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ORANGE, COUNTY OF SOCIAL SERVICES AGENCY (2)
Ketum ()MUINAL 5 L Exectied Copy to COTC (n30/Tli) MAY 2 0 Z019 Memorandum of Understanding For Santa Ana Workforce Development Board and the County of Orange Social Services Agency A-2019-070-03 MEMORANDUM OF UNDERSTANDING 1. LEGAL AUTHORITY The Workforce Innovation and Opportunity Act ("WIOA") sec. 121(c)(1) requires that each Local Workforce Development Area develop and enter into a Memorandum of Understanding ("MOU") with each America's Job Center of California ("AJCC") Partner, consistent with WIOA Sec. 121(c)(2). This requirement is further described in the WIOA; Joint Rule for Unified and Combined State Plans, Performance Accountability, and the AJCC System Joint Provisions: Final Rule at 20 CFR 678,500, 34 CFR 361.500, and 34 CFR 463.500, and in Federal guidance. Additionally, the sharing and allocation of infrastructure costs among AJCC Partners is governed by WIOA sec. 121(h), its implementing regulations, and the Federal Cost Principles contained in the Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (Uniform Guidance) at 2 CFR part 200. 2. PARTIES The parties to this MOU are the City Council of the City of Santa Ana, the Santa Ana Workforce Development Board ("SAWDB"), and the County of Orange Social Services Agency ("SSA"), a collocated one -stop AJCC Partner located at the Santa Ana WORK Center, 801 W. Civic Center Drive, Suite 200, Santa Ana, CA 92701. 3. PURPOSE The purpose of the MOU is consistent with the provisions of WIOA sec. 121(c)(1), to establish a cooperative working relationship between the SAWDB and SSA, the collocated AJCC Partner, and to define their respective roles and responsibilities concerning the operation of the AJCC as it relates to shared services and customers. It serves to establish the framework for providing services to employers, employees, job seekers and others needing workforce services. It also serves to establish a framework to support the established service delivery through the sharing of resources and costs. 4. DURATION This MOU shall become effective as of the date of full execution of the MOU by all Parties ("Effective Date") and shall be effective for three (3) years from the Effective Date. This MOU shall supersede and cancel the existing Phase I MOU between SSA, Orange County Development Board ("OCDB"), and SAWDB, executed June 28, 2016, and Phase II MOU between SSA, OCDB, and SAWDB, executed August 22, 2017. OCDB has no objection to this MOU superseding and cancelling the Phase I and Phase II MOD's (see Attachment 6). This MOU will be reviewed not less than once every three years to ensure appropriate funding and delivery of services and to identify any substantial changes that require modification of this MOU. This MOU will remain in effect until the termination date, unless one of the conditions in section 32 occurs. 5. MODIFICATIONS AND REVISIONS This MOU and its Attachments 1, 2, 3, 3-1, 4, and 5 constitute the entire agreement between the parties, and no oral understanding not incorporated herein shall be binding on any of the parties hereto. This MOU may be modified, altered, or revised, as necessary, by mutual consent of the parties, by the issuance of a written amendment, signed and dated by the parties, which may require approval by the governing body of each Party. Assignment of responsibilities under this MOU by any of the parties shall require prior written notice and preapproval of all parties. Any assignee shall also commit in writing to the terms of this MOU. 6. SANTA ANA WORKFORCE DEVELOPMENT STRATEGIES Santa Ana's vision rests on integrating current and future resources through its SAWDB Partners. Integration suggests more than partnering or assembling multiple funding sources. It means making certain that all elements of the workforce support system work together to create inviting and seamless services wherever a client enters the system. Santa Ana's vision is sensitive to the needs of its unique demographics. The SAWDB's overall strategies include: a) Identifying regional industry clusters (e.g., manufacturing cluster, medical cluster, etc.) to create new jobs in which Santa Ana's workforce can participate; b) Expanding small business development support as a creator of new jobs and method for growing the local tax base; c) Educating Santa Ana's current and future workforce through classroom pre -training and training activities, plus on-the-job training and workforce skill enhancement activities; d) Offering career pathway programs for both unemployed and employed adults and youth; e) Increasing access to jobs for disconnected and underserved populations, especially youth; f) Organizing, integrating and supporting social and other services through the SAWDB's network of partnerships, volunteer organizations, and established institutional resources; and, g) Assuring funding from all public, private, and other sources in support of its programs. 7. ONE -STOP SYSTEM & SERVICES A. LOCATION The AJCC is currently located in Santa Ana as follows: American Job Center (Comprehensive AJCC) Santa Ana WORK CENTER 801 W. Civic Center Drive, Suite 200 Santa Ana, CA 92701 (714)565-2600 Open to the Public: Monday — Friday 8:00 am-5:00 pm The AJCC is currently located at the Santa Ana WORK Center ("SAWC") as described in the Location of AJCC and all Partners, attached herein as Attachment 1 and incorporated herein by reference. Santa Ana ranks as the fourth densest city in the entire nation. SAWC, through its central location in downtown Santa Ana, shall provide and/or coordinate WIOA services to individuals, providing them with the necessary skills to participate in building a world -class workforce in Santa Ana. The SAWC offers the community a variety of informational, employment and training services based on individual needs. Those needs are met by the combined efforts of the SAWC Partners as described by the Santa Ana AJCC Partner Services, included herein as Attachment 2 and incorporated herein by reference. B. SERVICES PROVIDED AT THE SANTA ANA WORK CENTER Services and referrals provided at the SAWC by AJCC Partners may include, but are not limited to, the following: 1. Basic Career Services: a. Eligibility determination; b. Outreach, intake, and orientation to information and services; c. Initial assessment of skill levels, including: literacy, numeracy, and English proficiency; and, aptitudes, abilities, and support service needs; d. Labor exchange services, including: i. Job vacancy listings in labor market areas; ii. Information on job skills needed to obtain the vacant jobs; and, iii. Information relating to in -demand occupations, including earnings and opportunities for advancement; e. Provision of performance and program cost information on the Eligible Training Provider List eligible programs by program and type of provider f Provision of information in acceptable formats and languages that identify actual performance against performance accountability measures g. Provision of information related to support services h. Provision of information and assistance in filing Unemployment Insurance claims; and, i. Assistance in establishing eligibility for programs of financial aid assistance for training and education programs not funded through WIOA. 2. Individualized Career Services: a. Comprehensive and specialized assessment of skill levels and service needs including: Diagnostic testing; and, other assessment tools; b. In-depth interview and evaluation to determine barriers and goals; c. Development of Individual Employment Plan to identify goals, objectives, and services; d. Group counseling; e. Individual counseling; f. Career planning; g. Short-term pre -vocational services, including: development of learning skills; communication skills; and, other soft skills to prepare individuals for employment or training; h. Workforce preparation activities, including: basic academic; and, obtaining other skills necessary for successful transition into postsecondary education, training or employment; i. Financial literacy services; and, j. Out -of -area job search assistance and relocation assistance. 3. Training Services: a. Occupational skills training; b. On -the -Job training; c. Incumbent worker training; d. Programs that combine workplace training with related instruction, which may include cooperative education programs; e. Training programs operated by the private sector; f. Skill upgrading and retraining; g. Entrepreneurial training programs; h. Transitional jobs; i. Job readiness training provided in combination with any of the aforementioned training Services; j. Adult education and literacy activities, including: activities of English language acquisition; and, integrated education and training programs provided concurrently or in combination with any of the aforementioned training services; k. Customized training; 1. Internships and work experiences that are linked to careers; and, m. English language acquisition and integrated education and training program. 4. Employer Services: a. Recruitment and other business services on behalf of employers. C. SYSTEM STRUCTURE 1. AJCC ONE -STOP OPERATOR PROCUREMENT The SAWDB will procure the AJCC Operator through a competitive process in accordance with the Uniform Guidance Cost Principles contained in the Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards at 2 CFR part 200 (Uniform Guidance), including the Office of Management and Budget's (OMB) approved exceptions for the U.S. Department of Labor at 2 CFR part 2900, WIOA and its implementing regulations, and local procurement laws and regulations. All documentation for the competitive AJCC operator procurement will be available for public inspection. The State requires that the AJCC operator is re -competed at least every three years and no later than every four years. 2. ROLES AND RESPONSIBILITIES OF PARTIES a. Provision of Applicable Career Services and Participation in Planning and Development. The parties to this MOU will work closely together to ensure that the AJCC is a high -performing work place with staff that ensure quality of service. The AJCC Partner has indicated they shall provide an array of applicable career services to clients as set forth in the Santa Ana AJCC Partner Services. The AJCC Partner agrees to the responsibilities required of all Partners under WIOA Section 121(b). In addition, the AJCC Partners will participate in joint planning, plan development, and modification of activities to accomplish the following: i. Continuous partnership building; ii. Continuous planning in response to state and federal requirements; and, iii. Responsiveness to local and economic conditions, including employer needs. Parties agree to the co -enrollment of mutual customers in case management to better leverage the resources available for the benefit of the participant and enhance successful outcomes and participate in the operation of the one -stop system consistent with the terms of the MOU and requirements of authorized laws. Both parties agree to inform each other immediately when a customer violates an established policy that would require them to be banned from the center or behavior that requires police intervention. Parties agree to collaborate and reasonably assist each other in the development of necessary service delivery protocols for the services outlined in this MOU. Parties agree that the provisions contained herein are made subject to all applicable federal and state laws, implementing regulations, and guidelines imposed on either or all the parties relating to privacy rights of customers, maintenance of records, and other confidential information relating to customers. Parties agree that all equipment and furniture purchased by any party for purposes described herein shall remain the property of the purchaser after the termination of this MOU. b. Parties shall comply with: Section 188 of the WIOA Nondiscrimination and Equal Opportunity Regulations (29 CFR Part 38; Final Rule, published December 2, 2016); ii. Title VI and VII of the Civil Rights Act of 1964 (Public Law 88-352), as amended; iii. Section 504 of the Rehabilitation Act of 1973, as amended; iv. The Americans with Disabilities Act of 1990, as amended; V. The Jobs for Veterans Act (Public Law 107-288) pertaining to priority of service in programs funded by the U.S. Department of Labor; vi. Training and Employment Guidance Letter (TELL) 37-14, Update on Complying with Nondiscrimination Requirements: Discrimination Based on Gender Identity, Gender Expression and Sex Stereotyping are Prohibited Forms of Sex Discrimination in the Workforce Development System and other guidance related to implementing WIOA sec. 188; vii. The Non-traditional Employment for Women Act of 1991; viii. The Age Discrimination Act of 1967, as amended; ix. The Age Discrimination Act of 1975, as amended; X. Title IX of the Education Amendments of 1972, as amended; xi. The Family Educational Rights and Privacy Act (FERPA) (20 U.S.C. § 1232g; 34 CFR part 99); xii. Title IX of the Education Amendments of 1972, as amended; xiii. Confidentiality requirements governing the protection and use of personal information held by the VR agency (34 CFR 361.38); xiv. The confidentiality requirements governing the use of confidential information held by the State UI agency (20 CFR part 603); and, xv. All amendments to each, and all requirements imposed by the regulations issued pursuant to these acts. The Parties agree to inform each other immediately when a customer violates an established policy that would require them to be banned from the center or activity that requires policy intervention. 8. SSA RESPONSIBILITIES AS COLLOCATED AJCC PARTNER SSA commits to collocation of staff, as appropriate, and to providing other professional learning opportunities that promote continuous quality improvement. SSA will further promote system integration to the maximum extent feasible through: a. Effective communication, information sharing, and collaboration with the AJCC operator; b. Joint planning, policy development, and system design processes; c. Commitment to the joint mission, vision, goals, strategies, and performance measures; d. The design and use of common intake, assessment, referral, and case management processes; e. The use of common and/or linked data management systems and data sharing methods, as appropriate; f. Leveraging of resources, including other public agency and non-profit organization services; g. Participation in a continuous improvement process designed to boost outcomes and increase customer satisfaction; and h. Participation in regularly scheduled Partner meetings to exchange information in support of the above and encourage program and staff integration. SSA shall provide applicable career services to clients as set forth in the Santa Ana AJCC Partner Services. The primary principle of the referral system is services to workers, job seekers, and employers. ensure and agree to: to provide integrated and seamless delivery of In order to facilitate such a system, Partners will a. Familiarize themselves with the basic eligibility and participation requirements, as well as with the available services and benefits offered, for each of the Partners' programs represented in the AJCC network; b. Develop materials summarizing their program requirements and making them available for Partners and customers; c. Develop and utilize common intake, eligibility determination, assessment, and registration forms, as appropriate; d. Provide substantive referrals to customers who are eligible for supplemental and complementary services and benefits under Partner programs; e. Regularly evaluate ways to improve the referral process, including the use of customer satisfaction surveys; f. Commit to robust and ongoing communication required for an effective referral process; g. Commit to actively follow up on the results of referrals and assuring that Partner resources are being leveraged at an optimal level; h. Ensure that intake and referral processes are customer -centered with the intent to provide high quality customer service; Ensure that general information regarding AJCC programs, services, activities, and resources shall be made available to all customers as appropriate; j. Ensure that referrals will be made via email or other electronic means; k. Ensure that referrals will include a direct link or access to other AJCC Partner staff that can provide meaningful information or service, through the use of collocation, or real-time technology (two-way communication and interaction with AJCC Partners that results in services needed by the customer); and, Ensure that the referral process will include specific staff name, the activity required, desired outcome and a method for communicating back to the referring agency that the service need was addressed. 7 10. SUPERVISION/DAY TO DAY OPERATIONS a. Day -to -Day Supervision The day-to-day supervision of staff assigned to the AJCCs will be the responsibility of the site supervisor(s). SSA will continue to set the priorities of its staff assigned to the AJCC. Any change in work assignments or any concerns involving the responsibilities of the parties which occur at the worksite will be handled by the site supervisor(s) and SSA management. b. Santa Ana WORK Center Hours of Operation The SAWC is open for business: Monday through Friday from 8:00 am until 5:00 pm. a SSA Staff Office Hours The office hours for SSA staff at the AJCC will be established by SSA. All SSA staff will comply with the County of Orange holiday schedule and will provide a copy of their holiday schedule to the SAWDB and SAWC at the beginning of each fiscal year. d, Building Accessibility All Partner staff assigned to the SAWC will be issued an access card to SAWC suite 200 and a parking lot pass that allows them to enter and exit the parking lot. It is all individual staffs responsibility to keep them secure. Should they damage or lose them they can be replace by the SAWDB at the expense of the individual agency staff. e. Benefits Each party shall be solely liable and responsible for providing to, or on behalf of, its employee(s), all legally -required employee benefits. In addition, each party shall be solely responsive and hold all other parties harmless from all matters relating to payment of each party's employee(s), including compliance with social security withholding, workers' compensation, and all other regulations governing such matters. 11. AJCC OPERATING BUDGET The purpose of this section is to establish a financial plan, including terms and conditions, to fund the services and operating costs of the local AJCC. The parties to this MOU agree that joint funding is a necessary foundation for an integrated service delivery system. The goal of the operating budget is to develop a funding mechanism that: a. Establishes and maintains the Local workforce delivery system at a level that meets the needs of the job seekers and businesses in the Local area; b. Reduces duplication and maximizes program impact through the sharing of services, resources, and technologies among Partners (thereby improving each program's effectiveness); c. Reduces overhead costs for any one Partner by streamlining and sharing financial, procurement, and facility costs; d. Ensures that costs are appropriately shared by AJCC Partners by determining contributions based on the proportionate use of the AJCC centers and relative benefits received, and requiring that all funds are spent solely for allowable purposes in a manner consistent with the applicable authorizing statutes and all other applicable legal requirements, including the Uniform Guidance; and, e. All parties will meet and confer regarding replacement, acquisition, cleaning and maintenance of furnishings. The parties consider this AJCC operating budget the master budget that is necessary to maintain the SAWDB's high -standard AJCC. It includes the following cost categories, as required by WIOA and its implementing regulations: a Infrastructure costs (also separately outlined below in the Infrastructure Funding Agreement); h Career services; and a Shared services. All costs must be included in the MOU, allocated according to the AJCC Partner's proportionate use and relative benefits received, reconciled every six (6) months against actual costs incurred, and adjusted accordingly. The AJCC operating budget is expected to be transparent and negotiated among Partners on an equitable basis to ensure costs are shared appropriately. All Partners must negotiate in good faith and seek to establish outcomes that are reasonable and fair. All Partners must adhere and reference the rules and regulations included in the executed Office Lease, attached hereto as Attachment 5 and incorporated herein by reference. 12. INFRASTRUCTURE FUNDING AGREEMENT The Infrastructure Funding Agreement ("IFA") contains the infrastructure costs budget that is an integral component of the overall AJCC operating budget. The IFA is a mandatory component of the local MOU, described in WIOA sec. 121(c) and 20 CFR 678.500 and 678.755. The IFA contains the AJCC Comprehensive Infrastructure Budget, and Other System Cost Budget, included herein as Attachment 3 and incorporated herein by reference, that is an integral component of the overall AJCC operating budget. The other component of the IFA is the Applicable Career Services, attached herein as Attachment 3-1 and incorporated herein by reference, which includes the shared operating costs and shared services. The overall AJCC operating budget includes the Comprehensive Cost Allocation and Partner Contributions, attached herein as Attachment 4 and incorporated herein by reference. AJCC infrastructure costs are defined as non -personnel costs that are necessary for the general operation of the AJCC, including, but not limited to: a. Rental of the facilities; b. Utilities and maintenance; c. Equipment, including assessment -related products and assistive technology for individuals with disabilities; and, d. Technology to facilitate access to the AJCC, including technology used for the center's planning and outreach activities. Changes in the AJCC Partners or an appeal by an AJCC Partner's infrastructure cost contributions will require an amendment of the MOU. 13. COST ALLOCATION METHODOLOGY The purpose of this infrastructure cost sharing methodology is to summarize, in writing, the methods and procedures that the SAWDB will use to share costs with the AJCC Partner. The AJCC Partner agrees that it will be charged on a monthly basis according to the following cost sharing methodology, and that monthlypayment will be submitted within the first ten (10) calendar days of each month. 14. INFRASTRUCTURE COST ALLOCATION METHODOLOGY a. Rent Costs: Rent costs shall be based only on the base rent. The base rent is derived from the total assigned square footage, calculating the percentage of usage by AJCC Partner and applying that percentage to the common area square footage. Assigned square footage plus the percentage of common area square footage equals total square footage for each AJCC Partner. Total square footage for each AJCC Partner multiplied by the base rent per square foot equals total base rent for each AJCC Partner as indicated in the AJCC Comprehensive Infrastructure Budget, and Other System Cost Budget and the Comprehensive Cost Allocation and Partner Contributions. The base rent has an annual increase of 3% over the five-year life of the Office Lease document (Attachment 5 attached herewith and incorporated herein by reference). b. Utilities and Maintenance: This section includes only telephone services, which includes voice -mail on AJCC Partners' phones. Costs for staff phones are charged based on the AJCC Partner's assigned space. Common area phones will be charged according to space allocation. L. Telephones: Telephone costs include the cost of purchasing and installing a new phone system utilized by the AJCC Partners. Telephone costs are based on the actual cost for telephones in assigned spaces. Common area telephones are allocated based on percentage of space allocation. d. Technology and Internet Access Costs: Installation of Network Wireless Bridge will be a monthly charge based on costs from the vendors. The cost per AJCC Partner is derived from the calculation of total percentage of space used by each AJCC Partner. Recurring monthly charges for Internet, Wi-Pi and other technology charges are allocated based on the percentage of total space allocated. Access Card System installation and programing of the key card system, Data & Phone cabling and Switches will be a monthly charge to all collocated Partners based on allocated space. 15. INFRASTRUCTURE CONTRIBUTIONS The AJCC Partner may provide cash, non -cash (in- kind), and third -party in -kind contributions to cover its share of infrastructure costs. In -kind contributions cannot be used to fund non- 10 infrastructure costs (such as personnel), and must be valued consistent with Uniform Guidance Section 200.306 to ensure such contributions are fairly evaluated and qualify for the AJCC Partner's proportionate share. If third -party in -kind contributions are made to support the AJCC as a whole (such as facility space), that contribution will not count toward the AJCC Partner's proportionate share of the infrastructure. Rather, the value of the contribution will be applied to the overall infrastructure budget prior to determining proportionate amounts and thereby reduce the contribution required for all AJCC Partners. a. Cash Cash funds provided to the SAWDB, or its designee, by AJCC Partners, either directly or by an interagency transfer, or by a third party. b. Non -Cash Expenditures incurred by AJCC Partners on behalf of the AJCC; and Non -cash contributions or goods or services contributed by a Partner program and used by the AJCC. c. Third party In -kind Contributions of space, equipment, technology, non -personnel services, or other like items to support the infrastructure costs associated with AJCC operations, by a non-AJCC Partner to: Support the AJCC in general; or, Support the proportionate share of AJCC infrastructure costs of a specific Partner [20 CFR 678.720; 20 CFR 678.760; 34 CFR 361.720; 34 CFR 361.760; 34 CFR 463.720; and 34 CFR 463.760]. 16. OTHER AJCC DELIVERY SYSTEM COSTS In compliance with WIOA Joint Rule Section 678.760, the AJCC Partners will use a portion of funds made available under their authorizing federal statute (or fairly evaluated in -kind contributions) to share the additional costs relating to the operation of the One -Stop delivery system. These costs may be shared through cash, non -cash, or third -party in -kind contributions. As required by WSD16-09, the amount of funds that the AJCC Partner has budgeted to expend on applicable career services and other shared services, which cumulatively with the other AJCC Partners budgeted amounts shall form the Comprehensive Cost Allocation and Partner Contributions. a. Career Services Applicable to the AJCC Partner The AJCC Partner shall provide applicable career services to clients as set forth in the Santa Ana AJCC Partner Services. The agreed upon Applicable Career Services Budget is set forth in Attachment 3-1 attached hereto and incorporated herein by reference. This budget consists of the AJCC Partner's costs for the service delivery of each applicable career service indicated in the Santa Ana AJCC Partner Services. b. Required Consolidated Budget for the Delivery of "Applicable Career Services" The other system costs budget must be a consolidated budget for applicable career services. This budget must include each of the Partner's costs for the service delivery of each applicable career 11 service and a consolidated system budget for career services applicable to more than one Partner as indicated in the Comprehensive Cost Allocation and Partner Contributions. AJCC Partners understand that while only collocated Partners share infrastructure costs, at this time, all AJCC Partners must share in other System costs through non -cash (in -kind) contributions as set forth herein. 17. DATA SHARING Parties agree that the use of high -quality, integrated data is essential to inform decisions made by policymakers, employers, and job seekers. Additionally, it is vital to develop and maintain an integrated case management system, as appropriate, that informs customer service throughout customers' interaction with the integrated system and allows information collected from customers at intake to be captured once. Parties further agree that the collection, use, and disclosure of customers' personally identifiable information (PII) is subject to various requirements set forth in Federal and State privacy laws. Partners acknowledge that the execution of this MOU, by itself, does not function to satisfy all of these requirements. All data, including customer PII, collected, used, and disclosed by Partners will be subject to the following: a Customer PII will be properly secured in accordance with the SAWDB's policies and procedures regarding the safeguarding of PII; b. The collection, use, and disclosure of customer education records, and the PII contained therein, as defined under FERPA, shall comply with FERPA and applicable State privacy laws; All confidential data contained in Unemployment Insurance wage records must be protected in accordance with the requirements set forth in 20 CFR part 603; d All personal information contained in Vocational Rehabilitation records must be protected in accordance with the requirements set forth in 34 CFR 361.38; Customer data may be shared with other programs, for those programs' purposes, within the AJCC network only after the informed written consent of the individual has been obtained, where required; Customer data will be kept confidential, consistent with Federal and State privacy laws and regulations; and, g All data exchange activity will be conducted in machine readable format, such as HTML or PDF, for example, and in compliance with Section 508 of the Rehabilitation Act of 1973, as amended (29 U.S.C. § 794 (d)). 12 All AJCC and Partner staff will be trained in the protection, use, and disclosure requirements governing PII and any other confidential data for all applicable programs, including FERPA- protected education records, confidential information in UI records, and personal information in VR records. 18. CONFIDENTIALITY All parties expressly agree to abide by all applicable Federal, State, and local laws and regulations regarding confidential information, including PII from educational records, such as but not limited to 20 CFR Part 603, 45 CFR Section 205.50, 20 USC 1232g and 34 CFR part 99, and 34 CFR 361.38, as well as any applicable State and local laws and regulations. Each party will ensure that the collection and use of any information, systems, or records that contain PII and other personal or confidential information will be limited to purposes that support the programs and activities described in this MOU and will comply with applicable law. Each party will ensure that access to software systems and files under its control that contain PII or other personal or confidential information will be limited to authorized staff members who are assigned responsibilities in support of the services and activities described herein and will comply with applicable law. Each party expressly agrees to take measures to ensure that no PII or other personal or confidential information is accessible by unauthorized individuals. To the extent that confidential, private, or otherwise protected information needs to be shared amongst the parties for the parties' performance of their obligations under this MOU, and to the extent that such sharing is permitted by applicable law, the appropriate data sharing agreements will be created and required confidentiality and ethical certifications will be signed by authorized individuals. With respect to confidential unemployment insurance information, any such data sharing must comply with all of the requirements in 20 CFR Part 603, including but not limited to requirements for an agreement consistent with 20 CFR 603.10, payments of costs, and permissible disclosures. With respect to the use and disclosure of FERPA-protected customer education records and the PII contained therein, any such data sharing agreement must comply with all of the requirements set forth in 20 U.S.C. § 1232g and 34 CFR Part 99. With respect to the use and disclosure of personal information contained in VR records, any such data sharing agreement must comply with all of the requirements set forth in 34 CFR 361.38. 19. PRESS RELEASES AND COMMUNICATIONS All parties shall be consulted and notified prior to communicating with the press, television, radio or any other form of media regarding its duties or performance under this MOU. Participation of each party in press/media presentations will be determined by each parWs public relations policies. The parties agree to utilize the AJCC logo developed by the State of California and the SAWDB on buildings identified for AJCC usage. 13 20. ACCESSIBILITY Accessibility to the services provided by the AJCCs and all Partner agencies is essential to meeting the requirements and goals of the local AJCC network. Job seekers and businesses must be able to access all information relevant to them via visits to physical locations as well as in virtual spaces, regardless of gender, age, race, religion, national origin, disability, veteran's status, or on the basis of any other classification protected under state or federal law. 21. NON-DISCRIMINATION AND EQUAL OPPORTUNITY All parties to this MOU certify that they prohibit, and will continue to prohibit, discrimination, and they certify that no person, otherwise qualified, is denied employment, services, or other benefits on the basis of: (i) political or religious opinion or affiliation, marital status, sexual orientation, gender, gender identification and/or expression, race, color, creed, or national origin; (ii) sex or age, except when age or sex constitutes a bona fide occupational qualification; or (iii) the physical or mental disability of a qualified individual with a disability. 22. GRIEVANCES AND COMPLAINTS PROCEDURE The AJCC Partner agrees to establish and maintain a procedure for grievance and complaints as outlined in WIOA. The process for handling grievances and complaints is applicable to customers and Partners. These procedures will allow the customer or entity filing the complaint to exhaust every administrative level in receiving a fair and complete hearing and resolution of their grievance. The Partner further agrees to communicate openly and directly to resolve any problems or disputes related to the provision of services in a cooperative manner and at the lowest level of intervention possible. All Partners agree to inform each other immediately when a customer violates an established policy that would require them to be banned from the center or involves police authorities. 23. AMERICAN'S WITH DISABILITIES ACT AND AMENDMENTS COMPLIANCE The AJCC Partner agrees to ensure that the policies and procedures as well as the programs and services provided at the AJCC are in compliance with the Americans with Disabilities Act ("ADA") and its amendments. Additionally, the SAWDB and the AJCC Partners will ensure that policies and procedures established by the SAWDB and the AJCC Partners are in compliance with the ADA. 24. HOLD HARMLESS/INDEMNIFICATION/LIABILITY In accordance with provisions of Section 895.4 of the California Government Code, each signatory hereby agrees to indemnify, defend and hold harmless all other signatories identified in this MOU from and against any and all claims, demands, damages and costs arising out of or resulting from any negligent acts or omissions which arise from the performance of the obligations by such indemnifying party pursuant to this MOU. In addition, except for Departments of the State of California which cannot provide for indemnification of court costs and attorney's fees under the indemnification policy of the State of California, all signatories to this MOU agree to indemnify, defend and hold harmless each other from and against all court costs and attorney's fees arising out of or resulting from any negligent acts or omissions which arise from the performance of the 14 obligations by such indemnifying party pursuant to this MOU. It is understood and agreed that all indemnity provided herein shall survive the termination of this MOU. 25. SEVERABILITY If any part of this MOU is found to be null and void or is otherwise stricken, the rest of this MOU shall remain in force. 26. DRUG AND ALCOHOL -FREE WORKPLACE All parties to this MOU certify they will comply with the Drug -Free Workplace Act of 1988, 41 U.S.C. 702 et seq., and 2 CFR part 182 which require that all organizations receiving grants from any Federal agency maintain a drug -free workplace. The recipient must notify the awarding office if an employee of the recipient is convicted of violating a criminal drug statute. Failure to comply with these requirements may be cause for suspension or debarment under 2 CFR part 180, as adopted by the U.S. Department of Education at 2 CFR 3485, and the U.S. Department of Labor regulations at 29 CFR part 94. 