HomeMy WebLinkAboutEMPLOYMENT DEVELOPMENT DEPARTMENT (4)c •'
Unemployment Insurance
INSURANCE NOT REQUIRED
WORK MAY PROCEED
CLERK OF COUNCIL
DATEe MAR 0 9 2023
MEMORANDUM OF UNDERSTANDING
1) LEGAL AUTHORITY
A-2022-149-01
&'. CDA lei (A\))The Workforce Innovation and Opportunity Act ("WIOA") sec. 121(c)(1) requires that each Local
[Deboruhg) 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 of Santa Ana, the Santa Ana Workforce Development Board
("SAWDB"), and the Employment Development Department Wagner Pevser and Employment
Development Department Unemployment Insurance (EDD), 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 EDD, 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 July 1, 2022 ("Effective Date"), and terminate June 30, 2023,
unless earlier terminated pursuant to the provisions of Paragraph 32 of this MOU; however, the
Parties shall be obligated to perform such duties as would normally extend beyond this term,
including, but not limited to, obligations with respect to indemnification, reporting and
confidentiality.
This MOU will remain in effect until the termination date, unless one of the conditions in
Paragraph 32 occurs.
5) MODIFICATIONS AND REVISIONS
This MOU and its Attachments 1, 2, 3, 3-1, and 4, as well as the Office Lease for the AJCC
referenced and incorporated herein, 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
(Closed on major holidays)
The AJCC is currently located at the Santa Ana WORK Center ("SAWC") as described in the
Location of AJCC and all Partners, attached herein as Attachment 1 and incorporated herein by
reference. Santa Ana ranks as the fourth densest city in the entire nation. SAWC, through its central
location in downtown Santa Ana, shall provide and/or coordinate WIOA services to individuals,
providing them with the necessary skills to participate in building a world -class workforce in Santa
Ana. The SAWC offers the community a variety of informational, employment and training
services based on individual needs. Those needs are met by the combined efforts of the SAWC
Partners as described by the Santa Ana AJCC Partner Services, included herein as Attachment 2
and incorporated herein by reference.
B. SERVICES PROVIDED AT THE SANTA ANA WORK CENTER
Services and referrals provided at the SAWC by AJCC Partners may include, but are not limited
to, the following:
1. Basic Career Services:
a. Eligibility determination;
b. Outreach, intake, and orientation to information and services;
c. Initial assessment of skill levels, including: literacy, numeracy, and English
proficiency; and, aptitudes, abilities, and support service needs;
d. Labor exchange services, including:
i. Job vacancy listings in labor market areas;
ii. Information on job skills needed to obtain the vacant jobs; and,
iii. Information relating to in -demand occupations, including earnings and
opportunities for advancement;
e. Provision of performance and program cost information on the Eligible Training
Provider List ("ETPL") eligible programs by program and type of provider
f. Provision of information in acceptable formats and languages that identify actual
performance against performance accountability measures
g. Provision of information related to support services
h. Provision of information and assistance in filing Unemployment Insurance claims;
and,
i. Assistance in establishing eligibility for programs of financial aid assistance for
training and education programs not funded through WIOA.
2. Individualized Career Services:
a. Comprehensive and specialized assessment of skill levels and service needs
including: Diagnostic testing; and, other assessment tools;
b. In-depth interview and evaluation to determine barriers and goals;
c. Development of Individual Employment Plan (IEP) to identify goals, objectives,
and services;
d. Group counseling;
e. Individual counseling;
f. Career planning;
g. Short -tern pre -vocational services, including: development of learning skills;
communication skills; and, other soft skills to prepare individuals for employment
or training;
ld
h. Workforce preparation activities, including: basic academic; and, obtaining other
skills necessary for successful transition into postsecondary education, training or
employment;
Financial literacy services; and,
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
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
training Services;
related instruction, which may
with any of the aforementioned
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 ofApplicable 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;
The Jobs for Veterans Act (Public Law 107-288) pertaining to priority of service in
programs funded by the U.S. Department of Labor;
vi. Training and Employment Guidance Letter (TEGL) 37-14, Update on Complying with
Nondiscrimination Requirements: Discrimination Based on Gender Identity, Gender
Expression and Sex Stereotyping are Prohibited Forms of Sex Discrimination in the
Workforce Development System and other guidance related to implementing WIOA sec.
188;
vii. The Non-traditional Employment for Women Act of 1991;
viii. The Age Discrimination Act of 1967, as amended;
ix. The Age Discrimination Act of 1975, as amended;
X. Title IX of the Education Amendments of 1972, as amended;
xi. The Family Educational Rights and Privacy Act (FERPA) (20 U.S.C. § 1232g; 34 CFR
part 99);
xii. Title IX of the Education Amendments of 1972, as amended;
xiii. Confidentiality requirements governing the protection and use of personal information held
by the VR agency (34 CFR 361.38);
xiv. The confidentiality requirements governing the use of confidential information held by the
State UI agency (20 CFR part 603); and,
xv. All amendments to each, and all requirements imposed by the regulations issued pursuant
to these acts.
The Parties agree to inform each other immediately when a customer violates an established policy
that would require them to be banned from the center or activity that requires policy intervention.
8) COLLOCATED AJCC PARTNER RESPONSIBILITIES
Partner commits to collocation of staff, as appropriate, and to providing other professional learning
opportunities that promote continuous quality improvement. Partner will further promote system
integration to the maximum extent feasible through:
a. Effective communication, information sharing, and collaboration with the AJCC operator;
b. Joint planning, policy development, and system design processes;
c. Commitment to the joint mission, vision, goals, strategies, and performance measures;
d. The design and use of common intake, assessment, referral, and case management
processes;
e. The use of common and/or linked data management systems and data sharing methods, as
appropriate;
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.
Partner shall provide applicable career services to clients as set forth in the Santa Ana AJCC
Partner Services.
9) REFERRALS
The primary principle of the referral system is to provide integrated and seamless delivery of
services to workers, job seekers, and employers. In order to facilitate such a system, Partners will
ensure and agree to:
a. Familiarize themselves with the basic eligibility and participation requirements, as well as
with the available services and benefits offered, for each of the Partners' programs
represented in the AJCC network;
b. Develop materials summarizing their program requirements and making them available for
Partners and customers;
c. Develop and utilize common intake, eligibility determination, assessment, and registration
forms, as appropriate;
d. Provide substantive referrals to customers who are eligible for supplemental and
complementary services and benefits under Partner programs;
e. Regularly evaluate ways to improve the referral process, including the use of customer
satisfaction surveys;
f. Commit to robust and ongoing communication required for an effective referral process;
g. Commit to actively follow up on the results of referrals and assuring that Partner resources
are being leveraged at an optimal level;
h. Ensure that intake and referral processes are customer -centered with the intent to provide
high quality customer service;
i. Ensure that general information regarding AJCC programs, services, activities, and
resources shall be made available to all customers as appropriate;
j. Ensure that referrals will be made via email or other electronic means;
k. Ensure that referrals will include a direct link or access to other AJCC Partner staff that
can provide meaningful information or service, through the use of co -location, or real-time
technology (two-way communication and interaction with AJCC Partners that results in
services needed by the customer); and,
1. Ensure that the referral process will include specific staff name, the activity required,
desired outcome and a method for communicating back to the referring agency that the
service need was addressed.
10) SUPERVISION/DAY TO DAY OPERATIONS
a. Day -to -Day Supervision
The day-to-day supervision of staff assigned to the AJCCs will be the responsibility of the site
supervisor(s). Partner will continue to set the priorities of its staff assigned to the AJCC. Any
change in work assignments or any concerns involving the responsibilities of the parties which
occur at the worksite will be handled by the site supervisor(s) and Partner management.
b. Santa Ana WORK Center Hours of Operation
The SAWC is open for business: Monday through Friday from 8:00 am until 5:00 pm (Closed on
major holidays).
c. Partner Staff Office Hours
The office hours for Partner staff at the AJCC will be established by the Partner. All Partner staff
will comply with their corresponding holiday schedule and will provide a copy of their holiday
schedule to the SAWDB and SAWC at the beginning of each fiscal year.
d. Building Accessibility
All Partner staff assigned to the SAWC will be issued an access card to SAWC suite 200 and a
parking lot pass that allows them to enter and exit the parking lot. It is all individual staffs
responsibility to keep them secure. Should they damage or lose them they can be replaced 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 thejob 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);
Reduces overhead costs for any one Partner by streamlining and sharing financial,
procurement, and facility costs;
d. Ensures that costs are appropriately shared by AJCC Partners by determining contributions
based on the proportionate use of the AJCC centers and relative benefits received, and
requiring that all funds are spent solely for allowable purposes in a manner consistent with
the applicable authorizing statutes and all other applicable legal requirements, including
the Uniform Guidance; and,
e. All parties will meet and confer regarding replacement, acquisition, cleaning and
maintenance of furnishings.
The parties consider this AJCC operating budget the master budget that is necessary to maintain
the SAWDB's high -standard AJCC. It includes the following cost categories, as required by
WIOA and its implementing regulations:
a. Infrastructure costs (also separately outlined below in the Infrastructure Funding
Agreement);
b. Career services; and
c. Shared services.
All costs must be included in the MOU, allocated according to the AJCC Partner's proportionate
use and relative benefits received, reconciled every six (6) months against actual costs incurred,
and adjusted accordingly. The AJCC operating budget is expected to be transparent and negotiated
among Partners on an equitable basis to ensure costs are shared appropriately. All Partners must
negotiate in good faith and seek to establish outcomes that are reasonable and fair. All Partners
must adhere and reference the rules and regulations included in the executed Office Lease,
incorporated herein by reference.
12) INFRASTRUCTURE FUNDING AGREEMENT
The Infrastructure Funding Agreement ("IFA") contains the infrastructure costs budget that is an
integral component of the overall AJCC operating budget. The IFA is a mandatory component of
the local MOU, described in WIOA sec. 121(c) and 20 CFR 678.500 and 678.755. The IFA
contains the AJCC Comprehensive Infrastructure Budget, and Other System Cost Budget, included
herein as Attachment 3 and incorporated herein by reference, that is an integral component of the
overall AJCC operating budget. The other component of the IFA is the Applicable Career Services,
attached herein as Attachment 3-1 and incorporated herein by reference, which includes the shared
operating costs and shared services. The overall AJCC operating budget includes the
Comprehensive Cost Allocation and Partner Contributions, attached herein as Attachment 4 and
incorporated herein by reference.
