripeity udjacaitt to he, I) (collectively, the "Other
Improvements") are owned by an entity athc(thnn Landlord, Landlord, at its option, In its sole and absoltne discretion, may enter into an agreement
Willi the owner or owners of oily or all of tine OI elir'b to, cmcilts�to provide; (a) For mcritir',pcaf rights of,aceess and/or use of the Project and the
Other Improvements; (b) for the common tnadage 1 eht opeiafimr "mmittlatianae; itmy>r'gveirient and/dr repair of all or any portion of the Project and
the Other Improvements; (a) For the allocation of a portion} of clue-Opei•ntlug"; zpensGs to dtie Other Improvements and the operating expenses and
taxes for the Other Improvements to the Project; and (d) tin• the use`ot, Opro4ement of the Other improvements and/or the Project in connection with
the Improvement, constriction, and/or excavation of' the Other fmprovcmeris and/or the Project. Nothing contained herein shall be deemed or
construed to limit or otherwise ul'fect Landlord's right to convey all or nay portion of the Project or any other or Landlord's rights described in this
Lease
17.3.4 Renovation of the Proicet and Other hnnrovementc/Consu•uction of New Improvements. Tenant acknowledges
that portions of the Project and/or the Other Improvements may he under constriction fallowing Tenant's occupancy orthe Premises, and that such
construction may result in levels ormlisc. dust, Obstruction ofaccess. etc, which are in excess oriliat present in a fully constructed project. Tenant
acknowledges and ugrees lint Landlord may alter. remodel, improve and/or renovate (collectively, the "Construction Work") the Building.
Premises, and/or the Project (including, without llmitaliun, by constructing new improvements in Common Areas), and in connection with any
Construction Work, Landlord may. mmung other things, erect scal'I'olding or other necessary structures in the Building, or elsewhere in or at the
801 Leave - Li-
Project, restrict access to portions of the Project, including portions of the Common Areas, or perform work in the Building anti/or the Project.
Tenant hereby agrees that such Construction Work and Landlord's actions in connection with such Construction Work shall in no way constitute a
constructive eviction of Tenant nor entitle Tenant to oily abatement or Rent. Landlord shall have no responsibility or liability to Tenant for oily
injury to or interference with Tenant's business arising from oily such Construction Work, and Tenant shell 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 Other 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 oily claim for set-off or abatement of Rent: (a) to designate and/or approve prior to installation, all types orsigns,.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 riche 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 satne 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 howl upon reasonable advance
notice to Tenant; (c) to change die arrangement of entrances, doors, corridors, elevator 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 the Building or in the Project, provided such exclusive right shall not operate to prohibit Tenant from using die Premises for the purposes
permitted under this Lease; (a) 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; (0 to prohibit the placement of video or other electronic games in the Premises; (g) to have access ibr 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 Stales Post Office and to
discontinue any mail chute business in the Building and/or the Project; (h) subject to Tenant's rights of access under Section 2.1.3, to close the
Building after normal business hours, except that Tenant and its employees and invitees shall be entitled to admission at all times under such rules
and regulations as Landlord prescribes for security purposes; (i) to install, operate and maintain surveillance systems which monitor, by closed circuit
television or otherwise, all persons entering or leaving the Building and/or the Project; (1) to install and maintain pipes, ducts, conduits, wires and
structural elements located in the Premises which serve other parts or other tenants of the Building and/or the Prqject; (k) to retain at all times master
keys or pass keys to the Premises; (1) to modify, change, add to or delete the design, configuration, leyout, size, ingress, egress, areas, method at'
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, auributed hereby to the Landlord to such parking
operator, and (a) to take (mid 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) die reduction and/or
management of traffic, transportation or parking in or around the Project.
17.4 Light and Air. No diminution or shutting off of any light, air or view by any structure now or hercafer erected shall in any
monner affect this Lease or the obligations of Tenant hereunder, or increase any of the obligations of Landlord hereunder.
17.5 Force Maieure, 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 the control of Landlord, including, bun not limited to,
strike, labor trouble, governmental rule, regulations, ordinance, statute or interpretation, or by tile, earthquake, civil commotion, or failure or
disruption of utility services (a 'Force Ndajeure Event"). The amount of time rur Landlord to perfllnn any of Landlord's obligations shall be
extended by the amount of lime Landlord is delayed in performing such obligation by reason or any such Force Majeure Event whether sinhilar to or
different from The foregoing types of occurrences.
17.6 Attorneys' Fels• Coymmine Law; No Counterclaim; Choice of Laws; Waiver of Jury Trial.
17.6.1 Attorneys' Pees. If either Landlord or Tenant shall commence any action or other proceeding against the other arising
out of or relating to, this )..ease or the Premises, the prevailing party shall be entitled to recover fi•om the losing party, in addition to any other relief,
its actual attorneys' fees irrespective of whether or not the action or other proceeding is prosecuted to judgment and irrespective of any court
schedule of reasonable attorneys' fees. In addition, Tenant shall reimburse Landlord, upon demand, for all reasonable nuorneys' lees incurred in
collecting Rent or otherwise seeking enforcement against Tenant, its sublessees and assigns, of Tenant's obligations under this [..ease.
17.62 Governing Law, This Lease shall be governed by, and construed in accordance with, the laws of the stale of
California (without regard to its contliet of taws principled.
17.6.3 Choice of Jurisdiction. Tenant hereby submits to local jurisdiction in the State of California and agrees that ally
action by Tenant against Landlord shall be instituted in the State of California and that Landlord shall have personal jurisdiction over Telmat for any
action brought by Landlord against Tenant in the State orcmiromio.
17.6A Waiver of Trial by Jury. TO THE FULLEST EXTENT PERMITTED BY LAW, LANDLORD AND'ITNANT
EACH EXPRESSLY WAIVE THEIR RIGIiT TO TRIAL. BY JURY IN ANY TRIAL HELD AS A RESULT OF A CLAIM ARISING OUT 01' OR
IN CONNECTION WITH THIS LEASE IN WHICH LANDLORD AND TENANT ARE ADVERSE? PARTIES. rHE FILING OF A CROSS-
COMPLAINT BY ONE AGAINS"I"T IE OTHER IS SUPFICIENTTO MAKETHE PARTIES "ADVERSE"
17.7 OPAC Comnliinl c, ''count represents, warrants and covenants to Landlord: (a) that neither the Tenant nor any person or entity
that directly owns a 10%or greeter equity interest in it nor any of its officers, directors or monoging members is a person or entity with whom U.S.
801 W C'ivlt Center Pr —Cho, q/Sonlet Ann, Lease - I6-
persons or entities are restricted from doing business under OPAC regulations (including those named on OPAC'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 (c) that throughout the tern of this Lease die Tenant shall comply with Executive
Order 13224 and with the Money Laundering Act.
17.8 State Snecitc Requirements.
17.9.1 California Civil Code Section 1938. As of the dale or 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 the subject
premises and determine whether the subject premises comply with all of the applicable construction -related accessibility standards understate law.
Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the lessee
or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested by
the lessee or tenant, The parties shall mutually agree on the, arrangements for the time and manner of the CASp Inspection, the payment of the fee for
lie CASp inspection, and the cost of making any repairs necessary to correct -violations `of construction -related accessibility standards within the
Premises.... -
17.8.2 Californ
25402.10 and the regulations adopted;
respect to the Project, the"Llectrichl,J
limitation, prospective purchasers, lend
("Electrical Energy Use Afscioslrce"
regarding Tenant's cansaimptIon of el
applicable portion thereof'that is meast
any such Electrical Energy Use Dimmi
therefor•: (I) copies of,(or access to) bit
that is measured by dicer in Tenant':
the Premises (or any applfcablehportior
regular operating, hours at the preatis
electrical power oonsurrfed at the Prenhi
17.4 fau• Lmol_ wgill
person shall be subject to=discriminatio
gender identity, AIDS, 1 JV status, agi
17.10 interpretation
counsel in tie negotiation'of tills Loa
fair and reasonable interpretation In i
references and computer highlighting
in this Lease, regardless of the nurul
context may require. Each covenant,
covenants of Tenant, mid not'depow
obligations hereunder; In lie event a
any provision found to. be invalid she
given to any provision hereunder, air
Interpretation rendering the provision
17.11 No Partnership,
construed to create the relations lilp,o
other than landlord and tenant. 'Lap
Claiming through Tenant, and no olhe
agreed that Persons that are Landlord.
16.2 above
5402.10Pursuant
mid (bj`in'order to make such'Electrical Energy Use Nielos
ictricnl power in the Premises flf and' loathe extent that delive
e 'd by a meter in Tenant's name). Accordingly, Tenant agrees
ures,'including, without limitation, by providing to Landlord, i.
Is or other records reflecting the delivery=oreleetrlcal power to
name and/or (ii) other infotmntion (such as without limitation,
thereof), the types- of equipment regularly used at the Premises
s (or any applicable portion thereof)), lun is reasonably requ
too.
California Public Resources Code Section
mg disclosure of energy efficiency data with
to disclose to third parties (including, without
nt orelcctrica) power consumed at the Project
ores, Landlord may need to obtain information
ry of electrical power to. the Premises or any
to cooperate with Landlord in connection with
vithin ten (10) days following Lessor's request
tlheTremises or any applicable portion thereof
17.12 Entire rim cement, AmendnienfnrdesVuis `sue vij of (361in ifionti This Lease contains all of the agreements and
understandings relating to die leasing of the Premises andtlhq obi ga4AAs gfl.an6llorxl and Tenant in connection with such leasing. Laud lord has not
trade, 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 any and all prior agrccrnonts and undersandings between Landlord kind Tenant and alone
expresses the agreement of the parties. This Lease shall not be amended, changed or modified in any way unless in writing executed by Landlord
and Perim. Landlord shall not have waived or released any or its rights hereunder unless in writing and executed by the Landlord, Except as
expressly provided herein, this Lease and the obligations or Landlord and Tenant contained herein shall bind or imre to the benefit of Landlord and
Tenant and their respective successors and assigns, provided this clause shall not permit any Transfr by l'ennol contrary to the provisions of Article
I I. Any obligations of Tenant accruing prior to the expiration of this I.,easc shall survive the termination of this Lease, and Teuant shall promptly
perfmrn all such obligations whether or not this Lease has expired,
17,13 Prohibition Against Recm•dina. Neither this [.,ease nor tiny memurandunh. nflidavit or other hunting with respect thereto shall
be recorded by Tenant or by anyone acting tlu'nugh, under or on behalf orTentnu.
yq l II'C•1 rlr Crnrer Or— Cion('Srunn, I tin Lrn.rr -17-
17,14 Con Cdentin lit y. Tenant agrees that: (a) the teens and provisions of this Lease are subject to the terms of the California Public
Records Act and Freedom of In formation Act
17.15 No Offer to Lease, The submission of this Lease to 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 gild (a) all conditions to the effectiveness of this Lease are satisfied (or waived by the applicableparty); 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
tune and expense incurred by Landlord in reviewing this Lease and Tenant's credit, constitute an offer by Tenant to Lease the Premises upon the
terms and conditions set forth herein (which ofior to Lease shall be irrevocable for twenty (20) business days following the date of delivery).
- 17.16 Author&. If Tenant signs as a corporation, partnership, limited liability company or other similar entity, each of ate 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 hill 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 shalt provide Landlord with evidence reasonably satisfactory
to Landlord confronting 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 Facsft in le 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 on executed copy or
counterpart of this Lease by facsimile or emall shall be legal gild binding and shall have the some full force and effect as if an original executed copy
or counterpart of this Lease had been delivered.
/Signatures Appear on Next Page/
Sol 1f'Cittic Center Dr —Cloy ofStuiln AM, Ua e
I
IN Wl'INFSS WI II. REW. this Lease is herchy exec uled as orthe r1leclive Date.
LANDLORD:
TENANT:
CF SANTANA, LLC. TIIE CITY Oh SANTA ANA,
a Dulnn-am limited ' puiy,._,._.�M1" a Municipal coiporuliun.
By, ._._�. -- ems'
�y: .CI�J
Name: Andrew Osborne Cvpthia.i. Kurtz
Title: Authorize Sign2 or)'
Intotvn,divManner
01
,.
.Name s4lanaF7u➢zar s"—
a
Title, Clerk of t1w Councl)
..
Urective Date: ' . �q it
AYI'ROVCTirAsToFORK., .
% Sonia R C amlho, City,Altorticy i
;
By
a F
_,tt 'W; _ -.IJme SiAnn4 �Acat't'er Au�nn�L_
BIII IV Crta Center Dr—Cio-o f.Sunne Ana lease -19-
EXHIBIT "B"
NOTICE OF LEASE TERM BATES
To:
Re: Office Lease dated , 20_ (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 Drive, Santa Ana, California.
Ladies and Gentlemen:
In accordance with the Lease, we wish
I. The Pt
tern of (i
2, Base P
forth in Item 4 of the Basic
3.
billing thereafter,
4.. ,.
Title:
By:
Name:
'title:
as
cpnim?heed to accrue'i{n in the amount of
ise Prov[sioga3aFiite� �• ,
uncncpmwnt Date is other than the first day o£tlie month, t
fplion ot'the final billing, shall be for the f ill anio7 unt of the in
checks should be made payable to [[Landlord it,the addM
:•'on or has commenced on for a
per month aild.as more particularly set
first b:diing wi11 contain a prp rata adjustment Each
thly itiskallment as provided for In the. Lease.
Specified in- 'I tem 0 a)f titer Basic Lease Provisions] /
801 11'Ch4c Center Dr —City• of SwIta. I nn Lease .I.
Exhibit l3
EXHIBIT "C"
WORK LETTER
THIS WORK LETTER (this "Work Letter") is attached as Exhibit C to that certain Office Lease (the "Lease") by and between CF
SANTANA, LLC, a Delaware limited liability company ("Landlord") and THE CITY OF SANTA ANA, a Municipal corporation. ("Tenant").
This Work Letter sets forth the terms, covenants and conditions relating to the construction and installation of the Tenant Improvements in the Initial
Premises. All capitalized terms used herein not otherwise defined herein shall have the 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 the 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 the
structural, mechanical, electrical, plumbing, HVAC, life safety, and sprinklerwork relating to the Tenant Improvements for the Premises.