27. CERTIFICATION REGARDING LOBBYING All parties shall comply with the Byrd Anti -Lobbying Amendment (31 U.S.C. Sectionl352), 29 C.F.R. Part 93, and 34 CFR part 82, as well as the requirements in the Uniform Guidance at 2 CFR 200.450. The parties shall not lobby federal entities using federal funds and will disclose lobbying activities as required by law and regulations. 28. DEBARMENT AND SUSPENSION All parties shall comply with the debarment and suspension requirements (E.0.12549 andl2689) and 2 CFR part 180 and as adopted by the U.S. Department of Labor at 29 CFR part 2998 and by the U.S. Department of Education at 2 CFR 3485. 29. PRIORITY OF SERVICE All parties certify that they will adhere to all statutes, regulations, policies, and plans regarding priority of service, including, but not limited to, priority of service for veterans and their eligible spouses, and priority of service for the WIOA title I Adult program, as required by 38 U.S.C. sec. 4215 and its implementing regulations and guidance, and WIOA sec. 134(c)(3)(E) and its implementing regulations and guidance. Partners will target recruitment of special populations that receive a focus for services under WIOA, such as individuals with disabilities, low-income individuals, basic skills deficient youth, and English language learners. 30. BUY AMERICAN PROVISION Each party that receives funds made available under title I or II of WIOA or under the Wagner- Peyser Act (29 U.S.C. Section 49, et. seq.) certifies that it will comply with Sections 8301 through 8303 of title 41 of the United States Code (commonly known as the `Buy American Act.") and as referenced in WIOA Section 502 and 20 CFR 683.200(f). W1 31. SALARY COMPENSATION AND BONUS LIMITATIONS Each party certifies that, when operating grants funded by the U.S. Department of Labor, it complies with TEGL 05-06, hnplementing the Salary and Bonus Limitations in Public Law 109- 234, TEGL 17-15, Workforce Innovation and Opportunity Act (WIOA) Adult, Dislocated Worker and Youth Activities Program Allotments for Program Year (PY) 2017; Final PY 2017 Allotments for the Wagner-Peyser Act Employment Service (ES) Program Allotments; and Workforce Information Grants to States Allotments for PY 2017, Public Laws 114-113 (Division H, title I, Section 105) and 114-223, and WIOA section 194(15)(A), restricting the use of federal grant funds for compensation and bonuses of an individual, whether charged to either direct or indirect, at a rate in excess of the Federal Office of Personnel Management Executive Level II. 32. TERMINATION This MOU will remain in effect until the end date specified in section 4 above, unless: a. Federal oversight agencies charged with the administration of WIOA are unable to appropriate funds or if funds are not otherwise made available for continued performance for any fiscal period of this MOU succeeding the first fiscal period. Any party unable to perform pursuant to MOU due to lack of funding shall notify the other parties as soon as the party has knowledge that funds may be unavailable for the continuation of activities under this MOU; b. WIOA is repealed or superseded by subsequent federal law; c. Local area designation is changed under WIOA; and, d. A party breaches any provision of this MOU and such breach is not cured within thirty (30) days after receiving written notice from the SAWDB Chair (or designee) specifying such breach in reasonable detail. In such event, the non -breaching party(s) shall have the right to terminate this MOU by giving written notice thereof to the party in breach, upon which termination will go into effect immediately. In the event of termination, the parties to the MOU must convene within thirty (30) calendar days after the breach of the MOU to discuss the formation of the successor MOU. At that time, allocated costs must be addressed. This MOU is of no force or effect until signed by authorized representatives of the participating parties, and approved by the Chief Local Elected Official or his/her designee. The MOU, once signed, becomes part of the local WIOA Plan. Any party may withdraw from this MOU by giving written notice of intent to withdraw at least thirty (30) calendar days in advance of the effective withdrawal date. If agreed to by all parties, the timeframes for notice may be reduced or extended. Notice of withdrawal shall be given to the SAWDB at the address listed in the signed attachments of this MOU, and to the contact person so listed, considering any information updates received by the parties, a courtesy notification shall be made to all parties of this MOU in a timely manner. 33. NOTICES All notices, requests, claims, correspondence, reports, statements authorized or required by this Agreement, and/or other communications shall be addressed as follows: 16 City of Santa Ana: City of Santa Ana Administration Services 801 W. Civic Center Dr., Suite 200 Santa Ana, CA 92701 COUNTY: County of Orange Social Services Agency Contracts and Procurement Services 500 N. State College Blvd, Suite #100 Orange, CA 92868 34. INSURANCE The AJCC Partners agree that their current in force insurance or self-insurance coverage programs shall apply to their operations performed under the Workforce Innovation Opportunity Act and at the SAWC, including commercial general liability, property damage liability, business personal property, workers' compensation and employee dishonesty/crime coverages. The City of Santa Ana shall be named as additional insured for such insurance and the coverage shall be primary and non-contributory with regard to the City. 35. AUTHORITY AND SIGNATURES The individuals signing this MOU and its attachments, which are incorporated herein by reference, have the authority to commit the party they represent to the terms of this MOU, and do so commit by signing. ATTACHMENTS Attachment 1: AJCC Partners Location and Map Attachment 2: Santa Ana AJCC Partner Services Attachment 3: AJCC Comprehensive Infrastructure Budget, and Other System Cost Budget Attachment 3-1: Applicable Career Services Attachment 4: Comprehensive Cost Allocation and Partner Contributions Attachment 5: Office Lease Attachment 6: Orange County Development Board Letter 17 WHEREFORE, the parties hereto have executed this Agreement in the County of Orange, California. FOR THE CITY OF SANTA ANA Attest: S— i6 /9 Recommended for Approval: c— Steven A. Mendoza, Executive Director Community Development Agency City of Santa Ana: Kristine Ridge, City Manager Dated: 5114a zI`1 Approved as to Form: Rya". Ho e, Assistant City Attorney Dated: March 12, 2019 SANTA ANA WORKFORCE DEVELOPMENT BOARD 1(eturn UJUUINAL Executed Copy to COTC (M-30/Tll)-.- m WHEREFORE, the parties hereto have executed this Agreement in the County of Orange, California. COUNTY OF ORANGE A Political Subdivision of the State of California By: CHAIRWOMAN OF THE BOARD OF SUPERVISORS COUNTY OF ORANGE, CALIFORNIA Dated: SIGNED AND CERTIFIED THAT A COPY OF THIS AGREEMENT HAS BEEN DELIVERED TO THE CHAIR OF THE BOARD PER G.C. SEC, 25103, RESO 79-1535 ATTEST: ROBIN STIELER Clerk of the Board County of Orange, California COUNTY COUNSEL COUNTY OF ORANGE, CALIFORNIA By: DEPUTY Dated: wj Attachment 1 AJCC Partners Location and Map Partner Program Partner Authorization/Category Physically Organization Co -Located Title I Adult, Dislocated City of Santa Ana Workers and Youth WIOA Title I Adult, Dislocated Workers Youth Yes Programs programs Rancho Santiago WIOA title II Adult Education and Family Adult Education/ Community College Literacy Act (AEFLA) program Career and technical education (CTE) Literacy and Carl Perkins District Career Technical programs at the postsecondary level, No Education authorized under the Carl D. Perkins Career and Technical Education Act of 2006 (20 U.S.C. 2301 et seq.) Wagner-Peyser Employment WIOA title III Wagner-Peyser Employment Development Services, authorized under the Wagner-Peyser Yes Department (EDD) Act (29 U.S.C. 49 et seq.), also providing the state's public labor exchange. Employment Veterans Development Jobs for Veterans State Grants (JVSG) Yes Department (EDD) authorized under chapter4l of title 38, U.S.C. Employment Trade Adjustment Assistance (TAA), Trade Act Development authorized under chapter 2 of title II of the Yes Department (EDD) Trade Act of 1974 (19 U.S.C. 2271et seq.) Unemployment Employment Insurance (UI) Development Unemployment Insurance (UI) programs under No Department (EDD) state unemployment compensation laws. State Department of WIOA title IV State Vocational Rehabilitation Vocational Rehabilitation program authorized under title I of the Yes Rehabilitation services Rehabilitation Act of 1973 (29 U.S.C. 720 et seq.) Temporary Assistance Social Service Temporary Assistance for Needy Families for Needy Families Agency -Family Self- (TANF), authorized under part A of title IV of Yes (TANF) Sufficiency the Social Security Act (42 U.S.C. 601 et seq.) Senior Aid Program Senior Community Service Employment Senior Aid Program Regions II & III Program (SCSEP) authorized under title V of Yes SER-Jobs for the Older Americans Act of 1965 (42 U.S.C. Progress, Inc. 3056 et seq.) Job Corps Long Beach Job Corps WIOA Title I C, Jobs Corps No Native American Southern California Indian and Native American Programs (Section Programs Indian Center 166) No Housing & Urban Santa Ana Housing Housing & Urban Development (HUD) Development Authority Yes Adult Demonstration Orange County Reentry Employment Opportunities (EO) Sheriffs Department programs authorized under sec. 212 of the No Second Chance Act of 2007 (42 U.S.C. 17532) and WIOA sec. 169 SANTAANA WORK CENTER AMERICANS JOB CENTER OF CALIFORNIA AND ITS PARTNERS BL L. e H ALTON AV. 9 ST. PL. Q 1 Santa Ana WORK Center A Centennial Adult Education 2900WEdinger Ave. State Department of ® Rehabilitation America's Job Center of California 709The City Drive, Suite 110 801 W. Civic Center Dr. Santa Ana, CA 92704 Orange, CA 92868 Santa Ana, CA 92701 Santa Ana College.. Social Services Agency Partners: 3 1530 W 17th St ==6,? 1928 S. Grand Ave. Employment Development Department Santa Ana, CA 92706 Santa Ana, CA 92706 State Department of Rehabilitation O.C. Social Services Agency Industries College &Workforce CTE/I1OP Valley High School SER/SeGoodwill for Aid Program ® Preperation Center % 1801 Leam4Llfe Leam4 1572 N. Main St. Santa Santa Ana, CA 92704 Ana, CA 2 Orange, CA 92867 LA VETA © Long Beach Job Corps 1903 Santa Fe Ave. Long Beach, CA 90810 Asian American A Senior Center W 850 N. Birch St. Santa Ana. CA 92701 Remington Education Center 1325 E.4th St Santa Ana, CA 92701 Attachment t B d Z o O a 0 2'�,�, ro CL m m m O as d F= O Q ¢ Q O m = a m O G ri a CL H 1-r d m a a Co m 00 a) ri 00 m mm n o vi Q3 to U O o. E v m -;: ff v m v m 5 v v W N N N N N 0p m N vti r-I i-1 e-I 00 e-I W 00 eti � C cu _u rn a d 00 'c o i. cuV cu F` ce Ln W a V ^m ^ a v 00 y al N m �` o C Oi C 00 N M' h0 OV m e-I N rl O N 00 ~ ei e-1 rl W vYi h 0L rl u H ~ t Q `' 1 v Q N N r ,y L6 e N C to O V m u ti ti o o �^ d 00 r `i 0 m of Oi ti m O Ln O e�-i Noll V1 `~ `~ N C) ~ O l0 lD r-I l0 00 N e ei a Lr a' Lr� v Lf1 V ^v N u'1 W N v 00 ff' N N N N N 6 N N m N` 00 M H H H c-I N W N Ucu a 'C t4 E E E E w e Q o 0 0 0 0 C o O � c ro v>>® > 0 > 0 c v u v w w °�`� toV) v°' ° a` ¢ �oo�o��o�a� U C °�°o V � O o \y Y Y Y y Y Y Y Y Y Y y O V Y d V i1 m ai a)w ai aj (u tip CL Q C to Vf m E E E E E E E E w= N !n V1 C E bn W CEC O N O N atOTLE mO aj e CL jc to D L c N +T E E w E ws U W O W O L C ft � V 2 C C C `w E o r y c s c Q Ep CL O Y N C La 16 O Y O Q E e u O a o u — n y ar 'c ai a` c y ® C 0 w d �0 Y C f0 L L a1 E r 0 N vOi O F W 01 V d s d ,� m u T m c c -0 w E oif EO. Q W G! l7 Q a CO N 0 O o' Q C 00 fc0 N fC0 a) = .� E :+ ll. C f0 > ar O Ql O C O .O a" .� N +O+ i w C O Q to 'O 'C M 0 m cu > aJ v1 F- Q > > H U W 1- Z .�� _ q U h U s. bA W O a OYi Y O O N 44 y W c� "� G �' "❑O❑ p° '❑d❑ U 0 A. a .� •� id O� O op, U cjzb y o POI b Q ° a O o o �°p 0 C o o c• ^ GL y o 6u o a a te' � o a o a 10, °G A p N •a O U Pai 0 CC Y 'Y •nl 04 a ° ° •° U ^ O a�iQ wo YBq V U [� • � O � a � i-� • c�5�gj^ � � i yO 0b Awvb° a,Y•�bY �o w Y 0 y w N "O' a •� b A YO •� U bA U� y •--i y •-q+ .� �m.p J, Po ti U o U .° p i1 ti p a •C aai o ffi o b9 3 °n a o 8 cu cu arfj 5 U SnU.a a �°o°doyy""g ob .� W U N M w 49 04 w O M ° N Oti U � CC O 00 0 o o ti O O O y U N ti � y O O y N y U •go 0 5 ry o O O U Fn _ i ti o d 3 ro W,8 �a o A N y ° Y U N~ YO U .O .O y �@ au U4 o10 q a� a a Y CA �m A a° > a.o¢� u y w u u �O! �� •� � � A � � y � � ate. A4 en ? 0 ` a od A v c e0•o w •-qq N ti Q w O O I iJl q ti O 'a N ti U U o 4Lul a U a p O a U U •~ �m •R .d .GGGp tr ° 4a ai o �'E 0u6b,.�o O R9 0 p b 0 u -du .0 td "p pp y O U y O y •N y qs 0 o Q ? O V 'o a a o C°by'�o�a a �t vi 0 Lo N r c d E c �a) y o� o o abi Q o" & a a7 o g w tu a b a o _o ° a°i � � � � �' C G •� � O 'b � � � V •� G yyyy � +U cE t� O OR y C • a o« � '� .� ° o o b p. p a o w ci p o A 'o cai Co 0 p8�i Ou to to MM a>� W � ° `°' a � eb � � � o •o bin � .°�' � �' °°' a, � �gv v y y > a � nob a" ° 6 � c o o ^o •� � � CP3 I, y03'o�3 �a �g �o �Y0 ° > 'y a d •a � °° ro pay - to� a b• a a a w v g, o es ti .o G Ra .� o b a o u o F 3 ��.1 avi W a p° o 8 w _ 04 k $ k ] J t I „ { a7�5#a CIOC-0 ) **§§5)L® \ )��wa■�c� Attachment 3 Santa Ana Workforce Development Board AJCC Comprehensive Infrastructure Budget, and Other System Cost Budget Teul Cartf 66A6.1m Cost Category/Line Item Cost Details Ep6t$ Total Monthly Property Rent Monthly cost Monthly Property Rant Total Monthly Remand Egwpamm Cost Rent Base Rent Incl. Janitorial, Maint and Utilities $42,506.20 $2,621.52 $2,621.52 Operational Cost 2%of Rent Management Fee 1.76%of Rent Total Rent $42,506.20 $2,621.62 $2,621.62 Utilities/Maint Telephone Services Per Person Monthly costs of Dial Tone and Voice Mail Assigned $1,955.00 $0.00 Shared Phones by usage persentage $212.50 Security Guard $50,156.76 $257.89 $257.89 Total Utilities/Maintenance $257.89 $0.00 $257.89 'Equipment New Phone System Phones by assigned phones $9,579.55 $0.00 Shared Basic Phones $687.86 Licenses assigned phones $4,680.48 Licenses $557,20 Switches $5,035.07 New Phone System Annual Support Cost Total Equipment $21 622.23 $0.00 $0.00 "Technology and Access Costs Network Wireless Bride Network $14,080.23 $14.48 $14.48 Access System/Card Key Card System $17.194.28 $17.68 $17.68 Data & Phone Cabling Cabling $58,097.10 $59.74 $59.74 Information Technology Cost Per Month Wireless Network Bridge Maintenance $7,425.00 $7.64 $7.64 "• Printers (Annual) Resource Room used by onl $6,523.20 $0.00 y ro in printer for staffonly $4,194.60 $0.00 Total Technology and Access $107,514.41 $0.00 $99.54 $0.00 $99.54 Infrastructure Total en ,e •nmm renbnn ea mn v $130,991.64 Fn rn„er $42,606.20 n, nr,vn U57A31 r $2,621.521 mae $2.978.95 ,nrn 5 basic phones are shared phones and ch.,wed by percentage "Technology and Access Costs are all based on percentage and amortized over 5 years '"Copiers are leased equipment and are charged by percentage. Additional charge far usage will be calculated and charged Attachment 3-1 Iq Sharing Other One -Stop Delivery System Costs The budget must include "applicable career services' as well as any other shared costs agreed upon by the AJCC partners. While only co -located partners share infrastructure costs, all One -Stop partners must share in other system costs, including applicable career services. Required Consolidated System Budget for "Applicable Career Services" Summary of Career Services Applicable to Each AJCC Partner The MOU requires identification of the career services that are applicable to each partner program (Attachment 2). Accordingly, this budget includes each of the partner's costs for the service delivery of each applicable career service. Unlike infrastructure cost sharing, other system costs, including "Applicable Career Services" are not limited to the non -personnel costs and should include all costs related to the administration and delivery of those services. AJCC Applicable Career Services SSA Career Services: $314,223.90 • Eligibility Determination (1) • Outreach, Intake and Orientation (2) • Initial Assessment (3) • Job Search, Placement Assistance, and Career Counseling (4) • Employment statistics -Labor Market Information (5) • Eligible Provider performance and program Cost Information (6) • Local Performance Information (7) • Supportive Services' Information (8) • Unemployment Compensation(9) • Eligibility Assistance(IQ) • Follow -Up Services(11) • Comprehensive and Specialized Assessments(12) • Individual Employment Plan Development (13) • Group Counseling (14) • Individual Counseling and Career Planning (15) • Case Management (16) • Short -Term Prevocational Services (17) Training $485,776.10 • Occupational Skills Training (1) • On -the -Job Training (OJT) (2) • Workplace and cooperative education (3) • Training programs operated by the private sector (4) • Skills upgrading and retraining (5) • Entrepreneurial training (6) • Job -readiness training (7) • Adult Education and Literacy programs (8) • Customized training (9) Attachment 3-1 APPLICABLE CAREER SERVICES Employer Services $0 • Employer needs assessment (1) • Job posting (2) • Applicant pre-screening (3) • Recruitment assistance (4) • Training assistance (5) • Labor Market Information (6) • Employer information and referral (7) • Rapid Response and Layoff Aversion (8) Total Career Service Cost $800,000 ■ al W O M O O O O d N V O O T C d� tvl N O O O M ri d `q L' a V p M n m M V O O N W N m ti V fMVI u > N N (? N N N N C Y � E O Q N N N W p y h N M m O b Ot O b O N n n L E N N V 4� o n W V4 N V� N L1 N N (Oj a c w m .Ni a 0 a V m ro u � 0 ❑ry v m L t E u a a m vni I u � W L C O O a a a n n d M b m c OC ° c w q q LL is n a O q H h m n n O r a n w vvl _ d a }J e a m voi co O p Q _ « Oao H R V M t0 ei N O tLL U 41 ` C ti m ti M m s` W L > Q q C C q d E j O C U E d m V O L `p a W m q w C V m a z r ¢ N m c a Q om vai O 3 ° d 0 a d W q c Q d E 2 N q Q � C p K q Y w ❑ N N ❑ N V f Q u1 N S-:c A•2017.264 Attachment 5 OFFICE LEASE THIS OFFICE LEASE ("Lease") is made and entered into by and between CF SANTANA, LLC, a Delaware limited liability company ("Londlord'� and the Tenant described in j[pril of the Basic Lease Provisions as of the Ef)bctive Date. BASIC LEASE PROVISIONS 1. Tenant: THE CITY OF SANTA ANA, a charter city and municipal corporation, 2. Description of Project; Building; Premises: 2.1 Project: As used herein, the "Project" means that certain commercial office building project, with all common areas and appurtenant parking facilities, located at 801 West Civic Drive, Santa Ana, California, and containing the Building, and any other building improvements located on the partxi of real property on which the Building is located, 2.2 Building: As used herein, the "Building" means the commercial office building located at and commonly known as 801 WcstCivic Drive, Santa Ana, California. 2.3 Rentable Arco or Building: 124,166=tablesquare feet ("RSF') 2.4 Premises: A portion or the second (2") floor of the Building known as Suite 200, as depleted on Exhibit " " ottaelted hereto. 2.5 Rentable Area of Premises: 19,321RSF, 3, Term: 3.1 Target Delivery Date: April 1, 2019, 3.2 Commencement Date: The Delivery Date, 3.3 Initial Term: Approximately sixty (60) months, commencing on the Commencement Date and ending on the last day of the calendar month In which the date that is sixty (60) months after the Commencement Date occurs. 3.4 Options to extend the s'crm: Two (2) options to extend the Term for au Extension Term of sixty (60) months, in accordance with Section 3.21 below and Schedule "J-I"of,Ex, tbit IT attached hereto. 4. Base Rent: During the initial Term, Base Rent shall be payable at the following rates: Months Monthly Base Rental Rate Base Rent ($/RSF/mo) (S/coo) 1-12 $2,2000 $42,506.20 13-24 $2,2660 $43,781.39 25—ss6 $2.3340 $45,094.83 37-48 $2.4040 $46,447,67 49.60 $2.4761 $47,941,10 5. Additional Rent: 5.1 Tenant's Percentage Shan; 15.561% 5.2 Base Year: 2013 6, Security Deposit: None 7. Permitted Use: General office use and other lawful incidental uses, consistent with a first class. high-rise commercial office project 8. Parking Number: The whole number closest to the product or (a) flit number of RSF contained in lite Premises and (b) 0,004 (such that it is agreed that the Parking Number ivith respect to the initial Promises is eighty-two (82))• 9, Broken: Lee & Associates Realty Group Newport Beach, Inc., representing Tenor, and .tones Lung LaSalle Brokerage, representing landlord. 10. Address for Payments: All payments paysblc to Landlord order this Lease shall be sent to the following address or to such other $01 If' Clife Cerrrer Ur—Clo• ofSnrmu,4rrn Letter 11. Address for Notices: 11.1 To Tenant: 11.2 To Landlord: address as Landlord may designate, or by wire transfer. Irbychec : Ifkv wire trsnsfcr; CF Santana LLC C/o Ocean West Management Services 33351 Collection Center Drive Chicago, IL 60693.0333 Reference: City or Sonia Ana/Suite200 Prior to the Commencement Date: City of Santa Ana Clerk orthe Council 20 Civic Center Plaza, M-30 Santa Ana, CA 92702 Attn: [f 1 After the Commencement Dale: At the Premises: Aun: Deborah Sanchez CF Santana LLC CIO OW Management Services, Inc. 315 W. 9" Street, Suite 908 Los Angeles, California 90015 Attn: Ted Bischak Bank Name: Bank of AmericaN,A. Bank Address: 100 W. 33rd Street New York, NY 100 Account Name: CIF Santana LLC AcM#: 4451112624 ABA#: 111 000012 Reference: City of Santa Ana/Suite 200 With a copy to: City of Santa Ana Clerk of die Council 20 Civic Center Plaza, M-30 Santa Ana, CA 92702 Ann: [[ 1] With a copy to: City Attorney's Otiice— City of Santa Ana 20 Civic Center Plaza, M-29 Santa Ana, CA 92702 With a copy to: Zuber Lawler & Del Duca LLP 777 South Figueroa, 37" Floor Los Angeles, CA 90017 Attn: David B. Lambert, Esq. This Lease shall consist of die foregoing "Basic Lease Provisions", consisting of Items 1 through 11 above, the "Standard Lease Provisions", consisting of Articles I through 17 which follow, and Exhiblis "A" through "M" inclusive, all of which are incorporated herein 6y 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 die Standard Lease Provisions. Mel W Chic Center Dr —City njSwpla km Lease STANDARD LEASE PROVISIONS ARTICLE 1—DEFINITIONS 1.1 "Additional Rent" means all amounts other than Base Rent that are payable by Tenant to Landlord pursuant to this lease, whether or not denominated as such. 1.2 "Affiliate" means, with respect to any designated Person, any Person that is directly or indirectly Controlled by, under common Control with or that Controls such designated Person. 1.3 "Alterations" means any alterations, additions, improvements, removals or replacements to the Premises (including, without limitation, the Tenant improvements, if any) or any other potion of the Building or Project. 1.4 "Approved Governmental Entities" means all of the State and County agencies listed in Exhibit ' "attached hereto, 1.5 "Base Rent" means rental amounts that are payable by Tenant to Landlord pursuant to Section 4.1.1 below. 1.6 "Building Systems" means tine primary utility and mechanical systems, including, without limitation, the primary life safety, electrical, heating, ventilation and air conditioning ("IIVAC"), plumbing or sprinkler systems for the Building and/or the Project (and for the avoidance of doubt, it is understood and agreed that the Building Systems do not; (1) include any portions of any such systems and equipment that are installed within or that exclusively serves any particular rentable space in the Building or Project (such as, without limitation, any extension or distribution of services or utilities from tine Building Systems serving such space) or (b) any: (1) supplemental or specialty electrical, mechanical, plumbing, heating, ventilation or air conditioning systems, fixtures or equipment; (ii) supplemental or specialty fire, life, safely or security systems, fixture or equipment; (ill) any video, audio, communications or computer systems, fixtures or equipment (including cabling)). 1.7 "Casualty" is defined in Section 13.1 1, 1.8 "Casualty Damage" is defined in Section 13.1.1. 1.9 "Claims" means, collectively, claims, losses, damages, obligations, liabilities, costs and expenses, including, but not limited to, reasonable attorneys' fees and legal costs. 1.10 "Common Areas" means the lobby, plaza and sidewalk areas, accessways, Parking Facilities, and die area on individual floors in the Building devoted to corridors, fire vestibules, elevators, foyers, lobbies, electric and telephone closets, restrooms, mechanical rooms, janitor's closets, and other similar f acilides for the benefit of all tenants and invitees and shall also mean those areas of the Building devoted to mechanical and service rooms servicing the Building. commencesL. II "Comparable Buildings" meais comparable Class "A" office buildings in the Market at the time the Extension Tenn 1.12 "Control" or "Controlling" means possession of the direct or indirect power to direct or cause the direction of die management and policies life Person, or ownership of any sort. 1.13 "Damage Notice" is defined in Section 13.1.1. 1.14 "Default Rate" means on annual rate of interest equal to lesser of: (a) eighteen percent (IS%) per annum or (b) the maximum contract amount allowed by Law. 1.15 "Delivery Condition" means (and the Premises shall be in Delivery Condition) upon Substantial Completion of the Premises. 1.16 "Delivery Date" means the date on which Landlord tenders to Tenant delivery of possession of the Premises in die Delivery Condition; provided that if the date on which the Premises are in Delivery Condition is delayed as result of any Tenant Delays, then for purposes of determining the Commencement Date, the Delivery Date shall be deemed to occur on the dole that the Premises would have been in Delivery Condition had such Tenant Delays not occurred, as reasonably determined by Landlord. below. 1.17 "ElTeclive Date" means die date upon which this Lease a executed by Landlord, as indicated beneath Landlord's signature block 1.16 "Encumbrances" means liens, claims, stop notices and violation notices. 1,19 "Environmental Lens" means and includes all now slid hereafter existing statutes, laws, ordinances, codes, regulations, rules, rulings, orders, decrees, directives, policies and requirnnents by any federal, state or local governmental authority regulating, relating to, or imposing liability or standards of conduct concerning public health and surety or the environment. 1.20 "Event of Derault" is defined in Section MI below, U I "Executive Order 13224" means Executive Order 13224 signed on September 24, 2001 and entitled "Blocking Property and Prohibiting Transactions with Persons Who Commit. Threaten to Commit, or Support Terrorism", 1.22 "F.spdrrltill" Date" means, a any particular time, the date on which die Tenn is scheduled to expire. 1011PCivie Ceruer Dr—Cio' "f Smmi Ann Le"re 4- 1.23 "11older" means the holder of any Security Instrument. 1.24 "Expressly Restricted Use" means any use for: (a) offices of any division, agency or bureau or any foreign government or subdivision thereof, (b) offices of any health core professionals or for the provision of any health care services, (c) any schools, (d) mty 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 die average occupancy density for office tenants of the Project. 1.25 The "FhIRR" of the Premises for a particular Extension Teri (as defined in Schedule "14'7 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 that Landlord has agreed to accept, or if Landlord determines that there has not been a reasonable number of current comparable transactions In the Project, that landlords of the Comparable Buildings have agreed to accept, and sophisticated nonaffiliated tenants of the Project and/or Comparable Buildings have agreed to pay, in current arms -length, non -equity (Le„ not being offered equity in the building), transactions for comparable space (in ten» s of condition, floor location, view and Floor height) are comparable size (in terms of square feet of Rentable Area), for a semi equal to the Extension Term (or the temt of Tenant's lease of the applicable Leased First Right Space) and with a commencement dale within six (6) months before or after the first day of the Extension Term (or the applicable Offered Space Scheduled Commencement Date (as defined in Schedule 1-2'9), which rent per square foot shall take into account and make adjustment for die existence, tinting and amount of any increases in rent following term commencement In the comparison transactions, and shall at all times take Into consideration and make adjustment for all other material differences in all terms, conditions or factors (applicable to die 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 oroperating expenses and real estate taxes in the same manner as the same are payable hereunder (e,g., if this is a modified, full service gross lease, the rent for all comparison transactions shall, if applicable, be grossed up to reflect payment of operating expenses and taxes in excess of a base year as of the year of commencement of the transaction), (b) the presence, amount or absence of brokerage commissions In either the subject transaction or the comparison transactions shall be disregarded, (e) any rent abatement or other free rent of any type provided in comparison transactions for the period of the performance of any tenant improvement work (i.e., any "construction period") shall be disregarded, and (d) if any tenant improvements or allowance provided for in comparable transactions shall be taken into account, then the value of any existing improvements in the Premises (or the Leased First Right Space) shall also be accounted for in the calculation of the FMRR (provided that if in determining die FMRR for a subject transaction hereunder, it is determined that free rent or cash allowances (collectively, "Concessions") should be granted, Landlord may, at Landlord's sale option, elect all or any portion of the following: (I) to grant some or all of the Concessions to Tenant as free rent or as an improvement allowance, or (fi) to adjust the monthly installments of the Base Rent payable for die Extension Tenn or with respect to the Leased First Right Spnce, 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 shoight line basis over the Extension Tenn or the term of Tenant's lease of the Leased First Right Space, as applicable in which case die 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, manufacture, refinement, presence, migration, emission, abatement, removal, tmnsponatfon, or any other activity of any type in connection with or involving such Hazardous Materials. 1.28 "Hazardous Materials" means: (a) any material or substance: (i) that is defined or that becomes defined as a "hazardous substance", "hazardous waste,"'Infectious waste," "chemical mixture or substance," or "air pollutant" under Environmental Laws; (fi) that contains petroleum, crude oil or any fraction thereof, (if) that contains polychlorinated bfphenyls (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 are used in their broadest sense. 1.29 "Holdover Rental Rate" means an amount equal to one hundred tiny percent (150%) of the greater of (a) Landlord's Bien published asking rental rate or (b) the Base Rem and Additional Rent payable by Tenant to Landlord during time last month of the Term of this Lease. 1.30 `Initial Premises" means the premises described in 11e . ofthe Basic Lease Provisions. 1.31 "Initial Terns" means die period (which shall commence on the Commencement Date) that Is described in Item 3.3 of the Basic Lease Provisions; provided that if the Commencement Date shall occur on a day other than die first day of any calendar month, Fur purposes of calculating the date on which (lie Initial 'rem is scheduled to expire (i.e„ the Expiration Date for die initial Tenn) and the 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 flrst day orthe calendar month following the Commencement Date. 1.32 *'Institutional Owner Practices" means the practices of the majority ol'lhe institutional owners of institutional grade first-class office projects in Orange County, California. 1.33 "1 merest Rrrto" menus an annual rate orinterest equal to the Reference Rate plus two percent (2%), 1,34 "Landlord Default" is defined in Section 16.1 below. 1.35 "Landlord Parties" means, collectively, Landlord, Ocean west Capital Partners, LLC, Fortress Investment Group, LLC, and the Property Manager, and each of their Affiliates and all or their respective partners. members, ufflcers. managers, directors, trustees, employees, retirees, heneticiaries, contractors (including interval investment contractors), agents, advisors. mortgagees and ground lessors, agents, successors and assigns. 801 ii'Cipre Center Dr —City ufSnuln:Inu Lowe -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, porters, employees, and any Holder (defined below) of ally Security Instrument (defined below) designated by Landlord as additional Insureds. 1.37 "Landlord's Lease Ilndertakipgs" means each and all of the representations, warranties, covenants, undertakings, and agreements contained in the Lease Documents that is or are to be provided orperfomted by Landlord. 1.38 "Laws" means, collectively, all laws, ordinances, building codes, rules, regulations, orders and directives of any governmental authority having Jurisdiction (including, without limitation, any certificate of occupancy). 1.39 "Lease Documents" means this Lease together with all exhibits, riders or addenda attached hereto, and all amendments thereto. 1.40 "Lessehold Improvements" means all leasehold improvements existing in the Premises as of the Effective Date, the Tenant Improvements, and any additional Alterations. 1.41 "Market" means the Santa Ana Civic Center submarket. 1.42 "Money Laundering Act" means the International Money Laundering Abatement and Financial Anti -Terrorism Act of 2001 or the regulations or orders promulgated thereunder, as the same may be amended from time to time. 1.43 "Notilied Party'° means each Holder of which Tenant has received nodes. L44 "OFAC" means the Office of Foreign Asset Control of the Department of the Treasury, 1.45 "Original Tenant" means the Person identified as the "Tenant" in ILM11 of the Basic Lease Information. 1.46 "Parking racilitim" means die Project's parking facilities from time to time serving the Building. 1.47 "Parking Fees" is defined in Section 43 below. 1,48 "Parking Passes" means, collectively, Unreserved Parking Passes and Reserved Parking Passes. 1.49 'Permitted Alterations" means only usual and customary maintenance and repairs of Leasehold Improvements If and to the extent that such maintenance and repairs: (a) are of a type and extent which are customarily permitted to be made without consent by landlords acting consistently with Institutional Owner Practices leasing similar space for similar uses to similar tenants, (b) are in compliance with the Rules and Regulations, and (e) will not affect the Building's structure, the provision of services to other Project tenants, or any Building Systems. 1.50 "Person" means an individual, general or limited partnership, limited liability partnership or company, corporation, trust, estate, real estate investment trust association or any other entity. 1.51 "Premises" means the Initial Premises as it may be expanded or reduced pursuant to any provision of this Lease or upon the agreement of Landlord and Tenant. 1.52 "Premises Restoration" means the Restoration of the Premises and the portions of tie Common Areas that are required for seems to the Premises. 1.53 `Property Manager" means OW Management Services, Inc., or amy other Person retained by Landlord to manage and operate the Building on a day to day basis. 1.54 "Proposed Transfer Space" menns, with respect to any proposed Transfer, the portion of die Premises subject to such proposed Transfer. 1.55 "Reference Rate" means the "prime rate" or "reference rate" announced from time to time by Bank of America, N.T. & S.A. (or such reasonable comparable national banking institution as is selected by Landlord in the event Bank of America, N.T. & S.A. ceases to publish a prime rate or reference rate). 1.56 "Rent" is defined in Section 4.4.1 below, 1.57 "Rent Delinquency" means and shall occur upon any failure of Landlord to receive any payment of Rent on or before the date that is five (5) days after to dale such payment of Rent is due. 1.58 "Reserved Parking Passes" means 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 Landlord. or at tie election or Landlord, in reserved parking spaces loaned in die Parking Facilities. 