AJCC infrastructure costs are defined as non -personnel costs that are necessary for the general
operation of the AJCC, including, but not limited to:
a. Rental of the facilities;
b. Utilities and maintenance;
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c. Equipment, including assessment -related products and assistive technology for individuals
with disabilities; and,
d. Technology to facilitate access to the AJCC, including technology used for the center's
planning and outreach activities.
Changes in the AJCC Partners or an appeal by an AJCC Partner's infrastructure cost contributions
will require an amendment of the MOU.
13) COST ALLOCATION METHODOLOGY
The purpose of this infrastructure cost sharing methodology is to summarize, in writing, the
methods and procedures that the SAWDB will use to share costs with the AJCC Partner. The
AJCC Partner agrees that it will be charged on a monthly basis according to the following cost
sharing methodology, and that monthly payment will be submitted within the first ten (10) calendar
days of each month.
14) INFRASTRUCTURE COST ALLOCATION METHODOLOGY
a. Rent Costs: Rent costs shall be based only on the base rent. The base rent is derived from
the total assigned square footage, calculating the percentage of usage by AJCC Partner and
applying that percentage to the common area square footage. Assigned square footage plus the
percentage of common area square footage equals total square footage for each AJCC Partner.
Total square footage for each AJCC Partner multiplied by the base rent per square foot equals total
base rent for each AJCC Partner as indicated in the AJCC Comprehensive Infrastructure Budget,
and Other System Cost Budget and the Comprehensive Cost Allocation and Partner Contributions.
The base rent has an annual increase of no more than 3% over the five-year life of the Office Lease
document, incorporated herein by reference.
b. Utilities and Maintenance: This section includes only telephone services, which includes
voice -mail on AJCC Partners' phones. Costs for staff phones are charged based on the AJCC
Partner's assigned space. Common area phones will be charged according to space allocation.
c. 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-Fi and other technology charges are allocated based on the percentage of total
space allocated. Access Card System installation and programing of the key card system, Data &
Phone cabling and Switches will be a monthly charge to all collocated Partners based on allocated
space.
15) INFRASTRUCTURE CONTRIBUTIONS
The AJCC Partner may provide cash, non -cash (in- kind), and third -party in -kind contributions to
cover its share of infrastructure costs. In -kind contributions cannot be used to fund non-
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infrastructure costs (such as personnel), and must be valued consistent with Uniform Guidance
Section 200.306 to ensure such contributions are fairly evaluated and qualify for the AJCC
Partner's proportionate share.
If third -party in -kind contributions are made to support the AJCC as a whole (such as facility
space), that contribution will not count toward the AJCC Partner's proportionate share of the
infrastructure. Rather, the value of the contribution will be applied to the overall infrastructure
budget prior to determining proportionate amounts and thereby reduce the contribution required
for all AJCC Partners.
a. Cash
Cash funds provided to the SAWDB, or its designee, by AJCC Partners, either directly or by an
interagency transfer, or by a third party.
h. 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.
e. 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. Thi:
budget must include each of the Partner's costs for the service delivery of each applicable career
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service and a consolidated system budget for career services applicable to more than one Partner
as indicated in the Comprehensive Cost Allocation and Partner Contributions.
AJCC Partners understand that while only collocated Partners share infrastructure costs, at this
time, all AJCC Partners must share in other System costs through non -cash (in -kind)
contributions as set forth herein.
17) DATA SHARING
Parties agree that the use of high -quality, integrated data is essential to inform decisions made by
policymakers, employers, and job seekers. Additionally, it is vital to develop and maintain an
integrated case management system, as appropriate, that informs customer service throughout
customers' interaction with the integrated system and allows information collected from customers
at intake to be captured once.
Parties further agree that the collection, use, and disclosure of customers' personally identifiable
information (PII) is subject to various requirements set forth in Federal and State privacy laws.
Partners acknowledge that the execution of this MOU, by itself, does not function to satisfy all of
these requirements.
All data, including customer PII, collected, used, and disclosed by Partners will be subject to the
following:
a. Customer PII will be properly secured in accordance with the SAWDB's policies and
procedures regarding the safeguarding of PII;
b. The collection, use, and disclosure of customer education records, and the PII contained
therein, as defined under FERPA, shall comply with FERPA and applicable State privacy
laws;
c. All confidential data contained in Unemployment Insurance wage records must be
protected in accordance with the requirements set forth in 20 CFR part 603;
d. All personal information contained in Vocational Rehabilitation records must be protected
in accordance with the requirements set forth in 34 CFR 361.38;
e. Customer data may be shared with other programs, for those programs' purposes, within
the AJCC network only after the informed written consent of the individual has been
obtained, where required;
f. Customer data will be kept confidential, consistent with Federal and State privacy laws and
regulations; and,
g. All data exchange activity will be conducted in machine readable format, such as HTML
or PDF, for example, and in compliance with Section 508 of the Rehabilitation Act of 1973,
as amended (29 U.S.C. § 794 (d)).
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All AJCC and Partner staff will be trained in the protection, use, and disclosure requirements
governing PII and any other confidential data for all applicable programs, including FERPA-
protected education records, confidential information in UI records, and personal information in
VR records.
18) CONFIDENTIALITY
All parties expressly agree to abide by all applicable Federal, State, and local laws and regulations
regarding confidential information, including PII from educational records, such as but not limited
to 20 CFR Part 603, 45 CFR Section 205.50, 20 USC 1232g and 34 CFR part 99, and 34 CFR
361.38, as well as any applicable State and local laws and regulations.
Each party will ensure that the collection and use of any information, systems, or records that
contain PII and other personal or confidential information will be limited to purposes that support
the programs and activities described in this MOU and will comply with applicable law.
Each party will ensure that access to software systems and files under its control that contain PII
or other personal or confidential information will be limited to authorized staff members who are
assigned responsibilities in support of the services and activities described herein and will comply
with applicable law. Each party expressly agrees to take measures to ensure that no 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 party's 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.
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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 HARMLESSANDEMNIFICATION/LIABILITY
In accordance with provisions of Section 895.4 of the California Government Code, each signatory
hereby agrees to indemnify, defend and hold harmless all other signatories identified in this MOU
from and against any and all claims, demands, damages and costs arising out of or resulting from
any negligent acts or omissions which arise from the performance of the obligations by such
indemnifying party pursuant to this MOU. In addition, except for Departments of the State of
California which cannot provide for indemnification of court costs and attorney's fees under the
indemnification policy of the State of California, all signatories to this MOU agree to indemnify,
defend and hold harmless each other from and against all court costs and attorney's fees arising
out of or resulting from any negligent acts or omissions which arise from the performance of the
15
obligations by such indemnifying party pursuant to this MOU. It is understood and agreed that all
indemnity provided herein shall survive the termination of this MOU.
25) SEVERABILITY
If any part of this MOU is found to be null and void or is otherwise stricken, the rest of this MOU
shall remain in force.
26) DRUG AND ALCOHOL -FREE WORKPLACE
All parties to this MOU certify they will comply with the Drug -Free Workplace Act of 1988, 41
U.S.C. 702 et seq., and 2 CFR part 182 which require that all organizations receiving grants from
any Federal agency maintain a drug -free workplace. The recipient must notify the awarding office
if an employee of the recipient is convicted of violating a criminal drug statute. Failure to comply
with these requirements may be cause for suspension or debarment under 2 CFR part 180, as
adopted by the U.S. Department of Education at 2 CFR 3485, and the U.S. Department of Labor
regulations at 29 CFR part 94.
27) CERTIFICATION REGARDING LOBBYING
All parties shall comply with the Byrd Anti -Lobbying Amendment (31 U.S.C. Section1352), 29
C.F.R. Part 93, and 34 CFR part 82, as well as the requirements in the Uniform Guidance at 2 CFR
200.450. The parties shall not lobby federal entities using federal funds and will disclose lobbying
activities as required by law and regulations.
28) DEBARMENT AND SUSPENSION
All parties shall comply with the debarment and suspension requirements (E.0.12549 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).
16
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, Implementing the Salary and Bonus Limitations in Public Law 109-
234, TEGL 17-15, Workforce Innovation and Opportunity Act (WIOA) Adult, Dislocated Worker
and Youth Activities Program Allotments for Program Year (PY) 2017; Final PY 2017 Allotments
for the Wagner-Peyser Act Employment Service (ES) Program Allotments; and Workforce
Information Grants to States Allotments for PY 2017, Public Laws 114-113 (Division H, title I,
Section 105) and 114-223, and WIOA section 194(15)(A), restricting the use of federal grant funds
for compensation and bonuses of an individual, whether charged to either direct or indirect, at a
rate in excess of the Federal Office of Personnel Management Executive Level II.
32) TERMINATION
This MOU will remain in effect until the end date specified in section 4 above, unless:
a. Federal oversight agencies charged with the administration of WIOA are unable to
appropriate funds or if funds are not otherwise made available for continued performance
for any fiscal period of this MOU succeeding the first fiscal period. Any party unable to
perform pursuant to MOU due to lack of funding shall notify the other parties as soon as
the party has knowledge that funds may be unavailable for the continuation of activities
under this MOU;
b. WIOA is repealed or superseded by subsequent federal law;
c. Local area designation is changed under WIOA; and,
d. A party breaches any provision of this MOU and such breach is not cured within thirty (30)
days after receiving written notice from the SAWDB Chair (or designee) specifying such
breach in reasonable detail. In such event, the non -breaching party(s) shall have the right
to terminate this MOU by giving written notice thereof to the party in breach, upon which
termination will go into effect immediately.
In the event of termination, the parties to the MOU must convene within thirty (30) calendar days
after the breach of the MOU to discuss the formation of the successor MOU. At that time, allocated
costs must be addressed.
This MOU is of no force or effect until signed by authorized representatives of the participating
parties, and approved by the Chief Local Elected Official or his/her designee. The MOU, once
signed, becomes part of the local WIOA Plan. Any party may withdraw from this MOU by giving
written notice of intent to withdraw at least thirty (30) calendar days in advance of the effective
withdrawal date. If agreed to by all parties, the timeframes for notice may be reduced or extended.