1.2 Final Space Plan: Space Planning Allowance. A copy ofthe 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 2$ ,898./5 (i.e., $0.15 per RSF in the Initial Premises). Any
Space Planning Costs in excess of $2,898.15 shall be "Tenant Improvement Costs" and shall be deducted from the Allowance Amount
1.3 Find Warldne Drawines. Based upon the Final Space Plan, Landlord shall cause the 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 the work shown therein and to obtain all applicable Permits therefor, if any (defined below)
(collectively, the `Final Working Drawings"). Tenant shall, within five (5) business days after Tenant receives the Final Working Drawings, either.
(a) approve the Final Working Drawings, or (b) disapprove the Final Working Drawings Plan because a Design Problem exists and return the same to
Landlord showing revisions required to eliminate such Design Problem (or Design Problems). If Tenant fails to notify Landlord within five (5)
business clays 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 shall exist only if the Final Working Drawings are not consistent with the Final Space
Plan. If Tenant disupproves the Final Working Drawings because they contain one or more Design Problems, than Landlord shall cause Landlord's
Architect to make the requested changes thereto to the extent required to eliminate such Design Problems and shall resubmit to Tenant such revised
Final Working Drawings, with the foregoing procedure to be repeated until the Final Working Drawings for the Premises are ultimately approved (o•
deemed approved) by Tenant (as so approved, the "Approved Working 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".
1.4 Changes in the Fiord Since Plan and Anproved Working Drawings. No Changes (defined below) may be made by Tenant.
without the prior written consent of Landlord (in accordance with Section 1.5.1, below); provided, however, that Landlord may withhold its consent
in Its sole and absolute discretion to any Change which in Landlord's judgment are unreasonable or would directly or indirectly delay Substantial
Completion (defined below). Tenant acknowledges and agrees that Tenant shall bear the cost of any Changes that are 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 bereunderwith respect to any portion or coloponent of the Construction Drawings
or the Tenant Improvements shall be granted or withheld on the basis of such standards as Landlord shall establish in good faith from time to time.
Landlord has established (or may establish in the future) Building Standards for the components to be used in the construction or the Tenant
Improvements in the Premises ("Building Standards"). The quality of all Tenant Improvements shall be equal to or of greater quality than the
quality specifications of the Building Standards; provided, however that Landlord may, at Landlord's option, require the Tenant improvements to
comply with specific Building Standards. Landlord reserves the right to promulgate, establish, modify, delete from, and make other changes to the
Building Standards from time to time,
1.5.2 Landlord's review of any matters (including, without limitation, any requested Changes). as set forth in Ih is Work
Letter, shall be solely for the purpose of protecting Landlord's interests hereunder, and shall not imply Landlord's review of the sunnc, or obligate
Landlord to review the same, far quality, design, Code compliance or other like mattes, for the benefit of Tenant or any other party, and Landlord
shall not be responsible Ibr any omissions or errors contained in any such items.
SECTION 2
COST OF THE TENANT Ibt PROVEM EM
2.1 Allocation of Costs: Allowance Amount: Tenant Improvement Costs.
2.1.1 Subject to the provisions, of this. Work Letter. -Landlord hereby grants Tenant Air the Tenant Impruvemer t Costs
(defined below) an nmtiunt (the "Allowance :Amount") equal to 8772,840.00 (i.e.. $40.00 per RSF in the Initial Prenniscs). Tenant shall bear all
SO W Cirie Cemer Dr -CIO, IfSmua Ann Leese Exhibit C'.
r
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 the Allowance Amount ("Excess Tenant Improvement Costs") in accordance with the provisions of this Work
Letter. Landlord shall have no obligation hereunder to male 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 limes Tenant shall pay and satisfy in full on a timely basis all obligations ]'or payment incurred by Tenant in connection with the
design and construction of the Tenant Improvements. "Landlord's Architect" means the qualified licensed architect designated by Landlord fi•om
time to time as Landlord's Architect.
2.1.2 "Ten ont Improvement Costs" means the toIIowijig: (i) the fees of the Architect and the Engineers in excess of the
Space Planning Allowance; (LL) Landlord's customary supervision fee (the "Supervision pee") in an amount equal to three percent (3%) of the total
Tenant Improvement Costs (excluding die Supervision Pee); (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 prcimjalion and1rey ew of the Construction Drawings; (iv) the cost of any changes or
modifications in or to the Common Areas or Base Building when such Changes arc i'ugtnred !it connection with the Tenant Improvements (which
shall include, without {imitation, any modtficatton5'or aiteratroris to3he p,ldI n'(Grovel from/to pu -lie 4;onspodation and public rights -of -way, parking
and restroom areas, that ere required to cause diVasinte to tonipiy with any applIeabte Codes); (v) [he cost of any Changes to the Construction
Drawings or the Tenant Improvements tequirat(Uy Code; (vf) all to of (mr relsling to) eo iii, 1a11 oEtiaerl'enant Improvements (without regard to
the amount of the Bid Estimate or Landlod's estimate of total Tenant 6nprovemenl Costs), including, without
, -limitation, testing and inspection
costs, trash removal costs, parking-feys; ofter;Itgurs utilities tLsage, dnel'oontra¢Cora' fees_and genera( conditions, (vii) tine cost of cable and otter
telecommunications lines installetl.as pm, of t'Ite Te»grtLlm�tr'oyentenis. •nuG'specrC{cahy'eli4igding Sony costs in, eonneetton with the installation of
Tenant's telephone service (which'sliall be seppralely}}{stalled by Tenant's Agents), (viir)ptait check permit fees, license fees, Tite 24 fees and use
taxes; and (Lx) the cost of installing Building 9tanda?d window coverings; and (x)theppsts of the tenant demising walls and public corridor walls and
materials to be Installed dntthe's`ebond flcgrrelating to the drywall and any finishes slid hardware on the Pitmises side of such walls as designated by
Landlord.
2,2 , PaymRat of Excess Tenant Improvement Costs by Tenant. Prior�io comme11 ncement of performance- of the Tenant
Improvements and not later than thirty (30) business days following Landlord's written request therefor, Tenant shall spay to Landlord in cash the
entire Estimated Excess Ten in Improvement Cost (defined in Section 3.2 t below). If at any time during die course ofperforniance of the Tenant
Improvements, Landlord in,
good faith determines that the Excess-Tbnsnt Improvement Costs to be inci la'ed in connection with performance of tale
Tenant Improvements will exceed the amount of aiiy,itimounts ("bapbsits") predloti Il deposited by Tenant with Landlord pursuant to this Section
2,_2, then not, later than fuee (3) business days fallowing Landlgrrl's,+,vcitten request therefore, Tenant shall pity to`Cagdlm'd in cash the amowil of
such excess. Any fmlure`by Tenant to pay tu"handlord any mno'u"t required to,bq paid to Landlord under, Se ion 2.2 (or Under .Seetfon 2.3.2
below) within the time p§riuds specified abo4raliali be treated astailur@ to pay Rant when the- some is due'under the`Lease, and notwithstanding
anything in this Work Lctler or die Lease to die-rtomrary, (�) Landlord shall have the right to require the Contractor (defined below) to discontinue its
performance of the Tendnt Imiiiovemepts until such time as Tenant complies'with the requuemeihts of this. fee I n Q (b) anydelays,associated with
any such discontutuance shall be deemed'%iiant Delays (end shall not, itt any case, constitute Landlord Delays}. and (c) Landlord shall not be liable
to Tenant for any addido tar costs, lost pinflis, lost economic typpt{rturiitias or any Ibrm or eonsequentfal damage which may result fi'bni any such
discontinuance by Landiotd under this SecticiLUZ. -
2.3 Disbuisementt; Reconciliation of Costs. Landlord shall Have the rigihCto disburse the Allowance Amount together with all
Deposits previously made by Tenant (colleetively, the "Tempt Coedit Amount") far anCli TMarot Improvement Costs and in such order as Landlord
shall detenuinb. following final completion of the—Teimn`t Iinppuverri Landlord shall reconcile (the'11 Cost ICcgonciliation") the total Tenant
Improvement Costs incurred or disbursed by" Landlord hpicimder'with the Ten'ort Cnedil Amount.,
2.3.1 if Pic'P.. Cost R.00gncilinCig(t it diocie3 that the total Tenant Improvement Costs incurred or disbursed by Landlord
hereunder exceed the Tenant Credit Amount, Tenant aiiiall pay'in cash to Landlord, the amount of the excess within three (3) business (lays of
Landlord's written request therefor, .
2.3.2 If the TI C"dst Reeoiicdiotion indicates that the Tenant Credit Amount exceeds the total Tenant Improvement Costs
incurred or disbursed by Landlord hereund`ad, thch (a) to the extent, of any; Depositsm _ ade by q'e'uant, Landlord shn)V`promptly return (or at
Landlord's election, credit against Tenant's obligaiion& to pay Rent nexi,coming due} the amount of such excessaDeposRs`to Tenant, and (b) to the
extent that the 'I'1 Cost Reconciliation indicates that Alowance Amount e,xcgpds the total Tenant Improvement Cosst's incurred or disburse(] by
Landlord hereunder (any such excess the e,"llnnjtplled ;:Ulowauce'Amount
").-thett Tenant skull have the right, exatcisable on or before [he lust (161)
anniversary of the Commencement Datum` deliver a-Disbusement Request (together with all of the deer items` described in Section 2.3.1 above)
requesting: (i) disbursement of funds'11-on {tic: Unapplied Allowance Amount for (a) Ton
Out Improvement Costs paid directly by Tenant; (ii)
disbursement of up to $l03r210.00 (i.e., $ID.Op par dt;rli' irf'the Initial 11emises) from die L1"rmpplictl Allowance Amount for PP&E Costs (defined
below) incurred by Tenant; and/or (iii) disbwsententof up to' 9b!30a° (1U (iat.,S3.0Pper RSF�in the initial Premises) from the Unapplied Allowance
Amount for Cabling & Moving Costs (defined below) Ii curred::by;Tgylant;uprovided that, for the avoidance of doubt, Landlord shall have no
obligation under this Sccticn 2.3.2 or otliervvise to: (A) disburse Oily unimut in excess ofthe Unopplied Allowance Amount, (B) disburse more than
the tmiount specified in clause (H) above fix PP&E Costs. (C) disburse more than the amount specific(] in clause (iii) above for Cabling and Moving
Costs, (D) disburse any finds from the Unapplied Allowance Amount for which Ton -wit first requests disbursement oil or after the first anniversary of
the Commencement Date. "pp&E Costs" means costs incurred by 'tenant fix liuniture, lixtures and equipment and cabling fix the i'rentises. and
"Cabling & Moving Costs" means costs incurred by Tenant for cabling installed in the Premises and or for Tenant's nnove into the Premises.
2.3.3 Notwithstanding anything to the contrary in this Work Letter (or in any other provisions of this Lease). if the
Allowance Amount exceeds the Wulf Tenant Improvement costs incurred or disbursed by Landlord hereunder plus any amounts disbursed to Tenant
uoder Section 2.3.2 above, 'Tenant shall not be entitled to any credit against or abutemcni of Rent.
Slit ff'Chlr Center Ur— Cily vfSuats A rut Lease 2 Esh ibitC
SECTION 3
CONSTRUCTION DELIVERY OF PREMISIES• 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 Putty shall have any obligation or liability to Tenant if any Perni t (including, without
limitation, any building permit, certificate of occupancy, m- 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 faith 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 of) the Tenant
Improvements such as fire/life safety, HVAC, 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' my 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 fro accordance with §1770 et seq. of the Labor Code which requires
prevailing wages be paid to appropriate work classifications in all bid specifications and subcontracts.
(b) Landlord shall require the Contractor to furnish all subcontractors/employees a copy of the Department of
Industrial Relations prevailing wage rates which Lessor will post at die job site. For further information on prevailing wage:
httT)•/Iwww.dircagov/dlsy/statistiai research.html
(c) Landlord shall require the Contractor to comply with (and to cause its subcontractors to comply with) the
payroll record keeping and availability requirement of§177b of the Labor Code.
(d) Landlod shall require the Contractor to (and to cause its subcontractor to Lessor/contractor to) make travel
kind subsistence payments to workers needed for performance of work in uccordance with the Labor Code.
(e) Prior to commencement of work, Landlord shall require the Contractor to contact die Division of
Apprenticeship Standards and comply with §1777.5, §1777.6, and § 1777.7 of the Labor Code and Applicable Regulations.
3.3 Delivery of Premises; Substmitial Comoletmn Punch List Items.
3.3.1 Delivery of Premises. Landlord shall deliver the Premises to Tenant upon Substantial Completion of die Tennnt
bmprovements. Subject to Landlord's obligations under this Work Letter (including Landlord's obligations to perform (or cause to be performed) 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
Landlord's other express obligations under the Lease (including, under Section 9.1 of the Lease), Landlord shall have no duty cr obligation to
improve, or pay for any improvement for, the Premises or any portion thereof and'l'enant shall accept the same in its Tennnt shall accept the
Premises in its, then existing condition on the Delivery Date, "AS -IS", "WITH ALL FAULTS". .
3.3.2 Substantial Comi lction. For proposes of this Lease, "Snbstrmtfal Completion" Shull occur upon (and the Promises
shall be "Substantially Complete" upon) the substantial completion ofconstruction of the Tenant Improvements pursuant to the Approved Working
Drawings, as evidenced by a "signell" on the building permit card by an inspector of the applicable governmental authority, (typically the city in
which the Building is located), with din exception of any Punch List Items (defined below) and any tenant fixtures. work -stations, built -fin furniture,
or equipment to be installed by Tenant or under the supervision ol'Conlractor.
3.3.3 Punch List Items. Alter the Substantial Completion by Landlord of the Tenant improvements, representatives of
Landlord, Tenant and the Contractor shall completely inspect the Premises and complete a list (the "hutch List") of all Punch List Items (defined
below). Authorized representatives ofLaindloid. Tenant and the Contractor shall execute said Punch List to indicate theirapproval thereof. Landlord
shall cause the Contractor to complete all Punch List Items described on the Porch List as soon as reasonably possible following [lie approval ol'such
Punch List. As used herein; "Punch List Items" means all items of construction which entail one. or more details of construction. decoration.
mechanical adjustment or installation that do not materially and adversely affect the use and occupancy of any portion ofthe Pierniscs for the normal
conduct of Tenant's business.