1.59 —Restoration" is delbhed in Section 13 I I. 1.60 "Review Expenses" means all review and processing lbes, and costs, as well as any reasonable professional, attenmeys', accountants', engineers' or other consultants' fees incurred by f.andlunl relating to any request by Tenant lox Landlord's consent. Including, but not limited to, any request for consent to a proposed Transfer. dill W Civic Cewer Or—Clpr ofSnnm Aar Lease -3- 1.61 "Rules and Regulations" means the rules and regulations attached hereto as Exhibit " "(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 orthe Premises and/or the Project, 1.62 "Security Deposit" means a cash security deposit In the amount specified in Item 6 of the Basic Lease Provisions. 1.63 "Security Instruments", means, collectively: (a) all present and fliture ground leases and master leases or all or any part of the Project, Building or Premises; (b) present and Poture mortgages and deeds of trust encumbering all or any part or the Project, Building or Premises; (c) all post and future advances made under any such mortgages or deeds of trust; and (d) all renewals, modifications, replacements and extensions or 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 Complain,,) Is defined in die Work Letter. 1.65 'Taking" is defined in Section 13.2. 1.66 'Taking Date" is defined in Section 13.2. 1.67 'Target Delivery Date" means the date specified in Item 3.1 of the Basic Lease Provisions. 1.68 'Tenant" means the Original Tenant, and any person or entity to whom or to which all of Original Tenant's (or any other Tenant's) interest in this Lease is assigned (or otherwise transferred) in accordance with the provisions orArticle I I of this Lease. 1.69 'Tenant Delays" Is defined in the Work Letter. 1.70 'Tenant Improvements" means the Initial Alterations (if any) to be constructed and/or installed in the Premises pursuant to the Work Letter (if any). 1.71 'Tenant Parties" means collectively, Tenant, its subtenants, assignees or other Transferees, and their respective contractors, clients, officers, directors, employees, agents, and invitees (each of which shall be a °Tenant Parry"). 1.72 'Tenant's Hazardous Materiels" means any Hazardous Materials that become present in, on, under or about the Project as a result of any act or onilssion of Tenant or any otier Tenant Party, 1.73 'Tenant's Personal Property" means all of Tenant's (and the other Tenant Parties') office fumiture, business and personal trade Fixtures, machinery and equipment, furniture and Pomlmre systems, movable partitions, telecommunications equipment, data cabling and other items of personal property. 1.74 'Term" means and shall refer to the initial Tenn as it may be extended pursuant to Schedule "1• I" of Exhibit " " attached hereto and/or pursuant to the written agreement of Landlord and Tenant. 1.75 'Transfer" means and includes any of the following: (a) a sublease all or any pan of die 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 or use any portion of tie Premises or (IO otherwise assigns, transfers, mortgages, pledges, hypothecates, encumbers or permits a lien to attach to Tenant's interest tinder this Lease or (d) a direct or Indirect transfer, assignment, pledge, or hypothecation of a Controlling interest in Tenant. 1.76 'Transfer Notice" means a written notice that: (a) identifies a proposed Transferee by its naive and address; (b) describes ilia applicable Proposed Transfer Space; (c) includes current financial statements of die proposed Tmnsreree certified by an officer, partner or owner thereof; (d) describes die nature of such Transferee's business and proposed use of the Proposed Tmnsler Space; (a) the proposed effective date of the proposed Transrer, and (f) nll of the principal terns ofthe proposed Transfer. 1.77 "Transfer Profits" means, with respect to any particular month and any particular Transfer, on amount equal to: (a) all rent, additional rent or other consideration payable by or on behalf of such Transrame during or with respect to such month in connection with the Transfer minus (b) the sum ol? (i) the Base Rent and Additional Rent payable by Tenant under Sections 4.2 and 443 of this Lease during or with respect to the some month and (ii) oil out orpocket costs reasonably incunvd by Tenant It connection with such Transfer (such as brokerage commissions mid/or improvement allowances), amortized on a straight line basis over die temi of such Transfer. 1.78 'Transferee" means any Person to whom a Transfer is made. 1.79 "Unreserved Puking Pusses" means parking privileges to be used for parking on a first castle first served basis in the areas of the Parking Facilities designated by landlord therefor. 1.80 `Work Letter" means [lie Tenant Wade Letter (if any) nuached hereto as Exhibit "C", Terms in Initial capitals that arc no[ defined in Article I shall have the meanings given to them elsewhere in this Lease. AI l'ICLIi 2—LEASE OF PRENIISFS• CON111 ION AREAS• PARK It ' SIGNS 2,1 Lease of Prenises; Access: Ouiet Eniovme t. 801 1FCiidc Center Dr —City ofS'anta,but Lertre ..I. 2.1.1 Landlord hereby leases the Premises to Tenant, and Tenant hereby leases the Premises from Landlord, upon all of die trams, covenants and conditions contained in this Lease. Tenant acknowledges that Landlord has not made oily representation or warranty with respect to the condition of the Premises, the Building or the Project with respect to the suitability or fitness of any of the some for the conduct of Tenant'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 tie 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 then in tenantable and good condition. 2.11 Landlord and Tenant hereby agree that Tile number of RSF (also referred to as tie "Rentable Area") contained: (a) within the Building Is as set forth in Item 25 of tie Basic Lease Provisions and (b) within the Premises is as set Earth in Item 2.5 of the Basic Lease Provisions. 2.1.3 Subject to Landlord's access control programs and the Rules and Regulations, Tenant and its employees and invitees shall be entitled to access the Premises seven (7) days per week, twenty-four (24) hours per day. 2.1.4 Subject to all of the tennis and conditions contained in this Lease and provided that Tenant performs all of Its obligations hereunder, Tenant shall have and peaceably enjoy the Premises during the Term of this Lease from and against all Persona holding an Interest in the Project from and through Landlord, 2.2 No Relocation of Premises:Rlghtorn-stoffer. 2.2.1 No Relocation. Landlord shall have no right to relocate any portion orthe Premises located on the second (2nd) floor of the Building. Any relocation rights with respect to any portions of the Premises located on any other floor of tie Building will be specifically negotiated in connection with Tenant's lease of any such space. 2.2.2 Right or First offer. Tenant shall have a one-time Right of First offer (defined below) with respect to the First Right Space (defined below) subject to land in accordance with the terms and conditions of$chedule "1-2" of -.•h(bit"I" attached hereto. 2.3 Common Areas: Parking. 2.3.1 Common Areas. In connection with its lease of tie Premises, Tenant shall have the non-exclusive right to use the Common Areas together with other Persons. The Common Areas shall be subject to the exclusive management and control of Landlard, and Tenant shall comply with all Rules and Regulations pertaining to use of the Common Areas. Landlord shall have the right from time to time to designate, relocate and limit the use of particular areas or portions of the Common Areas. Landlord shall also have the right to close all or any portion orthe Common Areas as may, in the sole discretion of Landlord, be necessary to prevent a dedication thereof or the accrual crony rights in any Person. 2.3.2 Rental wall Use orParklar Passes- Visitor Parking. (a) Commencing on the Commencement Date mid continuing through tie Term, Tenant shall rent from Landlord and Landlord shall provide a number of Unreserved Parking Passes equal to die Parking Number specified in Item g of the Basic Lease Provisions. Parking Fees shall be payable with respect to Parking Passes rented by Tenant at the rates provided in Section 4.3.1 below (which shall be subject to abatement in accordance with Section 4.3.2 below), The Parking Passes are with respect to, subject to the provisions of this Lease, use of the Parking Facilities. The Parking Passes provided to Tenant pursuant to this Section 2.3.2 arc provided to Tenant solely for use by officers, directors, and employees or Tenant, its Affiliates, sublessees and assignees, and such passes may not otherwise be transferred, assigned, subleased or otherwise alienated by Tenant to any other type of transferee without Landlord's prior approval. (b) The specific locations within the Parking Facilities in which die Unreserved Parking Passes may be used shall be specified by and may, from time to time, be relocated by landlord in its sole discretion, hi addition, it is expressly understood and agreed that Landlord shall have the right to implement, administer and enforce a parking management program, with respect to tie Parking Facilities generally, with respect to use crone or more types or Parking Passes in particular, and/or with respect to the use of the Parking Passes rented by one or more specitic tenant or tenants (including Tenant), with parking management plan may include, without limitation, oily or more orthe following measure or features: oversell or Parking Pssses; expansion orthe Parking Facilities to include additional parking lots or structures within a reasonable distance from the Building; reservation of specific portions of (lie Parking Facilities for parking by one or more specifac Building tenants (including Tenant) and/or for one or more Building tenants' business visitors; implementation of valet or assisted parking programs or measures; creation and allocation of tandem parking spaces to specific Building tenants; designation of visitor parking rates: and allocation of validation pdvilegcs to one or more Building tenants. h is specifically understood and agreed that if landlord implemen(s one or morn such measures or features that are: (i) generally applicable to the Poking Facilities, the costs incurred to Implement, administer and enforce such measures shall be included in operating Costs or (ii) that are specific to Tenant, the costs incurred to implement, administer and enforce such measures shall be reimbursed by Tenant, (c) Visitor Parldns. (i) Tenant's business visitors may park in the Parking Facilities- or in die applicable portions thereof designated by Landlord, rat a first come, first served basis, upon paymem of the prevailing fee for parking charged to visitors to the Project, Tenmu shall have the right to purchase fi•om Landlord, at Landlord's then prevailing rate, Project Parking Validations (defined 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 form as Landlord, in its sole but good faith discretion, shall oBcr from time to time. permitting persons using such validations to park in the Parking Facilities for specified periods or time without charge (i.e., a 30-minute validation would perniit parking without charge in the Parking Facilities tar a period up to 30 minutes). "Tenant's Business Custarners" means Persons that visit the Premises I'nr the specific purpose of conducting business at the Premises (and fir the avoidance orduubt, shall oo( include any employees uf'fenan or Oily or its'rmnsiorees who have ollices (on un exclusive or shared basis) at the Premises). dill WCa•ic Centel' Dr —Cary' afSrwaanu Gene .5. (if) Notwithstanding the foregoing, each calendar month during the Term, Landlord shall provide to Tenant, without charge: (A) a number of Short'rerm Project Parking Validutlons (defined below) equal to the product of twenty (20) and the number of days in such calendar month (during the Term) and (B) a number or Lang Teri Project Parking Validations (defined below) equal to the product of sixty (60) and die number of days in such calendar month (during the 'rem), in each case to be used only by Tenant's Business Customers for parking in die 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 third (3rd) full calendar month of the Initial Term, and thereafter, upon expiration oreach subsequent three (3) calendar month period; provided further that: (x) Landlord shall not, at any time during the Term, be required under this Section 2.3.2(60i) to provide a number or Project Parking Validations in any calendar month in excess of a number equal to the product of eighty (80) and Ilia 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 die election of Landlord, either. (1) become null and void (and be returned to Landlord) or (2) be credited against Landlord's obligations to provide Project Parking Validations under this Section 2.3.2(c)(0) for subsequent calendar months. No Project Parking Validations provided by Landlord to Tenant under this Section 2.3.2(c)(H) shall be used to accommodate parking, without charge, by any particular Tenant's Business Customer(s), for a period in excess of three (3) hours on any day without Landlord's prior approval (and Tenant shall not provide any particular Tenant's Business Customer more than one Project Parking Validation on any 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 Slang. 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 from 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 or from the exterior of the Building. Tenant shall not, without the prior written consent of Landlord, use the name of the Building and/or the Project, or any pictures or illustrations of the Building and/or the Project, in Tenant's 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 the Building, Tenant may place In any portion of such poor which is not visible font the exterior or the Building such identification signage as Tenant shall desire and (b) in the case where Tenant occupies less than an entire floor in the Building, Tenant may require Landlord to install, at Landlord's sole cost and expense, in such portion of the multi -tenant corridor on such floor as is called for by Landlord's signage program (as tie saute may exist from time to time) identification signage or the type prescribed by Landlord's signage program identifying Tenant; (a) Landlord shall provide customary signage in tie 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) Tcnant may place in any portion of the inside orthe Premises not visible from the exterior of the Building or from outside of the Premises such identification signage as Tenant shall desire. All signage described in this SSwIlon 2.42 (other 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 orearly termination of this Lease. 2.4.3 Eyebrmv Sian. In connection with Tenant's lease of the Premises, subject to all of the terns and conditions of xhibtt "M attached hereto, during the Term, Tenant shall have 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. ARTICLF, 3— DELIVERY: COMMENCEMENT; TERM SURRENDER: HOLDING OVER 3.1 Delivery. Landlord shall endeavor to tender to Tenant delivery or possession of the Premises in the Delivery Condition prior to die Target Delivery Dale; provided, tint it the Delivery Date does not occur on or before the Target Delivery Date, this Lease shall not be void or voidable, the Tenn of this Lease shall not be extended, and Landlo l shall not be liable to Tenant for any loss or damage resulting therefrom; provided further that Landlord shall use commercially reasonable efforts to tender to Tenant delivery of possession or die Premises in the Delivery Condition as soon as reasonably possibly oiler the Target Delivery Date. 3.2 Commencement: Term. 3.2.1 The Terns 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 orthe Basic Lease Provisions unless terminated earlier in accordance with the provisions hereof or extended pursuant to the written agreement of Landlord and Tenant or as provided in Section 3.2.2 below, provided, however. that if the Commencement Date shall occur on a day other than the first day of any calendar month, for purposes of calculating 01e Expiration Date and the timing of all scheduled increases in Base Rent during the Initial Tenn (but not lbr any other purpose), the Commencement Date shall be deemed to be the first day orthe calendar month following the Commencement Date. At any time during tie Lease Term, landlord mny deliver to Tenant u notice in the form as set in Exhibit '• "attnchcd hereto, which Tenant shall execute and return to Landlord within five (5) business days o rteceipt thereor. 3.2.2 Extension Option. 'renmu shall have two (2) options to extend the Tenn, each (bran Extension Tenn (defined below) of silty (60) months (five (5) years) subject to and in accordance with the terms and conditions orscheduie "i.I,, or Exhibit'T , attached hereto. 3.3 Surrender^ Iloldina over. 3.3.1 Except as provided in this Section 3.3 and in Section I below, upon expiration or earlier termination or this Lease. Tenunt shall vacate rand surrender the Premises to Landlord in the same condition as when received at the inception ol'Lhis lease and ns thereafter 101 IPCIrie Center Dr —CIO, a/SaiatrAan Lease .o_ improved by Ten oil, 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 Otis 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 irTenant fails to remove any of the Tenant's Personal Property from the Premises (or any portion thereof) prior to lire expiration or any earlier termination of the Tenn (with respect to applicable portion of the Premises), and such failure continues for five (5) days following Landlord's delivery of notice thereof, Tenant shall be deemed to have abandoned the same, in which case: (a) Landlord shall have the right, at Tenant's expense, to remove the same from the some from the Premises (and to repair any damage caused by such removal) and (b) to thereafter. (i) store the some at Tenant's expense. (ii) appropriate the saute for itself, and/or (tin) sell or otherwise dispose of die same in its sole discretion, with no linbility 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 (l0%) administration fee thereon, upon demand. In addition, If Tenant fails to remove from the Premises (or any portion thereof) all Leasehold Improvements designated for removal by Landlord in accordance with Section 10.5 below and/or to repair all damage caused by its removal of any such Leasehold Improvements (and/or its Tenant's Personal Property), in either case, prior to the expiration or any earlier termination of the Term (with respect to applicable portion of the Premises), Landlord shall have the right to remove the some from die Premises (or the applicable portion thereof) and/or to repair such damage at Tenant's expense, in which case, Tenant shall reimburse Landlord for all costs incurred by Landlord in connection therewith, plus a ten percent (10°/6) administration fee thereon, upon demand. This Section 3.3.2 shall survive the expiration or any earlier termination ofthe Teem of this Lease. 3.3.3 If Tenant fails to surrender the Premises (or any portion thereof) in accordance with this Lease (including, without limitation, Section 3.3.1 above), or otherwise holds possession of the Premises (or any portion thereof) after the expiration or termination of the Term, Tenant shall become a tenant at sufferance upon all of the terms contained herein, except as to term and Base Rent. During such holdover period, Tenant shall pay to Landlord a monthly Base Rent in an amount equal to die Holdover Rental Rate. The monthly Base Rent payable for such holdover period shall in no event be construed as a penalty or as liquidated damages for such retention of possession. Neither any provision hereof nor any acceptance by Landlord of any Rent after any such expiration or earlier termination shall be deemed a consent to any holdover hereunder or result in a renewal of this Lease or an extension of the Term, or any waiver of any of Landlord's rights or remedies with respect to such holdover, Tenant shall indemnify, defend and hold Landlord harmless from and against any and all Claims (including, without limitation, for lost profits and other consequential damages, attorneys, fees, consultants' fees and court costs) incurred or suffered by or asserted against Landlord by reason of Tenant's failure to surrender the Premises in accordance of th the provisions of this Lease on the expiration or earlier termination of this Lease. ARTICLE 4-RENT AND OTHER CHARGES 4.1 Base Rent, Tenant agrees to pay during the Initial Term of this Lease as Base Rent for the Premises, the sums shown for the periods shown in Item 44 of Ilia Basic Lease Provisions. Except as expressly provided otherwise herein, Base Rent shall be payable in equal consecutive monthly installments, in advance, commencing on die Commencement Date and continuing on the tenth (10) day of each calendar month thereafter; provided that die first full monthly Installment of Base Rent, described in Item 4 of the Basic Lease Provisions, shall be.payable upon Tenant's execution of this Lease. Landlord will cooperate with Tenant to accommodate payment of Rent (or certain types of Rent) via ACH payments. 4.2 Tenant's Percentage Share, Subject to the provisions of this Lease and in accordance with Exhibit "E'. attached hereto, in addition to paying Base Rent, with respect to each Expense Year (defined in Exhibit "E" Tenant shall also pay: (a) Tenant's Percentage Share (defined in Exhibit "E") of Excess Operating Expenses (defined in Exhibit "E' and (b) Tenant's Percentage Share of Excess Property Taxes (defined [a hlik"E"). 4.3 Parkins Fees 4.3.1 Subject to Section 4.3.2 below, on the first day of each calendar month during the Term, Tenant shall pay to Landlord (or at [tic request of Landlord, to landlord's designated parking operator) Landlord's then prevailing charge (die "Parking Fees") for all Parking Posses rented by Tenunt for such calendar month. Such Parking Fees shall be in addition to all taxes, assessments or other impositions imposed by any governmental entity, in correction with Tenant's rise of such Parking Passes, which taxes, assessments or other impositions shall be paid by Tenant, or if required to be paid by Landlord, shall be reimbursed to Landlord (or at the request of Landlord, to Landlord's designated parking operator) by Tenant concurrently with the payment of the Parking Fees described above. 4.3 2 The Parking Fees payable with respect to the first eighty-four (94) Parking Passes rented by Tenant during the Initial Term (and the chniges for all Short Tenn Project Parking Validations and Long Term Project Parking Validations provided by Landlord to Tenant (pursuant to Section 2. )(U) above) during the Initial Term) are Included in the Base Rent payable by Tenant with respect to the Premises during ilia Initial Term. 4.3.3 The Parking Fees payable with respect to all Parking Passes rented by Tenant during an Extension Term load the charges fur all Short Term Project Parking Validations and Long Term Project Parking Validations provided by Landlord to 'tenant (pursuant to Section 2.3(c)(li) above) daring an Extension Term) shall be determined in connection with the FIvlRR load Extension Term Buse Rent) for tie Premises for such Extension Tern. and shall be added to (and included in) the Extension Term Base Rent. 4.4 Payment of ttent. 4.4.1 Generally Buse Rent. all forms of Additional Rent payable hereunder by Tenant and all other amounts, fees, payments or charges payable hereunder by Tunautshall each: (a) constitute rent payable hereunder (sometimes collectively be referred to hcraiu as "Rent"), (b) be payable to Landlord when due without any prior notice or demand therelbr in lawful money or lho United Slates and, except as may be expressly provided to the contrary in this tease, Without any nbutenent, onset or deduction whatsoever, and (c) be payable to Landlord at the address of Landlord described in ftein 10 of the Basic Lease Provisions or to such other Person or place as Landlord may from time to time designate ,101 @'Clive Center Dr -City• ojSanta.4na Leare .7. in writing to Tenant. Any amount of Rent that is payable on a monthly basis and that Is payable respect to a partial month, shall be prorated based on the number of days in such month. No payment by Tenant or receipt or acceptance by Landlord of a lesser amount than the correct Rent due hereunder shall be deemed to be other than a payment on account of die earliest installment of Rent then due; nor shall any endorsement or statement on any check or any letter accompanying any check or payment as Rent be deemed to effect or evidence an 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 or at law or in equity provided. 4,4.2 I.,ATE 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 (5a/a) OF THE OVERDUE AMOUNT TO COVER SUCH ADDITIONAL ADMINISTRATIVE COSTS, AND (B) INTEREST ON ALL DELINQUENT AMOUNTS AT THE DEFAULT RATE, FROM THE DATE DUE UNTIL THE DATE PAID. ARTICLE 5—TENANT'S TAXES Tenant shall reimburse Landlord upon demand for any and all taxes, impositions or similar fees or charges payable by or imposed or assessed upon Landlord upon or with respect to: (a) any Tenant's Personal Property located in or about the Premises; (b) any Leasehold Improvements made In or to the Premises by or for Tenant (without regard to ownership of such improvements) trend to the extent the original cost, replacement cost or value thereof exceeds die cost of Landlord's then effective "Building Standard" tenant Improvements, as determined in good faith by Landlord; (c) the Rent payable hereunder, including, without limitation, any gross receipts tax, license fee or excise tax levied by any governmental authority; (d) the possession, leasing, operation, management, maintenance, alteration, repair, use or occupancy of any portion of the Premises; or (e) this transaction or any document to which Tenant is a party creating or transferring an interest or an estate in the Premises. ARTICLE 6—IINTENTIONALLY OMITTED] ARTICLE 7-USE OF PREMISES 7.1 Tenant's Permitted Use. Tenant shall use the Premises only for Tenant's Permitted Use set forth in 1=1 of the Basic Lease Provisions and shall not use or permit the Premises to be used for any other purpose. Tenant shall, at its sole cost and expense, obtain and maintain In full force and effect all governmental licenses, approvals and permits required for Tenant's Permitted Use, in no case shall Tenant use or suffer or pemtit the use of any portion of die Premises for any Expressly Restricted Use. 7.2 Compliance With Laws and Other Requirements. 7.2.1 Subject to Section 7.2.2 below, Landlord shall cause die Common Areas and die Base Building to comply with all Laws, if and when any such action is required by any governmental authority mid/or if and to the extent that any failure of any portion of tie Common Ames 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 or the operation of Tenant'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 die fidure applicable to the Premises and Tenant's use thereof (including, without limitation, any Lew requiring any form or 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 or the Common Areas or the Base Building (defined below) are required under any applicable Laws as a result of Tenant's use of [lie Premises or any of Tenant's Leasehold Improvements, then at the election or Landlord: (i) Tenant shall be responsible for performing such modifications or alterations, at its expense or III) 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 perfonmanw orsuch modifications or alterations. 7.2.3 Tenant shall not use the Premises, or permit the Premises to be used, in any manner, or do or suffer any act in or about the Premises which: (A) violates or contlicts with any applicable Law, any of the Rules and Regulations or any covenants, conditions and rewictions applicable to Project; (8) causes or is reasonably likely to cause damage to lie Project, [he Premises or the Building Systems; (C) violates a requirement or condition or any policy of insurance covering the Project and/or the Premises, or increases the cost or such policy: (I)) constitutes or is reasonably likely to constitute a nuisance, annoyance or inconvenience to other tenents or occupants of the Pmject or its equipment, @ciliik s or systems or (E) interferes with, or is reasonably likely to interfere with, the transmission or reception or microwave, television, radio, telephone, or other communication signals by a tennne or other facilities located in the Project. Without limiting the generality orthe furegoing, should Any federal, stale or local governmental agency [loving jurisdiction with respect to lie establishment, regulation or enforcement of occupational, health or safety standards for employers, employees or tenants impose on Landlord or oil Tenant at any time now or in the future any requirement or Law relating in any manner to the Premises or occupancy thereof; Tenant shall, at its sole cost and expense, comply promptly (or at Landlord's election, bear the cost orsuch compliance As eReeted by Landlord) with such requirement or Law. Tenant shall indemnity, defend and hold harmless Landlord from And against any and all Claims Arising out oror relating to any failure o(Tenun[ to perform any orits obligutioos under this Section I 2. Landlord shall not enforce the Rules and Regulations in a discriminatory manner, provided that Landlord shall not be liable to 9016'Chiv Center nr—Oo- of&nat Ann !.ease .g. Tenant for any violation of any or 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 Hazardous Materials. No Hazardous Materials shall be Handled upon, about, in, above or beneath the Premises or any portion of the Project by or on behalf of Tenant or any otherTeoant Patties, Notwithstanding the foregoing, nomml quantitlea of those Hazardous Materials customarily used in the conduct of genera( administrative and executive office activities (e.g., copier Fluids and cleaning supplies) maybe used and stored at the Premises fit 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 introduction or any Tenant's Hazardous Materials, notwithstanding any less stringent standards or remediation allowable under applicable Environmental Laws and (b) shall indemnify, defend and hold harmless Landlord iron 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 the Project and/or the presence of any Tenant's Hazardous Materials in, on, under or about the Project, ARTICLE 8 - UTILITIES AND SERVICES 8.1 Betiding Set -vices. Provided that no Event of Default exists, subject to the terms, conditions and standards set forth in this Lease, Landlord shall furnish or cause to be famished, as part of Operating Expenses to the Premises, the utilities and services described in xl ibf "F" attached hereto. 8.2 Interruption of Services. Landlord shall not be liable for any failure to famish, stoppage of, or interruption in furnishing any of die services or utilities described fat Exhibit " " when such failure is caused by accident, breakage, repairs, strikes, lockouts, labor disputes, labor disturbances, governmental regulation, civil disturbances, acts of war, moratorium or other governmental action, or any other cause beyond Landlord's reasonable control, and, in such event Tenant shall not be entitled to any damages nor shall any failure or interruption abate or suspend Tenant's obligation to pay Rent under this Lease or constitute or be construed as a constructive orother eviction of Tenant. ARTICLE 9 -MAINTENANCE AND REPAIRS 9.1 Landlm-d's Obligations. Landlord shall endeavor to keep the Common Areas of the Building and the Project in a clean and neat condition. Subject to Section 9.2 below: (a) Landlord shall make all necessary repairs, within a reasonable period following receipt of notice of the need therefor from Tenant, to the exterior wells, exterior doors and windows of the Building, and to public corridors and other public areas of the Project not constituting a portion or any tenants' premises and (b) shall use commercially reasonable efforts to keep all Building Systems used by Tenant in common with other tenants in reasonable condition and repair, reasonable wear and tear excepted. Except as provided in Section 13,1 there shall be no abatement of Rent, nor shall Ulere be any liability of Landlord arising from the making of, or failure to make, any maintenance or repairs, alterations or improvements in or to any portion of the Building or Project. Tenant waives die right to make repairs at Landlord's expense under Sections 1941 and 1942 of the California Civil Code, and under all other similar laws, statutes or ordinances now or hereafter in effect, and waives and releases the right to terminate this Lease under Section 1932(1) of the California Civil Code and under all other similar laws, statutes or ordinances now or hereafter in effect. 9.2 Tenant's Obligations. During the Tenn of this Lease, Tenant shall, at its sole cost and expense, maintain the Premises in good order and repair and in a safe, clean and neat condition. Tenant shall make all repairs to the Premises not required to be made by Landlord under Section 9.1 above (including, without limitation, repair or replacement, as applicable, of all damaged and broken Extures and appurtenances) with replacements of any materials to be made by use of materials of equal or better quality. Further, Tenant shall be responsible for, and upon demand by Landlord shall promptly reimburse Landlord for, any damage to any portion of the Projector the Premises caused by: (a) activities or Tenant or any Tenant Party in or at the Premises or any other portion or die Project; (b) die performance or existence of any Alterations made by or for Tenant or any Tenant Party in or to the Premises; (c) the installation, use, operation o- movement of Tenant's Personal Properly in or about the Building or the Premises; (d) the design, installation or operation of any Alterations that are not consistent with Building Standards (as defined in the Work Letter); or (e) any act or emission by Tenant or any Tenant Party or any other person permitted in or invited to the Premises or the Project by Tenant or any Tenant Party. ARTICLE 10-ALTERATIONS 10.1 Landlord's Work. Landlord's sole construction obligation under this Lease is set forth In the Work Letter. Except as expressly provided in die Work Letter. landlord has made no representation or warranty to Tenon and has no obligation to alter, remodel, improve, renovate, repair or decorate die Premises, the Building, or the Project or any portion thereat: Tenant further acknowledges and agrees that no representations respecting the condition of the Premises, the Building or the Project have been made by Landlord to Tenant except as specifically set forth in this Lease. 10.2 Landlord's Cunsenl: Conditions. Except liter Permitted Alterations, Tenant shall not make any Alterations (or allow or permit any Alterations to be made) without first obtaining Uhe prior written consent of Landlord, which consent shall be requested in writing not less than filicen (IS) business days prior to the scheduled and actual commencement of any work therein. All such Alterations: (a) shall comply with all applicable Laws, (b) shall he compatible (as determined fit good faith by Lundlorl) with the Building and all Building Systems; (c) shall not interfere with tie use and occupancy of any other portion of die Building or the Project by any other tenants or their invitees; (d) shall not be visible from the exterior of the Building or limn any Common Arens: and (e) shall not affect die integrity orthe structural portions of the Building. In addition, Landlord may impose its a condition to its consent to any Alterations, such additional requirements as Landlord in its sole discretion deems necessary art desirable (including, without limitation, a requirement for Tenant to obtain (or require Its contractor to obtain) a completion and lien indemnity bond prior W commencement or any Alterations), Within ten (10) days of written demand therefor, Tenant shall: (I) reimburse all costs and eSpensca Incurred by Landlord because orTemmt's Alterations and (if) shall pay Landlord's supervision fee in an amount equal to Len percent (10%) of the cost of the Alterations fit question (provided that no supervision f'ee shall be payable with respect to Permitted Alterations). Tenant mid Tenant's contractors shall comply with such construction rates and regulations and building standards as Landlord may promulgate from Lime to 801 WChdr Crmeriir—Cite, ufSanta arm Leave .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 bome by Tenant, and in connection therewith, Landlord may elect to perfornh such modifications, alterations or Improvements (at 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 (lion the initial Tenant improvements, which will be perfoned by Landlord In accordance with the Work Letter) stall be performed by Tenant at Tenant's sole cost and expense and shall be prosecuted to completion in a diligent, first class manner (and so as not to interfere with any other tenants or occupants of the Project), and in compliance with any plans slid specifications therefor that are approved by Landlord, any and all conditions imposed by Landlord thereon, all 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 any 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 lime 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 file "as built" drawings of the Alterations together vrith a CAD file of the "as bui It" documents of the Alterations (current version of AutoCad). 