Notice of withdrawal shall be given to the SAWDB at the address listed in the signed attachments
of this MOU, and to the contact person so listed, considering any information updates received by
the parties, a courtesy notification shall be made to all parties of this MOU in a timely manner.
33) NOTICES
All notices, requests, claims, correspondence, reports, statements authorized or required by this
Agreement, and/or other communications shall be addressed as follows:
17
City of Santa Ana: City of Santa Ana
Administration Services
801 W. Civic Center Dr., Suite 200
Santa Ana, CA 92701
Partner: Employment Development
Department
801 W. Civic Center Dr., Suite 200
Santa Ana, CA 92701
j,111►[. aLTJ- ►[N d
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
THIS MEMORANDUM OF UNDERSTANDING is hereby signed and agreed to on the date first
written above.
FOR THE CITY OF SANTA ANA
Recommended for Approval:
Michael L. Garcia, Executive Director
Community Development Agency
City of Santa Ana:
Kristine Ridge, City Manager
Approved as to Form:
Sonia R. Carvalho, City Attorney
Ryan, O. Hodge, Assistant City Attorney
FOR SANTA ANA WORKFORCE DEVELOPMENT BOARD
Workforce DeVeropment Board Chair
FOR AMERICA'S JOB CENTER OF CALIFORNIA PARTNER
Employment Development Department Wagner Peyser & Unemployment Insurance
�6 c 7-am, ez
Rob Claudio Tam G nflor
Deputy Division Chief
Employment Development Administrator
19
Attachment 1
AJCC Partners Location and Map
Partner Program
Partner
Authorization/Category
Physically
Organization
Co -Located
Title I Adult, Dislocated
City of Santa Ana
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
Department (EDD)
Act (29 U.S.C. 49 et seq.), also providing the
Yes
state's public labor exchange.
Employment
Veterans
Development
Jobs for Veterans State Grants (JVSG),
Yes
Department (EDD)
authorized under chapter 41 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 ( 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
Rehabilitation Services
Rehabilitation Act of 1973 (29 U.S.C. 720 et
Yes
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
United American Indian
Indian and Native American Programs (Section
Programs
Involvement, Inc.
166)
No
Housing & Urban
Santa Ana Housing
Housing & Urban Development (HUD)
Development
Authority
Yes
Adult Demonstration
Orange County
Reentry Employment Opportunities (EO)
Sheriff's Department
programs authorized under sec. 212 of the
No
Second Chance Act of 2007 (42 U.S.C. 17532)
and WIOA sec. 169
Attachment 1
AJCC Partners Location and Map
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Attachment 3
Santa Ana Workforce Development Board
A1CC Comprehensive Infrastructure Budget, and Other System Cost Budget
Category/ Line Item I Cost Details
Rent
Cost 12%of Rent
Fee 11.76%of Rent
Services Per Person
Maint anc
Voice Mail
Phones I by usage persentage
(Annual)
Phone System
Card
Data & Phone Cabling
Month (Annual)
EDD
9,548.00
5188%
Monthly
Charges
Monthly
property
Rent
Total
Monthly
Rentand
Equipment
Cost
$24,341.55
$24,341.55
$486.83
$486.83
$428.41
$428.41
$1,105.00
$1,105.00
$108.12
$108.12
$2,551.98
$2,551.98
$3,765.10
$0.00
$3,765.10
$0.00
0.00
0.00
0.00
0.00
0. 0
$0.00
$0.00
$0,00
$62.96
$62.96
$55.32
$55.32
$35,57
$35.57
$153.86
$0.00
$153.86
3, 960.59.
5, 256.80I
29,217.
***Copiers are leased equipment and are charged by
percentage. Additional charge jar usage will be calculated $ 47,527.04 5/182022 9:40 AM
and charged
Attachment 3-1
APPLICABLE CAREER SERVICES
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 delivered in -person or virtually.
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
EDD
Career Services:
$1,153,389.32
• Eligibility Determination (1)
$13,931.00
• Outreach, Intake and Orientation (2)
(EDD UI)
• 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(IO)
• 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
$294,001.20
• 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 $512,617.47
• Employer needs assessment (1)
• Job posting (2)
• Applicant pre-screening (3)
• Recruitment assistance (4)
• Training assistance (5)
• Labor Market Information (6)
• Employer information and referral (7)
• Rapid Response and Layoff Aversion (8)
Total Career Service Cost $1,960,007.99
$13,931.00
(EDD UI)
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A-2017.264
Attachment 5
OFFICE LEASE
THIS OFFICE LEASE ("Lease") is made and entered into by slid between CF SANTANA, LLC, a Delaware limited liability company
("Landlord") slid the Tonsnt dasaribed In jjMja of the Basic Lease Provisions as of the Efl'eolfve Dale,
BASIC LEASE PROVISIONS
1, Tenant: THE CITY OF SANTA ANA, a charter city and municipal corporation,
2• Description of Prujectt Building;
Premisesl
2.1 • Project; As used herein, the "Project" means that certain cammomial Chico building ptnjeet, with all common
areas and appurtenant parking foollites, located nt 801 West Civic Drive, Santa Are, Caliibrnia, and
containing the Building, end any other building Improvements located on the parcel Of rent property on
which the Building Is located,
2,2 Building; As used herein, the "Building" means the commareial oftice building located at and emnntoniy known
as 801 West Civic Drive, Santa Ane, California,
2.3 Rentabla Aren of Buildtag: 124,166 rentable square feet (" RSIM)
2.4 Premises: A portion of the second (2") near of the Building known as Suite 200, as depicted all Exhibit "A"
attached hereto.
2.5 Rentable Area of Promises: 19,321.RSF•
3. Term:
3,1 Target Delivery Date;
April 1,201S.
3.2 Commmtcemoot Date:
The Delivery Date.
33 Initial Terns
Approximately sixty (60) months, oomotencing on the Commencement Date and ending on the last day
of the calendar monde in which the data that is sixty (60) months after the Connnennameul Data occurs.
3.4 Options to extend the Term:
Two (2) options to extend the Term for an fvaeasion Term or sixty (60) months, in accordance with
9e9timr322, below and Schedule "J-I"af Ex i iC"" attached hereto.
4. Base Real:
During the InitlaL Term, Base hoot shall he payable at the fbnowing rates;
Mouths Monthly Base Rental Rate Base Real
(M817/1oo) ($/]no)
I—t2 $2.2000 $42,506.20
13-21 $2,2660 $43,781.39
25—M6 $2.3340 $45,094.83
37-48 •$2.4040 $46A'17.67
-
49.60 $2.4761 $47,841.10
S. Additional Rent:
S.i Tenant's Percentage Shure.:
15.561%
5.2 BaseYeart
2018
G, Security Deposit:
None
7, rerntitted Use:
General Orrice Ilse and other luwftd incidental uses, consistent with a that class, high.rise commercial
0111ce project.
8. Parking Number:
The whole nundter CloscsL 10 the product of (a) the number of RSF contained in the Premises slid (b)
0.004 (such that it is agreed that the Parking Number with respect to the Initial premises is eighty-two
(82))•
9. Broken+:
Lee & Associates Realty Group Newport Beach, Inc., representing Tenant, and Jones Lung LaSalle
Brokerage, relmsenting Landlord,
10, Address !hr Payments:
All payments payable to Landlord wider this Leese shall be sent tw the rAlowing address nr to such other
101 WChle Cmuerlh•—City nJ',Sr NAna LCnre
II. Address for Notices;
11.1 To Tonantr
I L2 To Landlord;
address ns Landlord may designate, or by wire transfer.
Irby 011ce : I(bq wire trm/sferl
CF Santana LLC
a/c) Ocean West Management Services
33351 Collection Cenlcr Drive
Chlongo, 11. 60693-0333
Reference: City ol'Santa Ann/Suite 200
Prior to the Commencement Dane:
City of Santa Ana
Clerk of the Cmlllcl l
20 Civic Center Plaza, M,30
Santa Ana, CA 92702
Attn: [[ 1
Aftar the Co01mourment Date;
At the Premises:
Attn: Deborah Sanchez
CF Santana LLC
oto OW Management Services, Inc.
315 W. 914 Street, Sulte 80B
Los Angeles, California 90015
Attn: Ted Bisobak
Dank Name, Bank ofAmerloa N. A.
Bank Address; 100 W. 33rd Street
Now York, NY 100
Account Name; CF Santana LLC
AcctB; 4451112624
ABAM 111000012
Refotence: City of Santa Ana/Sulte 200
With, s eonv to:
City of Santa Ana
Clods of the Council
20 Civic Center Plaza, MM
Santa Ana, CA 92702
Attn: (t 11
With a copy to
City Attomey's Offioc — City of Santa Ano
20 Civic Center Plaza, M-29
Santa Ana, CA 92702
With a cony to:
Zulror Lawler & Del Dues LLP
777 South Figueroa, 37" Floor
Los Angeles, CA 90017
Attn: David B. Lambert, Tmq,
This Lease shall consist of the foregoing `Basic Lease Provisions", consisting of gams. i. 0trough 11 above, the "Standard Lease
Prevlstmis01 consisting of 'toles I Ihr'ouglt L Which follow, and rX111WIS "A" through "M" inclusive, all of which are lnoorpnrated herein by this
reference. Iu the event of any conflict between any of the Boole Lease Provisions and any of the Standmd Lease Peovintons, the Standard Lem
Provisions shall control. Any initially capitalized terms used hmein and not otherwise defined shall have die mcnnings set forth in the Standard
Lease Previsions,
dol IVC14c Cen(ar Dr—Vov nfSm la,lno Leary
STANDARD LEASE PROVISIONS
Lt RTTIC_LC I--DCrINiTIONS
1.1 "Additional Ront" means till aalouals Culler then Base Runt that are payable by Tenant to Landlord pursuant to this Lease,
wholher or net denominated as such.
1.2 "AI11114to" menus, with respect to any designated Person, ally Person that Is directly all Indirectly Controlled by, under common
Control with or that Controls such designated Person.
1.3 "Altorwiuns" moans any alterations, Additions, improvements, removal$ or repiucauents to the Premises (including, without
inritallen, the Tenant Improvements, irony) or any other portion orthe Building or Project.
1.4 "Approved Covernmanud Entities"means all of illogical and Comity agencies listed in Ear [bit "M' attached heroic,
1.5 "Base Rout" meats rental amounts that are payable by Tenant to Landlord pursuant to Section 4.1.1 below.