RO/ fPCinic Cerrrer Dr- Oijr nfSantu Ana Lease - 3 Lxhibil.0
t
3.3.4 Assignment of Warranties, Efreotive 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 claims 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 LVork Letter. Unless otherwise indicated, all references herein to a "number of days"
shall mean and refer to calendar days. In all instances where Tenant is required to approve or deliver an item, [file written notice of approval is
given or the item is not delivered within the stated time period, at:Landlord'saolc moption, at the end of such period the item shall automatically be
„N,.
deemed approved or delivered by Tenant and the next-succeeding.timu period, connnenae, Except where specific time periods are specified
herein, all references to a "reasonable period," contained h0this Work Letfarshul! mead=e ceasah`able, amount of time to respond to the request or
submission in question, taking into consideration till`,of the circumstances reasonably ielated.Fo `The amount of time required, assuming reasonable
diligence; provided, however, in no case shalhsuoii period liver be less than Ova (5) business days,
4.1:2 TimeDeadlines Tenant shall`ise'lbi best, good kmth,pfFcris and
Landlord's Architect and the Contractor to comQletdill phases of the Constniction'Drawbig§-�iid it
and to achieve Substantial Co)npictfon as sooll,as possible, mid, in that regard, shall meet with Lai
Landlord. to discuss Landtord`s•progres§ irr connection w th the sauce.
4.2
of Tenant orany oFTer
Tenant's approval hemi
(d) any requirement of
or which are difrematI
Final Space Pli1i, the A
the performance orthe'
4.2.
failure (Ibrnny reason i
Letter within, tile'thrid p
employees, contractors
Work Letter; 4r (c) ally
provision of this Work I
edge iveness`ofthe ciai
existence of the claimed
cant Delays: A' Tenant Delay" means any dela
bits, including, without limitation, any of the folic
any breach by Tenant of the provisions of1tilis;P
(or
by Landlord, which pursuant to the t
;onlmo,r &n,the event that Tenant cla
d Doliy, wnthinl three (3) days of its.
as a direct;iindirec
ring. (a) Tenant's
irk Letter or of the
vilieW am' not avail
s,to'die Base.Bdih
Tenant's
due diligence to cooperate with Landlord,
ennittmg process'and to receive the Permits,
rd ion a scheduled basis to be determined by
tea `tenant
e result of
oral,result of any act or omission
ely approve ally matter requiring
ly Chunges'requested by Tenant;
comiereiallny reasonable period,
Willing Systemic required by the
t q`r any orTenanu0s Agents with
of the -following: (a) Landlord's
fiord's approval under this Work
.andlord or of any of Landlord's
f any of its obligations under this
lordDelay. Notwithstanding any
'etrnibshall, as -a condition of the
notily-Landlord in writing of the
' 4.2.3 Fo'&e Nip' care D81:fmeans any=(a) actual delay uwilitnable to any strike, lockout or
other labor or industrial dista banw.e(whedie ornot on the pgrt,ot')Ite"'eloployces of either party hereto) other than ptoy such disturbance caused by or
related to any default or acLivites,o�`Tehanl o'r",any'1'enatit's'Ag4tlts (It claimed by Tenant) or'of Landlord or and nf` Landlord's t}gepis, employees or
contractors (if cluinell by Landlort{)r (b) actual delay caukcd',hy any civil tlistufbance, act of life public enemy, war, lcrrIndia. riot, sabotage,
blockade, or embargo, ((')actual delay.0616utable to hghming,'eardyqualce, tire, stohn, hurricane, tornado,.l}o6a, washout 6r cxplasion, or (d) actual
delay caused by govarningntgl belay ill tlig9ssuance o'itile Perniks not due to the; fault or, dcgdigence of Tell at or any Tell ant (if claimed by
`tenant) or gross negligence as willful Iniscmilluet of W idlord Cif claimed by Landlord). or (e) nay delay due to any other a!! if, cause beyond the
reasonable control of' the pmt� fjam whom pei')ortiiunce is required and beymid the. reasonable control of its cont{aafors and representatives
(includin,;. without limitation in the caase of Tcngnt, ibe Tehamtra:A eats) a Kotwithswndifig a"ny pro`yision of tibl w'ork'f ettcr to the contrary, in the
event that any party cluinis that a has`sui)bred'a Force Matclte'ldalny, sdetttpliriy sl9'tllpas a condition ofrthe at%pti'veness of such Force Majeum
Delay. within three (3) days of discovery of the source of such delay, notify the other party hereto in writing otthe existence ol'such Force Iviniew•e
Delay, the nature ol'the steps being taken bjsueh`party. toininmlize Such dciay"and the prubablc e,tiontled darn' n ofsuch Force Ma core Delay.
,s
5.1 Representatives. Tenant has cesignated DEBORAII SANCHEZ. ECONOMIC DEVELOPMENT SPECIALIST Ill as its sale
representative with respect to the matters set forth in this Work Letter, wha until hvfler notice to Landlord, shall have full authority and
responsibility to act un bell atl'of the Tenant as required in this Work Letter. Landlord has designated T'cd Bischak as its sole representative h\ith
respect to tltc tnallers act Ibrdh in this Work Letter who, until further notice to Tenant. shall have Rill authority and Ivsponslbillty to act oil belialf of
die Landloid as mquircd in this Work Letter
5.2 "Tenant's Tsnt•v into the Premises Prior to Substantial Completion, Provided that Tenant and Tenant's Agents do not
interfere in any respect Willi Contractor's work (or performance of the Tenant Improvements-) in the FluiEding and the Premises, Landlord shall allow
'tenant reasonable access to the Premises of least thirty (30) clays prim to dhc Substantial Completion for the purpose of Tenant installing over
461 il'C hh' Center Dr— 00nJ'Saura, I na Lvase 4 6sh ihit C
rL
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 terms of this Section .2, Tenant shall submit a schedule to Landlord and Contractor, for their approval, which schedule shall detail
the timing and purpose of Tenant's envy and the particular Tenant's Agents involved, and a copy of any governmental permits and approvals
required in connection [herewith. Tenant shall indemnify, protect, defend and hold Landlord harmless from and against any Claims resulting in any
way frmn any such entry,
5.3 Tenant's Agents and Construction Natters. Tenant's Architect, the Engineers (if any) and all subcontractors, laborers,
materialmen, and suppliers retained directly by Tenant (collectively, "Tenants' Agents") shall conduct their activities in and around the Premises,
Building and the Project in a harmonious relationship with all other subcontractors, laborers, moterialnien 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 the, master 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 full all charges of each Tenant's Agents, (b)
shall, on demand fi-om 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 form
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 from 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, to 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 full (and shall cause each of its Tenant's Agents to comply In Fill) with
such construction rules and regulations as Landlord shall adopt from time to time.
5.4 Tenant's Lease 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, has occurred at any time on or before tine Substantial Completion, them (a) in addition to all other rights
and remedies granted to Landlord pursuant to the Lease, 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 that result firm 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.
Rrll lD'OVIC Center or —City nfsanta.41m Lease 5
Csliibit C'
n 9
N
lr
O
SCIILDULE "C-2„
INSURANCE REQUIREMENTS
General Coverages. 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 1 I of the Lease.
Soccial Coverages. The Tenant Improvements shall be insured by Tenant pursuant to Article I I of the Lease immediately upon
completion thereof. All of Tenant'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 in aggregate. primary automobile liability insurance with limits of not less than $1,000,000 per
occurrence, and workers' compensation as required by li giiA n brrnand-with Companies as are required to be carried by Tenant as set forth in
Article I I of the Lease.
Conerol Tarms. Certifioatesffdr all insurance carried pursuant to this Schedule "C�2" shell bedelivered to Landlord before any entry into
the Project by Tenant or any Tenant's Agent, All such policies of insurance must contain a provision [hut the company writing said policy will give
Landlord thirty (30) days prior written nptice.of any cancellation or:lapse•of the -effective date or any reduction in the amounts or such Insurance. Li
the overt that the Tenant lmpnovedhetus are damaged by uny f]'eriaiii'"e Agents dui dillthe course of the constrdetion thereof, Tenant shall immediately
repair the same at Tenant's sole gos4.and expedse2 Tertam's•Agents shall main[ain all aLtliaoiaegAg insurance Iooverage in force until the Tenant
Improvements are fully eomp)e(ed snd accaptUd by Landlord, Al( pblicie's-carried ugdef this Sche ulE`"`C'2 shalt iitsiu•o'l,endlord end Tenant, as
their interests may appear,_.sis well as Ggntrectbr and Tenant's`Agents. All insurance, except Workers' Cenpegsdtion, maintained by Tenant's
Agents shall preclude subrogation claims by the insurer against anyone insured.ihereunder. Sach,igsurance shall provide that it Is primary insurance
as respects the Landiord'ai d that any tidner Insurance maintained by Landlord is`,excess and nphe6aWbuung with the insurance required hereunder.
The requirements of•`tino foi•egomg'i
Letter. nsuronce shall not derogate from the provisf us' for indemn ficatlon of.LaBdlord by Tenant contained in this Work
- . _. ..
801 N,'Ovir Center Dr— Qv ofSmma Ann Ceare I Sch W u le C 2
EXHIBIT "D"
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 orthe Site (Contractor's Work)), Landlord reserves the right at any time to change or rescind oily one or more of these Rules
and Regulations, or to male such other and farther 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 Promises 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 anyone or
more of these Rules and Regulations for the benefit of any particular tenants, but no such waiver by Landlord shah be construed as a waiver of such
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 or any conflict between these Rules and Regulations and the Lease, the Lease shall control.
1. GENERAL, RULES
1. 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 written 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 die exterior of any windows shall be coated or otherwise sunscreened without Landlord's prior written consent. If Tenant
desires window curtains, die some must be of such uniform shape, color, material and make as may be prescribed by Landlord.
4, Without Landlord's prior written 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.
To the event of'renanes violation of the foregoing, Landlord may remove die same without any liability and may charge the expense
incurred in such removal to Tenant. All Building standard signs whether on doors, directory tablets or elsewhere, shall be inscribed,
painted or affixed for Tenant by Landlord at the expense of Landlord, and shall be of a size, color and style acceptable to Landlord.
5. 'file bulletin board or directory of the Project will lie provided exclusively for thedisplay 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 the name of Tenant placed upon
such bulletin board or directory, shall be subject to Landlord's prior written consent (mid 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
request for any reason (except than 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 Tenantrshall pay for the removal of any such listings or representations upon its
departure from its Premises.
G. All doors opening unto public corridors shall be kept closed, except when being used for ingress and egress.
7. '1'enont shall not mark, paint, drill or bo e into, cut or string wires in, lay linoleum or other floor coverings, in, or in any way deface illy part
of its Premises or the Prn_jeeL except with Landlord's prior written consent and is Landlord may direct.
8. All keys shall be obtained I}om Landlord. No additional locks or bolts of any kind shall be placed upon any of the doors or windows by
Tenant, nor shall any changes be made in existing locks or the mechanisms thereof. Tenant must, upon the termination of its tenancy, give
to Landlord all keys pertaining to the Premises and theP%ject, and in the event of the loss of any keys so furnished, 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 change.
4. No window or other air conditioning or heating units or other similar apparatus shall be installed or used by Tenant without Landlord's
prior written consent,
I0. The water and wash closets and other plumbing fixtures shall not be used for any purpose outer than those for which they were constructed
and no s'wt'.epiiigs, rubbish, rags e' other substances sha116c thrmvn therein. Tenant agroes to. prevent the overflow or release of'wacr from
bathrooms or kitchens. including but not limited to toilets, sinks, kitchpn appliances, and other water receptacles.. All dnnngcs resulting
from any misuse of the fixtures by, or overflow or release of water caused by, Tenant or its servants, employees, agents, visitors or
licensees shall be borne by Tenant.
11, Tenant shall: (a) clean and dry visible moisture on windows, walls, and other surfaces, including personal property as soon as possible. (b)
regularly clean and sanitize kitchens and other sin faces where water, moisture condensation. and nwld can collect shall be regularly
cleaned and sanitized and limit the watering of any indoor plants. Tenant shall not obstruct or impede a}esh air supply to furnace, air
conditioner or heater ducts, or regular air floe and circulation throughout. promises. Tenant shall report any of the tollowing to Landlord
within forty-eight (48) hours atler Tenant first becomes aware of the same; - (i) non -working fan: healer, air conditioner or vcnlihnion
systems; (ii)plumbing leaks. drips. sweating pipes. and/or wet spots: (iii) overflows from Bathroom, kitchen, or otherfacilities. including.
$01 fVChfc Center Dr- CIO, ofSataa Ann Leosr -1- fixhibut D
f
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 or standing 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 of any 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 oil
Saturdays, Sundays or holidays without special permission) and must be made upon the previous written notice to Landlord and 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 train die Project all such
heavy or bulky equipment or articles, the weight of which nlay exceed the floor load for which the Project is designed, or such equipment
or articles as may violate any of the provisions nfthe'L'tase Tenant'shafl`tmt use any machinery or other bulky articles in the Premises,
even though its Installation may have tteen"permitted, Which Htay'caGitue,aEly noise, or jar, or tremor to the floors or walks, or which by Its
weight might cause injury to the floor of the-Prdjecf.
13. Neither Tenant nor its servants,
combustible or explosive fluid,
conduct of Tenant's business
14. The Premises shall not be'use
15. Tenant
or in
ws or
d
18. No vending or coin operated machines shall be placed by Tenant withni the Premises without Landlord's prior written consent
19, No,person shall be employei
Landlord's prior written coils
shall, while in the Project, be
servant of Landlord) andTem
20. Landlord shall have die right
Project or its desirabihty' as -
advertising.
21. Canvassing, soliciting and Pei
22. Landlord reserves the right to
at all hours on Sundays and'le
liable to Landlord tier alf acts
resulting ftomlhe admission,(
to prohibit
23. Landlord reserves the right to axe,ludo t
influence or liquor or drugs, or who shal
to do janitorial, maintenance, constlWtioh or similar work in any part of the Project without
Too,employed by Tenant to do janitorial,_ maintenance or similar work with Landlord's consent
1 under the control and direction of Landlord or its agent or representative (but not as an agent or
:sponsible for all acts of such persons.:`
any, advertising by Tenant which, in Landlord's opinion, tends "to impair the reputation of the
ilduig, and, upon written notice from Landlord, Tenant shall refrain from or'eliscontinue such
:,permitted in tile Project, and Tenant shall cooperate to prevent same.
as to the Project by all -Persons after reasonable hours of generally recognized business days and
Tenant shall -be reipQnsibli f'or all persons for whom it. requests after-hours access, and shall be
as of such persons. Landlobd assumes no responsibility and shall not be liable for any damage
oiizedperson to [tie Project.