10.4 No Liens • Tenant shall pay when due all costs for work performed and materials supplied to tie Premises. Tenant shall keep Landlord, die Premises, the Project and Tenant's leasehold interest free from all Encumbrances, including, without limitation, any of the same relating to die Alterations or any other work performed for, materials famished to or obligations incurred by Tenant, and Tenant shall indemnify, defend and hold harmless Landlord, the Premises and the Project of and from any and all Claims arising out of or related to any Encumbrances. Tenant shall satisfy or otherwise discharge all Encumbrances within five (5) business days after Landlord notifies Tenant in writing that any such Hell, stop notice, claim or encumbrunce has been filed, Temeit shall give Landlord not less than five (5) business days' prior written notice before commencing any Alterations in or about the Premises to permit Landlord to post appropriate notices of non -responsibility. 10.5 Removal and Restoration. All Alterations (and the Tenant Improvements) shall become a part of the Premises and shall become 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 die Leasehold 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 Properly owned or Installed by Tenant or any other Tenant Party in the Promises shall be and remain the property of Tenant (or die applicable Tenant Party), and upon die expiration or earlier termination of this Lease, Tenant shall, at its sole expense, remove all such items and repair any damage to the Premises or the Project caused by such removal. If Tenant fails to remove any such items or repair such damage promptly after the expiration or earlier termination of this Lease, Tenant (or the applicable Tenant Party) shall be deemed to have abandoned the same, In which case Landlord may store the some at Tenam's expense (and Tenant shall pay Landlord the cost thereof upon demand). or appropriate the same for Itself, and/or sell the same in its discretion, with no liability to Tenant (or the applicable Tenant Party). ARTICLE II -TRANSFERS 11.1 Restriction; Permitted Subleases. 1 LI.1 Restriction. Except as provided in Section 11.1.2 below, Tenant shall not, either involuntarily or voluntarily or by operation of law or otherwise, make or permit any Transfer without the prior written consent of Landlord in accordance with ection 11.4 below. Any Transfer in violation of the provisions of this Article 11 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 or utilization based in whole or in pan 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 or other agreement shall be absolutely void. 11.1.2 Permitted Subleases, Notwithstanding the foregoing, Tenant may, upon no less than ten (10) business days' prior written notice, but without the need to obtain the consent of Landlord, sublease space within the Premises to any Approved Guverlicntaf Entities. Landlord shall cooperate with Tenant's efforts to consummate any such subleases to any such Approved Governmental Entities, including, without limitation, in connection with any proposed Approved sublease to any Approved Govermental Entity, by using commercially reasonable efforts to comply with the State Requirements specified in Exhibit "L" attached hereto. Any sublease permitted without die consent of Landlord order this Section 11.1.2 (a "Permitted Sublease") shall not be subject to any the requirements, restriction or limitations set forth in Section 11.2. Section 111 Section 11 4. Section 11.5, or Section 11.6 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 (150) days) prior to the effective dine of the proposal Transfer, unit (b) four (4) originals of the proposed assignment or sublease or otter Transfer document on a Ionia approved by Landlord and lour(4) originals of the Landlord's Consent to Sublease or Assignment and Assumption of Lease and Consent executed by Tenant and the proposed Transferee. If Tenant modifies any of the material terms and conditions relevant to a proposed Transfer specified in the Transfer Notice, Tenant shall resubmit such Transfer Notice to Landlord I -or its consent. Following delivery ora Transfer Notice, Tenant shall nddidonally provide such otter information or materials with respect to the proposed Transfer and/or Transferee as Landlord may reasonably request. including. wihhout limitation, credit reports, business plans, operating history, bank and character references. 11.3 Landlord's Recapture Rights. At any time within twenty, (20) business days after Landlord's receipt of all ofthe Inlirn atinn and documents described in Section 11.2, Landlord may, of its option, fit its sole and absolute discretion, by written notice to Tenant. elect to: (a) in the case urn proposed sublease, sublease the Premises or the portion themorpruposed to be sublet by Tenant upon the same terms as those offered to Ole proposed subtentuil; (b) in the case of a proposed assignment, lake an assignment of this Lease upon the sonic terms us those offered to the 901 W CUe Crump Dr-Cfp, ojSeara Aurae Lease -I o- proposed assignee; or (c) terminate this Lease in its entirety or as to the portion of the Premises subject to the proposed Transibr, with a proportionate adjustment in the Rent payable hereunder if this Lease is ternimued as to less than all of die Premises. For the avoidance of doubt, this Section shall not apply to any Permitted Sublease. 11.4 Landlord's Consent: Standards. 11.4.1 If Landlord does not exercise any of tine options described in Sea( !on above, then within twenty (20) business days following its receipt of a Transfer Notice (and all of die 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 fa (a) in Landlord's good faith judgment: (1) die proposed Transferee does not have the financial strength (taking into account all of the Transferee's of iqr actual or potential obligations and liabilities) to perform its obligations with respect to the proposed Transfer (or otherwise does not satisfy, Landlord's standards for financial standing with respect to tenants under direct leases of comparable economic scope), ((i) the proposed Transferee is ore character or reputation or engaged in a business which is not consistent with the quality of the Project or the business and operations of die proposed Transferee are not of comparable quality to the business and operations being conducted by direct tenants of Landlord in the Project or (Ili) die use of the Premises, the Building or ilia Project by the proposed Transferee would; (A) significantly increase pedestrian traffic in and out of the Building and/or the Project, (B) generate increased loitering in Common Areas, (C) increase security risk, or (D) require any alterations to the Building or the Project to comply with applicable Laws; (b) die proposed Transferee has the power of eminent domain, is a governmental agency or an agency or subdivision of a foreign government; (a) the proposed Transferee intends to use any part of the Premises for a purpose not permitted under this Lease; (d) either the proposed Transfereq, or any person which directly or indirectly controls, is controlled by, or is under common control with the proposed Transferee (i) occupies space in the Project or has negotiated with Landlord within the preceding one hundred eighty (180) days (or is currently negotiating with Landlord) to lease space in the Project or (ii) is a direct competitor of Landiord; (e) an Event of Default then exists; (f) the proposed Transfer would cause Landlord to be in violation of another lease or agreement to which Landlord is a party or would give en occupant of the Project a right to cancel or modify its lease; (g) any ground lessor or mortgagee whose consent to such Transfer is required fails to consent thereto•, (h) the terms orate proposed Transfer will allow ilia Transferee to exercise a right of renewal, right of expansion, right of first offer, or other similar rights held by Tenant (or will allow the Transferee to occupy space leased by Tenant pursuant to any such right); (I) the proposed Transfer would be on economic terms (based upon effective rental rates) more favorable to tie Transferee then the economic terms then being accepted by Landlord for comparable direct leasing transactions in the Project; or (j) the proposed Transfer would result in more than three subleases per each full floor of the Premises being in effect at any one time during the Term. For die avoidance of doubt, this Section 11.4.1 shall not apply to any Permitted Sublease 11.4.2 Notwithstanding anything to the contrary in this Lease, if Tenant or any proposed Transferee claims that Landlord has unreasonably withheld its consent or otherwise acted in a manner not permitted under this Article I I. then the sole remedy of Tenant and such proposed Transferee if such clahu is determined by a court of competent jurisdiction to be successful shall be a declaratory judgment and an injunction for die relief sought without any monetary damages or other monelaty relief. To the maximum extent permitted by Law, Tenant and cacti proposed Transferee hereby waive any and all other remedies, including, without limitation, any right at law or equity to terminate this Lease with respect to any such claim, Tenant shall indemnify, defend, protect and hold harmless Landlord from any and all Claims involving or asserted by any third party or parties (including, without limitation, Tenant's proposed Transferee and/or any broker representing Tenant and/or such Transferee in connection with a proposed Transfer) claiming they were damaged by Landlord's wrongful withholding or delaying of consent to any proposed Transfer or other breach of this Article 11. Tenant acknowledges that Tenant's rights under this Article I I satisfy, the conditions set forth In Section 1951.4 of the Celffomia Civil Code with respect to the availability to Landlord orcertain remedies for a default by Tenant under this Lease. 1L5 'transfer Profits. Subject to the provisions of Mils Article I I if Landlord consents to any Transfer (other than a Permitted Sublease), Tenant shall pay to Landlord flay percent (50°/u) of any Transfer Profits. Tenant shall provide Landlord with a detailed statement setting Forth the calculation of any Transfer Profits that Tenant either has or will derive front a Transfer. Landlord or its representative shall have the right at all reasonable times to audit die books and records of Tenant with respect to flue calculation of Transfer Profits. If such inspection reveals an underpayment by Tenant of Transfer Profits, Tenant shall pay to Landlord the deficiency and the cost of Landlord's audit within ten (10) business days after its receipt of the results of such audit. For the avoidance of doubt, this Section 11.5 shall not apply to any Permitted Sublease 11.6 Landlord's Costs. With respect to each Transfer (other than a Permitted Sublease) proposed to be consummated by Tenant, whether or not Landlord shall grant consent, and whether or not Landlord's consent shall be required, Tenant shall, within ten (10) business days after written request by Landlord, reimburse all of Landlord's Review Expenses relating to such proposed Transfer. For the avoidance of doubt, this Section 11.6 shall not apply to any Penniued Sublease 11.7 Couthnnine Liability of Tenant Notwithstanding the consummation or attempted consummation of tiny Transfer under this Article I I (including, but not limited to, any assignment of this Lease), Tenant shall remain as fully and primarily liable for tine payment orRent and for the perfumhaice of all other obligations of the "Tenant" contained in this Lease to the some extent us if the Transfer had not occurred. Any net or emission of any Transferee that violates the terns of Oils Lease shall be decried a defuuh by Tenant tinder this Lease. and Billowing expiration orthe applicable notice and cure period, shall be deemed an Event of Default, in which case. Landlord may proceed directly against Original Tenant (and/or any of its successors as the "Tenant" hereunder) without the necessity of exhausting its remedies against such Transferee (notwithstanding the fact that the Original Tenant (and/or any of its successors as the 'Tenant" hereunder) may have assigned all or its right, tide and interest In this Lease). Landlord may consent to subsequent Transfers orthis Lease with Translerees of Tenant, upon notice to Tenant. but without obtaining Its or their consent thereto. and such action shall not relieve Tenant olds liability under this Lease. 11.9 Nun-1 oNg. T'he consent by Landlord to any Transfer shall not relieve Tenant, or any Person claioing through or under Tenant, of the obligation to Obtain ilia consent of landlord. pursuant to lhi, Article 11. to any further Trmnslbr. Following any Transfer. Landlord may collect (tent front the Transferee without waiving any rights hereunder, and collection or the Rent from a Person odher than Tenant shall not be :01 Ii'Clrle CeiirerDr-Clq• ofSaani.. bra Learn .I I- 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 lie performance of Tenant's obligations under this Lease. ARTICLE 12 -SUBORDINATION AND ATI'ORNMENT• ESTOPPEL CERTIFICATES; FINANCIAL STATEMENTS. 12.1 Subordination and AttornmeM. 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 n lien upon or affect the Project, the Building or the Premises and the rights and interests of the Holders of such Security Instruments. Such subordination shall be effective without the necessity of the execution by Tenant of any additional document for the purpose of evidencing or effecting such subordination. In addition, Landlord shall have the right to subordinate or cause to be subordinated any such Security Instruments to this Lease, and in such one, in die event of the termination or transfer of Landlord's estate or Interest in the Project by reason of any termination or foreclosure of any such Security Instruments, Tenant shall, notwithstanding such subordination, shoo to and become the Tenant of the successor in interest to Landlord at the option ofsuch 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 form required by the Holder of the Security Instrument requestng 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 tide to the Building by reason of the termination or Poreclosure of any Security Instrument, and Tenant shall, within five (5) business days of demand therefor execute any instruments or other documents which may be required by Landlord or the Holder of any such Security Instrument to evidence the attomment described in this Section 12,1.1. 12.1.2 Should any current or prospective mortgagee or ground lessor for the Building or the Project (or any portion thereol) require a modification or modifications of the Lease, which modification ormodifications 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 some to Landlord within ten (10) days following Landlord's request therefor. 12.2 Estoppel Certificates. Tenant shall, upon not less than ten (10) business days prior written notice from Landlord, execute, acknowledge and deliver to Landlord a statement in writing certifying those facts for which certification has been requested by Landlord or any 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 (or setting forth any modifications that have occurred), (b) the dates to which the Base Rent and other forms of Rent payable hereunder have been paid, (a) whether or not Landlord is in default in the performance of any covenant, agreement or condition contained in this Lease (and, if so, specifying each such default of which Tenant may have knowledge), and (d) any other facts for which certification is reasonably required by Landlord or customarily required by any prospective purchaser or Holder to which such estoppel certificate is being provided Tlhe form oFthe statement attached hereto as xhibit"" is hereby approved by Tenant for use pursuant to this Section 12.2, but Landlord shall have the right to use other forms far such purpose, Tenant's failure to execute and deliver such statement within such time shall be conclusive upon Tenant that this Lease is in full force and effect without modification except as may be represented by Landlord in any such certificate prepared by Landlord and delivered to Tenant. Any statement delivered pursuant to this Section 12.2 may be rolled upon by any prospective purchaser, mortgagee, ground lessor or other like encumbrancer thereof or any assignee of any such encumbrance upon the Building or the Project. 12.) PER anc'ta1 SFteiihenIs—Al any uric duririg" the Te`rni;-Tenent shalt, uponTive 153'Fuustness—Ir ays' poor notice from Landlord, provide Landlord with then current financial statements and financial statements for each of the two (2) years prior to the then current calendar year for each of Tenant and the Guarantor (if tiny). 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 I3—CASUALTV: TAKING 13.1 Casualty 13.1.1 Rcmrir of the Promises. 'tenant shall promptly notify Landlord in writing (a "Damage Notice") of any casualty event, damage or condition to which this Section 13.1 is or may be applicable (a "Casualty"). Landlord shall, within a reasonable time after the discovery by Landlord of any damage resulting from any Casualty ("Casualty Damage"), subject to reasonable delays for insurance adjustment or other matters beyond Landlord's reasonable control, and subject to all other terms of this Section 13.1begin to repair the damage to the Project and ilia Premises resulting from such Casualty, and shall proceed with reasonable diligence not to exceed 60 days to restore the Project slid Premises (tile "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 orthe Leasehold Improvements or any or Tenant's Personal Property (all of which shall be promptly repaired, restored and/or replaced by Tenant). Landlord shuli have no liability for any inconvenience or annoyance to Tenant or injury to Tenant's business as a result of any Casualty, or the Restoration, regardless of the cause therefor. Base Rent, and Additional Rent payable under Sections 4.2 and !U, shall abate if and to the extent Tenant ceases to occupy a material portion Of ilia Premises shot was damaged by a Casualty and rendered unfit for occupancy (For the Permitted Use) as a result thereat: for the period of time commencing on the date Tenam vacates such dmunged 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 and such Casualty collected by Landlord. 13.1.2 Exceptions to Landlord's Oblisatimhs, Notwithstanding anything to the contrary contained in this Section 13.1, 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 of the Premises or any material potion of the Project is damaged and (b) any of the following conditions exist: (I) Landlord estimates in good faith that the ReStOrat'Inn cannot reasonably he compicted (without the payment ofoverime) within one hundred eighty (180) days orLandlorsl's discovery ot'thc 901 r4'CAvc Crruer tlr—C/ry� r jSrtrrrn.tlnn Lease . Q. Casualty Damage, (li) 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 secured by such Security Instrument, (!if) the cost of the Restoration Is not fully covered by insurance proceeds available to Landlord and/or payments received by Landlord from tenants, IN) Tenant shall be entitled to an abatement of 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 last eighteen (18) months of the Term (disregarding Extension Terms, if any). Such right of termination shall be exercisable by Landlord by delivery or written notice to Tenant at any time following the Casualty until sixty (60) days following the later of: (A) delivery of tie Damage Notice or (B) Landlord's discovery or determination of any of the events described in clauses (1) through (v) of the preceding sentence, and shall be effective upon delivery of such notice of termination for if Tenant has not vacated die Premises, thirty (30) days diereaRer). 13.1.3 Waiver. Landlord and Tenant agree that die provisions of this Section 13.1 and the remaining provisions c rthis Lease shall exclusively govern the rights and obligations of the parties with respect to any and ell damage to, or destruction of, all or any portion of the Premises or the Project, and Landlord and Tenant hereby waive and release each and all of their respective common law and statutory rights inconsistent herewith, whether now or hereinafter in effect (including, without limitation, Sections 1932(2) and 1933(4) of the California Civil Code, as amended Dom time to lime). 13.2 Taking, If the whole or a material portion of the Promises, the Building or the Project shall be taken under the power of eminent domain, or sold to prevent the exercise thereof (collectively, a "Taking"), this Lease shall automatically terminate as of the earlier ofthe date of transfer of title resulting from such Taking or the date of transfer of possession resulting Dom such Taking (the "Taking Date"). in tilt event ore Taking of such portion of the Project, the Building or the Premises as shall, in the opinion of landlord, substantially interfere with Landlord's operation thereat, Landlord may terminate this Lease upon thirty (30) days written notice to Tenant given at any time within sixty (60) days fallowing the Taking Date. He portion of the Premises is so taken and this Lease is not terminated; (a) Landlord shall, with reasonable diligence and at Landlord's cost (to the extent of the condemnation award received by Landlord), proceed to restare (to the extent permitted by Laws and covenants, conditions and restrictions then applicable to the Project) the Premises (other than Tenant's Personal Property and Leasehold improvements that are not consistent with then Building Standards) to a complete, functioning unit and (b) the Base Rent payable hereunder shall be reduced proportionately based on the portion of the Premises so taken, Except as expressly provided otherwise in this Section 112, the entire award for any Taking shall belong to Landlord (without deduction for any estate or Interest of Tenant), except that Tenant shall be entitled to independently pursue a separate award for the loss of, or damage to, Tenant's Personal Property and Tenant's relocation costs directly associated with the Taking (but Tenant shall not otherwise assert any claim against Landlord or the condenming authority). No Taking OF any portion of the Premises, the Building or the Project (or any portion thereof) for a period of less than two hundred seventy (270) days (a "Temporary Toldng") shall terminate this Lease or entitle Tenant to any abatement of the Rent payable to Landlord under this Lease; provided, however, that any award for any such Temporary Taking shall belong to Tenant, but only to the extent dint the award applies to any time period during the Tenn of this Lease, This Section 13.2 shall be Tenant's sole and exclusive remedy in the event of a Taking. Each party hereby waives the provisions of Sections 1265.130 and 1265.150 of the California Code of Civil Procedure and die provisions of any successor or other law of like import. ARTICLE 14—INDENINIFICATION AND INSURANCE 14.1 _Waiver of➢.,iability and l ndehnnifcafion. Except to the extent expressly provided to theconlrary herein, Tenant hereby waives all claims and causes or action against Landlord and all of the other Landlord Parties for any damage to persons or property (including, without limitation, loss orprofits and intangible property) in any way relating to Tenant's use and occupancy of the Premises Dom any cause whatsoever, including, without limitation tire, explosion, falling plaster, steam, gas, air contaminants or emissions, electricity, electrical or electronic emanations or disturbance, water, rain or snow or leaks from any part the Building or from the pipes, appliances, equipment or plumbing works or from the roof, street or sub -surface or tiara any other place or caused by dampness, vandalism, malicious mischief, Tenant shall indemnify, defend, protect and hold harmless Landlord and each of tine Landlord Parties from and against any and all Claims that arise out of, are occasioned by or are in any way attributableto: (a) the use or occupancy of the Premises or any portion of the Project by Tenant, (b) the acts or omissions of Tenant or any Tenant Party, (o) any default of this Lease by Tenant, or (it) any litigation or other proceedings between Tenant and any third party; provided that Tenant slialI not be required to so indemnify, defend or hold Landlord or any of the other Landlord Parties harmless to the extent that any such Claims arise out or the gross negligence or wllllul misconduct of Landlord, its agents or employees. 14.2 Insunmee. At all times during the Term of this Lease, Tenant shall: (n) procure and maintain, at its sole expense, the insurance policies described in Exhibit "G", attached hereto and (b) otherwise comply with each and all of the obligations and requirements set faith in Exhibit Landlord makes no representation that the insurance coverage specified to be carried by Tenant pursuant to this Exhibit •` " is adequate to protect Tenant against Tenant's undertakings under the terms of this Lease or otherwise, and ifTenaht believes that such insurance coverage required under this Lease is insufficient, at its own expense, Tenant shall provide such additional insurance as Tenant deems adequate. 14.3 Wainer or Suhromrtion. Notwithstanding any provision of this Article 14 to the contrary, Landlord and Tenant intend trot their respective property damage loss risks shall be borne by their respective insurance carriers to the extent of the property damage insurance that each of Landlord mid Tenant are required to carry under rAillift '47. and except as expressly provided otherwise in this Lease, in the event of a properly loss. each of Landlord and Tenant hereby agree to look solely in, and seek recovery only from, their respective property damage insurance carriers to the extent (lint such property loss is ore type that is covered by the property damage insurance it is required to curry under Exhibit •,O". As long as such waivers ot'subrogotion are reasonably available, each orthe parties hereto hereby waives all or its rights and claims against each of tie other parties hereto far such fusses. and provided such waiver of subrogation shall not street the right or such party as the insured under its property damage policy (or policies) to recover thereunder, waives all ofthe rights of subrugation or Its property damage insurers. The parties hereto further agree that, so long as no material additional premium is charged therefore, their respective properly insurance policies arc non%, or shall be, endorsed such [[lot the Itreguing waiver nfsuhrogalion shall not affect the right of the Insured to recover thereunder. ARTICLE I5—EVENTS OF IDFFAUI T 1ND RFlIJEWS 15.1 E_ tents of Ucrault Uv T'ermnt, The occurrence or any of tlm fullowing shall constitute a material delhull and breach of this Lease by I'enam (an "Even! of (Default"); SO W'Clwlr ('rotor Ur— tip• ujSnnrn.drm Lease - I3- 15.1.1 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 Tenart to lake occupancy of the Premises within thirty (30) days of the Commencement Date (it being agreed that the fact that any of Tenant's Property remains in the Premises shall not be evidence that Tenant has not vacated or abandoned die Premises). 15.1.3 Any failure by Tenant to execute slid deliver any statement or document described in Ardele 12 requested by Landlord within the time periods specified therein, If such failure continues For three (3) days after Landlord's delivery oFwritten notice thereof. 15.1.4 The failure by Tenant to observe or perform any other provision of this Lease to be observed or performed by Tenant, other than those described in Sections 15.1.1. 15. t.2 and j.$,11 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 tie default within tie twenty (20) day period and thereafter diligently prosecutes the same to completon. 15.1.5 The making or furnishing by Tenant of any warranty, representation or statement to landlord in connection with this Lease, or any other agreement to which Tenant and Landlord are parties, which is false or misleading in any material respect when made or 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 11. 15.1.7 The filing or execution or occurrence of any one of the Following: (a) a petition in bankruptcy or other insolvency proceeding by or against Tenant or any general partner of Tenant, (b) a petition or answer by Tenant or any general partner of Tenant seeking relief under any provision of the Bankruptcy Act, (a) 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 Wstee, receiver or liquidator of Tenant or any general partner of Tenant or any property of Tenant or any general partner of Tenant, (e) a proceeding by any governmental authority for the 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 concem, or (0 an admission by Tenant or any general partner of Tenant of its inability to pay Its debts as they become due. 15.1.8 The default by any guarantor of 'tenant's obligations hereunder under any guaranty of this Lease, the attempted repudiation or revocation of any such guaranty or the participation by any such guarantor in any other event described in this Section 15.1 (as if this Section 15, 1.8 referred to such guarantor in place of Tenant). 15.1.9 Any default that continues beyond 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 any 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 a t law or in equity, without any further notice or demand whatsoever Landlord shall have the option to pursue any one or more of the remedies described in Section I of Exhibit V attached hereto, each and all of which shall, subject to applicable law, be cumulative and nonexclusive (and all of the other provisions of Section I of Exhibit" "shall apply to an Event orDelbult by Tenant hereunder). ARTICLE 16 — LANDLORD DEFAULT: LANDLORD'S LIABU IT4' 16.1 Landlord Deficit . Landlord's failure to perform or observe any or its obligations under this Lease shall constitute a material default by Landlord under this Lease (a "Landlord Default") only if such failure shall continue for a period of thirty (30) days after Landlord (mid each Notified Party) receives written notice From Tenant specifying (and describing in reasonable detail) the alleged default (and identff}ring the applicable Lease provision(s)), provided, however, that if the nature of the default is such [list it cannot be cured within the thirty (30) day period, no Landlord Default shall exist if Landlord (or any Notified Party) commences the curing of the applicable default within thirty (30) days following its receipt of Tenant's default notice and thereafter diligently prosecutes the same to completion. Subject to the remaining provisions of this tense, following die occurrence of any Landlord Default, Tenant shall have the right to pursue any remedy available under Law for such Landlord Default by t.andk rd; provided, however, that in no case shall Tenant have any right to anninme this Lease oil account of any 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 tie parties hereto tint: (a) the recourse of Tenant or its successors or assigns against Landlord (and the liability of landlord to Tenant, Its successors anti assigns) with respect to: (i) any actual or alleged breach or breuches by or on the pat of Landlord of any of Landlord's Lease Undertakings or (ii) any matter relating to Tenant's use ur uccupancy of the Premises shall be limited to an amount equal to the lesser of: (x) Landlord's equity interest in tie Building mid (y) the equity interest Landlord would have in the Building irthe Building were encumbered by independent secured Financing equal to eighty percent (80%) of tic value or the Building; (b) Tenant shall have no recourse against any other assets of Landlord or any other Landlord Parties (or their officers, directors or shareholders); (c) except to the extant of Landlord's equity interest in the Building(to file extent provided above), an personal liability or personal responsibility orally sort with respcet to any or Landlord's Lease Undertakings or any alleged breach thereof is assumed by, or shall at any time be asserted or a ilbrceable against. 801 IPC6Vc Cenar Dr —City njSrralaellnr Leere .14. Lmdiord or any of the other Landlord Parties, and (d) 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 actin or alleged breach by Landlord of Landlord's Lease Undertakings or in connection with any other matterrelating to Tenoit'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 sate 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 iavor of Tenant that arc to be performed after (or that First accrue after) such sale or conveyance (and for satisfaction or all liabilities arising out of the same), This Lease shall not be affected by any such sale, however, and Tenant agrees to attorn to the purchaser or assignee, such adornment to be effective and self -operative without the execution of any further instruments by any of the parties to this Lease. ARTICLE 17-MISCELLANEOUS 17.1 Notices, All notices, requests and/or demands which Landlord or Tenant may be required, or may desire, to serve on the other (or any Holder) shall, except as expressly provided otherwise herein, be In writing and may be served, as an alternative to personal service, by mailing the some by registered or certified mail, postage prepaid, or by a reputable overnight courier service, which provides evidence ordelivery, addressed to the Landlord at the address for Landlord set forth in Item 11.2 of the Basic Lease Provisions and to Tenant at the address for Tenant set forth in Item 11. 1 of the Basic Lease Provisions, or, from and after the Commencement Date, to the Tenant al the Premises whether or not Tenant has departed from, abandoned or vacated the Premises, or addressed to such other address or addresses as either Landlord or Tenant may from time to time designate written notice to the other. Any such notice, request or demand shall be deemed to have been served at the time the same was posted. 17.2 Broilers. The parties recognize as the broker(s) who procured this Lease, the firms) specified in Item 9 of tie Basic Lease Provisions and agree that Landlord shall be solely responsible for the payment of any brokerage commissions to said broker(s), and that Tenant shall have no responsibility therefor unless whitten provision to the contrary has been made a part of this Lease. If Tenant has dealt with any other person or real estate broker in respect to leasing, subleasing or renting space In the Building, Tenant shall be solely responsible for the payment of any fee due said person or firm aid Tenant shall protect, indemnify, hold harmless and defend Landlord from any Claims relating thereto. 17.3 Rights Reserved by Landlord, 17.3.1 Entry by Landlord. Landlord may enter the Premises at all reasonable times to: (a) inspect the same; (b) exhibit the same to prospective purchasers, lenders or tenants; (c) determine whether Tenant is complying with all of its obligations tinder this Lease; (d) supply janitorial and other services to be provided by Landlord to Tenant under this Lease; (a) post notices of non -responsibility; (a) exercise any of Landlord's rights or perform any of Landlord's obligations under this Lease; (f) make repairs or improvements in or to the Project or the Premises (provided, however, that all such work shall be done ris promptly as reasonably possible and so es to cause as little interference to Tenant as reasonably possible) or (g) for any other reasonable purpose. Tenant hereby waives any claim for damages for any injury or inconvenience to, or Interference with, Tenant's business, any loss oroecupaney, or quiet enjoyment of die Premises or any other loss occasioned by such entry. Landlord shall at all limes have end retain a key with which to unlock all of the doors in, on or about the Premises (excluding Tenant's vaults, safes and similar areas designated by Tenant in writing In advance), and Landlord shall have tie right to use any and all means by which Landlord may deem proper to open such doors to obtain entry to the Premises, and any entry to the Premises obtained by Landlord by any such means, or otherwise, shall not under any circumstances be deemed or construed to be a forcible or unlawful entry into or a detainer of the Promises or an eviction, actual or constructive, of Tenant from any part of the Premises. Such entry by Landlord shall not act as a termination of Tenant's duties under this Lease. If Landlord shall be required to obtain entry by means other than a key provided by Tenant, the cost of such entry shall be payable by Tenant to Landlord, 17.3.2 Right to Lease: Proiect or Building Name and ShImi Landlord reserves the absolute right to; (a) lease space in the Project slid to create such other tenancies in the Project as Landlord, in its sole business judgment, shall determine is in the best interests of the Project; (b) to change the name or street address of tie Building and/or the Project; and (c) to install, affix and maintain any and all signs on the exterior and on die interior of the Building and/or the Project as Landlord may so desire, in its sole discretion. Landlord does not represent slid Tenant does not rely upon any specific type or number of tenants occupying any space in tie Building or the Project during the Tenn of this Lease. Tenant shall not, without die prior written consent of Landlord, use tie name of the Building and/or the Project, crony pictures or illustrations of the Building and/or tie Project, in Tenant's advertising or in any other publicity, and to the extent that Landlord grants such consent, shall refer to the Building and/or the Project by the name designated by Landlord. 