1.6 "Bnllding Systems" means the primary utility and mechanical systems, including, without limitation, the primary life safety,
electrical, hunting, ventilation and air conditioning (" 14VAC"), plumbing or sprinkler systems fa• the Building andfor the Project (And for the
svuidance of doubt, It is understood and agreed (lint the Building Systems do not; (1) include any portions of any suah systems and equipment that
are installed wlddn or that exclusively serves any particular rentable space in the Building or Prq(ect (such as, witbout limitation, any extension o•
distribution or services or till Ilies f tom the Building Systems serving suds space) or (b) any; (i.) supplemental or specialty electrical, mechanical,
Plumbing, heating, ventilation or air conditioning systems, fixtures or equipment; pi) supplemental or specialty fire, lire, safety or security systems,
fixtura or equipment; (ill) any video, nudio, cummmJiications or computersystums, fixtures or egniprnalt (inoludiag cabling)).
1.7 "Casualty" is defined in &Qtlon 13.1.1,
I's "Casualty Damage" is defined in &&shall
1.9 "Claims" means, collectively, cininns, losses, damages, obligations, liabilities, costs and expenses, including, but not limited to,
raasonobie attorneys' fees and legal ousts,
1110 "Common A rears" means the lobby, plaza and sidewalk mess, AcceAsways, Parking Paailitles, kind die area on individual floors in
the Building devoted to eon•ldors, titre vestibules, elevator$, fnyars, lobbies, electric aad telephone closets, restrooics, mechanical roans, Janitor's
duseto, call other similar facilities fill the benclit of all tenearts and Invitees and ahall also moan those areas of file Building devoted to mechanical
and service rooms servicing the Building.
commenceI,II s"Comparable Bnlldiags" means connparobia Class "A" office buildings in the Market At the time due Extension Term
1.12 "Control" or "Coat k'nlling" means possession of the direct or indirect power to direct or cause the direction of the ninnagemont
and policies of a Person, or ownership of any soli. .
1.13 "Damage Notlee" is defined in Section I3 I.I,
Lilt "Default Rate" means an annual rate of interest equal to lesser or; (a) eighteen percent (Is%) per mi urt or (b) the maximum
contract amount allowed by Law,
1.15 "Delivery Condition" means (And die Premixes shall be in Delivery Condition) upon Substwrdal Completion ofthe Premises.
1.16 "Delivery Date" nseans till, dale on which Landlord Leaders to'I'eueat delivery of possession of the Premises iu the Delivery
Condition; provided that )('[Ire dale on which the Pramises title i❑ Delivery Condition is delayed As result of sty Tenant Delays, then fr purposes of
determining tire Coumnercenient Dnte, the Delivery Use shot[ be dcenked to occur on the dale that the Pi'Cn'tt$e$ would have been in Delivery
Condition had such Tonant Delays not occurred, as reasonably determined by Landlord.
1.17 "Effeelive Doti" means the data upon which this Lease a Voculetl by Landlord, as Indicated beneath Landturd's signature block
below.
1.18 "Eneo nmbranoes" means liars, claims, stop notices And violation notices.
1.N "Environmental Laws" means and includes oil now and hereafter existing statutes, laws, ordinances. codes, regulators. Ades,
railings, Orders, d='Lfui, dik'CCLlvea, policies And IegnlrCaienla by any rederol, state or local governmemnl Authority regulotiog, mlaing to, or imposing
liability or standards of conduct concerning public health and safety erthe urviroanmenl.
1.20 "Event al'Deralilf• is (Mined in Soatbaj 15. 1 below,
1.21 "Executh'e Ordcr 0224" means Executive Order 13224 signed mi September 24, 2001 And entitled "Blocking Pruperty and
Prohibiting Transactions with Persons Who Cununh.'I'lucaen to Commit, or Support Terrorism",
1.22 "Expiration Iliac.. means, nL oily particular time, the dote on which Ihe'renn is scheduled in expire.
901 Is'Cfvre Cellar Or—(yq, rf'S..IN^, Lease .1.
1.23 "Holder" means the holder of on Security lnstnunenC,
1.24 "Expressly Restricted Use" maans any use For: (a) offices of any division, Agency or bureau of Any foreign government or
subdivision thereof„ (b) offices of oily health Cate professionals or Fur the provision of any health cafe services, (c) any schools, (d) Any intall or
restaurant uses, (e) ally residential use, (0 any communications uses such as broadcasting radio and/or lelevldon stations, (g) "executive suite" type
risen where CMDO suites are maintained for Individual rental, or (h) any occupancy density greater then the average occupancy density for office
lenaills of die Prof col.
1.25 The "FfvIRR" of the premises for a particular Extension Tager (as defined In Schedule .'7•II) or Ibr 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 aanent comparable transactions In the
Prol that landlords of the Comparable Buildings have agreed to accept, and sophisticated nonalfliated tenants of the Project and/or Comparable
Buildings have agreed to pay, In current arms -length, non -equity (Le., not being offared equity in the building), kaostatans for comparable space (in
terms of condition, floor location, view and floor height) of comparable size (in terms of aquuro feet of Rentable Area), for a term equal to the
Extension. Tenn (or the term of Tenant's lease of the applicable Leased First Right Space) mid with a commencement date within six (6) months
below or after Ella first tiny of the Fartenshon Term (or the applicable Ordered Space Solaidulad Camnoncemont Date (as defined in Stihedillo I'M" ),
which tent per square root shall take Into account and make adjustment for the existence, timing and amount of any increases ill rent following term
commencement In the comparison transactions, and shall at nil times take into consideration and make adjustment for nil other material differences in
all forms, conditions or fedora (applicable to the transaction in question hereunder or applionble to one or more of the comparison transactions used
to detormine the FMRR) that a sophisticated tenant or sophisticated Ituldlord would believe would have a material Impact on a "fair market rental"
determinadon; provided, however, that: (a) the mat for all comparison h'ansaottons shall be adjusted to reflect payment of operating expenses and
real estate taxes In the same manner us the same are payable hsxaunder (e.g, if this Is a inodilted, Fill service gross Joel the rent for all comparison
h•ansactfons shall, If applicable, be grossed up to reflect payment of operating expenses and taxes in excess of a base year as of' tile yogi, of
commencement of the translation), (b) the pmaenee, amount or absellee of brokerage commissions ill either die subject irmsacdon or die Comparison
transactions shall be disregarded, (a) any rent abatement or, color flee rent of any type previdod in comparison transactions for the period of the
performnuce Of Any tenank impinvdihant work (i.e., any "construction perktill shall be disregarded, and (d) if any tenant Improvements or Allowance
provided for in comparable transactions shall be taken into account, then the vane of any existing improvements Ia the Promises (or the Lensed .First
Right Space) shall Also be Accounted for in the calculation or the FMRR (provided that If In determining the FMRR For a subject transaction
hereunder, it is determined that ilea rem or cash allowances (collectively, "Concessions") should be granted, Landlord ony, at Landlord's sole
option, elect all crony portion of the following: (1) to grant some or all ofthe Concessions to Tenant as free tartar As an Improvement allowance, or
(11) to adjust the monthly installments of the Base Rent payabla for the Extension Term or with respect to the Leased First Right Space, as ilia case
may be, to be an effective rental rate which takes into consideration and deducts from monthly rent the month ad amount ofthe total dotter value of
such Concessions, amartlzed oil a straight lino basis over the Extension Term or the term of Tonanf's lease of the Leased First Right Space, as
applicable in which case die Concessions so amortized shall not bo provided to Tell
1.26 ".Force Majeure Events" means events described in Sectiou 17.5 below.
1.27 "Handle", "handled", or "Handling" meths, with respect to Hazardous Materials, any Installation, handling, generation,
Mingo, hcatment, use, disposal, discharge, release, mmmfaeture, retinament, presence, migration, emission, abatement, removal, transportation, or
anyother activity ofany type in connection with or involving such Hrnzaxlnus materials.
1.28 "Hazardous Materials" means: (a) oily material or substance: (i) that is defined or that becomes defend as a "hazmdous
substance", "hazardous waste," "inibclious waste," "chemical mixture or substance," or "air pollutant" under Environmental Laws; (II) dint contains
pctrcicua, crude oil or stly haction thereof, (id) that contains polychlorinated biphollyls (I'CB's); (iv) that constftutms Asbestos or nsb stos-containing
muterinh (v) tluaL to radioactive; or (vi) that is Infocdoos; or (b) Any other materiel or substance displaying toxic, reactive, ignitable or corrosive
characteristics, as all such terms are used in their broadest sense.
1.29 "Holdover Rental RAW" means an amount equal to one hundred llfty percent (150V/) or the greater of; (a) Landlord's then
published Asking rental rote or(b) the Base Remand Additional Rent payable by Tenant to Landlord daring (holing reandn of tim Term of this Lease.
1.30 `Initial Premises" means the premises desarihed ill 1 er 3 of the Basic Lease Provisions.
1.31 "Initial Term" Monts the period (which shalt commence on the Commencement Dew) that is described in Item 3.3 of the Basic
Lease Provislons; provided dial If ilia Commencement Data shall occur on a day Omer than die first day orally calendar month, for purposes or
calculating the dale on which the Initial Term is scheduled to expire (i.e„ the E•xpUmlion Date for the Initial Term) and tie timing ornu scheduled
fiv roaseg in Base Rent during the Initial Term (but nit for Any other purpose), the Commencement Date shall be deemed to be the first day of the
calendar month following the Commencement Data.
1.32 "lnstitationni Owmar Practices" means Illo practices orthe nlgjarity ord, institutional owners of illadLutional grade first-class
Office praiecu in Onulge County, Cadflal a.
1.33 "InterestRoto" menns Ali annual rate orinterestoqunl to the Rel'areace Rile plus two percord.Q0Ad.
1,34 "Landlord Defnmit" is defined ill e fen .1 below.