IVelfi'oni the Pro*t Orly person who, iu%diejudgment of Landlord, is intoxicated or under the
t-any mannerdo any actin'violation of,ibese Rules and Regulations.
24. Tenant shall not suffer or permit smoking or carrying or lighted cigars or cigarettes in areas reasonably designated by landlord or by
applicable governmentill agencies as nonsmoking areas.
25. 1ent1111 shall comply with till safety, tire protection and evacuation regulutiuos established by Landlord or any applicable gurcnlolcrb l
agency.
26 Tenant assumes all risks from Elicit or vandalism and agrees to keep the Premises locked as inay be required.
If. PARKING RULES.
801 11'C'ivic Center Dr —City• oj'Saoia .-0rn Lease -?-
lixhibit D
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 properly of Landlord, and shall be returned 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 the 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 Ore 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 and/or to
reasonably adjacent offsite location(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.
7. Unless otherwise instructed, 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 ]lave no right to install any fixtures, equipment or
personal property (other than vehicles) in the Parking Facilities, nor shall Tenant make uny alteration to the Parking Facilities.
10. Tenant shall be responsible for seeing that all of its employees, agents and invitees comply with all applicable parking rules, regulations,
Jaws and agreements (including, without limitation, these Parking Rules).
11 • 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 no 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 tium time to time, furnish Landlord with a list of the names of its (and its Transferee's) employees
and vehicle license plate numbers.
14. Persons using the 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
othertennnts of the Building or their employees or invitees.
15. Should any parking spaces or privileges be allotted by Landlord or'1'enanL, either on a reserved or unreserved basis, Tenant shall not nssign
or sublet any oribose spnces, either voluntarily or by operation of law, without the prior written consent or Landlord, except in connection
with tun authorized assignment of this Lease or subletting of the Premises.
16. Tenant agrees to notify its employees and visitors (and its Transferees) of the requirements of these Parking Rules as the same are modified
Oven time to time, and assumes responsibility for compliance by its employees and visitors (and its Transferees, and their employees and
visitors) with these Parking Rules as the same are modified from time to time. Tenant authorizes Landlord to tow away from the Building
and/or Parking Facilities any vehicle parked in violation. of these Parking Rules, and/or to munch violation stickers or notices to those
vehicles.
III. 1tULF,S OF THE SITE (CONTRACTOR'S WORK).
'the following rules andregulationsshall apply to any work perfenned at the Project by or Under the direction ofTeinant or any Other Tenant Party.
Belbre commencement of any such work, fenant shall deliver to landlord a copy or these Rules of the Site (Contractor's Work)executed by due
contt'uclor(s) pertbrming such work.
i. The following Rules of the Site liter Contractor's yurk ("Rules of the Site'). shall govern the operation of Contractor and Contractor's
subcontractors. The tennis 'Owner mid "Owncr `s Representative" are the same for pur pescs ordiis document (.end where -used, refer to the
Landlord). r
801 H/Cirdc Cepter Dr-C'iq, r f'Snnnr Aaa Lensr -3- 4shibi(D
i
2. Within a reasonable time prior to the start of any on -site work, delivery of 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 in which the Building is located.
B- A fully executed Indemnity Agreement (To Be Provided by Owner Upon Request),
C- Certificate of Insurance lit 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).
E- A job schedule of file work to be accomplished, detailed by trade.
F- A complete list of all proposed Suheomraetors and suppliers, Owner -must approve all contractors and subcontractors before
commencement of their work,
O- The name slid phone num4er(hioludingemergency phone numbers) orpersonnel who are.authorized to represent the Contractor.
3. No revisions or changes oran.y kind may made to the. construction_ plans previously approved by Owner without prior written consent of
the Owner. Any proposed'�evisians or changes must be submitted to Owner in :the form of a change order, for Owner's review and
approval prior to commo{tcement of "Such changes, Revisions or changes altering the floor plan, base :building systems, or building
operations must. beIsabmitted, in writing, to the Owner for review and :approval prior to conuueinaement 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 won$ or operations Any work that is in conflict will be
reschedu(od by the C'ontl•aatdi' to such time as approved by Owner, {additionally, Ovirier shall have he liability i'or any costs or expenses
incurredbycontractor.(or Tenant) in connection with such rescheduling
5. Contractor and subcontractors shall employ persons and means for the orderly progress of thework without interruption of account of
strikes, work stoppages or similar causes of delay, AdBittonally, Owner snail have no liability for any costs or expenses incurred by
Contractor (or Tenant) in. connection with such delays.
6. Materials and toot storage will be limited to the areas for• which access hasbeco granted.
7. Clean-up and rubbish removal shall he provided by the Contractor at Contractor's: expense: Contractor must, on a daily basis, remove all
rubbish, surplus and waste material resulting from the perfttrmtlttee;.of Iris work; At the request of Owner, Contractor shall relocate any
materials causing uu abstraction as directed by Owner. Contractor wfll not be allowed to place a dumpster on site Oil a continuous basis
during 'consilletion. [.
Important note:. The placement imd locaflon�of rubbish dumpslers and bills must be approved in advance by Owner.
S. In general, Owner will interface with Contractor to the extent necessary for work to be completed within the guidelines of project
specifications and fbr the enfoacenlent orbuilding rates and regulations:,
9, Contractor will make arrangements for'.unloadmg, trash removal and hoisting after normal working (tours clue to the local city noise
ordinance. (No such activity will be allowed between Che:hours of 10:00'o.m. to 7:00 a.m.) At no time will the Conti -actor be given
exclusive reserved use of the-trcight elevator ❑bless applied for by Contractor and approved by Owner'.. Contractor may be afforded access
to loading dock space and hoisting facilities for limited use at Such time during nonnat working hours as is prearranged: with Owner, or at
other times, wtith the consent of Owiie• and upolt paymeneorOwner'"s prevailing fee for after-hours use and access. W. Contractor will be afforded unloading areas as prearranged with Ownter. ,All materials unloaded at these areas will be moved to an area of
use immediately and shall not be stored or used in a way vhich udversely impacts use ofthe Building.
I I. Contractor (and Tenant) will he responsible fib• the securfty,.of its Uwrt lnaterfnls, t4LIdpment and work, and that of his subcontractors.
Contractor will also be responsible for danngc tons ud by Contractoror its subcontractors to the Project, Building and/or tenant areas,
including, but not limited to the loading dock and indoor and outdoor; public areas, freight elevators, etc. Any such claniages will he
promptly repaired to the Owneessatisfaction atsolc cost of Contractor.
12, Contactor will comply with all applicable codes, laws and regulahons�pertiiinilg to�the work cl'Cuntracwr, including all safety and health
regulations. The Contractor shall supply the D\Yaer with -a Master -List or fill Hazardous Materials and their Material Safety Data Sheets
(MSDS) upon delivery to thejub site. A discussion will then ensue pertaining to the safe storage, handling and use of these materials. as
well as the Contractor's emergency preparedness plan liar handling the containment and clean-up of potential Hazardous Material spills.
13Contractor will not engage in any labor prmtfce that may delay or otherwise impact die work ofOwticr or any otter contactor.
14. No base building systems will be turned oil' or disengaged by Cbnt•actm or any subcontractor without prior written approval aid
supervision by u representative uFOwner or its agent. Said systems include but are not limited to spri nkle's. electricul circuits. air -handling
units. smoke heads and water supply, Building electrical power shut -downs sue allowed, with the prior written consent ofowner. on
Saturdays betwvecn 10:00 P.m. and 5:00 a.m. only. A request for approval shall be made to the Prnperty Manager at last ten ( 10) days in
advance.
F0l 44'Ciric Crnler Ur• —Clip nJ'.Senur; Inn l enru -4- f!¢hihit U
15. Poors to all workareas, including stairwells and mechanical and electrical closets, will remain closed at all tine. Propping doors open is
expressly prohibited.
16, All Contractor and subcontractor personnel, materials, tools and equipment 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 badge system, for all people and4nalerial in the Building and the
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. Contractor shall not permitted any identifying signage or advertising within the Project or Building.
19. During construction, Contractor shall maintain supervisory personnel on die site at all limes. Such personnel shall be fully aufliorized 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 perform
any work, Contractor shall reimburse Owner for the expense of such personnel,
20. Contractor shall be responsible for the protection of its work and the area adjacent to his work.
21, Connector 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 five 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 fhc actions or omissions of Contractor or its subcontractors.
24. If keys are required by contractor, 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 the structural integrity of the Building or the integrity of any of components or systems. The work is to be done
only with the explicit written permission of die Property Manager, find only on an "Olf-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 Safety Systems for the Building ere to be maintained, and all of the Tenan Ps 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 alarms clue to contractors' or subcontractors' negligence will be
billed to and paid by the Contractor. All life -safety systems testing must be performed on an "after-hours" basis and coordinated with the
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 far construction activities beyond standard power and water used in connection with general office uses
C - extra and continuous clean-up of elevators and public spaces as required due to construction activity; Contractor to provide the
usual protection of existing improvements, and exercise care tnnd good sense
D - extended or after-hours use of the loading dock
29. In addition to cleaning requirements described above, Contractor shall, in preparation for substantial completion or occupancy of the
project by Tenant, perform final cleaning of Contractor's Work,
30, When Contractor- takes over an area from the Owner, before commencing work Contractor shall ascertain that the area is in a safe and
sanitary condition,and maintain the area as necossary (at its sole cost and expense) in it safe and sanitary condition and to a standard
meeting all applicable laws and regulations..
31. Owner. requires lob progress meetings. The Contractor will attend with a representative uutluriicd to speak and act on the Contractor's
behalf. Additionally, ilia Contractor shall notify ilia Owner ofscheduledjob progress meetings.
1101 IV Chic CewerDr—C9rgafSauta.4aa f ease > Exhibit D
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32, All work or on -site activity during non -normal working hours will be coordinated in advance with Owner.
33. At no time will Contractor perform activities on the Project without the proper insurance in force.
34. No radios or other audio devices are allowed.
35. Failure to perform work in a manner consistent with the above stated Rules of the Site may result In immediate work stoppage by Owner,
Owner shall have no liability for any 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 by posting at the project site, whichever is earlier.
37, General contractor and subcontractors' vehicles pmi<mg trust be in areas designated by the Building Manager at the Contractor's expense.
Acknowledged and Agreed
By:
Date: - ' ,
'r
801 WChic Center Or —CIO, nfSanla. tan Lease -6- Exhibit D
EXHIBIT "C"
ADDITIONAL RENT
I. Definitions.
1.1 "Base Year" means the calendar year specified in Mani 5.1 of the Basic Lease Provisions.
1.2 "Expense Year" means each calendar. year in which any potion of the Term of this Lease falls, through and including the
calendar year in which the Term orthis Lease expires.
1.3 "Property Taxes" means all real property taxes, assessments, fees, charges, or impositions and other similar governmental or
quasi -governmental ad valorem or other charges levied on or attributable to the Project or its ownership, operation or transfer orally and every type;
kind, category or nature, whether direct or indirect, general or speclal, ordinary or extraordinary and all taxes, assessments, fees, charges or similar
impositions imposed in lieu or substitution (partially or totally) of the same including, without limitation, all taxes, assessments, levies, charges or
impositions: (a) cn 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 orspace in the Project, the Building or the Premises; (b) (c) 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, parks charges, housing fund charges; (d) imposed Postreet, refuse, police,
sidewalks, fire protection and/or Similar services and/or maintenance, whether previously provided without charge tar 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 quasi -governmental agencies; (a) on any possessory taxes charged or levied in lieu
of real estate taxes; and (f) any costs or expenses incurred or expended by Landlord 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 the definition of
Property Taxes above or oihelwisc 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 of 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 from 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 workers 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 conuactors or property managers
engaged in the operation, repair, care, maintenance and cleaning of any portion of the Building or the Project.
(e) Cleaning expenses, including without limitation, janitorial services, window cleaning, and garbage and refuse removal.
(d) Landscaping and hurklseape 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 fa snfety, security and energy management 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 lie Opel adan of the management office for the Building.
(i) All cost and fees Air licenses, cerlificates, permits and inspcotions, and the cost incurred in connection with the
implementation Ora transportation system nnnagemant program or similar program.
(l) The cost of replucement.. repair, acquisition, installation and modification of: (A) carpeling and wall coverings, ceiling
systems trod fatures in the Conunon Areas, and other furnishings in the Common Areas, (B) matcriols, mods, supplies and equipment purchased by
Landlord which are used in the inaintmenee, operation and repair of' the Project, and (C) any other form of improvements, additions, repairs, or
replacements to the Project or the systems. equipment or machinery operated or used in connection with the Project; provided, however, that with
respect to the items described in clauses (A), (B) and (C) above which constitute a capital item, addition, repair or improvement (collectively
"Capital Items") under sound accounting and Property management principles consistently applied and determined by Landlord, in each case the
COS( of such Capital Items shall be amortized (will) interest at the Interest Rifle)': over the useful we (the usefni i..itc") ofsuch Capital Iran, as
determined by the Landlord in accordance with sound accounting and property management principles consistently applied or such other period tns
shall be consistent with lost{lulional Owner Practices.
(it) - Attorneys', accountants' and Consultants' fees and expenses in connection with the management, operation.'
administration. maintenance and repair of the Project, including. but not limited to, such expenses that relate to seeking or obtaining reduclions in or
801 IMvie Crru¢r,nr-Cie! ufStnun anrr Lease Exhibit E
}
refunds or Property Taxes, or components thereof, or the costs of contesting the validity of applicability of any governmental enactments which may
affect Operating Expenses.
(1) Fees for the administration and management of the Project in an amount equal to three percent (3%) of the gross
revenues of the Project (which shall be grossed by Landlord up to one hundred percent (100%) occupancy on an annual basis), without regard to
whether actual fees so paid are greater or less than such amount.