173.3 The Other Improvements. If portions of the Project or property adjacent to the Project (collectively, the "Other Improvements") are owned by all entity other than Landlord, Landlord, at its option, in its sole and absolute discretion, may enter Into an agreement with the owner or owners of any or all of the Other Improvements to provide: (a) For reciprocal rights of access and/or use of the Project and the Other Improvements; (b) for Ilia common inanagenhent, operation, maintenance, improvement and/or repair of all or any portion or the Project and the Other Improvements; (c) for the allocation of a portion of the Operating Expenses to the Other Improvements and Ilia operating expenses and taxes for the Other Improvements to the Project; and (d) for the use or improvement or the Other Improvements earlier the Project in connection with the improvement, construction, and/or excavation of die Other Improvements and/or tie Project. Nothing contained herein shall be deemed or construed to limit or otherwise affect I ividiord's right to convey all or any portion of the Project or any other or Landlord's rights described in this Lease 17.3.4 Renovation of the Protect and Other Imorovemenls/Construction or Nov Improvements. Tenant acknowledges That portions orthe Project and/or the Other Improvements may he under construction following Tenant's occuponcy orthe Premises, and that such construction may result in levels urnoise. dust, obst uedon ornecess. etc. which are in excess orthut present in a Fitly constructed project. Tenant acknowledges and agrees that Landlord may alter. remodel, improve and/or renavale (collectively, Ilia "Construction Work") the Building. Premises, and/or the Project (including, without limitation, by constructing new Improvements in Common Areas), and in connection with any Construction Work, Landlord may, among other things, Greet scnll'ulding or other necessary structures in the Building, or elsewhere in o• at the $01 WChdr C enter Dr —Orr ofSnpla,liw Leave -15 Project, restrict access to portions or the Project, including portions or the Common Areas, or perform work in the Building and/or the Project. Tenant hereby agrees dial such Construction Work and Landlord's actions in connection with such Construction Work shall in no way constitute a constructive eviction or Tenant nor entitle Tenant to any abatement or Real. Landlord shall have no responsibility or liability to Tenant for any injury to or interference with Tenant's business arising fi•om any such Construction Work, and Tenant shall not be entitled to any damages from Landlord for loss or use of the Premises, In whole or in pert, or for loss of Tenant's personal property or improvements, resulting from ale 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 Mathis Reserved by Landlord. Landlord reserves the following rights exercisable without notice (except as otherwise expressly provided to the contrary in this Lease) and without being, deemed an eviction or disturbance of Tenant's use or possession of the Premises or giving rise to any claim for set-off or abatement of Rent: (a) to designate and/or approve prior to installation, all types oFsigns,.window shades, blinds, drapes, awnings or other similar items, and all internal lighting that may be visible from the exterior of the Premises and, notwithstanding the provisions of Article 10• the design, arrangement, style, color and general appearance of the portion oFthe Premises visible from the exterior, and contents thereof, including, without limitation, fdmiture, 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 lire same type of exposure and used for substantially the some purposes that are generally prevailing in first class office buildings in the area; (b) to display the Premises and/or the Building and/or the Project to mortgagees, prospective mortgagees, prospective purchasers and ground lessors at reasonable hours upon reasonable advance notice to Tenant; (c) to change the arrangement of entrances, doors, corridors, elevators and/or stairs in the Building and/or the Project, provided no such change shall materially adversely affect access to We 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 the Premises for the purposes pennitted under this Lease; (a) to prohibit the placement of vending or dispensing machines of any kind in or aboutthe Premises other than for use by Tenant's employees; (F) to prohibit the placement or video or other electronic games in the Premises; (g) to have access for Landlord and other tenants of the Building to any mail chutes and boxes located in or on the Premises according to the rules of the United States Post Office and to discontinue any mail chute business in the Building and/or the Project; (h) subject to Tenant's rights of access under Section 2 .3. to close the Building after normal business hours, except that Tenant and its employees and Invitees shall be entitled to admission at all dines under such rules and regulations as Landlord prescribes for security purposes; (1) 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; Q) 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 Project; (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, layout, size, ingress, egress, areas, method of operation, and other characteristics of or relating to the Parking Facilities at any time, and/or to provide for nonuse, partial use or restricted use of portions thereof, (m) to delegate control of the Parking Facilities to a parking operator (and/or to master lease the Parking Facilities to a parking operator) in which case Landlord may assign any or all of the rights, including rights of control, attributed hereby to the Landlord to such parking operator, and (n) to lake (and require Tenant to take) reasonably appropriate action to comply with any Law or mandatory controls or voluntary controls promulgated by any governmental or quasi -governmental authority or public utility relating to: (1) the use or conservation of energy, water, gas, light or electricity, reduction of automobile or other emissions, or the provision of any other utility or service and/or (li) dire reduction and/or management of tragic, transportation or parking in or around the Project. 17.4 Light and Atr. No diminution or shutting off of any light, air or view by any structure now or hereafter erected shall in any manner affct this Lease or the obligations of Tenant hereunder, or increase any of die obligations of Landlord hereunder. 17.5 Force Majeure. Landlord shall incur no liability to Tenant with respect to, mid 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, but not limited to, strike, labor trouble, governmental rule, regulations, ordinance, statute or interpretation, or by fire, earthquake, civil commotion, or failure or disruption of utility services (a "Force Majeure Event"). The amount or time for Landlord to perform any of Landlord's obligations shall be extended by the amount of time Landlord is delayed in performing such obligation by reason or any such Force Majeure Event whether similar to or different from the foregoing types of occurrences. 17.6 Altoruevs'Fees: Governing Law: No Counterclaim: Choice orLaws• Waiver ordury Trial. 17.6.1 Attorneys' Pecs. if either Landlord or Tenant shall commence any action or other proceeding against the other arising Out of; or relating to, this Lease or the Premises, the prevailing party shall be entitled to recover from the losing party, in addition to any otter relief, its actual attorneys' fees irrespective of whether or not tie action or other proceeding is prosecuted to judgment and irrespective or any court schedule or rensonable attorneys' fees. In addition, Tenant shall reimburse Landlord, upon demand, for all reasonable attorneys' fees incurred in collecting Rent or otherwise seeking enforcement against Tenant, its sublessees and assigns, of Tenant's obligations under this Lease. 17.6.2 Governing Law This Lease shall be governed by, and construed in accordance with, the laws at* the state of California (without regard to its conflict orlaws principles). 17.6.3 Choice or Jurisdiction. Tenant hereby submits to local jurisdiction in the State orCalifomia and agrees that any action by Tonam against Landlord! shall be instituted in the State of California and that Landlord shall have personal jurisdiction over Tenant for any action brought by Landlord ugainst'renunl in the State ofCaliromia. 17.6.4 Waiver or Trial by ,low. TO THE FULLEST EXTENT PERMITTED BY LAW, LANDLORD AND TENANT EACH EXPRESSLY WAIVE THEIR RIGHT TO TRIAI. BY JURY IN ANY TRIAL HELD AS A RESULT OF A CLAIM ARISING OUT OF Ott IN CONNECTION Wi•rH THIS LEASE IN WHICH LANDLORD AND TENANT ARE ADVERSE PARTIES, THE FILING OF A CROSS. CONI'LAIN'r EY ONE AGAINS'r'niE OTHER IS SUFFICIENTTO MAKE THE PARTIES "ADVERSE" 17.7 OFAC Coninliaucc. Tenant represents, wnn•ants and covenants to Landlurl: (a) that neither die Tenant nor any person or entity thus directly owns a 10%or greater equity interest in it nor any of its oticers. directors or managing members is a person or entity with whom U.S. .101*'Chic Cemrar Lip —CJtyif.goilla bra Leme -16- persons or entities are restricted from doing business under OFAC regulations (including Ili ose named on OFACs Specially Designated and Blocked Persons List) or under any statute, executive order (including, without limitation, Executive Order 13224, or other governmental action, (b) that Tenant's activities do not violate the Money Laundering Act, and (a) that throughout the term of this tease die Tenant shall comply with Executive Order 13224 and with the Money Laundering Act. 17.8 State Snecific Reauirements, 17.8.1 Calirornia Civil Code Section 1938. As of the date of this Lease, the Premises, Building and Project have not been inspected by a Certified Access Specialist ("CASp") as referred to in Section 1938 of the California Civil Code. A CASp can inspect die subject premises and determine whether the subject premises comply with all of the applicable construction -related accessibility standards under state law, Although slate law does not require a CASp inspection or 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 die occupancy or potential occupancy or the lessee or tenant, if requested by the lessee or tenant. The parties shall mutually agree on the arraugements for the time and manner of the CASp inspection, the payment of ilia fee for the CASp Inspection, and the cost of making any repairs necessary to correct violations or construction -related accessibility standards within the Premises. 17.8.2 CAllfarnia Public Resources Carle Section 25402,➢0. Pursuant to California Public Resources Code Section 25402.10 and the regulations adopted thereunder (together with any future low or regulation regarding disclosure of energy efficiency data with respect to the Pivject, the "Electrical Energy Disclosure Laws"): (a) Landlord is or may be required to disclose to third parties (including, without limitation, prospective purchasers, lenders and tenants of the Project) information concerning die amount of electrical power consumed at die Nect ("Electrical Energy Use Disclosures"), and (b) in order to make such Electrical Energy Use Disclosures, Landlord may need to obtain information regarding Tenant's consumption of electrical power in the Premises (if and to the extent that delivery of electrical power to the Premises or any applicable portion thereof that is measured by a meter in Tenant's name). Accordingly, Tenant agrees to cooperate with Landlord in connection with any such Electrical Energy Use Disclosures, including, without limitation, by providing to Landlord, within ten (10) days following Lessor's request therefor: (1) copies of (or access to) bills or other records reflecting the delivery of electrical power to die Premises or any applicable portion thereof that is measured by a meter in Tenant's name and/or (it) other information (such as without limitation, the number of employees regularly working at the Premises (or any applicable portion thereof), the types of equipment regularly used at the Premises (or mhy applicable portion thereof) and/or the regular operating hours at the Premises (or any applicable portion thereof)) dial is reasonably required For Landlord to estimate the amount or electrical power consumed at the Premises. 17.9 Fair Employment Practlees7Nan-Discrimination. Landlord agrees, subject to applicable laws, rules and regulations, dint no person shall be subject to discrimination in die performance of this Lease on the basis of race, color, religion, national origin, sex, sexual orientation, gender identity, AIDS, HIV status, age, disability, handicap or veteran status. Landlord shall take affirmative action to ensure that applicants are employed and tint employees are treated during employment without respect to any of these bases, including but not limited to employment, upgrading, demotion, transfer, recruitment, recruitment advertising, layofr, termination, rates of pay or other forms of compensation, and selection for training, Including apprenticeship. 17.10 interpretation, Tenant acknowledges that it has read and reviewed this Lease and that it has had the opportunity to confer with counsel to die negotiation of this Lease, Accordingly, this Lease shall be construed neither for nor against Landlord or Tenant, but shall be given a Fair and reasonable interpretation in accordance with the meaning orits temps and the intent of the parties. All captions, headings, titles, numerical references and computer highlighting are for convenience only and shall have no effect on the interpretation of this Lease. All terms and words used in this Lease, regardless of the number or gender to which they are used, shall be deemed to include the appropriate number and gender, as the context may require. Each covenant, agreement, obligation or other provision of this Lease to be performed by Tenant are separate and independent covenants of Tenant, and not dependent on any other provision of this Lease. Time is of the essence of this Lease and die performance of all obligations hereunder. In the event any provision of this Lease is found to be unenforceable. the remainder of this Lease shalt not be affected, and any provision Found to be invalid shall be enforceable to the extent permitted by low. The parties ngree that if two different interpretations may be given to any provision hereunder, one of which will render die provision unenforceable, and one or which will render the provision enforceable, the interpretation rendering the provision enforceable shall be adopted. 17.11 No Psrtnershin or Joint Venture: No Third Party Beneficiaries. Nothing contained in this Lease shall be deemed or construed to create the relationship of principal and agent, or partnership, or joint venture. or any other relationship between Landlord and Tenant other than landlord and tenant. Landlord shall have no obligations hereunder to any person or entity other then Tenant or any person or entity claiming through Tenant, and no other parties shall have any rights hereunder as against Landlord. For die avoidance of doubt, it is understood and agreed that Persons that are Landlord Parties arc intended third party beneficiaries orand shall have the right to enforce Sections 14A 141 14 33 and 16.2 above 17•12 Entire Agreement: Amendment: Successors: survival or Obligations. This Lease contains all of ilia agreements and understandings relating to die loosing orthe Premises and die obligations orLtmdlord and Tenant to connection with such leasing. Landlord has not made, and Tenant is not relying upon, any warranties, or representations, promises nr statements made by landlord or any agent or Landlord, except those expressly set forth herein. This Lease supersedes tiny and all prior agreements and undersmndings between Landlord and Tenant and alone expresses die agreement of the parties. This Lease shall not be amended, changed or modil➢ed in any way unless in writing executed by Landlord and Tenant. landlord shall not have waived or released uny or its rights hereunder unless in writing and executed by the Landlord. Except as expressly provided herein, tits Leuse and the obligations of Landlord mid Tenunt contained herein shall bind or inure to the benefit of Landlord and Tenant and their respective successors and assigns, provided this clause shall not permit an} Transfer by Tenant contrary to the previsions of A icle j1. Any obligations ol'Tmhant accruing prior to the expiration orthls Lease shall survive the termination orthis Lease, and Tenant shall promptly perform all such obligations whether or not this Lease has expired. 17.13 Prohibition Aealnst Recording• Neither this Lease nor any memorandum. nDidavit or other writing with respect thereto shelf be recorded by Tenant or by anyone acting through, under or on behall'of Tenons. $010 Ckle Center Dr— Clpr ajSwitu Ann Leave -17- 17.14 CunlidenIIaIity. Tenant agrees that: (a) the temps and provisions or this Lease are subject to the temms c f the California Public Records Act and Freedom of Information Act 17.15 No Offer to Lease. The submission orthis 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 and (c) all conditions to the effectiveness of this Lease are satisfied (or waived by the applicable party); provided, however, that, upon execution of this Lease by Tenant and delivery to Landlord, such execution and delivery by Tenant shall, in consideration of the time and expense incurred by Landlord in reviemadng this Lease and Tenant's credit, constitute an offer by Tenant to Lease the Premises upon the terms and conditions set forth herein (which offer to Lease shall be irrevocable for twenty (20) business days following die date of delivery). 17.16 Authorit . If Tenant signs as a corporation, partnership, limited liability company or other similar entity, each of the persons executing this Lease on behalfof Tenanl 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 orcaulimila, that Tenant has fill tight and authority to enter into this Lease, and that each of both of the persons signing on behalf of Tenant are authorized to do so. Upon Landlord's request, Tenant shall provide Landlord with evidence reasonably satisfactory to Landlord confirming the foregoing covenants and warranties. The person executing this Lease on behalf of Landlord hereby covenants and warrants that Landlord has full right and authority to enter into this Lease and that the person signing on behalf of Landlord is authorized to do so. 17.17 Countetnrartst Facsimile Erceution. This Lease may be executed In counterparts each of which shall be deemed as an original, but all of which taken together shall constitute one and the same document. Each of the parties hereto agree that the delivery of an executed copy or counterpart oFthls Lease by facsimile or email shall be legal and binding and shall have the same full force and effect as if an original executed copy or counterpart of this Lease had been delivered. lSigunrures Appear on Nest Pagel 301 {i'Or1c Cennr Dr—C1& afSawa Arm Lease • I $• IN WITN I -SS WI III RGOP. this Lease is hereby executed as orlhe EMetive Date. LANDLORD: TIiNAN1': CP SANTANA, LLC, TILL CITY OF SANTA ANA, a Delaware lintite 0 ), a Municipal corporation. By: Y Name: Andrew Osborne Name: Cynthia 1. Kurtz Title: Authorized S gD2 apr Title: Interim City Manager ATTGST; ��' By: Name: Marla Hulzar Title: Clerk.of the Council Effective Date: .2017 APPROVED AS TO FORM: Sonia R. Cmvalho, City Attorney Lisa Storek, Asst. City Attorney RECOMMEND APPROVAL: •,!-z. Robert M.$urS de, Interim Executive Director Conimunity, Development Agency 801 Loose .I9- EXHIBIT B NOTICE OF LEASE TERM DATES To: City of Santa Ana 801 W. Civic Center, Suite 200 Santa Ana, CA 92701 Attu; Deborah Sanchez A-2017-264-02 Re: Office Lease dated October 7, 2017 (the "Leese") between CF SANTANA, LLC, a Delaware limited liability company ("Landlord"), and the City of Santa Ana, a chatter city and municipal corporation ("Tenant") concerning Suite 200 on Door 2 of the office building located at 801 West Civic Center, Santa Ana, California. Deborah Sanchez: In accordance with the Lease, we wish to advise you mid/or confirm as follows: 1. The Premises are substantially completed, and the Term shall commence on or has commenced on June 11, 2015 for a term of sixty (60) months ending on Jun 30, 2023. 2. Base Rent commenced to accrue on June I I, 2018 in the amount of $42,506.20 per month and as more particularly set forth hi Ran 4 of the Basic Lease Provisions of the Lease. 31 If the Commencement Date Is other than the first day of the month, the first billing will contain a pro rate adjustment. Each billing thereafter, with the exception of the final billing, shall be for the full amount of the monthly installment as provided for In the Lease. 4. Your rent checks should be made payable to CF SANTANA. LLC, 2101 Roscerans Avenue, Suite 3270, El Segundo, CA 90245 Attn: Ken Quach, Accounting Manager. 51 The Premise contains 19,321 RSP. 6. Tenant's Proportionate Share is 15.561%. LANDLORD: CF Santana, LLC, mt r "R,SS}*compa y, — Name: AlT{1r W C 3b0rAQ-- Title: Autharized Signatory TENANT: THE CITY OF SANTA ANA, a Municipal corporation By Print Name; Raul Oodimzv Title: City Manager �s 7OVT AS TO FORM Maria D. Hufzar 11 Clerk of the Council City Altai may 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 die 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 die structural, mechanical, electrical, plumbing, HVAG life safety, and sprinkler work relating to the Tenant Improvements for the Premises. 1.2 Final Space Plans Space Plan ningAllowance . A copy orthe final space plan (and pricing plan) for all Tenant Improvements in the initial Premises ("Final Space Plan') Is attached hereto as Schedule "C-I". 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 $2,898.15 (i.e., $6.15 per RSF In die 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. 13 Final Worldri! Drawings. Based upon the Final Space Plan, Landlord shell cause die Architect and the Engineers to complete and deliver to Tenant for Tenant's reasonable approval two (2) copies of complete fully coordinated architectural and (to the extent required) structural, mechanical, electrical and plumbing working drawings and specifications for the Tenant Improvements in a form which is sufficiently complete to allow all subcontractors to bid on the work shown therein and to obtain all applicable Permits therefor, if any (defined below) (collectively, the "Final Working Drawings"). Tenant shall, within live (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 die same to Landlord showing revisions required to eliminate such Design Problem (or Design Problems). If Tenant fails to notify Landlord within five (5) business days after its receipt of the Final Working Drawings dial 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 disapproves the Final Working Drawings because they contain one or more Design Problems, then 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 die Premises are ultimately approved (or deemed approved) by Tenant (as so approved, die "Approved Working Drawings"). The Approved Working Drawings, as modified by any Changes (defined below) approved by Landlord, and all parrs or components thereof are sometimes referred to herein as the "Construction Drawings". 1.4 Changes in the Final Space Plan and Annroved Working Drawings. No Changes (defined below) may be made by Tenant without the prior written consent of Landlord (in accordance with Section 1.5.1below); 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 or 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 die 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, modilcations or afterations that are required in order to eliminate a Design Problem. 1.5 Landlord's Review. 1.5.1 Any approval or consent of Landlord hereunder with respect to any portion or component of the Construction Drawings or the Tenant Improvements shall be granted or withheld on die basis of such standards as Landlord shall establish in good faith from time to time. Landlord has established (or may establish in die future) Building Standards for die components to be used in the constmcton of the Tenant Improvements in the Premises ("Building Standards"). The quality of all Tenant Improvements shall be equal to or or greater quality than the quality specifications of the Building Standards; provided, however that Landlord may, at Landlord's option, require die 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 tcrth in this Work Letter, shall be solely for the purpose of protecting Landlord's interests hereunder, and shall not imply Landlord's review of the sonic, or obligate Landlord to review the same, for quality, design, Code compliance or other like matters, for the benelit or Tenant or any other party, and Landlord shall not be responsible for any omissions or errors contained in any such items. SECTION 2 COST' OF THE TENANT I N PROV EM ENTS 2,1 Allocn000 orf'osls• Allowance Amounh Tenant lmnrovement fasts. 2.1.1 Subject to the provisions of this Work Letter. Landlord hereby grants Tenant liter the Tenant Inhpruvemem Costs (defined below) un nmmat (the "Allowance Amount") equal to $772,840.00 (i.e.. 540.00 per RSF in the Initial Premises). Tenant shall hear all .101 TfTh9e Censer Dr—C1p• n%Ssaae Aart Lease I Exhibit C Tenant Improvement Costs (defined below) (and all outer 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") iu accordance with the provisions of this Work Letter. Landlord shall have no obligation hereunder to make any payments or disbursements, or to incur any obligation to make any payment or disbursement in connection with the design and construction of the Tenant Improvements, in a total amount which exceeds die Allowance Amount. In any event, at all limes Tenant shall pay and satisfy in full on a timely basis all obligations for payment incurred by Tenant in connection with the design and construction of the Tenant Improvements. "Landlord's Architect' means the qualified licensed architect designated by Landlord from lime to tine as Landlord's Architect. 2.1.2 "Tenant Improvement Costs" means die following: (i) the fees of the Architect and the Engineers In excess of the Space Planning Allowance; (ii) Landlord's customary supervision fee (the "Supervision Fee") in an amount equal to three percent (3%) of the total Tenant Improvement Costs (excluding die Supervision Fee); (III) all fees and costs incurred by, and the cost of documents and materials supplied by, Landlord and Landlord's consultants in connection with the preparation and review of the Constriction Drawings; (iv) the cost of any changes or modifications In or to the Common Areas or Base Building when such Changes are required in connection with die Tenant Improvements (which shall include, without (imitation, any modifications or alterations to the path of travel from/to public transportation and public rights -of -way, parking and restroom areas, that are required to cause the same to comply with any applicable Codes); (v) the cost of any Changes to the Construction Drawings or the Tenant Improvements required by Code; (vi) all costs of (or relating to) construction of the Tenant Improvements (without regard to the amount of tie Bid Estimate or Landlord's estimate of total Tenant Improvement Costs), including, without limitation, testing and inspection costs, trash iemoval costs, parking fees, after-liours utilities usage, and contractors' fees and general conditions; (vil) the cost of cable and other telecommunications lines installed as part of the Tenant Improvements, but specifically excluding any costs in connection with the installation of Tenant's telephone service (which shall be separately installed by Tenant's Agents); (vl(i) plan check, permit fees, license fees, Title 24 fees and use taxes; and ((x) the castor installing Building Standard window coverings; and (x) the costs of the tenant demising walls and public corridor walls and materials to be installed on the second Floor relating to the drywall and any finishes and hardware on die Premises side of such walls as designated by Landlord, 2.2 Payment of Excess Tenant Improvement Costs by Tenant. Prior to commencement of performance of the Tenant Improvements and not later than thirty (30) business days following Landlord's written request therefor, Tenant shall pay to Landlord in cash the entire Estimated Excess Tenant Improvement Cost (defined in Section 3.2.1 below), If at any time during die course of performance of the Tenant Improvements, Landlord in good fa(dt determines that the Excess Tenant Improvement Costs to be incurred in connection with perfomiance of the Tenant Improvements will exceed the amount of any amounts ("Deposits") previously deposited by Tenant with Landlord pursuant to this algaM 21 then not later than three (3) business days following Landlord's written request therefore, Tenant shall pay to Landlord in cash the amount of such excess. Any fidlure by Tenant to pay to Landlord any amount required to be paid to Landlord under this Section 2.2 (or under Section 2.3.2 below) within the time periods specified above shall be treated as failure to pay Rent when the same is due under the Lease, and notwithstanding anything in this Work Letter or the Lease to Elie contrary, (a) Landlord shall have the rigid to require the Contractor (defined below) to discontinue its performance of the Tenant Improvements until such time as Tenant complies with the requirements of this Section 2,2 (b) any delays associated with any such discontinuance shall be deemed Tenant Delays (and shall not, in any case, constitute Landlord Delays) and (c) Landlord shall not be liable to Tenant for any additional costs, lost profits, lost economic opportunities or any form of consequential damage which may result from any such discontinuance by Landlord under this Section 2,2. 2.3 Disbursement: Reconciliation of Costs, Landlord shall have the right to disburse the Allowance Amount together with all Deposits previously made by Tenant (collectively, the "Tenant Credit Amount") for such Tenant Improvement Costs and In such order as Landlord shall determine. Following final completion of the Tenant Improvements, Landlord shall reconcile (die M Cost Reconciliation") the total Tenant Improvement Costs incurred or disbursed by Landlord hereunder with the Tenant Credit Amount. 2.3,1 If the TI Cost Reconciliation indicates that the total Tenant Improvement Costs incurred or disbursed by Landlord hereunder exceed the Tenant Credit Amount, Tenant shall pay in cash to Landlord, the amount of the excess within three (3) business days of Landlord's written request therefor. 2.3.2 If the TI Cost Reconciliation indicates that the Tenant Credit Amount exceeds die total Tenant Improvement Costs incurred or disbursed by Landlord hereunder, then: (a) to the extent of any Deposits made by Tenant, Landlord shall promptly return (or at Landlord's election, credit against Tenant's obligations to pay Rent next coming due) the amount of such excess Deposits to Tenant, and (b) to the extent that the TI Cost Reconciliation indicates that Allowance Amount exceeds the total Tenant Improvement Costs incurred or disbursed by Landlord hereunder (any such excess the "Unapplied Allowance Amount"). then Tenant shall have the right, exercisable on or before the first (10) anniversary of the Commencement Date to deliver a Disbursement Request (together with all of die other Items described in Section 23.1 above) requesting: (i) disbursement of funds from the Unapplied Allowance Amount Ibr (a) Tenant Improvement Costs paid directly by Tenant; (ii) disbursement of up to S193,210.00 (i.e., $10.00 per RSF in the Initial Premises) dram the Unapplied Allowance Amount for FF&E Costs (defined below) incurred by Tenant; aid/or (iii) disbursement of up to 9d$,40s.0 (i.e., 53.00 per RSF in the Initial Premises) from the Unapplied Allowance Amount for Cabling & Moving Costs (defined balow) Incurred by Tenant; provided that, for the avoidance of doubt, Landlord shall have no obligatioti under this Section 2.3.2 or otherwise to: (A) disburse any amount In excess of the Unapplied Allowance Amount, (B) disburse more than the amount specified in clause (H) above fir FF&E Costs. (C) disburse more than the amount specified in clause (III) above for Cabling and Moving Costs, (D) disburse any funds from the Unapplied Allowance Amount for which Tenant first requests disbursement on or alter the first anniversary of the Commencement Date. '°FF&E Costs" means costs incurred by'1'ennu for Ihrnimrre, Itxtures and equipment and cabling for the Premises, and "Cabling & Moving Costs" means costs incurred by Tenant fin -cabling installed in the Premises and or for'I'enant's move into the Promises. 2.3.3 Notwithstanding anything to the contrary in this Work Letter (or in any other provisions ul' this Lease), it the Allowance Amount exceeds the total Tenant Improvement Costs incurred or disbursed by Landlord hereunder plus any amounts disbursed to Tenant under Section 2.3.2 above, Tenant shall not be entitled to tiny credit against or abatement of Rent. 301 R'CMrCenter Dr—C1or oJSaatadan Lease i Exhibit SECTION3 CONSTRUCTION: DELIVERY OF PREMIS S• SUBSTANTIAL COMPLETION PUNCH LIST ITEMS 3.1 Permits. Landlord will cause Landlord's Architect and Ore 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") ((Pally) necessary or required (in Landlord's good faith discretion) for the Contractor to commence, perform and fully complete the construction of the Tenant improvements. Neither Landlord nor any Landlord Party shall have any obligation or liability to Tenant if any Penadt (including, without limitation, any building permit, cerdficate oroccupancy, or equivalent) is not timely or otherwise Issued. 3.2 Landlord's Selection and Retention of the Contractor. 3.2.1 Landlord shall submit the Construction Drawings for the Premises on a fixed contract amount (or GMAX) basis to a general contractor selected by Landlord (the "Contractor"), which Contractor shall be independently retained by Landlord (pursuant to such construction contract form as Landlord shall in good 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/lifesafety, HVAC, structural and electrical work. 3.2.2 Landlord reserves tile 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 nonperfbmiance or any misconduct of any Contractor (or any subcontractor thereof) for any reason, 3.2.3 If the Tenant Improvements shall constitute "public works: pursuant to Labor Code §1720.2. the following shall apply: (a) Landlord shall require the Contractor to comply with (and to cause its subcontractors to comply with) prevailing wage requirements and be subject to restrictions and penalties in accordance with §1770 et seq, of the Labor Code which requires prevailing wages be paid to appropriate work 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: http:/lwww.dircagov/dfsr/statistics researchhiml (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§1776 of the Labor Code. (d) Landlord shall require the Contractor to (and to cause its subcontractors to Lessor/contractor to) make travel and subsistence payments to workers needed for performance of work in accordance with the Labor Code. (a) Prior to commencement of work, Landlord shall require the Contractor to contact the 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• Substantial Comnlctiom Punch List Items. 3.3.1 Delivery' of Premises, Landlord shall deliver die Premises to Tenant upon Substantial Completion of the Tenant Improvements. 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, tinder Section 2.1 of the Lease), Landlord shall have no duty or obligation to improve, or pay for any improvement for, the Premises or any portion thereof and Tenant shall accept the some in its Tenant shall accept the Premises in its, then existing condition on the Delivery Date, "AS -IS". "WITH ALL FAULTS % 3.3.2 Substantial Completion. For purposes of this Lease, "Substantial Completion" shall occur upon (and the Premises shall be "Substantially Complete" upon) the substantial completion of construction of the Tenant Improvements pursuant to the Approved Working Drawings, as evidenced by a "signoll" on the building permit card by on inspector of the applicable governmental authority (typically the city in . which the Building is located), with die exception of any Punch List Items (defined below) aid any tenant fixtures, workstations, buiit-in furniture, arequipment to be installed by Tenant or under tie supervision orCont actor. 