L35 "Landlord parties" recalls, collectively, Landlord, Occnn West Capital Partners, LLC, Fortress investment Group. LLC, and the
Property- Manngor, and each of their AlTilinics (kilo all of their respective partners, momhers, ulTicers, managers. diractors, trustees, employees,
rctroo3, benelicfndes, contractors (Including internal Investment contractors), agents. advises, nicrigugaes anti ground lassws, agents, successors
call assigns,
801 W CAPc (renter Or—Clry ofSrnita Ann Lease -2-
1.36 "Landlord's Additional losm•ods" mean, collectively, Landlord, Deean West Capital Partners, LLC, Fortress Investment
Oronp, LLC, and the Property Manager, and each of their respective agents, beneOcialos, partners, employees, and any Holder (defined below) of
any Security Instrument (defined below) designated by Landlonl as additional Insureds.
1.37 "L9ridlord's Lease Undo rtnIll pip" means each and all of the represonlotlmm, warranties, covenants, undertakings, mild
agreements contained in the Loose Document$ that Is Mine to be provided or performed by Landlord,
1,38 "Laws" means, collectively, all Imes, ordinances, building codes, rules, regulations, orders and directives of oily governmel4al
Authority havingjurisdiction (Including, Without limitation, oily cer(ifioute oroccupuncy),
1.39 "Loose Documents" mamas this Loose together wan all exhibits, riders Or Addenda attached heram, and all xniondnicols thereto.
1,40 "Leasehold Improvements" means all leasehold improvements existing 1n the Premises as Or the Effective Date, die Tenant
Improvements, and any additional Alterations,
1.41 "Market' means the Santa Alta Civic Contersubmarket.
1,42 "Money Laundering Act" means Ilia international Money Laundering Abatement mad Finnmolol Anti -Terrorism Act of 2001 or
the regulations or orders promulgated thereunder, as the same may be amended from tine to time,
1.43 "NotilledPoorly" means each Holder of which Tenant has lecehvednotice.
1.44 "OFAC" means Iha Offloo of Foreign Asset Control of the Department of Ilia Treasury,
1.45 "Original Tenant" means the Person identified as the "Tenant" in t n t of the Basic Lease Information.
1.46 'To riang raclIIthull means iha Prnject's parking facilities fhom time to time Serving the Building.
1.47 "Parking roes" Is defined in Section 4.3 below.
1,48 "Parking Passes" means, coiloadvely, Unreserved Parking Passes and Reserved Parking Passes,
1.49 "Permitted Alterations" means only usual and customary maintenance mid repairs of Leasehold Improvements if and to flip
extent that such maintenance mid repairs: (a) are of a type and extent which nee 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 wldn the Rules
and Regulations, and (a) will not atleet the Building's structure, die provision ofsetvilm to outer Project tonnas, or any Building Systems.
1150 "P9rae11" means an Individual, general or limited patnership, limited Iinbility partnership or company, corporatimi, taut, cattle,
tool estate Invesbment trust association or nay odwr entity.
1.51 "Premises" means tine Initial Premises as it may be expanded or reduced pursuant to any provlskon of this Loose or upon the
agreement of Landlord and Tenant,
1.52 "Promises Restoration" means the Restoration of die premises and the porthole of die Cotillion Areas that are required for
access to the Premises.
1.53 `Property Mauage" means OW Management Services, Ito., or any other Person retained by Landlord to manage and operate
the Building on a day to day baths.
1.54 "Proposed Transfer Space" romans, will' rospect to any proposed Truisfer, die portion of the Premises subject to such proposed
Transfer.
1.35 "Rereronce Rate" means the "prime rate" or "reference rate" anmmlleed f roit time to time by Bank ofAmerica, N,T, & S,A, (or
such roasonnbla comparable national banking institution as is selected by Landlord in the event Batik of Americo, N.T. & S,A. ceases to publish a
prime rnte or rtnfereaceinte).
1.56 "Roll(" IS damned In S@tgtun 4 4 j bolow.
1.57 "Rent Doliotinoncy" means and shall Occur upon array failure of Landlord io roeOlve any payment of Runt oil ur before the date
the is five (5) days after the date such payment Of Rent is due.
1.58 "Reserved Parking Passes" Incurs parking privileges to he used for poking on a rest came first served basis in ''reserved
parking nrcns" in the finking Faeillaoti, as designated by Landlord, Mai tile election of Landlord, in r a a'ved parking spaces Incoted hi the Pinang
FoctOttos.
1.59-Restorntion' Is rlelhned in Section 1311.
1.60 "Review ISxpases" means till review Laid processing Ices, and costs, as well its any reasonable pillissioall, attorneys',
uccoulintaW, engineers' ar other consultants' fees incurred by Lmidtonl relating to oily request by Tenant far Landlord's consent Including, but not
limited W, city request Ijar consent to it proposed'Ilnnslcr.
80166'611r Cenler Or —Cloy nj5'Snnubru Leave -3-
i
I,
1.61 "Rulcs kind Regulatlons" means the rules and regulations attached hereto as Exhibit "D" (which are hereby incorporated herein
and made a part hereof} and any reasonable and non-discriminatory amendments, modifios bons and/or additions thereto as may ]neraulle r be adopted
and published by written notice to lemmds by Landlord for the safety, core, security, good order and/or cleanliness of the Promises and/or the Protect.
1.62 "Security Deposit" menus a cash security deposit In the amount spocified in Item 6 of the Basic Lease Provisions.
1.63 ,security Instruments", means, collectively: (a) all present and future ground leases and master losses orals or any part of the
Paajeut, Building or Premises; (b) present and Marc mortgages and deeds of trust encumbering kill or any part of the I'rillaot, Building or Premisosl
(c) all post and fidure advances made under any such mortgages or deeds of trust; slid (d) all renewals, modifications, rap lace manta and extensions of
any such ground leases, master leases, mortgages and deeds of trust, whlels now or hersafter wnetituto a Ikon upon or affect the P%eo6 Building or
Premises.
1.64 "Substantial Completion" (and "Substanlinlly Complete") is defined In the Worlc Letter.
1.65 "Tnlaing" is defined in Section 112.
L66 "Tatting Date" is defined in Seeklon 13.2 ,
1.67 "Target Delivery Date" means the date specified in Item 3.1 orthe'➢asie Lease Provisions,
1.68 "Tenant" means the Original Tenant, and any person or entity to whom or to which all of Original Tenants (or any other
Tenant's) interest in this Lease is assigned (or otherwise transferred) in accordance with the provisions of Arlicho I I ofthis Lease.
1.69 "Tenant Delays" Is defined in the Work Letter,
1.76 "Tenant Improvements" means tine initial Alterations (if say) 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 Translbreas, end their respective contractors,
clients, officers, directors, employees, agents, and invitees (each of which shall be a `TonantParty").
1.72 "Tenant's Hazardous Materials" means any Hazardous Materials that basouie present in, on, undo• or about the Project as a
result of filly act or Omission of Tenant or any other Tenunt Party,
1.73 "Tenant's Personal Property" means all of Tenant's (cud the oduor Tenant Parties') oflloe furniture, business and personal trade
0xtmes, machinery and equipment, furniture and furtilture systems, movable pur6pons, telecomanuniculions equipment, dell cabling and other items
ofpersmnl property. -
1,74 °'farm'" means and shall refer to Clio Initial Term as it may be extended pursuant to Sohc le "f- "of Rxhibit'T , attached hereto
and/or pursuant to ilia written agreement of Landlord and Tonan t,
1175 "Transfer" means and inciudea any of the following; (a) a sublease all or my part of the Premises, (b) sn assignment of the
Lease, (a) any other agreement or arrangement-, (1) that permits a thitxi party (other Chun Tenant's amployees and occasional guests) to occupy m'ttsc
any portion of the Premises or (11) otherwise nssism, trnnsfers, mm4gagea, pledges, hypothocates, encumbers or permits a lien to attach to Ten mht's
Interest uncle this Lease or (d) a direct or Wilmot transfer, assignment, pledge,. or hypothecation of Controlling interest In '['client.
1.76 "Transtce Notice" means a written notice that (a) Identifies a proposed Trnnstbree by its nnme and address; (b) describes the
applicable Proposed Transfer Space; (o) includes ou rom financial statementa of Ilia proposed Tmosllame certified by an officer, partner or owner
thereof; (d) dcscrfbes the nature of such Transferec's business and proposed use of the Proposed Transfer Space; (e) the proposed effective dote of
die proposed Trans far; kind (F) till of the princlpol terms of the proposed Transfer,
1,77 "Transfer Prolits" means, with respect to any particular month and any particular Transfer, an amount equal to: (a) all rent,
additional rem or other consideraton payable by or on behalf of such Transferee during or with respect to such month in connection with the Transfer
minus (b) ilia sum oC (1) die Buse Rent slid Additional Pleat payable by Tenant under Sections 4.2 rind 4�3 of this Lease during or with respect to the
same month sod (ii) all out of pocket costs reasonably incurred by Tetaet In connection with such Transer (such as brokerage oammisslons and/or
improvement al lowmlcea), amortized on a straight line busts over the tern of %tell Transfer.
1.78 "Transform" moons any person to whom a Transfer is made.
1,79`41nresorved Parking Pnssle" means parking privileges to be used for puking on a first come first served basis in the new of
the Parking racifftfas designated by Landlord therefor.
1.80 "VlIork Letter' means the'remnt Work Letter (if any) attached hereto as Exhibit "'C
Terms in initial capitals that ere not defined in (Ugj-hl shall have the meanings given to them elsewhere in ill is Leasc.
AI" P. 01?pRIMISGS: C,Q11Z�(0N AREA3: PA RICIN0; 8, CN'S
211 Lense at'Premises' Access' Oulef Eyialunent.
801 CYC4rle Center Dr- CQn nfS'rnthr: Lur Lxrave -d-
2.1.1 Landlord hereby losses the Premises to Tenant, and Teumn hereby lenses the Premises from Landlord, upon all of the
terms, covenants slid conditions contained in this Lease. Tenant acknowledges that Landlord has not made any representation or warranty with
respect to the condition of the Prennisas, the Building or the Project with respect to the suitability or fitness of any of the same For die conduct or
Tenant's Permitted Use, its business or for tiny other purpose. Landlord does not represent and Tenant does not rely upon any speeillo type or
number ootenants occupying any space in the Routing sad/or the project during the Tenn orthis Lease. Acceptance ofpossession orthe Premises
by Tenanl shall be conclusive evideuoe as against Tonaut that the Promises nit then fit tenantable and good condition,
2,1.2 Landlord and Tenant hereby agree that the another oPRSF (also referred to as the "Rentable Area") columbladt (a)
Within file Building is as set forth In Uorn 2.5 of the Buie Lease Provisions slid (b) within Ole Premises Is as set forth In Rain 7.5 of the Basic Lease
Provisions,
. 2.1,3 Subject to Landlord's access control programs and the Rules and Regulations,1'ennnt and its employees and lnvitees
shall be entitled to access die Premises seven (7) days per week, twenty-four (24) hours perday.