(ro) Sales, use and excise taxes on goods and services purchased by Landlord for the management, maintenance,
administration or operation of the Building or the Project.
(n) Fees for local civic organizations and dues for professional trade associations.
(o) 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 expensesepa )nvestignting, testing, documenting, monitoring, responding to, abating and remediating
Hazardous Materials, other than abatement and iemediation costs with respect to Hazardous Materials actually known by Landlord (on the Effective
11
Date) to require abatement mud/or remediation under applicable Envinimmel; u Laws.
(q) The costs -of repairing,;restoring and maintaining the Parking"NO116e5 of the Project, including, without limitation, the
resurfacing, reslripingand "cleantngeiisuch fl lities ' -
(r) Any costs,-t'aes,-amounts, disbursements and expenses'whichare generally included in Operating Expenses under
Institutional Owner Practices -
1.5 The following`Casts-and expenses shall be excluded from Operating Expenses;' '
jay expenses relating to leasing space in the Project (including tenant improvements, leasing and brokerage commissions
and advertising expenses);
(b) legal fees and disbursements Incurredfor collecfuil of tenant accounts or negotiation of leases, or relating to disputes
between Landlord and other tenants and occupants of the B'tjilding; - -
(e) _` Capital Revs unless specifically peroutted by Section 1,4 ofthis sExhibit "E' parts (a)through (r), inclusive;
,Property Taxes,
(a) `.. amounts race€ved by Landlord on account of proceeds or insurance to die extent the proceeds are reimbursement for
expenses which were previously included in Oparating Expenses; -
(f) except to the extent specifically provided in Section 14 ofthi's ExIijbit "E" parts (a) through (r), inclusive, depreciation
or payments of principal and interest on any mortgages upon the Project;....
(g) payments of ground rent pursuant to any ground ]ease covering the Project;. .
(11) subject to Section 2 12 1 of,his yh•blt'V' the costs orga's, steam or other fuel, operation of elevators and security
systems; heating, Willing, uir conditioning and ventilating; chilied•woter, hot and cold domestic water, sewer and other utilities or any other service
work o• facility, or level or amount thereof,.provided lu'.my 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 of this Lease -or.(b) is supplied or furnished to Tenant pursuant to the terms 'of this Lease with
separate or additional charge;
(r) ttlie '.cost of the Landlord's Work; and
Q) any eosl expressly excluded'fib'm Oper •rung Expenses in ail expires provision contained in this Lease.
116 "Excess Operating Expenses" mains, with respect to any Expanse Year, the positive excess, it' any, of Operating Expenses
allocable hereunder to such Expense Year river Operating Expenses allocable lereunder to tile Base YCar... '
1.7 "Excess Property Taxes" rnenna, nyith respeetto any Expunso-Year, theposit'ive excess, if any, of the Propeity Taxes allocable
hereunder to such Expense Year over the Property Taxes allocablo�lreruundei to..the.Dase Year,
1.8 "Tenmtf.r' Percentage Shari' means the Percentage set forth in Ite it i 5.2 orthe Basic Lease ('revisions: provided, however, thin
Landlord reserves the right ti•om time to time during the Term of this Lea.su to recalculate Tenant's Parecntagc Share, in which case Tenant's
Percentage Shure shall be calculated by dividing the number of square feet of Rentable Area in the Premises by the number ol'square feet ol'Rentablc
Area in the Project, and expressing such quotient In the form ora percentage.
Calculation Methods and Adjustments.
2.1 The variable components ol'Operating Lxpenscs ("Variable Expenses") Ibl' all or any portion orally Expense Year (including
the Base Year) during which actual occupancy of the Project is less than anc hundred percent (100`,,,) of the Rentable Area of the Project shalf be
ndlusled by Landlord, as determined in good faith by I..andlurd applyine sound nccounliug mid property management principles (and the provisions
$01 O'Ch•re Ceeter Dr-C'i(v q/'Snuta; bin Lease -2. Exhibit E
of this Lease) to reflect one hundred peroeut (100%) occupancy of the Rentable Area of the Project during such period. if during all or any part of
any Expense Year, including the Base Year, Landlord does not provide any particular item of benefit, work or service (the cost of which is a Variable
Expense) to potions of the Project due to the fact that such item of benefit, work or service is not required or desired by thetenant of such 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 Variable
Expenses for such Expense Your, Operating Expenses, as applicable, shall be increased by an amount equal to the additional Variable Expenses
which would have been paid or incurred by Landlord during such period !fit had fbrnished such item of benefit, work or service to such portions of
the prq(ect.
2.2 Subject to the provisions of this Section 2 of this 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 property 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 at, types of services, work or benefits
associated with Operating Expenses, as applicable, ore 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, (if) 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 (!ill 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 'faxes 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 "Property 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 oily reassessment or under or as a result of application or operation of
Proposition 8 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, minas, in tine case of
any Expense Year after the first year to which due 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 the annual percentage increase
(presently up to 2.00K) in Propety Taxes that is allowed under Proposition 13 (o• any substitute therefor hereafter adopted).
2.4 As of the date of this Lease, Tenant pays Additional Rent under Section 4.2 of the Lease based on the Operating Expenses and
Property Taxes for the Project, If the Project at any time contains more than one building (or one or more tax parcels), Landlord shall have die right,
from time to time, to equitably allocate some or all of the Operating Expenses and/or Property Taxes for the buildings comprising the 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 Taxes attributable to the Building for the tax parcel on which the Building is located) and/or such other
building(s) (or such other tax parcel(s)) of the Project to the Building (or tax parcel) and/or such other buildings) (or tax parcei(s)) and 'tenant shall
be responsible fo' 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 the right, from time to time, to require Tenant to pay Tenant's Percentage Share of Operating
Expenses and PropertyTaxes based solely on the Operating Expense and Property Taxes f'or the Building (and the tax parcel on 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 tie first day of each calendar
month during such Expense Year, Tenon shall pay to Landlord one -twelfth (1/12th) of such 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 this Exhibit "E" by Tenant for Snell Expense Year shall be based upon such revised estimate. Landlord shall endeavor to deliver to
Tenant within one hundred fifty (150) days alter the close of each Expense Yeor 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 Lia Mond (the
"Landlord's Statement"), and such Landlord's Statement shall be binding upon Landlord and 'tenant, except as provided in Section 4 of this
Exhibit "E", if the Landlord's Statement indicates that (or if it is finally determined pursuant to Section 4 of this Exhibit "E" that) the amount of
Section 4.2 Additional Rent payable with respect to any Expense Year: (a) is mom than the estimated payments of Section 4.2 Additional Rent made
by Tenant with respect to such Expense Year,'renanl shall pay the deficiency to Landlord upon receipt of Landlord's Statement or (b) is less than the
estimated payments of Section 4.2 Additional Rent made by Tenant with respect to such Fsxpoase Yea•, such excess payments shall be credited
against Rent next payable by Tarrant tinder this Lease (or, if the'rerm of this Lease has expired, shall be paid to Tenant). Amounts payable by Tenant
as Section 4.2 Additional Rent with respect to any Expense Year that includes less than an entire calendar year shall be prorated on the basis thot the
number of days in such Expense Year beats to 365. The expiration or early termination of this [.ease shall not affect the obligations of Landlord and
'tenant pursuant to this Section 3 of this Exhibit "E" to be perlbrmed after such expiration or early termination,
4. Review or Landlord's Statement. Provided that Tenant is not then in default with respect to its obligations under this Lease and provided
further that Tenant strictly complies with the previsions ol'this Section 4 of this Exhibit "E", Tenant shall have the right, it Tenant's sole cost and
expense, to reasonably review Landlord's supporting books and records (at Landlord's menage's corporate oftices) for any Portion ofthe Property
Taxes or Operating Expenses for a particular Expense Year covered by Landlord's Statement, in accordance with die procedures set i'orth in dnis
-
Section 44 ofthis Exhibit"E". Tenant shall. within sixty (60) days offer anv such Landlord's Statement is delivered to Tenant, deliver a written notice
(a "Dispute Nonce") to Iandlord,specifying tile. items described in. the Landlord's Statement that are. claimed to be incorrect, and Tenant shall
simultaneously pay to Landlord nil amounts specified ill the ;applicable Landlord's Statement (to die extent. not previously paid)..The right of Tenant
under this. Section 4 of this Exhibit "E"' may only be exercised once for each Expense Year covered by any Landlord's Statement; and it' Tenant tails
to deliver a Dispute Notice within the sixty (00) day period described above or fails to meet any of [lie other above conditions of exercise of such
right. lire right ofTenant to audit et particular Landlord's Statement (slid all of Tenant's rights to make anyclaim relating: thereto) tinder this Section:4
$011 M]v Center Dr— City uf'Sarun.lua Leave Exhibit'.
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of this Exhibit "E" shall automatically be deemed waived by Tenant. Any review ot'records under this Section 4 of this Exhibit "P." shall beat the
sole expense of Tenant, shall be conducted by independent certified public accountants of national standing which are not compensated on a
contingency fee or similar basis relating to the results of such audit and shall be completed within sixty (60) days after Landlord provides Tenant with
access to Landlord's supporting books and records. Tenant acknowledges and agrees that any records of Landlord reviewed under this Section 4 of
this Exhibit "E" (and the information contained therein) constitute confidential information 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 die Landlord's Statement in dispute, Landlord shall have the right to cause another review of that
portion of Landlord's Statement to be made by a firm 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 shall be conclusively binding on both Landlord and Tenant. In the event that it is finally determined pursuant to this
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 reimburseJenant for the reasonable cost of Tenant's accountant. in all other cases.
Tenantshallbeliable forl-andlord'sAccountant's actual fees tind-expenses.
301 iV Chic Curter Dr— 00' giSnnar Dw Lease -4- pzhihil I'i
EXHIBIT "P"
SERVICES AND UTILITIES
The services and utilities to be provided by Landlord nit as follows:
1 Elevato•Scrvice, Non -attended automatic elevator service.
2 HVAC. Subject to all govemmeltfal Laws, rules, regulations and guidelines applicable therein, 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, After Hours HVAC (defined below) maybe provided to the Premises upon request by'rentu t. Tenant shall pay to Landlord the After
Hours HVAC Rate (defined below) for all After Hours HVAC that is so requested by'renant 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 HVAC system to perform its function due to: (a)arrangementof partitioning in Ole 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 Hours" 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, Mercurial 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
Hours HVAC" means any HVAC that is provided to all or any portion of the Premises at the request of Tenant outside of Business Flours, The
"After Hours HVAC 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 nlininnmn,
Electricity.
3.1 Atoll 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 of Tenant; provided that Tenant shall be responsible
for distribution of electrical power from the electrical panels located on the floor(s) of the building on which the Premises is located. Subject to
Section 3.3 of this Exhibit'f : (a) the electricity so furnished for Tenant's incidental use equipment to be at a nominal one hundred twenty (120)
volts and with no electrical circuit for the supply of such equipment to require a current capacity exceeding twenty (20) amperes and (b) the
electricity so famished for Tenant's lighting to be at a nominal one hundred twenty (120) volts and with no electrical circuit for the supply of such
lightingto require a current capacity exceeding twenty (20) amperes.
3.2 Notwithstanding any provision of this Lease to the contrary: (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 in ne case exceed Landlord's per usable square foot standard, and (c) the total connected electrical
load for Tenant's lighting fixtures within the Premises shall in no case exceed Landlord's per usable square foot standard, In addition, if Tenant's
actual consumption of electrical power in the Premises, as determined in good faith by Landlord pursuant to such measurement method or inefl ods us
Landlord shall employ from time to doe (including, without fipnitation, the use ofsubmcters and/or pulse meters, electrical surveys 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 costs of monitoring and measuring such excess consumption and (ill) 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
per usable square foot basis) during Business Hours, of an average general office tenant of the Building).
33 Without Landlord's consent, Tenant shad not install, or permit the installation, in the Premises crony lighting, computers, word
processors, electronic data processing equipment or other type of equipment or machines which (a) will require o voltage other than a nominal 120
volts or require a current capacity exceeding twenty (20) amperes or (b) will increase Tenant's use of electric current in excess of that which
Landlord is obligated to provide pursuant to this Section 3 of this Exhibit "F" ("Excess Electrical Requirements"). If Tenant shall require or utilize
Excess Electrical Requirements or electric current which may dismpt the provision ofelectric:d service to other tenants in the Building or the Project,
Landlord, at its election: (i) may reilise to grant its consent or (ii) may condition its consent upon Tenant's payment in advance of Landlord's total
direct and indirect cost (including, without limitation, a reasonable admit ub-26on lee) of designing, installing, maintaining and providing any
additional facilities determined by Landlord to be required to satisfy such Excess Electrical Requirements (or otherwise related to the additional weir
on Building Systems associated therewith). 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 ofinstallalon and operation of any
machinery or equipment necessary to restore the temperature level to that otherwise required to be provided by Landlord, including, but not limited
to, the cost ormoditications to the Building Systems and increased wear and team on existing IIVAC equipment. Landlord shall not, in anyway, be
liable or responsible to Tenant for any loss or damage or expense which 'tenant rvayincur or sustain ir. for any reisois beyond Landlord's
reasonable control, either the quantity or character of electric service is changed or is no longer available or suitable Itar Tenant's requirements.
4 - Water City water for drinking and rest room purposes.
5 .Janitorial Service, Janitorial and cleaning services, live (5). days per week (excepting Holidays). confaiming to the Project standards in _..
effect froth time to trine; provided ¢ that Landlord, shall have no obligation to provide such Services 10 any portions of. the Premises that are not used
exclusively for general office purposes. In all events, Tenant shall pay to Landlord the cost of removal. of Tenant's refuse and rubbish. to the extent
Oita. the same, exeecds the refuse andrubbish attendant to normal orfice usage;and/or to the extent that Tenant fails to keep the Premises in reasonable
order.
,Y91 IV Civie Center Or —City gfSanter A ar Lease -1- Exhibit F
Any amounts which Tenant is required to pay to landlord pursuant to this Exhibit "F" (and/or for any services provided to Tenant in addition to
those Landlord is required to provide under this Exhibit "F" without additional charge) shall be payable upon demand by Landlord and shall
constitute Additlonal 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 that any access control
services provided by landlord at the Project are for the protection of Landlord'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 Premises or 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.