3.3.3 Punch List hems. Alter the Substantial Completion by Landlord of the Tenant Improvements. representatives or Landlord, Tenant and the Contractor shall completely inspect the Premises and complete a list (die "Punch List") of all Punch List Items (defined below). Authorized representatives orLendlord. Tenant and the Contractor shall execute said Punch List to indicate their approval thereof Landlord shall cause the Contractor to complete all Punch List Items described oil the Porich List as soon Out reasonably possible Following the approval orsuch Punch List. As used herein, "Punch List l[emv" means all items of construction which entail one or more details of construction. decoration. mechanical adjustment or installation That du not materially and adversely affect the use and occupancy of any portion oFthe Premises for the normal conduct orTenant's business. al! WCh ie Ceruer Ur- 0l, ofSamtre Ana Lrnre 3 lixhihn C 3.3.4 Ass ligament of Warrim lies. Effective upon completion of the Tenant Improvements, Landlord shall assign to Tenant All warranties and guaranties by Contractor relating to the Tenant Improvements, and Tenant shall waive (and hereby waives) all claims Against Landlord relating to, or arising out of the construction of, the Tenant Improvements. ION 4 TIMEt DELAYS 4.1 Time. 4.1.1 Time of the Essence In This Work Letter. Unless otherwise indicated, all references herein to a "number of days" shall incan and refer to calendar days. In all instances where Tenant Is required to approve or deliver an item, if no written notice of approval is given or the item is not delivered within the stated time period, at Landlord's sole option, at the and of such period the item shall automatically be deemed approved or delivered by Tenant and the next succeeding time period shall continence. Except where specific time periods are specified herein, all references to a "reasonable period" contained in this Work Letter shall mean a reasonable amount of time to respond to the request or submission in question, taking into consideration all of the circumstances reasonably related to the amount of time required, assuming reasonable diligence; provided, however, in no case shall such period ever be less than five (5) business days. 4.1.2 Time Deadlines. Tenant shall use its best, good faith, efforts and all due diligence to cooperate with Landlord, Landlord's Architect and the Contractor to complete all phases of the Construction Drawings and the permitting process and to receive the Permits, and to achieve Substantial Completion as soon as possible, and, in that regard, shall meet with Landlord on a scheduled basis to be determined by Landlord. to discuss Landlord's progress in connection with the some, 4.2 Man s 4.2.1 Tenant DAlava. A'Tenant Delay" means any delay as a direct, indirect, partial, or total result of any actor omission or Tenant or any of Tenant's Agents, including, without limitation, any of the following; (a) Tenant's failure to timely approve any matter requiring Tenant's approval hereunder, (b) any breach by Tenant of the provisions of this Work Letter or of the Lease; (c) any Changes requested by Tenant; (d) any requirement of Tenant for materials, components, finishes or improvements which arc not available within A commercially reasonable period, or which are different from, or not included in, the Building Standards; (e) changes to the Base Building and/or Building Systems required by the Final Space Plan, the Approved Working Drawings (or Any Changes); (0 any unreasonable interference by Tenant or any of Tenant's Agents with the performance of the Tenant Improvements; or (g) any other event specified to this Work Letter to be a Tenant Delay. 4.2.2 Landlord Delays. A "Landlord Delay" means an actual delay as a result of any of the following: (a) Landlord's failure (for any reason other than a Tenant Delay or a Force Majeure Delay) to approve Any matter requiring Landlord's approval under this Work Letter within the time period therefor set forth in this Work Letter, (b) material and unreasonable interference by Landlord or of any of Landlord's employees, contractors or agents (except as odherwise allowed under this Work Letter) with Tenant's performance of any of its obligations tinder this Work Letter; or (c) any other failure by Landlord, which pursuant to the terns of this Work Letter is deemed a Landlord Delay. Notwithstanding any provision of this Work Letter to the contrary, in the event that Tenant claims dial it has suffered a Landlord Delay, Tenant shall, as a condition of the effectiveness of the claimed Landlord Delay, within three (3) days of its discovery of the claimed Landlord Delay, nodry Landlord in writing of the existence orthe claimed Landlord Delay and the probable estimated duration of such claimed landlord Delay. 4.2.3 Force Mnicure Delays. A "Force Majeure Delay" means any: (a) actual delay attributable to any strike, lockout or other labor or industrial disturbance (whedier or not on the part of the employees of either partyhcreto) other than any such disturbance caused by or related to any default or activities ofTenam or any Tenant's Agents (if claimed by Tenant) or of Landlord or any of Landlord's agents, employees or contractors (if claimed by Landlord), (b) actual delay caused by any civil disturbance, net of the public enemy, war, terrorism, riot, sabotage, blockade, or enibergo, (c) actual delay Attributable to lightning, earthquake, fire, storm, hurricane, tornado, Rood, washout or explosion, or (d) actual delay caused by governmental delay in tie issuance of the Permits not due to the fatdl or negligence of Tenant or any Tenant's Agents (if claimed by 'tenant) or gross negligence or willful misconduct of Landlord (if claimed by Landlord), or (e) any delay due to any other similar cause beyond the reasonable control of the party from whom performance is required, and beyond the reasonable control of"its contractors and representatives (including, without limitation, in the case of Tenant, the Tenant's Agents). Notwithstanding any provision of this Work Letter to the contrary, in the event that Any party claims that it has suffered a Force Majeure Delay, such party shall, as a condition of die effectiveness of such Force Majeure Delay, within three (3) days of discovery of the source of such delay, notify the other party hereto in writing orthe existence of such Force Majeum Delay. dic nature orthe steps being taken by such party to minimize such delay and the probable estimated duration orsuch Force Majeure Delay. SECTION 5 GENERAL PROVISIONS 5.1 Representatives. 'Tenant has designated DEBORAH SANC14VZ.. ECONOMIC DEVELOPMENT SPECIALIST III As its sole representative with respect to the matters set forth in this Woik Letter, who, until further notice to Landlord, shall have full authority and responsibility to Oct on hchall'of the Tenant as required in this Work Letter. Landlord has designated Ted Dischak as Its sole representative with respect to the matters set froth in this Work Letter who, until further notice to Tenant, shall have fill authority and responsibility to act on behalt'or the Landlord as required in this Work Letter 5.2 Tenant's Entry Into the Premises Prior to Substantial Comnietih n. Provided that Tenant and Tenant's Agents do not interrere in any respect with Contractur's work (or pea fomimrce orthe Tenant Improvements) in the Building and the Premises. landlord shall nlluw Tenant reasonable access to die Premises at least thirty (30) days prior to (lie Substantial Completion for the ptulrnae or Tenant installing liver 801 WOrie Center Dr —City nJ'Snum Ann Lease 4 Exhibit C slandurd 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 5.2 Tenant shall submit a schedule to Landlord and Contractor, for their approval, which schedule shall detail the timing and purpose of Tenant's entry and the particular Tenant's Agents involved, and a copy or any governmental permit$ and approvals required in connection therewith. Tenant shall indemnify, protect, defend and hold Landlord harmless from and against any Claims resulting in any way from any such entry. 5.3 Tenant's Agents and Construction Matters. Tenant's Architect, the Engineers (If any) and all subcontractors, laborers, materialmen, and suppliers retained directly by Tenant (collectively, "Tenants' Agents") shall conduct their activities in and around the Premises, Building and the Project in a harmonious relationship with all other subcontractors, laborers, materialmen and suppliers at the Premises, Building and Project and, if required by Landlord, all subcontractors, laborers, materialmen, and suppliers retained directly by Tenant shall all be union labor In compliance with the master labor agreements existing between trade unions and the Southern Celifomia Chapter or 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 from Landlord, eliminate of record and satisfy in full all mechanics liens, stop notices as similar liens or encumbrances on the Building asserted or filed by any Tenant's Agent, (c) prior to any entry into the Building by Tenant or any Tenant's Agent, evidence, in 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 front any Claims, Damages and Costs asserted against or Incurred by Landlord in connection with the Construction Drawings, any act or omission of any Tenant's Agent, or in connection with Tenant's non-payment of any amount arising out of the design or construction of the Tenant Improvements. Tenant shall comply in full (and shall cause each of its Tenant's Agents to comply in full) with such construction rules and regulations as Landlord shall adopt from time to time. 5.4 Tennnl'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 the Substantial Completion, then: (a) in addition to all other rights and remedies granted to Landlord pursuant to die Lease, Landlord may cause Contractor to cease the construction or 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 from any such work stoppage shall be Tenant Improvement Costs), and (b) all other obligations of Landlord under the terms of this Wort Letter shall be suspended until such time as such default is cured pursuant to the terms of the Lease. 801 IVChde Center Dr— CIO! ofSunra Arm Leave S Exhibit C t L ail. M. till ims 104 to., q I null low lot MATO 15 N 110 O IN I f lei loll! :07", - I I — i ju !.V-- MV • jfliFli 1p lint Q mm, 1�i wi A MON Hill i pV tl MY! mill N SCIIEDULE "C-2" INSIIRANCCs REQUIREMENTS General Coverages. All orTenant'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 am required to be carried by Tenant as set forth in Article I 1 of the Lease. Special Coverages. The Tenant Improvements shall be Insured by Tenant pursuant to Article 11 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 law, and in Ibrm and with companies as are required to be carried by Tenant as set forth in Article II of the Lease. General Terms. Certificates for all insurance carried pursuant to this Schedule "C-2" shall be delivered to Landlord before any entry into the Project by Tenant or any Tenant's Agent. All such policies of insurance must contain a provision that the company writing said policy will give Landlord thirty (30) days prior written notice of any cancellation or lapse of the effective date or any reduction in the amounts orsuch insurance. In the event that lie Tenant Improvements are damaged by any Tenant's Agents during the course of the construction thereof, Tenant shall Immediately repair the same at Tenant's sole cost and expense. Tenant's Agents shall maintain all of the foregoing insurance coverage in force until the Tenant Improvements ore fully completed and accepted by Landlord. All policies carried under this Schedule "C.2" shall Insure Landlord and Tenant, as their interests may appear, as well as Contractor and Tenant's Agents. All insurance, except Workers' Compensation, maintained by Tenant's Agents shall preclude subrogation claims by the insurer against anyone insured thereunder. Such insurance shall provide that it is primary insurance as respects the Landlord and that any other insurance maintained by Landlord is excess and noncontributing with the insurance required hereunder. The requirements of the foregoing insurance shall not derogate from the provisions for indemnification of Landlord by Tenant contained In this Work Letter. 801Genie I SchedWe G2 EXHIBIT"B" RULES AND REGULATIONS Tenant shall faithfully observe and comply with the following Rules and Regulations (including, but not limited to the General Rules, the Parking Rules and the Rules of the Site (Contractor's Work)). Landlord reserves the right at any time to change or rescind any one or more of these Rules and Regulations, or to make such other and farther reasonable Rules and Regulations as in Landlord's judgment may from time to time be necessary far the management, surely, can and cleanliness of Ilse Premises and the Project, and for the preservation of good order therein, as well as for the convenience of other occupants and tenants Ihemin. Landlord shall not be responsible to Tenant for the nonperformance of any of said Rules and Regulations by or otherwise with respect to Ole acts or omissions orally other tenants or occupants of the Project. Landlord may waive any one or more of these Rules and Regulations for the benefit of any particular tenants, but no such waiver by Landlord shall be construed as a waiver of such Rules and Regulations in favor orally other to iont, nor prevent Landlord fiom thereafter enforcing any such Rules or Regulations against any or all tenants of Ole 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. [tithe case of 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 odder projection shall be attached to the outside walls of the Project without Landlord's prior written consent. 1. 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, not, shall any bottles, parcels or other articles be placed an the windowsills. Neither the interior nor the exterior of any windows shall be coated or otherwise sunscreened without Landlord's prior written consent. If Tenant desires window curtains, tie saute 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 the outside of, its Premises. III the event of Tenant's violation of the foregoing, Landlord may remove de sane 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 asize, color and style acceptable to Landlord, S. The bulletin board or directory of the Project will be provided exclusively for the display of the name and location of Tenant only; and Landlord reserves the right to exclude any other names therefrom, and each and every name In addition to the name ufTenant placed upon such bulletin board or directory, shall be subject to Landlord's prior written consent (and if approved by Landlord, all costs therefor shall be paid by tenants). Any such listings or representations, once installed, shall be subject to relocation or removal upon Landlord's written request for any reason (except that any such relocations or removals at Landlord's request, unless such request is based upon Tenant's breach of the Lease shall be paid for by Landlord), and Tenant shall pay for the removal of any such listings or representations upon its departure from its Premises. 6. All doors opening onto public corridors shall be kept closed, except when being used for ingress and egress. 7. Tenant shall not mark, paint, drill or bare Into, cut or string wires in, lay linoleum or other floor coverings, in, or in any way deface any part of its Premises or the Project, except with Landlord's prior written consent mid as Landlord may direct. 8. All keys shall be obtained from Landlord. No additional locks or bolts crony kind shall be placed upon any of the doors or windows by Tenant, nor shall any changes be made in existing locks or tire mechanisms thereof. Tenant must, upon the termination of its tenancy, give to Landlord all keys pertaining to tie Premises and the Project, and in the event of the loss of any keys so furnished, Tenant shall pay Landlord the cost oFreplacing same or changing the luck or locks opened by such lost key(s) if Landlonl shall deem it necessary to looks such change. 9. No window or other air conditioning or healing units or other similar apparatus shall be installed or used by Tenant without Landlord's prior written consent, 10. The water and wash closets and other plumbing fixtures shall not be used for any purpose otter than Nose for which they were constructed and no sweepings, rubbish, rugs or other substances shall be thrown therein. Tenant agrees to prevent the overflow or release of water from bathrooms or kitchens. including but not limited to toilets, sinks, kitchen appliances, and other Avatar receptacles. All carriages resulting Iran, ally misuse of the fixtures by, or overflow or release or water caused by, Tenant or its servants, employees, agents. visitors or licensees shall be burn by Tenant. Tenant shall: (a) clean and dry visible moisture on Avindows, walls, and other surfaces, including personal property as soon as possible. (b) regularly clean and sanitize kitchens and other surfaces where water, moisture condensation. and mold can collect shall he regularly cleaned and sanitized and (a) limit the watering of any Indoor plants. Tenant shall not obstruct or impede fresh air supply to furnace, sir conditioner or heater ducts. or regular air flow and circulation throughout premises. Tenant shall report any of the killowbhg to Landlord within forty-eight (48) hours oiler Tenant first becomes aware or rim saute: (I) nonworking ran, heater, air conditioner or ventilation systems; (ii) plumbing leaks. drips. sweating pipes. and/or wet spots: (III) overflows 0rom bathroom, kitchen, nr other facilities. including. $01 NChir Center Dr- Clear afSrnurAna Loire .l- ENNUI D but not limited to, tubs, showers, shower enclosures, toilets, sinks, kitchen appliances, or other receptacles of water, especially in cases where die overflow may have permeated walls, floors, ceilings or fixtures; (Iv) water intrusion into the Premises of any kind; (v) any mold or black or brown spoils 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 Ilion Saturdays, Sundays and holidays (no moving being permitted on Saturdays, Sundays or holidays without special permission) and must be made upon the previous written notice to Landlord 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 saPos or other heavy or bulky equipment or articles to be brought into the Project and to exclude from the Project all such heavy or bulky equipment or articles, the weight of which may exceed the floor load for which die Project is designed, or such equipment or articles as may violate any of the provisions of die Lease. Tenant shall not use any machinery or other bulky articles in the Premises, even though its installation may have been permitted, which may cause any noise, orjar, or tremor to the floors or walks, or which by its weight might cause injury to the floor of the Project. 13. Neither Tenant nor its servants, employees, agents, visitors or licensees shall at any time bring or keep upon the Premises any flammable, combustible or explosive fluid, chemical or substance, except for a reasonable quantity of such material reasonably necessary for the conduct of Tenant's business. 14. The Premises shall not be used for manufacturing or for the storage of merchandise except as such storage may be incidental to the Tenant's use of the Premises for the Permitted Use, Tenant shall not, without Landlord's prior written consent, occupy or permit any portion of the Promises to be occupied or used for the manufacture or sale of liquor or tobacco in any form, or as a barber or manicure shop. The Premises shall not be used for lodging or sleeping or for any immoral or Illegal purposes. 15. Tenant shall not make, or permit to be made, any unseemly or disturbing noises, or disturb or interfere with occupants of the Project or neighboring buildings or premises or those (raving business with it by the use of any musical instrument, radio, phonographs or unusual noise, or in any other way. Neither Tenant nor its servants, employees, agents, visitors or licensees shall throw anything out of doors, windows or skylights or down passageways or common corridors, 16. No bicycles, vehicles or animals of any kind shall be brought into or kept In or about the Premises, and no cooking shall be done or permitted by in the Premises, except that the preparation of c ffee, tea, hot chocolate and similar items for Tenant, its employees and visitors shall be permitted provided such activities do not otherwise violate die Lease. Tenant shall not cause or permit any unusual or objectionable odors to be produced in or emanate.from the Premises. 17. There shall not be used in any space, or in the elevators, common corridors or public halls of the building, any hand trucks except those equipped with rubber tires and side guards. 18, No vending or coin operated machines shall be placed by Tenant within the Premises without Landlord's prior written consent. 19• No person shall be employed by Tenant to do janitorial, maintenance, construction or similar work in any part of die Project without Landlord's prior written consent. Any person employed by Tenant to do janitorial, maintenance or similar work with Landlord's consent shall, while in the Project, be subject to and under die control and direction of Landlord or its agent or representative (but not as an ogent or servant of Landlord) and Tenant shall be responsible for all acts of such persons. 20. Landlord shall have die right to prohibit any advertising by Tenant which, In Landlord's opinion, lends to impair the reputation of the Project or its desirability as an office building, and upon written notice from landlord, Tenant shall refrain from or discontinue such advertising. 21. Canvassing, soliciting and peddling are not permitted in the Project, and Tenant shall cooperate to prevent same. 22, Landlord reserves the right to control access to the Project by all persons after reasonable hours orgenerally recognized business days and at all hours on Sundays mid legal holidays. Tenant shall be responsible for all persons for whom it requests after-hours access, and shall be liable to Landlord for all acts and omissions of such persons. Landlord assumes no responsibility and shall not be liable for any damage resulting from the admission of any unauthorized person to the Project. 23. Landlord reserves the right to exclude or expel from the Project any person who, in the judgment or Landlord, is intoxicated or under the Influence orliquor or drugs, or who shall in any manner do any act in violation of these Rules and Regulations. 24. Tenant shall not suffer or permit smoking or carrying or lighted cigar or cigarettes in areas reasonably designated by Landlord or by applicable governmental agencies as nonsmoking areas. 25. Tenant shall comply with all surety, fire protection and evacuation regulations established by Landlord or any applicublc governmental agency. 20. Tenant assumes all risks from theft or vandalism and agrees to keep die Prenhises locked as may be required. it. PARKING RULES. 31Y n'Chir Comer Dr—Gip•ojSnnln.iun Lease -2- I vhihll Ii 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) orthe Perking 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. Puking stickers, access cards or identification devices shall be the property or Landlord, and shall be returned to Landlord by the holder thereof upon termination of the holder's parking privileges. Tenant shall pay to Landlord refundablo 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 die right of any such party (that willfully refuses to comply with the applicable rules, regulations, laws and/or agreements) to use die Parking Facilities. 5. Landlord reserves the right to relocate all or a part orthe parking spaces on die 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 properly, all of which risks are assumed by the party using the parking area. S. 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 tie parking structure or common areas of the Project is prohibited. Tenant shall have no right to install any fixtures, equipment or personal property (other than vehicles) in the Parking Facilities, nor shall Tenant make any alteration to 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, laws and agreements (including, without limitation, these Parking Rules). it. Stich 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 perking zones. 13. Tenant shall, upon request of Landlord from time to time, Nmish 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 pasted, in no event shall the speed limit of five (5) miles per hour be exceeded. All vehicles shall be parked entirely within pointed stalls, and no vehicles shall be parked in areas which are posted or marked as "no parking" or on ramps, driveways and aisles. Only one (1) Permitted Size Vehicle may be parked in a parking space. In no event shall Tenant interfere with the use and enjoyment of the Parking Facilities by other tenants of the Building or their employees or invitees. 15. Should any parking spaces or privileges be allotted by Landlord or Tenant, either on a reserved or unreserved basis, Tenant shall not assign or sublet any of those spaces, either voluntarily or by operation of Irv, without time prior written consent of Landlord, except in connection with an authorized assignment of this Lease or subletting of the Premises. 16. Tenant agrees to notiry its employees and visitors (and its Transferees) of t e requirements of these Parking Rules as the same arc modified from time to time, and assumes responsibility fur compliance by its employees and visitors (and its Transferees, and their employees and visitors) with these Parking Rides as the same are modified front 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, undlor to attach violation stickers or notices to those vehicles, III. RUI.F.SOFTHE SITE (CONTRACfOR'S WORK). The following rules and regulations shall apply to any work perlbrined at Elie Project by or under the direction of"renanl or ally other Tenant Party. Before commencement of oily such work,'I'enunt shall deliver to Landlord a copy of these Rules of the Site (Contractor's Work) executed by die connsctor(s) performing such work. I. The following Rules of' the Site fir Contractor's critic ("Rules of' the Site") shall govern the operation or Contractor and Contractor's subcontractors. The terns "Owner" and "Owner's Representative" are the scone for purpnscs orlhis document load w1icre used, refcr In the Landlord). 301 W Cihic Center Dr —Cie, nf'Snnln.4na Lease .3• L'Onbit D 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 filly executed Indemnity Agreement (To Be Provided by Owner Upon Request), C- Certificale of Insurance in a fort 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 the work to be accomplished, detailed by trade. F- A complete list of all proposed Subcontractors and suppliers. Owner must approve all contractors and subcontractors before commencement of their work. 0- The name and phone number (including emergency phone numbers) ofpersonnel who are authorized to represent the Contractor. 3. No revisions or changes of any kind may be made to the construction plans previously approved by Owner without prior written consent of the Owner. Any proposed revisions or changes must be submitted to Owner in the form of a change order, for Owner's review and approval prior to commencement of such changes, Revisions or changes altering the floor plan, base building systems, or building operations must be submitted, in writing, to the Owner for review and approval prior to commencement of work. d. 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 work or operations. Any work that is in conflict will be rescheduled by the Contractor to such time as approved by Owner. Additionally, Owner shall have no liability for any costs or expenses Incurred by Contractor (or Tenant) in connection with such rescheduling. 5. Contractor and subcontractors shall employ persons and means for the orderly progress of the work without interruption on account of strikes, work stoppages or shi lur• causes of delay. Additionally, Owner shall have no liability for any costs or expenses incurred by Contractor (or Tenant) in connection with such delays. 6. Materials and tool storage will be limited to the areas for which access has been granted. 7. Clean-up and rubbish removal shall be provided by the Contractor at Contractor's expense. Contractor must, on a daily basis, remove all rubbish, surplus and waste material resulting from the performance of his work. At the request of Owner, Contractor shall relocate any materials causing mh obstruction as directed by Owner. Contractor will not be allowed to place a dumpster on site on a continuous basis during construction. Important note: The placement and location ofrubbish dumpsters and bins must be approved in advance by Owner. 8. In general, Owner will interface with Contractor to the extent necessary for work to be completed within the guidelines of project specifications and for the enforcement or building rules and regulations. 9. Contractor wit make arrangements for unloading, trash removal and hoisting after normal working hours due to the local city noise ordinance. (No such activity will be allowed between the hours of 10:00 p.m. to 7:00 a.m.) At no time will the Contractor be given exclusive mserved use of the freight elevator unless applied fur by Contractor mid approved by Owner. Contractor may be afforded access to loading dock space and hoisting facilities for limited use at such time during normal working hours as is prearranged with Owner, or at other times, with the consent of Owner and upon payment of Owner's prevailing fee for after-hours use and access. 10. Contractor will be afforded unloading areas as prearranged with Owner. 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 which adversely impacts use of the Building. it. Contractor (and Tenant) will be responsible fro• the security of its own materials, equipment and work and that of his subcontractors. Contractor will also be responsible for damage caused by Contractor or its subcontractors to the Project, Building mid/or tenant areas, including. but not limited to the loading dock and indoor and outdoor public areas, freight elevators, etc. Any such damages will be promptly repaired to the Owner's satisfaction at sole cost of Contractor. 12. Contractor will comply with all applicable codes, laws and regulations pertaining to the work of CuntrocWr, including all safety and health regulations. The Contractor shall supply the Owner with a Mosier List of all Hazardous Materials and their Materiul Safety Data sheets (MSDS) upon delivery to the job site. A discussion will then ensue pertaining to the safe storage, handling and use of these materials. as wrll as the Contractors emergency proparedness plan for handling the containment and clean-up of potential Hazardous Material spills. 13. Contractor will not engage in any labor practice that may delay or otherwise Impact die work of Owner or any other conlraetur. Id. No base building systems will be turned oil' or disengaged by Contractor or any subcontractor without prior written approval and supervision by u representative ofOwmar or its agent. Said systems include but are not limited to sprinklers, electrical circuits. air -handling units, smoke hcads and water supply. Building electrical power shw4tiwns are allowed, with the prior written consent of Owner. on Saturdays between 10:00 p.m. anti 5:00 a.m. only, A request for approval shall be made to the Property Manager at least ten 1 Ill) days in advance. 901 W Ch4c Ceruvr Ur—CFo• a%Serart Ana Lepre -J- F:ehillh U 15. Doors to all work areas, Including stairwells and mechanical and electrical closets, will remain closed at all tithe, 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 and material in the Building and rite 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 at dimensions for accessibility with building conditions, and shall be responsible for same. 19. Con tractor shal I not permitted any identifying sign age or advertising within the Projector Building. 19. During construction, Contractor shall maintain supervisory personnel on rite site at all times. Such personnel shall be fully authorized to coordinate, respond for and authorize Contractor's work as necessary so as to enable oil 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 wotik, 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. Contractor will ensure that all stairwells, mechanical rooms, electrical and telephone closets, etc, accessed by Contractor or subcontractors In conjunction with Contractor's work, will be cleaned and free of debris nightly. 22, Public areas ndjacent to premises where Contractor's work is being performed shall remain flee of debris and materials at all times. 23. Contractor shall be responsible for all his actions on site as well as those of its subcontractors, and shall indemnify, defend and hold harmless the Owner and the other Owner Parties from and against any and all claims, losses, or damages, threatened or incurred, arising from the actions or omissions of Contractor or Its subcontractors. 24. If keys are required by contractors, they must be checked out from rite 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 wldamn 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 willt the explicit written permission of the Property Manager, and only on an "Off -Hours" basis. Such work is to be done only under the direct supervision of a competent member or the Contractor start. Any such area is to be promptly repaired and returned to a fully functioning, complete, land 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 ordie Contractor to be fully knowledgeable of [lie Base Building Drawings and Specifications. 27. All Life Safety Systems for the Building are to be maintained, and all of the Tenant's work is to be properly interfaced with mid 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 slants due 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 die Building Manager. 28. When work is perfurmed by Contractor or subcontractor, charges will apply for additional services performed by Owner which may include, but are not necessarily limited to the following: A - overtime or after-hours elevator usage B - utility usage for construction activities beyond standard power and water used in connection with general office uses C - extra and continuous cleanup of elevators and public spaces as required due to construction activity; Contractor to provide the usual protection of existing Improvements, and exercise care and 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 or the project by Tenant, perfimn final cleaning of Contractor's Work. 30, When Contractor takes over an area from the Oivner, before commencing wurk Contractor shall ascertain that the area is in a safe and sanfmry condition, end maintain the Area as necessary (it Its sole cost and expense) in it safe and sanitary condition and to a standard meeting all applicable Imps and regulations, 31. Owner requires job progress meetings. Tim Conductor will attend with a representative authorized to speak and Oct on the Contractor's behalf. Additionally, the Contractor shall notify Hie Owner of scheduled job progress meetings. xnr fvCureCenterDr—C(q ofSouat.4on Leore -5- Exhibit D 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 insurnnce 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) io connection with or as a result of such work stoppage. 36. The Rules orthe 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 parking must be in areas designated by the BuildingManager at the Contractor's expense. Acknowledged and Agreed By: Date: 801 IVCDrr Cmnrmr Dr-Ciq• ofSmwn Aar Loam -6- Gxhibil D EXHIBIT "E„ ADDITIONAL RENT Definitions. I.I "Buse Year" means the calendar year specified in Item 5.1 of the Basic Lease Provisions, 1.2 "Expense Year" means each calendar year in which any portion of the Term of this Lease falls, through and including die calendar year in which the Term orthis Lease expires, 1.3 "Property' faxes" means all real property taxes, assessments, fees, charges, or impositions and other similar governments] or quasi -governmental ad valorem or other charges levied an or attributable to the Project or its ownership, operation or transfer of any and every type, kind, category or nature, whether direct or indirect, general or special, 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) on any interest of 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) (a) on any transit taxes or charges, business or license fees or taxes, annual or periodic license or use fees, park and/or school fees, arts charges, parks charges, housing fund charges; (d) imposed For street, refuse, police, sidewalks, Rrc protection and/or similar services and/or maintenance, whether previously provided without charge or for a different charge, whether provided by governmental agencies or private parties, and whether charged directly or Indirectly through a funding mechanists designed to enhance or augment benefits and/or services provided by governmental or quasi•govemmental agencies; (a) on any possessory taxes charged or levied in lieu of real estate taxes; and (q any costs or expenses incurred or expended by 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 die definition of Property Taxes above or otherwise shall be imposed in lieu of real estate taxes or other ad valorem taxes. 