2.1.4 Subject to all of the terms and conditions contained in this Lease and provided that Tenant performs all of its
obligations hereunder, Tenant shall have and peaceably enjoy tine Premises during the Term of this tease arum and against all persons holding an
interest In the Project from and through Landlord,
2.2 NoReligatloriofPremises•RI hg tofFirst0frou
22.1 No ,f
49gatiq_n, Watford shall have no right to relocate any potion of the Premises located on tine second (2"u) floor
of the Building. Any relocation rights with respect to any portions of the Promises located oil pity other flour of the Building will be speoif uilly
negotiated in connection with Tenant's lease of nay such space,
222 Ritcalir First Offer. Tenant shell have a one-time Right aP First Offer (dallied below) with respect to the First Right
Space (defined below) subject to gild In accordance with the terms and conditions ol'Sphedulo "1-2" of' -<I bit'T attnchod hereta,
2.3 Comment Areas: Perkin
2,3.1 Common Areas, ill connection with its lease of the Promises, Tenant shall have the non-exclusive right to use the
Common Areas together with other Parsons, The Common Areas shell he subject to the exclusive management and control of Landlord, and Tenant
shall comply with all Rules slid Regulations perta[aing to use of the Common Areas, Landlord shall hove me right t•om time to time to deslgnate,
relocate and limit the use of particular areas or portions of the Conulon Areas, Landlord shall also have the right to close all or any portion argue
Continua Areas as may, in the sole discretion of Landlord, be neoeasary to prevent a dedication theroofor the accrual of any rights in any Person,
2.3.2 icaml nlOse of Pnrl6ae Risseay yjgitor Parking.
(a) Commencing on the Commencement Data and continuing through die Term, •rennet shot[ rent filing Landlord
end Landlord shall provide a number of Ua-osarved Parking Passes equal Is tie Parking Number spouilled in Item of the Baslo Lease Provisions,
Parking Naas shall be payable with r'aspeet to Parking Passes rented by Tenant lit the rates provided in ,Section 43.1 below (which shall be subject to
abntament in,accmdonce with c .tiog,-_4 „3.2 below), The Parking Passes are with respect to, subjoot to the provisions Midi Lease, use of the Parking
Facilities: The Parking Passes provided to Tonnnt pursuant to tins Section 23.2 are provided to Tenanl solely For use by affairs, directors, and
employees of Tenant, Its Affiliates, sublessees and assignees, and scroll posses may not otherwise be transferred, assigned, subleased or otherwise
alienated by Tenant to any other type of u•ansfbrce without Landlord's prior approval.
(b) The spociric locations within the Parking Paciiltles In which the Unreserved Parking Passes may be used shut)
be specified by and may, laical time to time, be relocated by Landlord In its sale discretion, In addition, it is expressly understood slid agreed [lint
Landlord shrill have the tight to impkenho t, administer and en Force a parking management program, with respect to (lie Parking racilklas generally,
With respect to use of ono or more types or Parking Passes in particular, and/or with respect to the use of the Parking Posses ranted by one or more
spaeifio tenant ore• temmts (Including Talli nt), with peaking management plan may include, without limitation, any o' more oftho following measure
nr features: oversell orPakfng Passes; expansion orthe Parking Facilities to Include additional parking lots m' structures within a reusonable distance
Acre the Buildup; resetVOdOa arspecific portions offfe Parking Facilities For parking by one or more spacilrc Building contents (including Tenant)
and/or for one or,nmro Blinding tenants' business visitors; iniplmnenlatotl of valet Or insisted parking prOgnans or maaSUMS; ereatail and allocation
oftandom parking spaces to specific Building tenants; designation of visitor panting rntus_ end ullocal[on of validation privileges to Ole or more
Building. tenants. It is speoiticidly understood and agreed that If Landlord implements one or more such measures or features (]let era: (i) generally
applicable to the Parking Facilities, the costs Incurred to implement, aclniluister and enforec suck alensuces shell be included in Operating Costs or
(it) that are speci Iic to Tannut, the costs incurred to implement, administer and enraree'sach measures shell be reimbursed by Tenant,
(c) 11MIO• Pm9civa,
(i) Tenn it's buslncss visiims may park in the Parking Facilities, or in tile spp)icabie portions thunwF
designated by Landlord, on n first: coma, fast sarvad basis, upon payment critic prevailing fee for parking ehaged to visitors to the Project, 'Palau
shall have tie right to purchase from Landlord, at Landlord's then prevailing rote, Project Parking Velldoions (defined below), to be used only by
Tenant's Business Customers (defined Wow) for parking In the Parking Pueil1des without cllarge. "project Perking Vnitdatiolm" means
validations, in such Form ss Landlord, in its sole bill good luith discretion, shall offer from time to time, permitting persons using quail validations to
park in the Parking Fncitlies for specified periods actinic without charge (i.e., a 30-minute validation would po lift parking without charge in the
Parking Facilities air a period up to 30 minutes), "Tamtnt's Busiaass Customers" meals Porsols that visit the Premises kin -the specific purpose of
conducting business at Iho Premises (anti Per the UVOidana: ofdOUbt, shall not Include any employees ul" Penn it or tiny or its'll'ansfetees who have
ollioas (tin au exclusive or sho'od basis) lit the Premises).
3/lI FVCIrIe Cenrrr Dr—C'71r' gfSnnraAna Lease .5-
(if) Notwithstanding the Ibregoing, each calendar month during tine Tenn, Landlord shall provide to
Tenant, without charge: (A) n number of Short •fern Project Parking Validations (dafined below) equal to the product of tweoly (20) and tine number
of days In such calendar month (doring the Term) and (B) a number of Long Tenn Project Parking Validations (defined below) equal to the product
of sixty (50). and the number of days In snub calendar month (during the Term), in each cnse to be used only by Tennnt's Business Customers for
parking in the parldog Facilities without charge; provided that Landlord shall have the right to masonably adjust the cumber ot'Shorl Tenn Project
Parking Valldations and Lon Term Project Parking Validations so provided by Landlord (based on actual usage) Directive as afexpireflon ofthe third
(3'd) full calendar month of the Initial'rem, and (hereallor, upon expiration orenab subsequent three (3) ealerdnr month period; provided Norther
that: '(x) Landlord shall not, at pity than during the Term, be required under this Section 2, ?LGl(Jj) to provide a number of Project Parking
Validations In any calendm• month in excess of a number equal to the product of eighty (80) and the number of days In suoh onlendar mouth (during
the Term) and (y) any Project Parking Validations provided by Lmidlod with respect to any particular onlendar month that ero not used during such
calendar month shall, At (lie election of Lontllonl, either: (I) become cull and veld (and be retuned to Landlord) or (2) be credited against
Landlord's obligations to provide Project Parking Validations under this Sectloq 23 21c1([i) for subsequent colondar months, No Project Parking
Validations provided by Landlord to Tenant under this Section 2.3 2(o)(If1 shall be used to accommodate parking, without charge, by any particular
Tenant's Business Custourar(a), far n period in excess orlhree (3) hours on any day without Landlord's priar approval (and Tenant shall not provide
nay particular Tenant's Business Customer moe than ono Prgjeot Puking Validation all any particular day), "Short Term Project Panting
Validations" means Project Parking Validations permitting Persons using such Praised 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 I•or up to lhme (3) hours without charge.
2A 9s,(- .
2.4.1 Except to the extent expressly provided in this Section Tenant shall not: (a) place m' Install (or allow or permit to
be placed or Installed by any Tenant Party) any signs, advertisements, logos, identifying materials, pictures or manes of any type on the roof, exterior
areas or Common Areas of the Building or the Project or In any awn ar rho Building, Premises or Projeol which is visible Neu the exterior of the
Building or outside of the Premfaes or (b) place or Install (or allow or permit to be pinoed or installed by any Tenant party) in or about any portion of
(lie Premises any window covering (even ifbehind Building standard window Coverings) or any other material visible tl•om outside of tha'Preulsen or
Noun die extorior of the Building. Tenant shall not, without the prior written consent oFlAndlord, use the neme ofthe Ballding and/o• tine Project, or
any platures or illushatimis of the Building and/or the Project, in Tenants 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 die ease where Tenant oacuples an entire floor lot die Building, Tenant may
place in any portion of such floor which Is not visible floni the exterior of the Building such Identification signago as Tenant shell desire mid (b) In
tine case where Tenant ovouplos less than an entire floor in the Building, Tenant may require Landlord to install, at Lun llord's sole cost and expense,
Ill such portion of the multi -to taut corridor on such floor as Is called far by Landlord'a aignnge program (as Ille annla may exist tt•om tine to Buie)
Identification signage of the type proscribed by Landlord's signage program identifying Tenant; (c) Landlord shall provide custonmry signage in the
Building directory (if any) in the ground tloa• lobby of the Building (Landlord shall bear the Initial cost of suoh directory signage and tho cost of
updated any suoh directory signage no more than one In any month), and (d) Tenant may plane in anypoition of the inside of fro Premises noLvisible
from file exterior of the Building or from outside of the Promises such idcntl ficultoa signage as Tenant shall desire, Alt signage described ire this
Sgrfign 2 �F•2 (other than the dimatory signngo described in clause (a) above) shnit be boated as Tenant's personal property under the provisions of
• 'on io.5 with respect to Tenant's obligation at the expiration or enoy to,"inatton or this Lease.
2.4.3 Evem'ow Shen. [n connection with Tenant's lease VFW Premises, aubject to all of the terms and conditions of 13xh 61
M, attached hereto, during the Ternr, Tenant shell have the right to install and display at the Prgjeot the Eyebrow Sign (defined In BXhi "K",
attached lierato) in the locution dwer]bed in Exhibit "K°, attached hereto.