9016VCrvrr Center Dr— 06' OV'Srtrtfn Alm Louse -2- Exhibit F
EXHIBIT "G"
INSURANCE REQUIREMENTS
1. Policies. -
1.1 Property Insurance. At all times during the Term of this Lease, Tenant shall procure and maintain, at its sole 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 Tenants Personal Property
in or about [lie Premises and Project. The proceeds of such insurance shall be used for the repair and replacement of the property so insured, except
that if not so npplied 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 Term 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 1.1 of this G dbit "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 Leese, 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 the business operated by Tenant.
Such insurance shall have a minimum combined single limit of liability of at least $2,000,000 per occurrence and a general aggregate limit of at 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 contractors 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 ofnot less than $1,000,000 per occurrence covering owned, hired and non -
owned vehicles used by Tenant.
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 aid 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 nuonheys' fees, arising under any present or future law, statute, or ordinance of the State of California or other governmental
authority having jurisdiction of the Premises, by reason of any storage, sale, use or giving away of alcoholic beverages an or from the Premises,
Such policy or policies of insurance shall have a minimum combined single limit of $3,000,000 per occurrence 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 Holder of any Security Instrument designated by Landlord as additional insureds.
1.4 Workers' Compensation' Employer's Liability Insurance, Worker's Conpensation Insurance. In accordance with the
provisions of Section 3700 of the Labor Code, Tenant, if Tenant has any employees, is required to be insured against liability for worker's
compensation of to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, Tenant agives to obtain and
maintain any employer's liability insurance with limits not less than $1,000,000 per accident.
2. Policy 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:R in Best's Insurance Guide. All such insurance policies shall be written as
primary policies, not excess or contributing with or secondary to any other insurance as may be available to Landlord or to the additional insureds. A
cetiticatc of insurance (or, at Landlord's option, copies of the applicable policies) evidencing the 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 of any 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 ( M) days after such date. Tenant shall famish Landlord with a replacement certificate with
respect to ally 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 (..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 the Premises any article which play 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 of the coverage Lheteunder reduced or threatened to be reduced in any way because of the use of tlic Premises or any
part thereof' by Tenant or any assianee. subtenant, licensee or invitee or Tenant and, if Tenant fails to remedy the condition giving rise to such
cancellation, threatened cancellation. reduction of coverage, or threatened seduction ol-coverage, within 48 hours after notice thereof, Landlord may.
at its option, chher terminate this Lease or enter upon the Premises and ntLennpt to remedy such condition, and'i'emunt shall promptly pay tine cost
thereof to Landlord. as Additional Rent. If Landlord is unable. or elects not to remedy such condition. then Landlord shall have all of the remedies
provided for in Ibis [.ease upon the occuurencc of or Event or Defttult. Tenant shall not do or permit to be done any act or things upon or about the
Premises or the Proicct which will: (a) result in .the assertion of any defense by do insurer to any claim. pride, (b) invalidate of (e) be in. conflict
,hit. the; insurance policies or Landlord or Tenant covering the Building. (he iPremises or fixtures and property therein. or which wpuld increase the
rate of Rre insurance applicable to die Building or the Project to an .mount higher than it otherwise would be; and Tenant shall neither do nor permit
to be done any net or thing upon or about the Premises or the Building which shall or might subject Landlord to any liability or responsibility for
injury to any person or persons or to property. M as a result ar any act or omission by or (.)a Ole part of-rei ant or violation of this Lease. whether or
801 W O-Ir Center Dr-00v oJ'.Snrnn An71Leave - I • Exhibit G
h
not Landlord has consented to the same, the rate of "AII Rislc" or other type of insurance maintained by Landlord on or with respect to the Building
and fixtures and property therein, shall 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 after delivery orwritten demand therefor by Landlord, In any action or
proceeding wherein Landlord and Tenant are parties, a schedule or "make-up" oFrates for the Project or 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 and charges taken into consideration in fixing the "All Risk" insurance rate then applicable to the Building or
the Premises.
$01 WCHe Cooler Dr—Clp• Uf'SwibrAmr Leore -?- 5ehibit C
EXHIBIT "11"
REMEDIES
Remedies for Events of Default
1.1 Landlord's Right To ]'erminate Unon Tenant Default. In the event of any Event of Default by Tenant as provided in Section
i5.1 of die Lease, Landlord shall`have the right to terminate this Lease and recover possession of the Premises by giving written notice to Tenant of
Landlord's election to terminate this Lease, in which event Landlord shall be entitled to receive from Tenant: (a) the worth at the time of award or
any unpaid Rent which had been earned at the time of such termination; plus (b) the worth at the time of award of die amount by which the unpaid
Refit which would have been earned after termination until the time of award exceeds the amount of such rental loss Tenant proves could have been
reasonably avoided; plus (c) the worth at the time of award of the amount by which the unpaid Rent for the balance of the Term after the time of
award exceeds the 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 a• 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 of award" shall be computed by allowing
interest at Vie then highest lawful contract rate of interest. As used fit clause (c) above, "worth at the time 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 and 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, ifTenat has the right to sublet or assign, subject only to reasonable limitations).
13 )tight of Landlord to Perform. All covenants and agreements to be performed by Tenant under this 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 righter remedy of
Landlord, Landlord may cure the same at the expense of Tenant: (a) immediately and without notice In the case; (I) of emergency, (if) where such
default unreasonably interferes with any other tenant fit the Project, (iv) a failure to satisfy or otherwise discharge any 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 10.5 of this Lease above and (if) in any other case if such default continues for ten (10) days
from the 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 tom the date of such paymenL, shall be payable to Landlord
as Additional Rent on demand, and Landlord shall have the same rights and remedies fit the event of nonpayment as in the case of default by Tenant
in file payment of Rent. This Section 1.3 of this Exhibit "H" shall survive the expiration or termination of this Lease,
1.4 Late Payment. If two (2) or more Rent Delinquencies shalt 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'renant. Whether cruet Landlord elects to terminate this Lease on account ofan Event of Default, Landlord shall
have the right to either: (a) terminate any and all subleases, licenses, concessions or other consensual arrangements entered into by Tenant that affect
the Premises or (b) in its sole discretion, elect to succeed to Tenant's interest in such subleases, licenses, concessions or arrangements (fit which case,
as of the date of such election,'fenant shall have no further right to or interest in the rent or other consideration receivable thereunder).
2. Efforts to Relet. No re-entry or taking orpossession of the Premises by Landlord following an Event of Default shall be consumed as an
election to terminate this Lease unless a written notice of such election shall be given to Tenant or unless the termination (hereof be decreed by a
court of oonmpetent jurisdiction, and Tenant's right to possession shall not be deemed to have been terminated by efforts of Landlord to relel the
Premises, by its acts of maintenance or preservation with respect to the Premises, or by appointment of a receive 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 Default without termination of this
Lease by Landlord, Landlord may, at any time after such reletting, elect to terminate this Lease for any Event of Default. To the fullest extent
penmined by Law, the proceeds of tiny reletting of the Premises shall be applied: (a) first, to pay to Landlord all costs and expenses of such reletting
(including, without limitation, costs and expenses of retaking or repossessing the Premises, removing persons and property therefrom, securing new
tenants, including expenses for redecoration, alterations and other costs In connection with preparing the Premises for the new tenant, Inc] if Landlord
shall maintain and operate the Premises, the costs thereon and receivers' fees inenn-cd in connection with the appointment ofand pediumance by a
receiver to protect the Premises and Landlord's interest order this Lease and any necessary or reasonable alterations; (b) second, to the payment of
any Indebtedness of Tenant to Landlord other than Rent due and unpaid hereunder; (e) third, to the payment of Rent due and unpaid hereunder; and
(d) the residue, if any, shall be held by Landlord and applied in payment ofothe• or future obligations of Tenant to Landlord as. the same may become
clue and payable. and Tenant shall not be entitled to receive any portion or such revenue. This Section 3 of this Exhibit "B" shall survive the
expiration or termination of this Lease.
3, Cumulative Remedies. The specific remedies to which Landlord may resort under the terms of this Lease are tun ulative and are not
intended to be exclusive of any other remedies or means of redress to which it may be lawfully entitledin case of any breach or threatened breach by
Tenant of any provisionsofthis Leasc'. In addition to the other remedies provided in this Lease, landlord shall be entitled to a restraint by injunction
of the violation or uttemped or threatened violation crony of the covenants. conditions or provisions of this Lease or to.a decree compelling specific
performance of any such covenants. conditions or provisions. In audition, upon the occurrence of an Event'of Delbult by Tenant, if the Premises or
any portion thereof are sublet, Landlord, in addition and without prejudice to any other remedies herein provided or provided by Law, may. at its
MI Center Dr- Cio-ofSontu Ina Leave. -1- Exhibit I
,
option, collect directly from the sublessee all rentals becoming due to the Tenant and apply such rentals against other sums due hereunder to
Landlord,
4. Waiver of Right of Redemption. Tenant hereby waives for Tenant and for all those claiming under Tenant ON right now or hereafter
existing to redeem by order or judgment of any court or by any legal process or writ, Tenant's right of occupancy or the Premises alter any
termination or this Lease, Notwithstanding any provision of this Lease to the contrary, the expiration or termination of this Lease and/or the
termination orTenant's rights to possession of the Premises shall not discharge, relieve or release Tenant from any obligation or liability whatsoever
under any indemnity provision orthis Lease, including without limitation the provisions ol'Section 14.1 orthe Lease.
8l11 Po"Civic Cerrter Or-C'iq'n/.Sanln.arrrr Lease -2- EMIR l it
EX H I BIT "1"
FORM Oh TENANT ESTOPPEL CERTIFICATE
The undersigned as Tinunt under that certain Office Leese anted , 20_ (the "Lease") between CF SANTANA, LLC, a
Delaware limited liability company, as landlord, and the undersigned, ns teaard, for Premises on the _ Moorofthe Office Building located at 801
West Civic Center Drive, Santa Ana, California certifies as follows:
I. True, correct and complete copies of the Lease and all amendments, modifications and supplements thereto are attached hereto and the
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 Properly. There are no amendments, mod! fications or supplements to the Lease, whether oral
or written, except as follows (include tine date of such amendment, modification or
supplement);
2. The undersigned has commenced occupancy of die Premises described in the Leese, currently occupies the Premises, and the
Commencement Date of the Lease occurred on , 20_
3. Tenant has not transferred, assigned, or sublet any portion of die Premises nor entered into any license or concession agreements with
respect thereto except as follows:
4. Base Rent became payable on
5. In accordance with the Lease, Rent commenced to accrue on , 20_
6. The Term of the Lease expires oil
7. 'file Lease provides for all option to extend the term of the Lease for, years. The rental rate for such extension term is as follows:
. Except as expressly provided in the Lease, and 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 the Property, nor
any preferential right to purchase all or any part of the Promises or the Property,
8. All conditions of the Lease to be performed by Landlord necessary to the enforceability of the Lease have been satisfied slid 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 coedits against rentals payable under the Lease and no free periods or rental concessions have been granted to
Tenant, except as follows:
to. 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
III The undersigned acknowledges that this Estoppel Certificate may be delivered to Landlord's prospectivc mortgagee, or a prospective
purchaser, and acknowledges that it recognizes that if same is done, said mortgagee, prospective mortgagee, or prospective purchaser will
be relying upon the statements contained herein in making the loon or acquiring the property of which the Premises toe a part, and in
accepting an assignment of [he Lease as collateral security, and that receipt by it of this certificate is a condition of making orthe loan or
acquisition of such property.
Each individual executing this Estoppel Certificate on behalf of Tenant hereby represents and warrants that Tenant is a duly formed and
existing entity qualifned to do business in California and that Tenant has full right and authority to execute and deliver this Estoppel Certificate and
that each person signing on behnll'ofTenant is authorized to do so.
Executed at on the _,___ day of , 20_.
"Tenant":
I
801 1PCv£e Ce+nrr Dr-. CIO, gfSanla Ann. Lease
EXHIBIT "J"
OPTIONS
This Ex 'hi ",1" consists of the following Schedules: Schedule "b1" (Extension Option[s]); Schedule ` -2" (Additional Space Opdon[s]); 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'9" (collectively, the "Options") are and shall be personal to the
Original Tenant, are not transferable and may only be exercised by the Original Tenant (and not by any assignee, sublessee or other Transferee of
Tenant's interest in this Lease). and (b) the Extension Option and Right of First Offer may be exercised only on Ale condition that, at the applicable
time, the Original Tenant then occupies the entire Premises. In addition, notwithstanding anything to Ate contrary in this Lease, at the election of
Landlord (in its sole and absolute discretion): (i) any attempted exercise by Tenant of the Extension Option or Right of First Ot}er 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 this Lease more than two times, and (ii) Was of the date that Vie Extension Option „or Tenant's lease of any Leased First Right Space (defined
below) would otherwise commence: (A) Tenant is in default under this Leaseor(B)1'ennnvhas,previously been in default under Atis Lease more
than two times, Landlord may cancel Tenant's exercise of ilia Extension Option` -or the RightofFirst Offer with respect to the applicable Offered First
Right Space, as applicable, by delivery of written notice to Tenant.
�
u
8#1 O'Ch it C'earer Dr-C'In, njSnorn Ana Leaw -I- Exhibit 1
Schedule "J-1"
Extension Ontions
1. Grant of Option, Subject to all of the terms and conditions of this Schedule "J-I' in connection with Tenant's lease of the 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 on additional terns (each "Extension Term") of sixty (60) months, subject to and upon the terms and conditions contained in this Schedule
".1-i". The Extension Term shall commence upon the day immediately following the then scheduled Expiration Date, and shall be upon the same
terms and conditions as are provided for in this Lease, as then amended, except that: (a) if Tenant fails to timely exercise the Extension Option, the
Extension Option (and any other rights to extend or renew the Term) shall lapse and Tenant shall have no farther right to extend the Term of the
Lease, (b) there shall be no further options to extend the Term pursuant to this Schedule `'m" or otherwise following the second (2"a) Extension
Tenn, (c) 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 definition of the FMRR, (d) the Base Rent for die Extension Term shall be as provided in Section 3 of this Schedule "J-
I", and (a) the Base Year for the Extension Tenn shall be the calendar year in which the Extension Term commences.