1.4 "Operating Expenses" means all costs, fees, amounts, disbursements and expenses of every kind and nature paid or Incurred by or on behalf or Landlord with respect to any Expense Year in connection with the operation, ownership, maintenance, insurance, restoration, management, replacement or repair of the Project: (a) Premiums for property, casualty, liability, rent interruption, earthquake, flood or other types of insurance carried by Laudlord fiom 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, die Project manager, superintendent, operation and maintenance staff, the Parking Facilities manager, concierge (if any) and other employees of Landlord) Involved in die maintenance and operation of the Building or the Pmject, including contributions and premiums towards fringe benefits, unemployment taxes and insurance, social security taxes, disability and wmdcer's compensation insurance, pension plan contributions and similar premiums and contributions which may be levied on such salaries, wages, compensation and benefits and the total charges of any independent contractors or property managers engaged in the operation, repair, care, maintenance and cleaning of any portion of the Building orte Project. (c) Cleaning expenses, Including without limitation, janitorial services, window cleaning, and garbage and refuse removal. (d) Landscaping and harlscape 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. (1) The cost of maintaining, operating, restoring, renovating, managing, repairing and replacing components orequipment or machinery, including, without (imitation, heating, reftigeration, ventilation, electrical, plumbing, mechanical, elevator, escalator, sprinklers, fire/tife safety, security and energy management systems, including service contracts, maintenance contracts, supplies and parts with respect thereto. (g) The costs orproviding access control services for, and supervision or, the Project. (h) Rental. supplies and other costs with respect to die operation orthe management office rot die Building. (i) All cost and fees fur licenses, certificates, permits and inspections. and die cost Incurred in connection with the implementation of u transportation system management program or similar program. Q) The cost of replacement, repair, acquisition, installation and modification of: (A) enrpating and wall coverings, ceiling systems and fixtures in the Common Ames, and other furnishings in the Common Areas, (B) materials, tools, supplies and equipment purchased by Landlord which are used in the maintenance, operation and repair or the Project, and (C) any other form or hnpmvements, 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 hems") under sound accounting and property management principles consistently applied and datennined by Landlord. in each case the cost of such Capital hens shall he amortized (with interest at the Interest Rate) over the useful Iilc (the "useful Lire") or such Capital item, as determined by the Landlord in accordance with sound accounting and property management principles consistently applied or such other period as shall be consistent with Institutional Owner Practices. (k) Aummeys'. acemnumts' and consultants' ices and expenses in connection with the management, operation, administration. n intenuncu and repair orihe Project, including, but not limited to, such expenses that relate to seeking or obtaining reductions in or 101 W Chde Center Or— CIO, afSanat: bra Lease -I- Exhibit E refunds or Property Taxes, or components thereof, or the costs of Contesting the validity of applicablllty 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 (7%A) 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. (m) Sales, use and excise taxes on goods and services purchased by Landlord for the management, maintenance, adm inistradun or operation of lie Building or the Project. (n) Fees for local civic organizations and dues for professlonal trade associations (0) Payments under any covenants, conditions and restrictions pertaining to the Project or any easement, license or operating agreement or similar instrument which affects the Project. (p) Costs and expenses of Investigating, testing, documenting, monitoring, responding to, abating and remediating Hazardous Materials, other than abatement and remediation costs with respect to Hazardous Materials actually known by Landlord (on the Effective Date) to require abatement and/or remediation under applicable Environmental Laws. (q) The costs of repairing, restoring and maintaining the Parking Facilities of the Project, Including, without limitation, the resurfacing, restriping and cleaning ofsueh facilities. (r) Any costs, fees, amounts, disbursements and expenses which are generally included in Operating Expenses under Institutional Owner Practices. 1.5 The following costs and expenses shall be excluded front Operating Expenses: (a) expenses relating to leasing space in the Project (Including tenant improvements, leasing and brokerage commissions and advertising expenses); (b) legal fees and disbursements incurred For collection ortenant accounts or negotiation of leases, or relating to disputes between Landlord and other tenants and occupants of the Building; (c) Capital Items unless specifically permitted by Section IA of this Exhibit "E". parts (a) through (r), inclusive; (d) Property Taxes; (e) amounts received by Landlord on account of proceeds of insurance to die extent the proceeds are rehnbursoment for expenses which were previously included in Operating Expenses; (D except to the extent specifically provided in Section I orthis Exhibit "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 lease covering the Project; (h) subject to Section 2A of this Exhibit "E" die costs of gas, steam or other fuel; operation of elevators and security systems; heating, cooling, Or conditioning and ventilating; chilled water, hot mid cold domestic water, sewer and other utilities or any other service work or facility, or level or amount thereof, provided to any other tenant or occupant in the Project which either (a) is not required to be supplied or furnished by Landlord to Ten r it under the provisions orthis Lease or (b) is supplied or furnished to Tenant pursuant to the terns of this Lease with separate or additional charge; (i) the cost of the Landlord's Work; and 0) any cost expressly excluded from Operating Expenses in an express provision contained in this Lease. 1.6 "Excess Operating Expenses" means, with respect to any Expense Year, the positive excess, if any, of Operating Expenses allocable hereunder to such Expense Your over Operating Expenses allocable hereunder to the Base Year. 1.7 "Excess Property Taxes" means, with respect to any Expense Year, the positive excess, if any, of the Property Taxes allocable hereunder to such Expense Year over die Property Taxes allocable hereunder to the Base Year. 1.8 "'Tenant's Percentage Share" means the percentage set forth in Item 5.2 of the Basic Lease Provisions: provided, however, that Landlord reserves the right from time to time doing the Term of this Lease to recalculate Tenant's Percentage Share, in which cost Tenant's Percentage Share shall be calculated by dividing the number orsqu re feet of Rentabic Area in the Premises by the number orsquare feel or Rentable Area in the Project, and expressing such quotient in the form of a percentage. 2. (:ahc Alniimr Methods and Ad'ustmenls. 2.1 The varinbhe components or Operating Expenses (^Ynriuble Expenses") tirr till or City portion of any Expense Year (including the Iluso Year) during which'nctual occupancy or the Project is less than one hundred percent (100%) of the Rentable Area critic Project shall be Adjusted by Landlord; as determined in good faith by Landlord applying sound accounting rind properly management principles (and the provisions Jill WC10r Center Or —City ofSonta as Letme •2• Exhibit of this Lease) to reflect one hundred percent (100%) occupancy of die Rentable Area of the Project during such period. If during all or any port or any Expense Year, including the Base Year, Landlord does not provide any particular (tom of benefit, work or service (the cost or which Is a Variable Expense) to portions of the Project due to the fact that such item of henefd, work or service is not required or desired by the tenant or such space, or such tenant is itself obtaining and providing such item of benefit, work or service, or for say other reason, then for purposes of computing Variable Expenses for such Expense Year, 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 if it had furnished such item of benefit, work or service to such portions of the Project. 2.2 Subject to the provisions of this Section 2 or (his Exhibit "T 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 or Operating Expenses among particular classes or groups or tenants in the Building (far example, retail tenants) to reflect Landlord's good faith delennination that measurably different amounts or types of services, work or benefits associated with Operating Expenses, as applicable, are being provided to or conferred upon such classes or groups. All discounts, reimbursements, rebates, refunds, or credits (collectively, "Reimbursements") attributable to Operating Expenses or Property Taxes received by Landlord in a particular year shall be deducted from Operating Expenses or Property Taxes, as applicable, in the year the same are received; provided, however, if such practice is consistent with Institutional Owner Practices, Landlord may treat Reimbursements generally (or under particular circumstances) on a different basis. Landlord shall have the right to exclude from Base Year Operating Expenses the cost of items of service, work or benefits (1) not provided following the Base Year, (ii) incurred due to circumstances not applicable following the Base Year or due to market -wide labor -rate Increases in Operating Expenses due to extraordinary circumstances, including, without limitation, boycotts, embargoes end strikes, and utility rate Increases due to extraordinary circumstances, and (lip) amortized costs relating to capital improvements. 2.3 If any Property Tax Reduction (defined below) applies with respect to any Expense Year (other than the Base Year), then For purposes of calculation of Excess Property Taxes for such Expense Year, Property Taxes allocable to the Base Year shall be reduced by an amount equal to the corresponding Base Year Tax Reduction. A "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 any reassessment or under or as a result of application or operation of Proposition 8 or any other similar governmental actor Law. A "Base Year Tax Redaction" 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, minis, in die case of any Expense Year after the first year to which the applicable Tax Reduction applies, the cumulative amount by which Property Taxes have Increased (Following the first Expense Year to which the applicable Property Tax Reduction applied) as a result of application of the annual percentage increase (presently up to 2.0%) in Property Taxes that is allowed under Proposition 13 (or any substitute therefor hereafter adopted). 2.4 As of the 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 die Project at any time contains more than one building (or ant or more tax parcels), Landlord shall have the right, from time to time, to equitably allocate sonic or all of the Operating Expenses and/or Property Taxes for die buildings comprising the Project among the Building and some or all of the other buildings orthe Project. In such event, Landlord shall reasonably determine a method of allocating such Operating Expenses and/or Property Taxes attributable to the Building (or the tax parcel on which the Building is located) and/or such outer building(s) (or such other tax parcel(s)) of the Project to the Building (or tax parcel) and/or such other building(s) (or tax parcel(s)) and Tenant shall be responsible for paying its proportionate share of such Operating Expense and/or Property Taxes which are allocated to the Building (or the tax parcel on which it is located). Landlord shall also have the right, team time to time, to require Tenant to pay Tenant's Percentage Share of Operating Expenses and Property Taxes based solely on the Operating Expense and Property Taxes For 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 die first day of each calendar month during such Expense Year, Tenant shall pay to Landlord one -twelfth (1112th) 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 orlhis Exhibit `•E" by Tenant for such Expense Year shall be based upon such revised estimate. Landlord shall endeavor to deliver to Tenant within one hundred fifty (150) days after the close ofeach Expense Year or as soon thereafter as is practicable, a statement orthat year's Property Taxes, Operating Expenses, and the amount of Section 4.2 Additional Rent for such Expense Year, as determined by Landlord (the "Landlord's Statement'), and such Landlord's Statement shall be binding upon Landlord and Tenant, except as provided in Section 4 of this Exhibit" ". If the Landlord's Smtemcm indicates that (or irit is finally determined pursuant to Section 4 of this Exhibit "0 dint) the amount of Section 4.2 Additional Rent payable with respect to any Expense Year: (a) is more lion the estimated payments of Section 4.2 Additional Rent made by Tenant with respect to such Expense Year, TemulL 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 Expense Year, such excess payments shall be credited against Rent next payable by Tenant under this Lease (or, if the Term 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 dint the number ordays In such Expense Year bears to 365. The expiration or early termination of this Lease shall not affect the obligations of Landlord and Tenant pursuant to this Section 3 orthis Exhibit "E" to be performed 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 provisions of this Section 4 of thin Exhibit T" Tenant shall have the right, at Tenant's sole cost and expense, to reasonably review Landlord's supporting books and records (at Landlord's manager's corporate olliices) for oily portion orthe Property Taxes or Operating Expenses fir a particular Expense Year covered by Landlord's Statement, in accordance with die procedures sal forth in this S4CLion 4 of this Exhibit" Tenant shall. within sixty (60) days uftcr any such Landlord's Statement is delivered to Tenant, deliver u written notice (a "Dispute Notice") to Landlord specifying the items described in the Landlord's Statement that am, claimed to be Incorrect, and Tenant shall simultaneously pay to Landlord all amounts specified in the applicable Landlord's Statement (lo die extent not previously paid). The right of Tenant wider ThisSection 4 ol'this Exhibit "E" may only be exercised once lot -each Expense Year covered by any Landlord's Statement, and il'Tenunt fails to deliver a Dispute Notice within the sixty (60) day period described above or rails to meet any orthe oilier above condidials of exereise of such right. the right of Tenant to audit a particular Landlord's Smtcnient (and all ofTena is rights to make any claim relating thereto) under this Section 4 to/ IPClvle Confer Dr- Oty of'Sarun Ana Lease .3. Exhibit E of Ili is Exhibit " "shall ourmalically be deemed waived by Tenant. Any review of records under this Section 4 of this Exhibit "E" 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 shell be completed within sixty (60) days alter 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 " "(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 the 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 tam 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 dial it is finally determined pursuant to this Section 4 of this Exhibit " "that a particular Landlord's Statement overstated Operating Expenses and Property Taxes with respect to the applicable Expense Year by more than ten percent (10%), Landlord shall reimburse Tenant for the reasonable cost of Tenant's accountant. In all other cases. Tenant shall be liable far Landlord's Accountant's actual fees and expenses. all/ WCA* CenrerDr—('irp ofSu+un.tne Lease .f Exhibit ri EXHIBIT "P" SERVICES AND UTILITIES The services and utilities to be provided by Landlord are n Follows: Elevator Service. Non -attended automatic elevator service. 2 JIVAC. Subject to all governmental Laws, rules, regulations and guidelines applicable thereto, HVAC to the Premises during Business Hours (de0ned 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) may be provided to the Premises upon request by Tenant. Tenant shall pay to Landlord Ore After Hours HVAC Rate (defined below) for all After Hours HVAC that is so requested by Tenant within ten (10) days of receipt of Landlord's reasonably detailed bill therefor. Tenant shall be responsible for and shall pay to Landlord any additional costs incurred by Landlord because of the failure of the HVAC system to perform its function due to: (a) arrangement of partitioning in One Premises or changes or alterations thereto, (b) any use by Tenant in any portion of the Premises of host -generating machinery or equipment other than normal office equipment, or (c) 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, Memorial Day, Thanksgiving Day, and Christmas Day, and at Landlord's discretion, any other state or nationally recognized holiday that is selected by Landlord acting consistently with Institutional Owner Practices, "After Hours HVAC" means any HVAC that is provided to all or any portion of the Premises at the request of Tenant outside of Business Hours. 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 minimum. lee i . 3.1 At all reasonable times, electric current as required for Building Standard lighting and fractional horsepower office machines and adequate electrical facilities for connection to the lighting fixtures and Incidental use equipment 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 33 of this Exhibit'V : (a) die 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 Ore supply of such equipment to require a current capacity exceeding twenty (20) amperes and (b)die electricity so furnished for Tenant's lighting to be at a nominal one hundred lwtnty (120) volts and with no electrical circuit for die supply of such lighting to require a current cupacity exceeding twenty (20) amperes, 3.2 Notwithstanding any provision or 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 far Tenant's incidental use equipment within the Premises shall ill no case exceed Landlord's per usable square Foot standard, and (e) the total connected electrical load for Tenant's lighting fixtures within the Premises shall in no case exceed Landlord's per usable square fool 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 methods as Landlord shall employ from time to time (including, without limitation, the use ofsubmeters mid/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 tares thereon, and ilia cost of additional wear on Building Systems resulting from such excess consumption, (11) 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 die average rate of consumption (a kW per usable square Foot basis) during Business Hours, of an average general office tanant of Lhe Building). 3.3 Without Landlord's consent, Tenant shall not install, or permit the installation, in the Premises orally lighting, computers, word processors, electronic data processing equiprnont or other type of equipment or machines which (a) will require a voltage other than n nominal 120 volts or require a current capacity exceeding twenty (20) amperes or (b) will increase Tenant's use of electric current in excess or that which landlord is obligated to provide pursuant to this Section 3 of this Exhibit "F' ("Excess Electrieal Requirements"), If Tenant shall require or utilize Excess Electrical Requirements or electric current which may disrup} the provision orclectrieal service to other tenants in the Building or the Project, Landlord, at its election: (i) may refuse to grant its consent or (fi) may condition its consent upon Tenant's paJnmenl in advance of Landlord's total direct and indirect cost (including, without limitation, a reasonable administration fee) or designing, installing, maintaining and providing any additional facilities determined by Landlord to be required to satisfy, such Excess Electrical Requirements (or otherwise minted to the additional wear on Building Systems associated Iherevvidn). I rTenan 's increased electrical requirements will materially aflbct the temperature level in the Premises or in the Building, Landlord's consent may be conditioned upon Tenant's payment of all direct and indirect costs of installation and operation of any machinery or equipment necessary to restore the temperature level to that otherwise required to 1x: provided by Landlord, including, but not limited to. the cost of modifications to the Building Systems and increased wear and tear on existing I I VAC equipment. landlord shall not, in ony,way, be liable or responsible to Tenant for any loss or damage or expense which Tenant mu) incur or sustain i0 for any reasons beyond Landlord's reasonable control. either the quantity or character of electric service is changed or is no longer uvuflabie or suitable for Tenant's requirements. 11'=. City water for drinking and rest mom purposes. 5 dnnitnriul Service. Janitorial and cleaning services, live (5) days per week (excepting Holidays), conforming to the Project standards in effect font lino: to lime; provided that Lundlorl shall have no obligation to provide such services to any portions of ilia Premises that are not used exclusively for general office purposes. in all evenly Tenant shall pay to Landlord the cost ofremoval orTcnant's refuse and rubbish, to the extent that Ilia same exceeds the refuse and rubbish attendant to normal once usage and/or to the extent that Tenant fails to keep the Premises in reasonable order. 801 PTUr Cerrmr Dr —Cho- nfSanra?t no 6erue -I. Exhibit F Any amounts which Tenant Is required to pay to Landlord pursuant to this Exhit)lt "F" (and/or for any services provided to Tenant in addition to those Landlord is required to provide under this Lxhibit "F" without additional charge) shall be payable upon demand by Landlord and shall constitute Additional Rent From time to time during the Term, Landlord shall have the right to modify the services provided to Tenant hereunder; provided that the services provided, as so modified, ore consistent with Institutional Owner Practices. Tenant recognizes that any access control services provided by Landlord at the Project are for the protection or 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. 901 WClvie CarterDr— Clry-ojSonen.Inn Lease -2- Eshibh r EXHIBIT "C" INSURANCE REQUIREMENTS 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 andlor flood) property insurance, in an amount not less than one hundred percent (100%) ofreplacement cost covering: (a) all Leasehold improvements (b) all floor and wall coverings; and (c) all Tenant's Personal Property in or about the Premises and Project. The proceeds of such insurance shall be used for the repair and replacement orthe property so insured, except that if not so applied or if this Lease is terminated following a casualty, the proceeds applicable to the Leasehold Improvements shall be paid to Landlord and the proceeds applicable to Tenant's Personal Property shall be paid to Tenant. 1.2 Business Interruption Insurance. At all times during the 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 Exhibit "G" for a period of not less than twelve (12) months. 1.3 Liability Insurance. 1.3.1 At all times during the Term of this Lease, Tenant shall procure and maintain, at its sole expense for the protection of Landlord and Tenant, commercial general liability insurance applying to the use and occupancy of the Premises and 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 contractor's coverage, completed operations, products liability, cross liability and severance of interest clauses, and shall be endorsed to include Landlord and the Landlord's Additional Insureds as additional insureds. 1.3.2 At all times during the Term of this Lease, Tenant shall procure and maintain, at Its sole expense for the protection of Landlord and Tenant, primary automobile liability insurance with limits of not less than S1,000,000 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 polleies of insurance issued by a responsible insurance company and in a form acceptable to Landlord saving harmless and protecting Landlord and the Premises against any and all damages, claims, liens, judgments, expenses and costs, including actual anomeys' fees, arising under any present or future Irv, 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 on 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: Emolover's Liability Insurance. Worker's Compensation 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 or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, Tenant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. 2. Policy Reauirgments. All insurance required to be maintained by Tenant shall be issued by insurance companies Authorized to do Insurance business In the State of California and rated not less than A:X in ➢est'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 certificate 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 tie 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 or 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 often (10) days after such date. Tenant shall rumish Landlord with A replacement certificate with respect to any insurance not less than thirty (30) days prior to the expiration orthe current policy. Tenant shall have the right to provide the insurance required by this Exhibit "Q" pursuant to blanket policies, but only if such blanket policies expressly provide coverage to the Premises and die Landlord as required by this Lease without regard to claims made under such policies with respect to other persons. 3. Miscellaneous. Tenant shall not keep, use, sell or offer for sale in or upon die Premises Oily article which may be prohibited by any insurance policy periodically in tisane covering the Premises, the Building or the Project. If any of Landlord's insurance policies shall be cancelled or cancellation shall be threatened or die coverage thereunder reduced or threatened to be reduced in any way because orthe use of die Premises or any part themor by Tenant or any assignee. sub(enant, licensee or invitee of Tenant and, if'renant falls to remedy the condition giving rise to such cancellation, threatened cancellation. reduction orcoverage, or threatened reduction orcoverage, within 48 hours after notice themof, Landlord may. at its option, either terminate this Lease or enter upon the Premises and attempt to remedy such condition, and Tenunt shall promptly pay the cost thereof to Landlord as Additional Rent. I Landlord is unable. or elects not to remedy such condition, then Landlord shall have all or the remedies provided for in this Lease upon the occurrence )ran Event of Detudt. Tenant shall not do or permit to be done any act or things upon or about the Premises or the I'micel, which will: (a) result in the assertion of any derense by the insurer to any claim under, (b) invalidate or (e) he In conflict with. the insurance policies of Landlord or Tenau covering the Building. the Premises or fixtures and property therein. or which would incmase the rule of Me insurance applicable to the Building or the Project to on amount higher than it otherwise would be; and Tenant shall neither do nor permit to be dune Any act or thing upon or about the Premises or the Building which shall or might subject Landlord to any liability or responsibility for Injury to Oily person or Persons or to property. III as a result of arty act or omission by or on doe part ol'Tenant or violation of this Lease, whether or 101 P'Ch* Center Dr—Clo, of Srrnm Ann Lease • I • Lxhabh G not Landlord has consented to die same, the rate of "AII Risk" or other type or insurance maintained by Landlord on or with respect to the Building and fixtures and properly therein, shall be increased to an amount higher than it otherwise would be, Tenant shall reimburse Landlord for all Increases or Landlord's insurance premiums so caused within ten (10) days after delivery or written demand therefor by Landlord, in any action or proceeding wherein Landlord and Tenant are parties, a schedule or "make-up" of rates for the Project or the Premises issued by flu body making fire Insurance rates or established by Insurance carrier providing coverage for the Building or demised premises shall be presumptive evidence or the facts slated therein Including the items and charges taken into consideration in fixing the "All Risk' insurance rate then applicable to the Building or the Premises. 801 IVCide Ctrnnr Dr—Cip nfSmrm.Nm Lvnre -2. lixhibitG EXHIBIT 411" REMEDIES emedicxforEvents of Default 1.1. Landlord's Rieht To Terminate Upon Tenant Default. In the event of ony Event of Default by Tenant as provided in action ,15.1 of the 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) due worth at the time of award of the amount by which the unpaid Rent which would have been eared 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 Die ordinary course of things would be likely to result therefrom; and (e) at Landlord's election, such other amounts in addition to or in lieu of the foregoing as may be permitted from lime 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 the then highest lawful contract rate of interest. As used in 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 Tenen4 if Landlord does not elect to terminate this Lease as provided in Section 1 of this Exhibit " " 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, irTenant has the right to sublet or assign, subject only to reasonable limitations). 1.3 Right of Landlord to Perform. All covenants and agreements to be performed by Tenant under this Lease shall be performed by Tenant at Tenant's sole cost and expense. If Tenant shall tail to pay any sum of money, other than Base Rent, required to be paid by it hereunder or shall fail to perform any other act on its part to be performed hereunder, then, in addition to and without prejudice to any other right or remedy of Landlord, Landlord may cure the same at the expense of Tenant: (a) immediately and without notice in tie case; (1) of emergency, (ii) where such default unreasonably interferes with any other tenant in the Project, (iv) a failure to satisfy or otherwise discharge 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 perfomh any of its obligations under Section 3.3.1 and Section 10.5 of this Lease above and (5) in any other case if such default continues for ten (10) days from die receipt by Tenant of notice of such default from Landlord. Any some so paid by Landlord and all incidental costs plus Landlord's reasonable adminbuirotion fee thereon, together with interest thereon at the Default Rate front the date of such payment, shall be payable to Landlord as Additional Rent on demand, and Landlord shall have the same rights and remedies in the event of nonpayment as in the case of default by Tenant in the payment of Rent. This Section 1.3 of Oils Exhibit " 'shall survive the expiration or termination of this Lease, 1.4 Late Paymentif two (2) or more Rent Delinquencies shall occur in any twelve (12) month period, Landlord may, without prejudice to any other rights or remedies available to it, upon written notice to Tenant: (a) require all remaining monthly installments of Rent to be paid three (3) months in advance and/or (b) require Tenant to increase the Security Deposit (if any) by an amount equal to one mondh's Rent. 1.5. Subleases of Tenant Whether or not Landlord elects to terminate this Lease on account of an 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 die Premises or (b) in its sole discretion, elect to succeed to Tenant's Interest in such subleases, licenses, concessions or arrangements (in which case, as of the data of such election, Tenant shall have no further right to or interest in the rent or other consideration receivable thereunder). 2. Efforts to Retet. No re-entry or taking of possession of the Premises by Landlord following an Event of Default shall be construed as on election to terminate this Lease unless a written notice of such election shall be given to Tenant or unless the termination thereof be decreed by a court of competent jurisdiction, and Tenant's right to possession shall not be deemed to have been terminated by efforts of Landlord to relet the Premises, by its acts of maintenance or preservation with respect to the Premises, or by appointment of a receiver to protect Landlord's interests under the Lease. The foregoing enumeration is not exhaustive, but merely Illustrative of acts which may be performed by Landlord without terminating Tenont'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 alter such relelling, elect to terminate this Lease for may Event of Default. To the fullest extent permitted by Law, the proceeds of any reletting of the Premises shall be applied: (a) first, to pay to Landlord all costs and expenses of such relenting (including, without limitation, costs and expenses or 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, and if Landlord shall maintain and operate the Promises, the costs thereof) and receivers' fees incurred in connection with the appointment of and perlbralance by a receiver to protect the Premises and Landlord's interest under this Lease and any necessary or reasonable alterations; (b) second, to the payment or any indebtedness orTemmt to Landlord other (hall Rent due and unpaid hereunder. (c) third, to the payment of Rem due and unpaid hereunder; and (d) the residue, ifany, shall be held by Landlord and applied in payment of other or future obligations of Tenant to Landlord asthe same may become due and payoble, and Tennr shall not be entitled to receive any portion of such revenue. This Section 3 of this Exhibit "if" shall survive the expiration or termination orlhis Lease. 3. Cumulative Remedies. The specific remedies to which Landlord may resort under the tern of this Lease are cumulative and are no Intended to be exclusive orany other remedies or means of redress to which it may be lawfully entitled in case crony breach or threatened breach by Tenant orany provisions of this Lease. In addition to the other remedies provided in this Lease, Landlord shall be entitled to a restraint by injunction of the vinlutinn or attempted or threatened violation arany ofthe covenants. conditions or provisions of this Lease or to a decree compelling specific performance of any such covenants. conditions or provisions. In addition, upon the occurrence or an Event of Default 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 Low, may, at its ,t/lr IV @ Ic C'rrurr Dr—Cip• afd'rmni tine Lercre -I. Exhibit I I option, collect directly from the sublessee all rnttals becoming due to the Tenant and apply such rentals against other sums due hereunder to Landlord. 4. Waiver or Riaht of Redemmtion. Tenant hereby waives for Tenant and For all those claiming under Tenant all right now or hereafter existing to redeem by order or judgment or any court or by any legal process or writ, Tenant's right or occupancy of the Premises alter any termination of this Lease. Notwithstanding any provision of this Lease to the contrary, the expiration or termination of this Lease and/or the termination of Tenant's rights to possession orthe Premises shall not discharge, relieve or release Tenant from any obligation or liability whatsoever under any Indemnity provision of this Lease, including without limitation the provisions orsection 14.1 of the lease. 901 W Chle CCnMr Or-Ciq afSnrUn.arrn refuse -2- Exhibit H EXHIBIT "I" FORM OF TENANT ESTOPPEL CERTIFICATE The undersigned as Tenant under that certain Office Lease dated . 20_ (tile "Leasd') between CP SANTANA, LLC, a Delaware limited liability company, as landlord, and the undersigned, as tenant, for Premises on OW_ Boor orthe Office Building located at 8DI 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 Ole 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 tile Properly, There are no amendments, modifications or supplements to the Lease, whether oral or written, except as follows (include the date of such amendment, modification or supplement): 2, The undersigned has commenced occupancy of the Premises described in the lease, currently occupies the Premises, and the Commencement Date of the Lease occurred on . 20_. 