ARTICLIr, 3-.DELIVERY; COMMENCEMCISIT: TERrYI• S4()2RtNDER• HOLDING OVER
3-1 Ivel• , Landlord shall endeavor to tender to 'Tenant delivery orpossassion of die Pmmises in the Delivery Condition prior to
the'ragol Delivery Dale; provided, that. tr the Delivery Date does not occur rot o• before Lite Target Delivery Date, this Loose shell not be void or
voidable, die Term of this [,case shall oat be extended, and Landlord shall not be Ilable to Tereat for say loss or dnmage resulting therefrom;
provided Rather that Landlord shall use commercially reasonable efforts to lender to Tenant delivery of possession of the Premises in die Delivery
Condition as soon as reasonably possibly alley Ilia Target Delivery Data.
3.2 Camrueneemooi Term.
3.2.1 The'rerm shall camnaence on the Commencement Dan us defined in hem 3.2 or the Basic [.ease Previsions, slid shall
continue through the period specified in i i n 3.3 of the Basic Lease Pmvisions unless terminated earlier io accordance with the provisions heroof or
extended pursuant to the written agreement of Landlord teal Tenant or as provided in Sectlort 32.2 below, provided, however, that it the
Conmiencennenl Date shot( occur of a day other than the first day ol'any calondav month, far purposes of oulculathrg the Expiration Date and the
tinting of al I scheduled increases in Basc [tent during the hillini Term (but not for any other purpose), the Commencement Data shall be deemud to be
the first clay critic onlendar month following the Comi n imcnoa ]')ate. At any dine during Lire Lease Tenn, Landlord may delivor to Tenant it notice
in die form as set In Exhibfr "13"T noodled harem, which Tenant sltnil execute and return to Landlord within five (5) business days or receipt thereof.
32.2 EstallSjq O ohm. 'tenant sltnil have Ih+•u (2) uptiDrts to extend the Tenn, each foram f:xlenslon Term (dcflucd below)
of Sixty (60) momhs (five (5)years) subject to midi in accordance Mill Lila (anus And conditions of Sclicdole, "A, arExhihit "P', attached hereto.
3.3 gue•and4r• Flaldhre Over.
3.3.1 Except as provided in Ibis Section 3.3 and in Section 7.3 below, upon expiration or enriie• termination of this Lonse,
'renter shall vacate and surrender the Promises to Landlord in the same condition is whin received at the inception of [his lease and as theea]ler
801 W04e CeelerPr-Ciq, f))'XWue; w, Lcnve •o-
improved by Tic mall, subJccl to mdhldry weer and mar, For the avoidance of doubt, it is underatoad slid agreed that, prior to the date upon which ilia
Plain ]sea Is still all by Tenant under this Secimn 37 1 Tenant shall be required to remove ti•om the Promises all of the To nnnt's Personal
Property and all Leasehold Improvements designated far removal by Landlord in accordance with Section 10.5 below (and all damage caused by
such r'omoval repaired).
3.3.2 1f7enant fall is to remove any of the Tenant's Palaonat Property Ilia in Ilea Promises (er any portion thecof) prior to the
expiration Or any earlier termination of (be Term (with respect to applicable portion of the Promiaos), and such failure continues I'or Live (5) days
following Landlord's delivery of notice tlwrouf, Tenant shall be deemed to have abandoned the same, In which case: (a) Landlord $hail have the
right, m Tenant's expense, to remove the sane from the same floor the Premises (and to repair oily damage caused by such removal) and (b) to
thereafter; (I) store the same at Tenant's expense, (ii) appropriate the sane for Itself, and/or (ill) sell or otherwise dispose of file same In its solo
discretion, with no liability to Tenunt, in whlah case, Tammit shall reimburse Landlord for all costs ineurn'ed by Landlord In connection with any such
removal, repnirs, storage and/or disposal, plus a ten percent (10%) administration fee thereon, upon demand. In addition, If Tenant fails to remove
from the Premises (or ally portion thereof) all Leasehold Improvements designated for removal by Landlord in accordance with Sec(ier 10.5 below
Auditor to repair ull damage caused by Its removal of any such Leasehold Improvements (andlor 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 same flan the Premisea (or the applicable portlon therool) andlor to repair such daermgn at Tenant's expense, In which case, Tenant shall
reimburse Landlord lot all costs incurred by Landlord in connection therewith, plus a ton percent (10°A) admlmistradion tee thereon, upon demand.
This SeRljgq,3 3 2 shall survive Ilia explmdon or any earlier Rumination of the Tern ofthls Lease,
3,33 If Tenant fails to surrender the Premises (or any portion thereof) lit accordance with this Lease (including, without
linnhutimh, Section 311 1 Above), or ottorwiset holds possession of the Premises (or oily portion thereof) after the expiration or termination of the
Term, Tenant shall become a tenant at suillo mnee 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 fuse Rent lit an amount equal to the HoldovarRontal Rate. The monthly Base Rent payable far such
holdover period shall in no event be construed as n penntty or as liquidated damages for such retention of possession. Neither any provision helvof
nor any comptance by Landlord crony Rao[ after any such expiration or earlier termination shall be deemed a consent to ally holdover hereunder or
result in a renewal of this Lease or all extension of the Term, or any waiver of any of Landlord's rights or remedies will'raspoet to such holdover.
Tenant Shall Indemnity, defend and hold Landlord harmless from and against ally and all Claims (including, without ilmitedon, 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
Tenunt'$ failure to surrender the Premises in accordance with dire proybdons of this Lenso ore die expiration or earlier torldnution of this Lease,
ARTICLE 4—RENT ANDOTHIM ClIARGES
4.1 use Re%. Tenant agrees to pay during the Initial Term of [his Lease as Base Rent for the Promises, me sums shown for ilia
podia$ shown in Italli 4 of the Basic Lease Provisions. Except as expressly provided otherwise beroin, Base Rent shall be payable in equal
consecutive monthly installments, in advance, commencing on the Commieu unsaiL Dale and continuing on the tenth (10) day ofeach calendar month
thereafter; provided that ilia first Rill monthly Insmllmont of Base Rent, described In Item 4 of the Basic Lease Provisions, shall be.payablo upon
Tenant's execution of this Lease. Landtord will cooperate with Tesnant to accommodate payment of Rent (or certain types of [tent) via ACH
payments.
4.2 T'mmnt's Pencatnae ."chore, Sultiocf to ilia provisions of this Lease and In accordatce with n' t ", attached hereto, in
addition to paying Base Rent, with respect to each Expense You (defined in Exhlbil "E'9 Tenant shall also pay: (a) T'onant's Percentage Share
(defined in Exhibit "E"I of Excess Operating Expenses (defined In E l>LL,Lh'iCl") and (b) Tenant's Percentage Share ot'Cxceso Property Taxes (defined
Ill E 'bit"",'),
4.3 Pariein¢ Rees,
4.3.1 Suhiect to Jgcdn r� 3 2 Ibelow, an the first day of each calendar month during the Tenn, Tenant shalt pay to Landtord
(or at tile request or Landlord, to I.undle•d's desiguateld parking operator) Landlord's then prevailing charge (die "Parking Rees") for All Putting
Passes relied by Teoahl for such calendar mouth. Such Parking Fees shall be in addition to All taxes, asscssmernts or Other inhpesitimns imposed by
Ally governmental entity in collection with Tenant's use of such Parking Passes, which nixes, assessman4s or other impositions shall he paid by
Tenant, or If required to be psld by Landlord, Shull be reimbm'sed to Landlord (or at the request of Landlord, to Landlord's daSlgnated parking
operator) by Tenant concurrently with the payment Af 19e Parking Pees descrbed above•
432 The Parking Fees payable with respect to the first eighty-four (84) Parking Passes rented by'fennnt during tho Initial
Term (and the chages for all Short Term Project Parking Validations and Legg Term Project Parking Validations provided by Lundlmd to 'Tenant
(pusuont to Section 2 7 c ii) Above) durhlg tiro initial 'term) are included in the Base treat payable by'Tenaut with respect to dho Promises during
the loltle Ternl. -
4.3.3 The Parking Pees payable with respect to all Parking Passes rented by Tenant during all Extension Tern (and the
cluu•goa I'm, all Short Term Project Parking Validations slid Long Teror Project Parking Validations provided by Landlord to 'Thant (pnrsunnt to
Section 2.3(061) Above) durhlg an Esonsion 'Perna) shall be detorminod In connection with the FMRR prod Extension Term Base Relit) per the
Promises for such Exlesainn loon. slid simll be added to (and Included in) the Extension Tom Bose Rem[.
4.4 foment of Itant.
4!4.1 Caae•nlly. Bose Rent, all Loons of Additional Rent payable hereunder by Tenant And all other Amounts, fees.
payments or charges paynbic hereunder by Tenant shall Loch: (it) constitute ram prryab'le hereunder (sometimes col loctively be referred to hereto as
`Bent y, (b) be payable Lo Landlord whet (Ilia WRIZOW any prior notice or demand iherelbr In lawful money of (he United Stales and, except As may
be expressly provided in the contrary in this Lease, without Ally ahnmnreu, offset or deduction whatsoever. and (c) be payable to Luodlonl A (he
addresa crl..Andlcrd desoribed in Iteul I ofthe Basic Lapse Provisions or to &tell other Person or place ns Llsollord may Riau time to time designnte
sol i6 cNe Cerrlrr/h—Ci{7 ufsanra Ana Lease .7,
in writing to Ton ant. Any motianl or Rent Chat is payable on a monthly basis and that is payable respect to a partial month, shall be prorated bused oft
the number of days In such month. No payment by Tenant of tecelpt or acceptance by Landlord of a lesser amount than the correct Rent due
heroundor shall be deemed to be other Than a payment on Coconut of the earliest Installment of Rent then due; nor shall any endoesenneht or slotement
on nay cheep or any letter accompanying any cheep or payment as Rent be deemed to eftbet or evidence on accord and satisfaction; and Landlord
may accept such cheek or payment without prejudice to Landlord's right to recover the balance or pursue any other Comedy 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 114CUR ADMINISTRATIVE COSTS AND OTHER DAMAGES, THE EXACT AMOUNT OF WHICH
WOULD BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO ASCERTAIN. LANDLORD AND TENANT AGREE THAT
IF LANDLORD A RENT DELINQUENCY SHALL OCCUR, TENANT SHALL PAY TO LANDLORD, AS ADDITIONAL RENT:
(A) A LATE CHARGE EQUAL TO FIVE PERCENT (5%) OF THE OVERDUE AMOUNT TO COVER SUCH ADDITIONAL
ADMINISTRATIVE COSTS, AND (B) INTEREST ON ALL DELINQUENT AMOUNTS AT THE DEFAULT RATE, FROM THE
DATE DUE UNTIL THE DATE PAID,
ART. ICLC 5—TENANT'S TAXES
Tenant shall reimburse Landlord upon demand for any and all tuxes, impositions or similar foes 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 Laturshold
IMPuDyententa made in or to the Promises by or for Tenant (without regard to ownership of such improvements) Vand to the extent the original cost,
replacement cost or value thereorexceeds the cost orLandiord's then effective "Building Standard" Commit Improvements, as dotermined in good
faith by Landlord; (a) the Rent payable hereunder, Including, without Ilinitaian, any gross receipts lax, license fee or excise tax levied by any
governmental authority; (d) the possession, lowing, opeWation, nmsnMgomeM, maintenance, allemllon, repair, use or occupancy crony portion of lire
Premises; or (a) this transaction or mydooument to which Tenant is a parry ormatng or transferring at Interest or an estate in the Premises.