2 Exerclsa. 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 the then scheduled Expiration Date. If Tenant does not
deliver an Extension Notice to Landlord within the time period set forth above (tine being of the essence), Olen Tenant shall be deemed to have
forever waived and relinquished the 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 Rcnt. The Base Rent payable for the Premises during an Extension Term (the "Extension Term Base 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 the first day (an "Adjustment
Date") of such Extension Term, and shall be determined as follows.
3.1 if Tenant duly exercises the Extension Option, Landlord shall within thirty (30) days thereafter, deliver to Tenant a written notice
(a "Market Rent Notice") of Landlord's determination of what Landlord then believes the FMRR (and Extension Tema Base Rent) would be for the
Premises during the Extension Term.
3.2 Within ten (ID) 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, is which case
the FMRR (and Extension Tenn Base Real) shall be as set forth in the Market Rent Notice, or (b) to reject Landlord's determination of the FMRR
(and Extension Term Base Rent), in which case the FMRR (and Extension Term Base Rent) shall be determined in accordance with Schedule "J-3'
3.3 If Tenant tails to deliver Tenant's Market Rent Response Notice within ten (10) days afta' its receipt of a Market Rent Notice (or
rails 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 detenninatiwh of the FMRR (and Extension Term Base Rent) set
forth in the Market Rent Notice.
.. SglH'Cihdt CenterJJr-:CO- (. fSanta .in¢Lease Exhibit
Schedule "J-2"
Right of First Offer
I titan . Subject to all of the terms and conditions of this Exhibit " " Tenant shall have the right (the "Right or First War") 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" means any space on the second (2"a) floor of the Building that is not within the Premises. A portion of the First Right Space shall be
"Available For Lease" IF., (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 (0) such space is not subject to any then existing expansion or renewal rights of any type that
is or are set forth in any lease affecting space it) the Project, "A Third Party Offir" means any written offer or proposal for the lease of all or any
portion of the First Right Space that is delivered by Landlord to a'thied party, or that is. received by Landlord from a third party, in either case, on
terns that are acceptable to Landlord (excluding any`sucoffers ,,or proposals that either (I) relate to any expansion or renewal rights that are set
h
forth in any lease affecting space in the Project trat:exists a$
of the Effective'Oate or 01) are for the renewal or extension of the tern of the lease for
any then existing tenant of the applicable portion of the First Right Space).
2.1 Pi
becomes Available to
describe (and state the
state the date (the "0.
available for delivery
Allowance, abated Rei
(die "Offered Terms'
Premises, provided:tht
Date for any Offered F
First Right Space is ci
have no right under th
will occur during the
shall, in its Tenant's A
oti c, Subject- to the terms and'condifions of this
andford shall notify Tenant ' thereof' ii witfng (the'
Area of) tire portion of the'First Right Space that is d
ice SchCduled Commencement Date") upon which
(a) stets Landlord's determination of the econon•
er Rent Concessions defined below) on which"Landl
Instate dint the expiration of Tenant's lease of the I
ere shall be less than five (5) years remaining in the'
Space, the First Offer Notice shall state that Tenant's
such
2.2" Tcnaht's Accentance Natiee. Tenantmay exercir
Notice only by delivering to Landlord, not -more than ten (10) businet
notice ("Tenant's Acceptance Notice") Stating that Tenant accepts I
deliver Tenant's Acceptance Notice to Landlord within Rve (3) husine
essence, then subject to Section 2.3 below, Tenant's. Right of First C
Landlord shall be free to lease the Offered First Right Space describe(
rates and upon such term$ as Landlord in its sole,tllscetion may desire.
2.3 Landhir
person or entity on economic
Terms specified. in the First C
Right Space to Tenant on the
Section 2.1 of this Schedule
Notice in accordance. with Si
such First Offer Notice'withi
Tenant in accordance with Elul
hedu c " -2". if all or any portion of the First Right Space'
•st Offer Notice"). The First Offer Notice shall also: (a)
Available for Lease (the "Offered First Right Space"), (b)
ndlord then believes the Offered First Right Space will be
terms (including tile Base Rent, Base Year, Improvement
is willing to lease the Offered First Right Space to Tenant
t.Right Space shall be coterminous with the lease for the
»as or the at the Offered Space Scheduled Commencement
.r6se. orits Right of First Offer with respect. to such Offered
ion (with it being understood and agreed that Tenant shall
which the Offered Space Scheduled Commencement Date
mall have an unexereised Extension Option and (B) Tenant
right to tease the Offered First Right Spaceidentified In, any First Offer
's-otter Landlord's delivery of the applicable First Offer Notice, written
ord's otter to Tense the Offered First Right Space.. If Tenant clots not
ys after Landlord's delivery o'any First Offer Notice, timebeing of Elie
shall no longer apply to time applicable Offered First Right Space mid,
re First Offer Notice to third parties selected by Landlord at such rental
Elie foregoing, before lensing oily Offered First Right Space to any other
fie favorable (Oil all ptinuadzed net effective rent basis)than the Offered
ditions orthis Sclt u ",g J-2'_, Landlord must re -offer such Offered First
economic terms by delivering another first Ol`fer Notice with respect to such space in accordance with
af'shall again have she right to elect to lease such space by: delivering a Tenant's ROM Acceptance
I' this Schedule 1-2" provided that Tenant shut[ have only five (5)'business days after receipt of any
•er its Tenants Acceptance Notice with respect to such Offered Pint Right Space that Is re -offered to
3.1 if Tenant duly exercises its Right of I iisi Offer ui aocorda ig wrfh this Schedule ".f-2" with respect to tiny Offered first Right
Space that is identified in any First Offer Notice (anysuch space "Leased i•irst Rr;bt Sparc") Thum (n) the lerni of the lease of such Leased First
Right Space shall commence upon the date (tie •'Firs( Right Cdruneneentenf Date") that Landlord cndcrs to Tenant delivery of possession of such
Leased First Right Space, (b) the expiradon orTini ill's lease of the Leased First Right Space shall be coterminous with the termination of the Lease
I'or the then existing Premises, (c) except as axpressly'provrdedmo 'J.2" the remaining terms of Tenant's lease of such
Leased First Right Space shalt be the menus findcoitdrnmms of till. l.en,d"jpivr�ided ttae'alfprovisions of the Lease which vary based upon the
Rentable Area of the Premises shnli be adjusted to iellecl time idldiEidn of the LcatsJ First Right Space to the Premises) kind (b) Landlord and Tenant
shall reasonably promp(ly lherealler execute an mimendmcnt to this tease for such Leased First Right Space upon the ternis and conditions as set forth
in the First Offer Notice, subject to the provisions of this Schedule") 2" .
more than ten
3.2 l he monthly base rent payable by Tenant with respect to any Lensed First Right Space (the "ROFO Rent") shall commence on
the applicable First Right Commencement Date and shall be equal to the product Of: (a) time mimlaer of Sxluarc ILv1 of Rentable Area contained in
such Leased First Right Space and (b) tie FbIRR for such leased First Right Space Irin the applicable Acceptance Notice, Tenant espresaly rejects
Landlord's determination of the FbIRR (and ROPE) Rent) for the applicable Leased First Right Space. then the FMRR (and ROFO Rent) for such
Leased First Right. Space shall be determined in accordance with Schedule "J-3". provided that if the FMRR (and ROFO Rent) for any Leased First
Right Space shall not be determined es of the First Right Commencement Date. the parties shall utilize 1.,andlord's Submitted FMRK (defined below)
to determine the R0170 Rent for the applicable Leased First Right Space, and if Tenant's Submitted FMRR shall be uldinatcly 'selected pursuant to
801 3. fxhibii.1
ID
Schedu a °J-3" Tenant shall be given a credit ago lost 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 PMRR (and ROFO Rent) set ford) in the applicable First Offer
Notice, then Tenant shall conclusively be deemed to have accepted Landlord's determination of the FMRR (and ROM Rent) for the applicable
Leased First Right Space as set firth 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 the same manner as f'or the Initial Premises, including, without limitation, in
accordance with the provisions of Section 4.2 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 Right Space; Delivery Improvement
3.4.1 Landlord shall endeavor to deliver the Leased First Right Space to 'Tenant on or before the applicable Offered Space
Scheduled Commencement Date (as identified 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 slid 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 nny expense (including the granting of any 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 die date on which it is delivered to Tenant, and (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 lies 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 the construction of the initial Leasehold Improvements (if any) in such Leased First Right Space,
and (6) Landlord may grant to Tenant an improvement allowance to be used for costs that are incurred in connection with the construction of the
initial Leasehold Improvements (if 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 rticle 10 of the Lease
801 wavie Center Dr—CiA, uJ'Srinta.tnn Lenre -4- Exhibit.)
Schedule "J-3"
Determinin¢ FMRR.
Forpurposea ofdetermining the FMRR, the fallowing procedure shall apply:
I If Tenant duly exercises any Extension Option and duly rejects Landlord's determination (in its Market Rent Notice or the FMRR for the
Extension; then Landlord and'renant shall endeavor to agree upon the FMRR for the'Extension Term on or befiae the Outside Agreement Date
(defined below). If Landlord and Tenant are unable to agree upon the FMRR for the Extension Term on or before the Outside Agreement Date, then
Ole FMRR for the Extension Term shall be determined by arbitration pursuant to Section 2 of this Schedule '1-3". The "Outside Agreement Date"
means the date that is ten (10) business days after the dale dia4Tennot notifies-Ltmdlord,in its Market Rent Response Notice that Tenant has rejected
Landlord's initial determination ofthe FMRR fur theEktension Term,
2 if Landlord and Tenant shall fail to L agree upon the FMRR for die Extension Ternt'oil '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 ianl-determination or the FMRR for the
Extension Term and such final determinations shall be submitted tp, arbitration (as Tenant's and Landlord's "$ubmitted FMRR," respectively) in
accordance with the following: -
2,1 Landlord,arul'Tehant that,, each appoint one arbitrator who shall by, profession be a real estate broker who shall have been active
in die leasing of the Froject.and the Coniipagabiej3ulldmgs over the five (5)year perA ending online date'or such appointment. The determination
of the arbitrators shall WIjrhited solely,_to t(ne Issue as to whether Landlord's orrTemmtrs Submitted FMkR is,EUiQ closest to -the hctual FMRR for the
Extension Term, as detefmined by,.i(te prl itrators, taking into account the ret}uirements of Airs Schedule "`J-3": Each �soch :arbitrator shall be
appointed within fifteen (I5) business`days after die Outside Agreement Date
2.2; The (tvo ar(Jitrators so appointed shall, within ten (10) business days ofthe data of the appointment of the second appointed
arbitrator, agree upon and appoint -a third arbitrator who shall be qualified ander,the'sumestandard as described in Section 2.1 of this Schedule ".1-3"
(with respect to ttppointutent of the initial two arbitrators) ,, ,. • ; ` it -
2,3 The three atbrtra{ors'shnll withinlmty (30) days of the appointment of the third arbitrator, reach a decision as to whether the
parties shall use Landlord's or Ten-tlnt's Sutnnrtted FlV1PR 'id. sheq nohfy.La4dlord anti Tenant thereof;'.prrovided that: (a) if either Landlord or
Tenant fails to appoint nn-arbt't- tor`Within fifteen (15) busioesa'4ay,-period described in Section-2.1 of this Schedule J 3, thed the arbitrator
appointed by the other party shall solely reach,-p decisiciWas to the FMRR for.the Exleosion.Telmt,and notify, Landlord;.and Tenant thereof within
thirty (30) days following expiration •of suoV dibeen ,(15)"business day period, and sach'abitra[on'°s: tleclsion shall be binding upon Landlord and
Tenant, and (b) i i lie two arbtratorss fail to agree upon aid appolntathird arbitrator, or bothpikies fall to pppolpt an arbitrator, then the. appointment
of the third Arbitrator orany arbitrator shd)I be dismissed and th0natter to he decided shall ba,prompfly Submitted (o arbitration under the provisions
of due American Arbitration Assocmhon'hhc "AAW 1,'but subiec't tit dre•iu Rim ctiors act forth in III is Srhe,lilie .3
2 a, The decision of die mnlotlty of the three arbitrators (or in the case of a decision made under clause (a) or (b) of 'aot'orn 2.3 of this
Schedule "J-3", the decision of the single mtrih•ator or the arbltrator(s) appointed by theAAfy) shall be binding upun Landifird and Tenant, shall be in
writing and shall be non-appcatabte; nndcaunterpar[„topics thereof"shall be delivered to Landlrrd anus Tenant. A judgntetit or order based upon such
award may lie entered in arty court of competent,j_m•isdictiort In rendering their deciston;a}'d uv ard, the arbitrators 51na11 have) o power to vary,
nnoclify or aciiend,aily provisiop a06lis ).ease•
2.5 Landlord and'fenant shall each bear 50% of the cost of the arbitration described in this Sector 2 ufthis Schedule "J-3".
B.
.r
961 O'Cirir Center Dr- Clry gfYnnat Ana Lean -5- L xhibit .I
961 O'Cirir Center Dr- Clry gfYnnat Ana Lean -5- L xhibit .I
EX111BIT "IC"
EYEBROW SIGN
I. Can of Wthts. In connection with'renanl's lease of the Premises, subject to all of the terms and conditions of this Exhibit "K' Tenant
shell have the non-exclusive right to cause Landlord to display signnge (the "Eyebrow Sign") identifying Tenant by its Business Name (defined
below) oil the Building in the location described in Section 2,1 of this Exhibit `V. 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" metros only "City of Santa Ann", or airy
other business or made name of Tenant that not an Objectionable Name. "Objectionable Name" means any name that: (a) relates to an entity that is
of a character or reputation, or is associated with a political orientation or faction that is materially inconsislenl 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 Santa Ann, taking
into consideration the size and visibility of the Pylon Sign or (b) conflicts with any then existing covenants in other leases of space in the Building or
Project.
2. Location; Specifications and Permits.
2.1 Subject to Section 2.2 of this Exhibit "K" below, The Eyebrow Sign shall be located on the "eyebrow level" of the Building (i.e.,
,just above the first floor of the Building) cot a side of the 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 or and 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 NO discretion to: (a) position and/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 or Project (or on other signs for the Building or Project), (i) 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 tenants or persons, in either case, as Landlord shall detemnine in its sole and absolute discretion.