3, Tenant has not transferred, assigned, or sublet any portion of the Premises nor entered into any license or concession agreements with respect thereto except as follows: 4, Base Rent became payable on 5. In accordance with Ore Lease, Rent commenced to accrue on . 20_. 6, The Tema oFlheLease expires an 7. 'the Lease provides for an option to extend die term of the Lease for _ years. The rental rate for such extension term is as follows: , Except as expressly provided in Ole Lease, and other documents attached hereto, Tenant does not have any right or option to renew or extend the teml of the Lease, to lease other space at the Property, nor any preferential right to purchase all or any pan of the Premises or the Property. 8• All conditions of the Lease to be performed by Landlord necessary to the enforceability or the Lease have been satisfied and Landlord Is not in default thereunder. All space and improvements leased by Tenant hove been completed and furnished in accordance with die provisions of die Lease, and Tenant has accepted and taken possession of the Premises. 9• 'there are no offsets or credits against rentals payable under de Lease and no free periods or rental concessions have been granted to Tenant, except as follows: 10. All monthly installments of Base Rent, all Additional Rent and all monthly installments of estimated Additional Rent have been paid when due through . The current monthly installment of Base Rent is $ The undersigned acknowledges that Otis Estoppel Certificate may be delivered to Landlord's prospective 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 Ole statements contained herein in making the loan or acquiring the property of which the Premises are a part, and in accepting an assignment of the Lease as collateral security, and that receipt by it or this certificate is a condition of making of the loan or acquisition ofsuch property. Each individual executing this Estoppel Certificate on behall'ofTenant hereby represents and warrants that Tenant is a duly Formed and existing entity qualified to do business in Califomia and drat Tenant has Rill right and audiority to execute and deliver this Estoppel Certificate and that each person signingoil behalfof'1'enant is authorized to do so. Executed at un the —day of , 20—. "Tenant"; By: Name: Ut W'Clvlr Crnlrr Orw C'10• njS'nnm An et Lenore - I. Exhibit I EXHIBIT "J" OPTIONS This Exhibit 'T consists of the following Schedules: Schedule "LI" (Extension Opdon[s]); Schedule'12" (Additional Space Opdon[s]); and Schedule "J.3" (Determination of FMRR), all of which are incorporated herein by this reference. Notwithstanding anything to die contrary in this Lease: (a) all of the rights and options of Tenant that are described In (Iris Exhibit „J" (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 or Tenant's interest in this Lease); and (b) time Extension Option and Right of First Offer may be exercised only on the condition that, at time applicable time, the Original Tenant than occupies die entire Premises. In addition, notwithstanding anything to the contrary In Oils 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 Offer shall be invalid and ineffective if, as of the date of such attempted exercise: (A) Tenant is in default under this Lease or (B) Tenant has previously been In default under this Lease more than two times, and III) if as of the date that the Extension Option or Tenant's lease of any Leased First Right Space (defined below) would otherwise commence: (A) Tenant is In default under this Lease or (B) Tenant has previously been in default under this Lease more than two times, Landlord may cancel Tenant's exercise of the Extension Option or the Right of First Offer with respect to the applicable Offered First Right Space, as applicable, by delivery of written notice to Tenant. 801 MChdr Center Dr —CIO, a/Senra Ann Leave -I- Exhibit J Schedule' d-➢" Extension Options I. Grunt of Option. Subject to all of die terms and conditions of this Schedule'9-1' in connection with Tenant's lease of the Premises, Tenant shall have two (2) options (each an "Extension Option') to extend the term orthis Lease as to the entire Premises then subject to this Lease, each for an additional term (each "Extension Term") of sixty (60) months, subject to and upon the terms and conditions contained in this SchedLile "J_I". The Extension Term shall commence upon the day immediately following the then scheduled Expiration Date, and shall be upon the some terms and conditions as are provided for in this Lease, as then amended, except that: (a) IFTenant falls 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 further right to extend the Term of ilia Lease, (b) there shall be no further options to extend time Term pursuant to this Schedule 94" or otherwise following the second (2"s) Extension Term, (a) Tenant shall not be entitled to any credit against Rent or any other rent concession or rent allowance or abatement of Rent, except as specifically provided in the definition of the FMRR, (d) the Base Rent for the Extension Term shall be as provided in Section 3 of this Schedule 111- I_' and (a) the Base Year for the Extension Teri shall be the calendar year in which the Extension Term commences. 2 Exercise. An Extension Option maybe exercised only by Tenant giving written notice ofexercise (an"Extension Notha'J to Landlord on or before the date that is not more than twelve (12) and not less than nine (9) months prior to die than scheduled Expiration Date. If Tenant does not deliver an Extension Notice to Landlord within the time period set forth above (time being of the essence), then 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 off ctive after the then Expiration Date shall terminate. 3 Annual Bose Rent. The Base Rent payable forthe Premises during an Extension Temh (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 (un "Adjustment Date") of such Extension Term, and shall be determined as follows. 3.1 IrTenant 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 Term Base Rent) would be for the Premises daring the Extension Term. 3.2 Within ten (10) days after Tamant's receipt of a Market Rent Notice, Tenant shall deliver to Landlord written notice (a "Market ➢tent Response Notice") electing either: (a) to accept the FMRR (and Extension Term Base Rent) set forth in the Market Rent Notice, in which case the FMRR (and Extension Term Base Rent) shall be asset 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'?-3". 3.3 IrTenant fails to deliver Tenant's Market Rent Response Notice within ten (10) days after its receipt of Market Rent Notice (or fails in its Market Response Notice to expressly reject Landlord's determination of the FMRR (and Extension Tern Base Rent) set forth in a Market Rent Notice), Tenant shall conclusively be deemed to have accepted Landlord's determination of the FMRR (and Extension Term Base Rent) set Ibrth in the Market Rent Notice. ,4B1 11'Chde Center Dr— Go, grVarrra Aim Lease -2- Exhibit I Schedule ".1.2" Right of First Offer I ran . Subject to all of the terms and conditions of this Exhibit `J" Tenant shall have the right (the "Right or First Offer") to elect to lease any portion of the First Right Space (defined below) that becomes Available for Lease (defined below) at any time during the Tenn. The "Fist Right Space" means any space on the second (2"s) floor of tie Building Thal 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 (a) such space is not subject to any then existing expansion or renewal rights crony type that is or are set forth in any lease affecting space in the Project. "A Third Party Offer" means any written offer or proposal for the lease ar all or any portion of the First Right Space that is delivered by Landlord to a third party, or that is received by Landlord thorn a third party, in either case, on tern that are acceptable to Landlord (excluding any such offers or proposals that either. (I) relate to any expansion or renewal rights that are set forth In any lease affecting space in the Project that exists as of the Effective Date or (if) are for the renewal or extension of the term of the lease for any then existing tenant of the applicable portion of the First Right Space), Procedure for Offer and Acceptance, 2.1 First Offer Notice. Subject to the terms and conditions of this Schedule "J-2". If all or any portion of the First Right Space becomes Available for Lease, Landlord shall notify Tenant thereof in writing (the "First Offer Notice"), The First Offer Notice shall also: (a) describe (and state the Rentable Area of) the portion of the First Right Space that is then Available for Lease (the "Offered First Right Spam"), (b) state the date (the "Offered Space Scheduled Commencement Date") upon which Landlord then believes the Offered First Right Space will be available for delivery to Tenant, (a) state Landlord's determination of the economic terms (including the Base Rent, Base Year, Improvement Allowance, abated Rent and other Rent Concessions defined below) on which Landlord is willing to lease the Offered First Right Space to Tenant (die "Offered Torms"), and (d) slate that the expiration of Tenant's lease of the First Right Space shall be coterminous with the lease for the Premises, provided that; (I) if there shall be less than five (5) years remaining in the Teri as orthe at the Offered Space Scheduled Commencement Dale for any Offered First Right Space, the First Offer Notice shall slate that Tenant's exercise orits Right orFirst Offer with respect to such Offered First Right Space is conditioned upon Tenant concurrently exercising an Extension Option (with it being understood and agreed that Tenant shall have no right under this Schedule `1.2' to lease any portion of the First Right Space for which the Offered Space Scheduled Commencement Date will occur during the last five (5) years or the Term unless, (A) at such time, Tenant shall have an unexercised Extension Option and (B) Tenant shall, in its Tenant's Acceptance Notice, exercise such Extension Option. 2.2 Tenant's Acceptance Notice. Tenant may exercise its right to lease the Offered First Right Space identified in any First Offer Notice only by delivering to Landlord, not more than ten (10) business days oiler Landlord's delivery of tie applicable First Offer Notice, written notice ("Tenant's Acceptance Notice") stating that Tenant accepts Landlord's oiler to lease the Offered First Right Space. If Tenant does not deliver Tenant's Acceptance Notice to Landlord within five (5) business days after Landlord's delivery of any First Offer Notice, time being of the essence, then subject to Section 2.3 below, Tenant's Right of First Offer shall no longer apply to the applicable Offered First Right Space and, Landlord shall be free to lease the Offered First Right Space described in the First Offer Notice to third parties selected by Landlord at such rental rates and upon such terms as Landlord fit its sole discretion may desire. 2.3 i.endlord's Oblieation to Re -Offer. Notwithstanding the foregoing, before leasing any Offered First Right Space to any other person or entity on economic terns that ere mom than ten percent (100%) more favorable (on an annualized not effective rent basis) than the Offered Terms specified in the First Offer Notice, subject to all of the terms and conditions of tits Schedule "1.2 Landlord must re -offer such Offered Fh•st Right Space to Tenant on the more favorable economic terms by delivering another First Offer Notice with respect to such space in accordance with Section 2 of this Schedule "1-2". and Tenant shall again have the right to elect to Icau such space by delivering a Tenant's ROM Acceptance Notice in accordance with Section 1,1 2fb1 or this Schedule'?-2" provided that Tenant shall have only rive (5) business days after receipt of any such First ORer Notice within which to deliver its Tenant's Acceptance Notice with respect to such Offered First (tight Space that is re -offered to Tenant in accordance with this Section 2.3. Term: Rent: Other Terms. 3.1 I t'Tenant duly exercises its Right of First Offer in accordance with this Schedule "1-2" with respect to any Oflbred First Right Space that is identified in any First Offer Notice (any such space "Leased First Right Space"). lien: (a) the term of the lease of such Leased First Right Space shall commence upon the date (die "First Right Commencement Date") that Landlord tenders to Tenant delivery of possession ofsuch Leased First Right Space, (b) the expiration orTenant's lease of die Leased First Right Space shall be coterminous with the teriination of die Lease I'or the then existing Premises, (c) except as expressly provided to the contrary in this Schedule •'J-2" , die remaining terns of Tenant's lease crouch Leased First Right Space shall be the teens and conditions of this Lense (provided that air provisions of the Lease which vary baud upon the Rentable Area orthe Premises shall be adjusted to rellect the addition orthe Lensed First Right Space to the Premises) and (b) Landlord and Tenant shall reasonably promptly therealler execute arm amendment to this Lease for such leased First Right Space upon the terns and conditions as set lbrlh in the First Offer Notice, subject to the provisions orthis Schedule 1.2". 3.2 The monthly base rent payable by Tenant with respect to any Leased First Right Space (the "ROFO Rent") shall commence on the upplicable First ]tight Commencement Date and shall be equal to the product ol': (a) the atmhber of squaw feet of Rentable Area contained in such Leased First Right Space and (b) the FNIRR for such Leased First Right Space. I f in the applicable Acceptance Notice, Tenant expressly rejects Landlord's deletnhinatiun of the FNIRR (and ROFO (tent) for the applicable Leased First ]tight Space, then the FMRR (and ROFO Rent) for such Leased First Right Space Shull he determined in accordance with Schedule 1-3 provided that if the FMRR (and ROF'0 Real) For any Leased First Right Spree shalt not be determined as or the First Right Comnitaima cent Dole, the panics shall kill Ilze Landlord's Submined FM RIt (defined below) to determine the ROFO Item for the applicable Lensed First Right Space, und if Tcnunl's Submitted FMRR shall be ult immcly selected pmsunnt m 801 )r•Cmfe center Dr -not ofSama: inn Leare •3- Exhibit ) Schedule"J-V Tenant shall be given a credit against ROFO Rent next due hereunder equal to the amount crony overpayment. irTenanl fails, in the applicable Acceptance Notice, to expressly reject Landlord's determination or the FMRR (end ROFO Rent) set forth In die applicable First Offer Notice, then Tenant shall conclusively be deemed to have accepted Landlord's determination of the FMRR (and ROFO Rent) for the applicable Leased First Right Space as set forth in the applicable First Offer Notice, Notwithstanding anything to the contrary herein. Tenant shall pay Additional Rent with respect to any Leased First Right Space in die same manner as for the Initial Premises, including, without limitation, in accordance with the provisions of'Secticin 4.2 of the Lease, and Tenant's Percentage Share shall be increased to lake into account the expansion of the Premises to include such Leased First Right Space, 3.4 Delivery and Condition of Lensed First Right Space: Delivery Imorovement, 3.4.1 Landlord shall endeavor to deliver ilia 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 and otherwise shall have no liability to Tenant so long as Landlord uses commercially reasonable efforts to deliver such Leased First Right Spaceto Tenant as soon as reasonably possible thereafter. 3A.2 Tenant shall accept any Leased First Right Space in its then existing "AS IS" condition and state or repair, and Landlord shall not be required to perform any work, supply any materials or Incur any expense (including the granting or 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 the date on which It Is delivered to Tenant, and (b) to the extent (and only to the extent) determined in connection with determination of the FMRR for any Lensed First Right Space: (i) if such Leased First Right Space has not, prior to the date the some is delivered to Tenant, previously been improved, Landlord shall grant to Tenant, a rent free construction period (with respect to the ROM Rent payable for such Leased First Right Space only) for die construction of the initial Leasehold Improvements (if any) in such Leased First Right Space, and (B) Landlord may grant to Tenant an improvement allowance to be used for costs that are incurred in connection with the construction of the initial Leosehold 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 Article 10 of the Lease 901 IV Chic Crnrcr Dr —CIO• uf.Snurn.lnn Lease 4- FNhihit h Schedule " &Y Datermin)na FMRR. For purposes of determining the FMRR, the following procedure shall apply: I If Tenant duly exercises any Extension Option and duly rejects Landlord's determination (in its Market Rent Notice orthe FMRR for the Extension, then Landlord and Tenant shall endeavor to agree upon the FMRR for the Extension Term on or before the Outside Agreement Date (defined below). If Landlord and Tenant ore unable to agree upon the FMRR for the Extension Tenn on or before the Outside Agreement Date, then the FMRR for the Extension Term shall be determined by arbitration pursuant to Section 2 orthis Schedulc J-3". The "Outside Agreement Date" means the date that is ten (10) business days alter the date that Tenant notifies Landlord, in its Markel Rent Response Notice that Tenant has rejected Landlord's initial determination of the FMRR for Ore Extension Tenn. 2 if Landlord and Tenant shall fail to agree upon the FMRR for die Extension Term on or before the applicable Outside Agreement Date, then within ten (10) business days thereafter, each of Landlord and Tenant shall submit to the other its final determination of the FMRR for the Extension Term and such final determinations shall be submitted to arbitration (as Tenant's and Landlord's "Submitted Fh1RR," respectively) in accordance with the following: 2.1 Landlord and Tenant shall each appoint one arbitrator who shall by profession be a real estate broker who shall have been active in the leasing orthe Project and the Comparable Buildings over the five (5) year period ending on the date of such appointment. The determination of the arbitrators shall be limited solely to the issue as to whether Landlord's or Tenant's Submitted FMRR is the closest to the actual FMRR for time Extension Term, as determined by tie arbitrators, taking into account the requirements of this Sclhedule "J-3". Each such arbitrator shall be appointed within fifteen (15) business days alter the Outside Agreement Date. 2.2 The two arbitrators so appointed shall, within ten (10) business days of the date of the appointment or the second appointed arbitrator, agree upon and appoint a third arbilralorwho shall be qualified under the same standard as described in Seclion 2.1 of this Schedule "J-3" (with respect to appointment of die initial two arbitrators). 2.3 The three arbitrators shall, within thirty (30) days of the appointment orthe third arbitrator, reach a decision as to whether the parties shall use Landlord's or Tenant's Submitted FMRR and shall notify Landlord and Tenant thereof, provided [list: (a) if either Landlord or Tenant fails to appoint an arbitrator within fifteen (15) business day period described in Section 2.1 of this Schedule J-3", then the arbitrator appointed by the other party shall solely reach a decision as to the FMRR For the Extension Tenn and notify Landlord and Tenant thereof within thirty (30) days following expiration of such fifteen (15) business day period, and such arbitrator's decision shall be binding upon Landlord and Tenant, and (b) if the two arbitrators fail to agree upon and appoint a third arbitrator, or both parties fail to appoint on arbitrator, then the appointment of the third arbitrator or any arbitrator shall be dismissed and the matter to be decided shall be promptly submitted to arbitration tinder tie provisions of die American Arbitration Association (die "AAA'), but subject to die instructions set forth in this Schedule J-3". 2.4 The decision orthe majority of die three arbitrators (or in the case of a decision made under clause (a) or (b) of Section 2.3 of this Schedule 1-3", the decision of the single arbitratoror the arbitrator(s) appointed by the AAA) shall be binding upon Landlord and Tenant, shall be in writing and shall be non-appeotable, and counterpart copies thereof shall be delivered to Landlord and Tenant. A judgment or order based upon such award may be entered in any court or competent jurisdiction. In rendering their decision and award, the arbitrators shall have no power to vary, modify or amend any provision of this Lease. 2.5 Landlord and'I'enant shall each bear 50%of the cost orthe arbitration described in this Section 2 of this Schedule "1.3". go/ n rWv Center Dr —City f.Sonra rtno Leave -5- Lchibit.I EXHIBIT "K" EYEBROW SIGN I. Grant of Rights. In connection with Tenant's lease of the Premises, subject to all of the terns and conditions of this Exhibit "K' Tenant shall have the non-exclusive right to cause Landlord to display signage (die "Eyebrow Sign") identifying Tenant by Its Business Name (defined below) on the Building in the location described in Section 2 of this Exhibit " ". All of the Tenant's rights under this Exhibit " " are personal to the Original Tenant and are not tmnsfemble in connection with any Transfer or otherwise. "Business Name" means only "City of Santa Ana", or any other business or trade name of Tenant that not an Objectionable Name. "Objectionable Name" means any name that: (u) relates to an entity that is of o character or reputation, or is associated with a political orientation or faction that is materially inconsistent with the quality of the Project, or which would otherwise reasonably offend on institutional quality landlord of a building comparable to the Buildings in Downtown Santa Ans, 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 die Building or Project. 2. Location; Snccifications and Fermi 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) on 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 tree 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 mceipt of 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 to Eyebrow Sign with all applicable Laws. 2.2 Landlord shall have the right, in Its sole but good faith discretion to: (a) position and/or reposition the Eyebrow Sign on the Building in any manner as it shall reasonably determine (provided that such Eyebt»w Sign shall be located on the side of the Building described in Section 2.1 of this Exhibit " " 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 (it) such other names, business names, trade names or affiliate names representing such other tenants or persons, in either use, as Landlord shall detemnlne in its sole and absolute discretion. 3 Cast 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 minting 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 earlier termination of this Lease. 4. Termination; Remnvul, 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 that the Original Tenant (together with any Permitted State & County Transferees in accordance with ,Section 11. L2 above) is no longer leasing and occupying 20,000 RSF in the Building, (b) if this Lease is assigned to any Person, or (c) If any Event of Default occurs. 4.2 Upon the expiration or earlier termination of this Lease, or alter termination of Tenant's tights 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 Eyebrow Sign was located to be restored to the condition existing Immediately prior to the placement of such sign (subject to ordinary wear and tear). Tenant shall reimburse Landlord for all of its costs incti red in connection therewith in accordance with Section 3 of this Exhibit "W above. The temps of this Section 4.2 of this Exhibit " K' shall survive the expiration or earlier termination of this Lease. 801 tVChle Cnuer Dr—Cffy u%Smrra.4 na Lease .I. Exhibit K EXHIBIT "L" STATE REQUIREMENTS I. If applicable, Landlord will provide a Seismic Certificate of Applicable Code in the form described in Schedule "L-I" with respect to seismic adequacy. 2. Landlord has provided the Accessibility Survey with respect to the Premises and the path of travel fnardto 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 idemilled in: (a) Form I (restriping ADA stalls); (b) Form 3A (item 2) (install an Intercom system that will alert dedicated personnel to assist those in need from the public sidewalk); (c) Form 13 (modify elevator panels to provide minimum toe kick clearance); and (d) Form IG (update the 2"d floor reslrooms). 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 Verified Report Form G following completion of construction. 901 WCivic Center Dr— 00-ofSmitto,Inn Leare .i. Exhibis K Schedule "Irl" Form of Scis mle Certilicote of Applicable Code [attached] 1346905 411234.1751 .1)_ STRUCTURAL A CIVIL ENOINEERS 14 November2016 BJ# 1610377 William Lee, Vice President Ocean West Capital Partners 315 W. 9" Street, Suite 808 Los Angeles, CA 90015 Subject: Seismic Certificate for California Department ofGeneral Service 801 Civic Center Drive Dear Mr. Lee: Attached please find the Seismic Certificate requested by California Department of General Service (DGS) for the 4 story building at 801 Ovlc Center Drive, Santa Ana, CA 92701. The building was constructed In about 1983. The certificate states that this building was designed to meet the 1976 or subsequent editions of the Uniform Building Code and does not have any one of the enumerated characteristics or conditions listed in the certfi®te. The building has the condition of: • Welded steel moment frames (WSMF) that constitute the primary seismic force -resisting system for the building, and • the structure was designed to Lode requirements preceding those of the 1997 edition of the Uniform Building Code, However, the building has not: experienced an earthquake of sufiident magnitude and site peak ground motions that Inspection Is required when any of the conditions of Section 3.2 of FEMA 352 Indicate an Investigation of beam -column connections is warranted The certificate does not require any analysis of the building or any comparison to the latest Building Code. Any soft story, discontinuity or Irregularity that may be present in the building may affect the performance of the building In the event of a large earthquake. Our professional services have been performed With the intent to meet the degree of rare and skill ordinarily exercised by reputable structural engineers pracdcing In this or similar localities. No other warranty, expressed or implied, is made as to the professional advice or opinions included in this report, If you have any questions regarding Information presented in this letter or the attached certificate, please feel free to contact us. Sincerely, BRANDOW & JOHNSTON, INC Ryan Shoff, SWLEEP Princl I Attachment: Seismic Checklist Seismic Certificate G:\16\1610377 Ocean West 801 W Civic Cntr Santa Ana Seismic Cert\161.0377 801 W Civic Center Seismic Certificate letter.doc 18831 Von Karman Avenue Suite 240 Irvine CA 92612 Tel. (949) 862-8500 Fax (949) 955-0794 Seismic Certificate of Applicable Code I am a State of California licensed structural engineer, civil engineer or architect and certify that the building located at; 801 Civic Center Drive, Santa Ana, CA 92701, was reviewed by me. This certification was either prepared by me or the bulk of work was performed under my direct supervision. I have no ownership interest in the subject property. A Certificate of Applicable Code may be provided If the entire building was constructed under a permit approved by the local jurisdiction and was designed to meet one of the following requirements: ❑199B 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, orpost-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 352Indicate 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 06130/17 11/1412016 Signature Date Comment: For a building not qualifying under the above criteria; an Independent Review must be performed. RELPS Option 2 30 April 09 SEISMIC SCREENING CHECKLIST Reviewer Name Total Bldg..Sq. Ft. Total Lease Sq.Ft. Hours of Use i Retrofit since 1976 No further screening required if documentation of retrofit Is provided 2 A4 Ty e. of Building A pe qfCon 'stru . ctlon Tilt -Up Pro 033 8 1933 to 1976 Post 1976 Score Masonry 10 8 1 Reinforced Concrete 7 6 1 Wood Frame 3 2 1 Steel 7 3 1 3 Max. number of stories allowable for screening is 6. Assign one point per story, La., I min., 6 max. 4 Assign points as indicated for counties as grouped In a, b, & cbelow (a) 12 points In Los Angeles, West 1/3 of San Bernardino, 12 Contra Costa, Riverside, Santa Clara, Alameda, Ventura, San Francisco, Morin (b) 9 points In Sonoma, Santa Barbara, San Mateo, 9 9 Orange, San Diego, Inyo, San Luis Obispo, Napa, Kern, Monterey, Solano, Humboldt, Mendocino (c) 3 points to all other counties not listed above. 3 990M a 7 10 7 1 7 All other configurations 6 C , onfigy'ration. (P I I I an View). 3 7 7 7 7 7 Visible Defects Subjective scoring: 10points max. assignable for all defects observed. The following list is of typical things to look for. a Dry rot; look for water stains on ceiling tiles and walls. b Damaged foundations; look for large cracks and misalignment c Sagging or shifted beams; look for bowing In center, check for position (parallel) relative to other members d Tilted walls or columns a Corrosion of steel; look for rust, flaking, etc. Check for water stains, I Cracks greater than 1/84 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. C.Py d sm'"C C Cwot-w.[SdAs Solt LduIa "L-2" A cccssihility Survey (ntlnched) 80111'Ciide Cmaer Dr—Cip-efSunnr.4nn Leave _I- Exhibit K h March 10, 2017 Mr, William Lee Vice President Ocean West 315 W. 9th Street, Suite 808 Los Angeles, CA 90015 RE: 801 W. Civic Center, Santa Ana —Accessibility Checklist RESD Project Numbers 142056 Dear William, 6= HAK.1 Parkway C(lvmcaR CA WIM S 1 o3713 SY_ 615 BW M Rower sveel, tkAw ioo Lne Msukm.CAo00i1 21GIR_9 14rn ta'A'1 Vt Kxram Avw e.,SUYe i2a k*%q CAWG12 $A794 tWF 6x'Frv� 61ersmF Kies', taoh. xieae,CAcABiita 41s,'louFu 4MUS Rawl sauayswa too 1ee6r4 Nox✓w MIN a a.. I.txn t2o Exit 2avd ak"k aa' FW r New Yarn NY 10010 41U120M v Aaixaaxn Upon review of the accessibility checklist and survey of the site conditions, below is a summary of our findings and recommendations for correcting the non -compliant hems. In particular, remedlatlon work for 3 specific items on the list would have signiflcant Impacts on other aspects of the building. Such Impact is listed for your consideration. Parking (Form 1) Item t thru 4 o Restripe parking, relocate orrework parking surface Exterior Routes of Travel (Form 3A) o ItemI—Condition does not apply if accessible parking Is relocated o Item 2 —Alternate provision to provide an Intercom system that will alert dedicated personnel to assist those In need Exterior Routes of Travel (Form 3B) Items 1 thru 2 o Condition does not apply If accessible parking is relocated ..i Curb Ramps (Form 4) Items 1 thru 2 o Condition does not apply if accessible parking is relocated Drinking Fountains (Form 5) o Drinking fountains are not required if tenant spaces have potable water access of occupants. Ramps (Form 7) o Condition does not apply If accessible parking is relocated .� Stairs (Form 8) o Stair risers are Y.." higher than code maximum. Remediation would require the reconstruction of the stairwells. The California building code has an explicit exception that would allow for such condition (118-210.1 Exception:2) provided DGS accepts this as hardship. Building Entrances and Exits (Form 10) o Provide required signage and adjust door closer $01 WCiric Center Dr—Chy ofSwfutA uLeave .I. F.<hihaK 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 0 Toilet Facilities (Form 16) o Rework as required 11 Signage (Form 19) o Providesignage as required C: Alarms (Form 20) o Rework fire extinguisher cabinet Sincerely, Dickson 01, AIA Project Manager Page12 13WO5.4/ I23J. t751 .2_ EXHIBIT "M" APPROVED GOVERNMENTAL, ENTITIES Slate ofCallfornia—Employment Development Department Stale of California —Department ofRehabiiitallon County of Orange— Social Services Agency SER lobs for Progress —Title V Grant; Private Non -Profit Rancho Santiago Community College District - Santa Ana College Goodwill Industries CornerstonelJob Corps ,101 WClvie Corner Do- C(fj� ofSrnun Arra Leave .l _ Exhibit R TABLE OF CONTENTS Lam ARTICLE1 - DEFINITIONS ............................. ..................................... ............. .......... ................. .............. ............................... I.......... I ARTICLE 2 - LEASE OF PREMISES; COMMON AREAS; PARKING; SIGNS.................................................................................3 ARTICLE 3- DELIVERY; COMMENCEMENT;TERM;SURRENDER; HOLDING OVER............................................................4 ARTICLE4- RENT AND OTHER CHARGES.....................................................................................................................................4 ARTICLE5 - TENANT'S TAXES.................................................................................................................—..........-.......,......I..........5 ARTICLE6- SECURITY DEPOSIT...........................................................................................................................I..........................5 ARTICLE7• USE OF PREMISES.........................................................................................................................................................5 ARTICLE8- UTILITIES AND SERVICES..........................................................................................................................................6 ARTICLE9- MAINTENANCE AND REPAIRS..................................................... "............... ........ .... ... .... ,.... ,.................... I ........... I ... 6 ARTICLE10- ALTERATIONS...............................................................................................................................................................6 ARTICLEII - ASSIGNMENT AND SUBLETTING..............................................................................................................................7 ARTICLEI2. SUBORDINATION AND ATTORNMENT; ESTOPPEL CERTIFICATES; FINANCIAL STATEMENTS ................a ARTICLEI3- CASUALTY;TAKING...................................................................................................................................................8 ARTICLE 14- INDEMNIFICATION AND INSURANCE......................................................................................................................9 ARTICLE 15- EVENTS OF DEFAULT AND REMEDIES....................................................................................................................9 ARTICLE 16 - LANDLORD'S DEFAULT; LANDLORD'S LIABILITY............................................................................................ 10 ARTICLE17- MISCELLANEOUS................................................................................—....................................................................10 EXHIBIT"A" Depiction ofthe Premises EXHIBIT"B" Notice of Lease Term Dales EXHIBIT"C" Work Letter Agreement EXHIBIT "D" Rules and Regulations EXIIIBIT"E" Additional Rent EXHIBIT"F" Services and Utilities EXHIBIT"G" Insurance Requirements EXHIBIT"H" Remedies EX14IBIT"1" Forni of Tenant Estoppel Certifica(e EXHIBIT"J" Options EXHIBIT"K" Eycbrow Sign EXHIBIT "L" State Requirements EXHIBIT "M" Approved Governmental Entities 901 W Clrie Censer Dr—Cip- ofSnam -Ian Leave 4- Tubte of Content; Attachment 6 O H A N G E C V U M TY Occommunity Resources Our community. our Comm)tmenr STLAN WRISMT DIRECTOR OC COTIMUNTTY RESOURCES DEPUTY DIAECTOR DC COMHUkITY RESOURCES 14M KAVIAM1 DIRECTOR CC ANIMAL CARE CTMMETMA ATIOMSDM INTERIM DIRECTOR kOUSM AND CDmmuwTY CEVEtWMENT AND HOMELESS SRVKTs RIEECE IIAMIRIE DIRECTOR DC COMMUNITY SERVICES STACT SLACILWOOD DIRECTOR DC PARRS IWRRY TOTH ACTIgO COUNTY USAARIAN DC PUBLIC LIBRARIES t.%C CommunityServices 13DO soon+ DRARC, SLOG. R SAWA ANA, CA 92705 W4W: 714.480.6550 TAR: 714.480.2978 February 21, 2019 Debra J Baetz, Director County of Orange Social Services Agency 550 N. State College Blvd. Orange, CA 92868 Dear Ms. Baetz: Re: Workforce Innovation and Opportunity Act Memoranda of Understanding (MOU) The Orange County Development Board/Orange County Community Services has no objection to SSA entering into a MOU directly with the Santa Ana Workforce Board. This letter shall supersede the following MOU's currently in place: 1) Phase I MOU between the Orange County Development Board, Santa Ana Workforce Development Board and Orange County Social Services Agency, executed on June 28, 2016; 2) Phase II MOU between the Orange County Development Board, Santa Ana Workforce Development Board and Orange County Social Services Agency, executed on September 1, 2017. Please don't hesitate to contact me should you have any additional questions or concerns. Resp ully, Re 'ee Ramirez, Dire Date OC Community Se Ices