3 Cost and Maintenance. 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 the 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 earlior termination.
of this Lease.
4, Terminntion; Removal.
4.1 Notwithstanding any provision of this Lease to the contrary, by notice delivered to Tenant, Landlord may, at its option, elect to
terminate all of Tenant's rights with respect to the Eyebrow Sign; (a) at any time Thal the Originni Tenant (together with any Permitted State &
County Transferees in accordance with Section 11.1.2 above) is no longer leasing and occupying 20,000 RSF in the Building, (b) if this Leese is
assigned to any Person, or (e) if any Event of Default occurs.
4.2 Upon tie expiration or earlier termination or this Lease, or after termination of Tenant's rights with respect to the Eyebrow Sign
as provided above, Landlord may, at Tenant's sole cost and expense remove the Eyebrow Sign from the Building and cause the areas in which such
Cyebrow Sign was located to be restored to [lie condition existing immediately prior to the placement of such sign (subject to ordinary wear and tent).
Tenant shall reimburse Landlord for all of its costs incurred in connection therewith in accordance with Section 3 of this Exhibit "K" above. The
terms of this Section 4.2 of this Exhibit "K" shall survive the expiration or earlier termination of this Lease.
801i Ode Center Or—Cip•ofSnnru.-inn L[nrc�
.I• Exhibit K.
ENHIBIT "G'
STATE REQUIREMENTS
I. If applicable, Landlord will provide a Seismic Certificate of Applicable Code in the form described in Schedule "GI" with respect to
seismic adequacy.
2. Landlord has provided the Accessibility Survey with respect to the Premises and Ute path of Navel from/to public transportation and public
rights -of -way, parking and restroom areas attached hereto as Schedule "L-2". Landlord will perform all work required to correct the
conditions identified in; (a) Form I (restriping ADA stalls); (b) Form 3A (Item 2) (install on intercom system that will alert dedicated
personnel to assist those in need ti•om the public sidewalk); (c) Form 13 (modify, elevator panels to provide minimum toe kick clearance);
and (d) Form 10 (update the 2"^ floor restroonis). The condition identified in Form 8 (Stairs) will not be corrected, and is accepted by
Tenant as an acceptable hardship.>. • --• >.,,...
3. Landlord will additionally provide a Vurifled Re)irnt Form Ci following botiipledon of construction.
SA/ VI'Civir Cwrrer Dr—Cip•r!/Snube:Irm Leave
Pxhihiv K
Schedule "L-l"
Form of Seismic Certificate of Applicable Code
[altachedl
1346805A11234.1751.
K
14 November 2016
William Lee, Vice President
Ocean West Capital Partners
315 W. 9�' Street, Suite 808
Los Angeles, CA 90015
STRUCTURAL Subject: Seismic Certificate for California Department of General Service
a Civil. 801 Civic Center Drive
ENQINESRS
Dear Mr. Lee: '
Attached°please find the Seismic Certificate requested by California Departmer
(DGS) F& the 4 story building at:801 Gvic Certer'Drive, Santa Arta, CA +a2701, -;
B3# 1610377
of General Service
Ilre building was constructed in about 083.;The certillcate'states that this building -was designed to
meet the -,,1976,or subsequent editions of the Uniform Building Code and doestot,have any one of
the enumerated characteristics or conditions fisted in the certificate, '
the building has the condition of:
Welded steel moment frames (WSMF) thet'const Lute the primary seismic force -resisting
system for the building, and-
-the structure was'desigr ed tp'code'requirements preceding those of the.1997 edition of
thel.�inlfoi�il%euiiding Code '
However, the building has ;'
'.perien'ced an earthquaketiP Suffcter rflagnitude anti'site peak ground motions ons that
Inspection Is regWlred when any oP the conditions ofSept on 3.2 of FEMA 352 Indicate an
Investigation of beam-colump connections Is warranted'
The certiflcate does not require`ahV analysis of the building or any comparison to the latest Building
Code. Any soft story; discontinuity or irregulaiiiy that may be present in the building may affect the
pee&mance`of the building in the event of a'large eaPthquake, `
Our professicinal services have been performed with the intent to meet the degree of care and skill
ordiricirily exerdseti' by reputable structural:er e)lneers pr5ctidng in finis or similar loealitles• No other
vuarranty, expressed or Implied, is made as to the professional advice or opinions Ind uded
in this
report.
IF you IVVe any questions hegaming information presented in thisletter or the attached certificate,
please feel"frea th co tact us.
SiitGerely, bw sdo
BRANDOVN & JOHNSTON, INC.
r °� 4A� Eai yA
S.E., LEED AP j I
Attachment: Seismic Checklist
Seismic Certificate
G:\16\1610377 Ocean West 801 W Civic Cntr Santa Ana Seismic Cert\1610377 801 W Civic Center Seismic
Certificate letter,doc
18831 Von Karman Avenue Suite 240 Irvine GA;:v,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:
01998 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:
• Unreinforced 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 partiall 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 spelling concrete walls or foundations, wood dry rat, etc.
Documentation of the selected performance level evaluation will be retained by the preparer and shall be
available to the State upon request.
Name:
Firm:
Telephone No:
License No;
License Expiration Date;
Ryan Bishoff
Brandow & Johnston, Inc.
949-862.8510
SE 6250
06/30/17
/11/14/2016
Signature Date
Comment:
For a building not qualifying under the above criteria; an Independent Review must be performed.
RFCPS Optigg2 30 April 00
4
SEISMIC SCREENING CHECKLIST
Reviewer Name
Project No.. :: ,,
Total Bldg. Sq. Ft.
Agency
Total Lease Sq, Ft.
Location' '
Hours of Use
1 Retrofit since 1976
No further screening required if documentation of retrofit is provided.
2 Ag
Ty
e of Building &
ae of Constructlon
Tilt -Up
Pre 1933
8
1933 to 1976
Post 1976
MO9r?1.
Score
Masonry
'10
8
1
Reinforced Concrete
. 7
b a
1
Wood Frame_; " . ..
3
2
1
Steel '
7
,. 3
1
1
3 .Holght of Building In Stories,
Moll"'
ox nurriker of stoups allowable for screening is 6. Assign one point
per 'at ory, l.el 1 min., 6 Max (1.6) 4
4 Seisrntcjty
Assign pointy as Indicated for counties as grouped, in a, b, & c below
(a) 12 points 1n Los Angeles, West 1/3 of San Bernardino, 12
Contra Costa, Riverside, Santa Clara, Alameda, Ventura, .
San Francisco, Merin
(b) 9 points in Sonoma, Serttaaraara San Mateo,- 9 9
Orange, S9rrDiago, Inyo,-Ssn ' ui'Obispo, Napa;,efn,
Monfar_ey, clano;-.HUmboldt, Men?ooino
(c) 3 points to all other counties'ilot Ilstea
above. 3
S.ConfAura#ioniVewlicall. 'r
®� E mm 2tt. CID 0
®�®fflo EM
r cv �, na.
All otherconffgurations 1
6 Configuratio n,(Plan View)
_,..
3 7 7 ., 7
7 Visible Defects "
subj4ctive scoring.' 10 points max. a'ssignahlaforail defects
observed The folibwinj-list is of typical things to took for.
a Dry rot, look for Water''stains,on ceiling tiles.:and walls .
b Damaged foundations,'fook fd[ iai'ge,cracks.erid hiisaligr ment
c Sagging or shifted beams look for bowing In enter, check for
position (parallel) relative to other members
d Tilted walls or columns
e 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, conc., etc) (1-10)
TOTAL 28
Total score of 20 or above requires standard seismic certification.
Capy 0f Smsm cilB M,si-�Ited.AS
Schedule "L: 2"
Accessibility Survey
(ailacheAJ
801 WChde Comer Or -Cry pfShnaAmsI ass -I Exhibith
A
n:a
A
Fin CMM ER • at Ntlf- A_Mr.tATFI
March 10, 2017
Mr, William Lee
Vice President
Ocean West
315 W. 9th Stre
Los Angeles, CA
013 WNW RM1'W0Y
Cuhwr City, CA NYlW
10.'s:I'MC".2
S7G YrtuU, r1oweravr.e1, "wnla 1W
Los Anaokm CA OWN
1010i Von Kwman A,"m,Wm i26
Issuie, CA0261'?
w9'7cl91,t:,
51566N.,ko Slreoi, Wh U63
San Frmv.19 u, CA 4105
4isc:W1'8;1.6
405A US Rould 1 Sauth,adm ion
LSWit, Now Jenny r1P M
:.� - : , , 12n eawt'23rdfireaS rash Roar
New Yadc, NY 1 Win
a 808 eu l i2:a vi
w,we:ouWaam
RE: 801 N/. Civic Center, Santa Ana —Accessibility Checklist
`Rf50 Project Numher;142056
-Dear William,
Upon review of the accessibility checklist and survek of the site conditions, below Is a summary of our
findings andrecommendationsfor correcting the non•compliantltems: in particular, remedlatlon work
for 3 specinq'ifems on the fist would have significantlmpacts-on other aspects of the building. Such
impact is listed for your „cd'nsfderation
=: Parklug(Form 1)item3thfu4 •`
-.o RestripeparkM'g;relocate orreworkparking surface Exterior Routes of Travel (Form 3A) - -
b-. Item I- Ccndltiondoeinotapply ,ifaccessibleparking Isrelocated
o� Item io,provicka an Intercom system that will alert dedicated
personnalto assistthose Inneed -
:ExterforAoutes of Travel 9 (Form 38) items 1 thru 2
_o Condition does not apply if accessible parking is relocated.
Curb-RAmps (F0rm 4) Items"I"thru 2 -
0 Condition does not apply if accessible parking is relocated'
0rinking FountoIns (Form'S)
:o Drinking fountains ere not required if tenant spaces have potable water access of
occupants.
Ram"
(Form 7) .
a Condid, ° oesz t apply iF accessibla parking is relocated
Stairs (Form 8)
o Stair Ms ore /na hI code maximum, Remadiation would require the
reconstru"ctlod of„the stalI ells. The�Califomia buliding codehas an explicit exception
that wopfd'allow F'rst' coildition{118•'210.1 Exception2) provided-06S accepts this
f 'ship.
as ha
8uliding Entrance`s: and Exits (Form 10)
o P'r$vtde reYYultedsien°aLeand ad[usC�bbr dosdr '
�tlll {V Civic Carver Dr— Ciry: n�Snntn,l nn (.rrrar
Fchihlt K
Doors and Gates (Form 11)
o Rework as required
Elevators (Form 13)
o Panels In the elevator will be reworked to provide the minimum required toe clearance
distance
,.3 Toilet Facilities (Form 16)
o Rework as required
❑ Signage (Form 19)
o Provide signage as required
Alarms (Form 20)
o Rework fire extinguisher cabinet
Sincerely,
4�
Dickson OI, AIA
Project Manager
Page J2
13-16Ag5.1/127d.175)
-2-
EXHIBIT "M"
APPROVED GOVERNMENTAL ENTITIES
Slate of California — Employment Development Department
Stale of Cali fornia — Department of Rehabilitation
County orOranga— Social Services Agency
SER Jobs for Progress — Title V Grant; Private Non -Profit
Rancho Santiago Community College District - Santa Ana College
Goodwill Industries
Cornerstone/Job Corps
861 W 011e Confer Dr— Clb' q/'.Suela; l mr Leave -I - 8sh ibil K
TABLE OF COMM
Pape
ARTICLE1 -
DEFINITIONS .............................. ...... ...... ..... ......... ................. ...... .......... ........... ......... .........................._,......,,................
.
ARTICLE 2 -
LEASE OF PREMISES; COMMON AREAS; PARKING; SIGNS.................................................................................3
ARTICLE 3 -
DELIVERY; COMMENCEMENT; TERM; SURRENDER; HOLDING OVER.............................................................4
ARTICLE4 -
RENT AND OTHER CHARGES...........................................................................................................................I........14
ARTICLE5 -
TENANT'S TAXES ........................... .......... ..... ...... ....... .......................... .............. ......... ............ ................. I ........ ,,.........
5
ARTICLEfi-
SECURITY DEPOSl1........................ ....................................................................................................I...............,.......1.15
ARTICLE7-
USE OF PREMISES ........................... .............. ................. ............................................. ................ ......... I ............ I ..........
15
ARTICLE8 -
UTILITIES AND SERVICES ................... .............. ....................... ......... ......... ........... .... ...... ..... ........... ................ I..........
0
ARTICLE9 -
MAINTENANCE AND REPAIRS ................. ......... ........ ..... ........ ...... "....................................... ............ I ................ I......
0
ARTICLE10-
ALTERATIONS ..................................... ............... ............... ....... ............... ........ .... ...... ....... ....... ..... ............ I.... I..............1
G
ARTICLEI I -
ASSIGNMENT AND SUB1,ET7'ING..............................................................................................................................
7
ARTICLE 12.
SUBORDINATION AND ATTORNMENT; ESTOPPEL CERTIFICATES; FINANCIAL STATEMENTS ................
8
ARTICLE13 -
CASUALTY; TAKING...................................................................................................... ...... ............ ...... ............ I..........
8
ARTICLE 14 -
INDEMNIFICATION AND INSURANCE ........................ ......... ........... ................... ............................... I .... ,..................
9
ARTICLE15 -
EVENTS OF DEFAULT AND REMEDIES....................................................................................................I...............9
ARTICLE 16 -
LANDLORD'S DEFAULT; LANDLORD'S LIABILITY...........................................................................................
10
ARTICLED-
MISCELLANEOUS..................................................................................................................................................I...110
EXHIBIT "A" Depiction of the Premises
F,XHIBIT"B" Notice ofLease TermDales
EXHIBIT"C" Work Letter Agreement
EXHIBIT "D" Rules and Regulations
EXHIBIT "E" Additional Real
EXHIBIT "F" Services and Utilities
EXHIBTP"G" Insurance Requirements
EXHIBIT "H" Remedies
EXHIBIT "I" Fomi of Tenant Estoppel Certificate
EXHIBIT "J" Options
FXFIIBST "K" Eyebrow Sign
EXI-IIBIT"L" Stale Requirements
EXHIBIT "M" Approved Governmental Entities
801 O'. £irk C_nler Dr-00, i j.Tonrn,I nn Lease
1
Tuhle ulTontents
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