ARTICLE ( — IINTENTIONALLY OMITTED]
ARTICLE1.11SE Op PREMISES
7.1 TenmH's Permitted Use, Tanaat shall use the Promises only for Tonant's Permitted Use set Forth in heal of the'Amile Lease
Provisions Cad shalt not use or permit file Promises to be used for tiny otter purpose. Tenant shall, tit its sole coal and expense, obtain and maintain
in fill force and affect nil governmental licenses, approvals and permits required for Tenant's Permitted Use. Tn no case Atoll Tenant use or suffer or
permit the use of any portion ofthe Promises for any Expressly Restricted Use.
- 7,2 Cannlistme With Laws and Other Ranrhemanls,
7.2A Subject to Section 7. ,2 below, Landlord shall cause the Common Areas end the Base Building to comply with all
Laws, if and when ally such notion is required by any governmental authority mid/or if and to the extent that any failure of may portion of the
Common Aires 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 tens ore defiled hollow) in accordance with Section I],,LA below; (b) unreasonably and mane inily
affect the safety of Tenant's employees or the opexrtiou of Teumit's business; or (c) would crentc a material and significant health hazard for
occupants of the Premises
22.2 Tenanl shad timely take all actions requh•ed coiiply In all respects with (and shall otiose each of its employees call
occupants to take all actions required comply ill all respects with) and cause the Premises to comply with: (a) nil Laws, now or In the patine
applicable to the Premises and Tentmt's use thecof (including, without imitation, any Low requiring any form a r Improvennant or allocation to the
Building), (b) the Rules and Regulations, and (o) all covenants, conditions and restrictions applicable to the Project, In addition, iNny modifications
or alterations to may portion of the Common Areas cr the Base Building (dctned below) are required under any applicable Laws as a result of
Tenant's Lisa of the Premises or any of Tenant's Leasehold Improvements, then at the election of l..andlord: (i) Tenant shall be responsible for
performing such modlffoutions or alteratons, at its expense o• (it) Tenant shall, within tell (10) days Fnllmving Landlord's demand therefor together
wvilh rvusonnble supporting documentation, reimburse Landlord for all of Its costs and expenses Incurred in oumlection with Landlord's perfbrmanco
orsuch modificatlons or alterations,
713 Tennnt shall not use the Premises, or permit the Premises to be used, in nay manner, cr do or suffer any act in or about
the Premises which: (A) violates or cnmilicts wttm any applicable Low, any of Cw Rules mid Regulations or any covenants, conditions anti
restrictions applicable to Project; (B) causes a is inimonnbly Ilicely to cause do sago to tie Project, the Premises or the Building Systems; (C)
Violates a requiremont or condition or any pan lioy ar Insurance Lie varing tie Project and/or the Promises, or !no Comes the cost of such policy; (D)
constitutes or is rensonably likely to constitute a nuisance, tinnoymnee or inconvenience to other teuants or occupants of the Prglcct or its equipment,
lbellities or systems or (E) interfmr'es with, or is iewon❑hly likely ro Interfere will, the transmission or reception or microwave. television, radio,
iclephone, or other communication signals by antennae or•other lhuililies located in the Project. Without limiting the generality orthe foregoing,
should my federal, stale or loeel governmental agency having jurisdiction with respect In the estahiishaton4 regulation o• cnforcemenl of
occuputioml, haallh or sorely standards I'or employers, employees or lontints impose Lin Landionl or oil Tenant tit any lhne now or in the, flume any
requirement or Law relating in tiny manner to the Premises or occupancy Iltoreof Tonant shall, at its sole cast and expense, comply promptly (or at
Landlord's elector, bane the cost nT such compliance as a( Noted by Landlord) with such requirement or Lnw. Tennnt shell inrletmnify, tlufeid and
hold hauviless LCntllnrd from Curl against ally and all Claims arising out cl'or relating to tiny I'ailme of `roman to Pei Form any ul' its obligations under
this Section j;?. Landlord shall not enforce the Rules and Regulations In a dkoriminatory manner; provided unit Landlord shall not be liable to
&V B' 010 Center or— 00r n/'S'nulu Nm Leese -N-
Tenant for ally violation of any of the Rules and Regulations (m• any applicable Lows or covenants, conditions and resb•ic(luns applicable to the
Project) by any other tenant or occupant of the Project.
7.3 Here dous • lots, No Hazardous Materials shall be Handled upon, about, in, ubove or beneath the Premises or any portion
orthe Project by or on belmlf of Tena it or any other Tenant Perlis, Notwithstanding the foregoing, normal qumttides of those Hazardous Materials
otlstamarily used in the conduct of general administrative and executive office activities (e.g., copier fluids and cleaning supplies) may be used end
stared at the premises In compliance with all Laws and the highest prevailing Industry stondads. Tenant shall; (a) take all actions (or at Landlord's
election, reimburse Landlord for taking ail Default) necessary to restore the Prendsas or nay portion of the Project to [lie condition existing prior la
the introduction or any Tenant's Hazardous Materials, notwithstanding any less stringent standards or renhedlation allowable under applicable
L'nviranmental Laws and (b) shall Indemnity, defend and hold hmmiess Landlord Item and against any and all Claims arising out of or relating to
ally Frandling by or on behalf of Tenant or any Tenant Party of any Hazardous Materials upon, about, in, above or beneath the Premises or tray
portion of tea Project old/or the presence of any Tenant's hazardous Materials in, on, under or about the Project,
ARTICI6S-UTILITICS NDSERVICgS
8.1 Bnildinc Services, Provided that no Bvont of Default exists, subject to the terms, condhtom and standards set forth in this
Lease, Landlord shall furnish or caned W be Ihmialled, as part of Operating Expenses to the Premises, the utilities and services described is Ettll
'T' dinched hereto.
8,2 )sitarriml on of9crvican, Landlord sholl not be liable for any failure to famish, stoppage of, or intomiplion In f ernishing any of
duo servtcaa at, utilities described in Exhibit T' when such faturs is caused by accident, braekage, repairs, strikes, lookouts, labor disputes, labor
disturbances, governments[ regulation, civil disturbances, acts of war, moratorium or other governmental action, or any other Curse beyond
Landlord's reasonable control, and, in such even!. Tenant shall not be entitled to any damages nor shall any failure at, Interruption abate or suspend
Tenant's obligation to pay Rent under this Lease or constitute or be construed as a constructive or other eviction of Tenant.
A{T1CLC9 MAINTFNANCC'D R6PA►RS
9.1 Londigta)'y Obli atlaini Landlord shall endeavor to keep the Common Areas afflict Building and the Project in a clean and neat
oonditton. Subject to Snot an 9 below: (a) Landlord shall make all necessary repairs, within a reasonable period following receipt of notice of the
need therefor gronr Tenant, to the exterior wells, exterior doors and windows of the Building, and to public comidors and other public areas of the
Project not oon filming n portion or any tenants' promises and (b) shall use Commercially reasonable efforts to keep all Building Systems used by
Tenant In common with other tenants in reasonablo condition and repair, reasonable wear and tear excepted. Except no provided in Section 111
there shall be no abutenhent of Ron[, nor shall there be any liability of Landlord m'ising from the making of, or failure to make, any mninesunce or
repairs, alterations or improvements in or to any potlon of the Building or Project. Tormat waives the right to make repolrs at Landlord's expense
under Sections 19'II and 1942 of the California Civil Code, and under all other similar laws, statutes or ordinances now or hereafter in affect, and
waives and releases the right to terminate this Lease under Section 1932(1) of the Califnmja Civil Code and under al I other similar lows, statutes or
orclinances now or herealtev in effect.
9.2 'Tenant's Obligations. Daring the TemS of this Lease, Tonant sllnll, at its sole cost and expense, malydshr the Premises in good
order and repair and in a safe, Charm and ueot condition, Tenant shall make all repairs to the Pranisas not required to he made by Landlord under
Stet 9A above (including, without limitation, repah• or replacement, as applicable, of all damaged and broken fixtures and appurtenonees) with
roplacornurta of any materials to be mode by use of nrntcrlala oregoal or better quality. Further, Tenant shall be responsible for, and upon demand by
Landlord shall promptly reimburse Landlord fir, any damage to any portion of the Project o• the Premises caused by: (a) activities of Tenant or any
Tenant Party in or at the promises or alto other portion of the Project; (b) die porformnnce or existence of may Alterations Conde by at, fbr Tenon or
oily Tenant Party in or to the Premises; (a) the installatiolu use, operatan or movement of Tenant's Personal Propor(S' in or about the Building or the
Premiscs; (d) the design, Installation or operation of any Alterations that are not cunshumu with Building Standards (as defined in the Work Loner);
or (a) any get at- omission by Tenant or any Tenant Party or any other person permitted in or invited to the PrornIsea or the project by Tenant or any
Tenant Patty,
ARTICLE 10-ALTERATIONS
10.1 nrrdmrd's F' rt . Landlord's sole construction obligation under this Lease Is set Ibnh tin the Work Ulm% Except as expressly
provided In ilia Work Letter, Landlord bus Rude no reprosentation or warranty to Tumult and has no obligoion to tiler, remodel, Improve, renovate,
repair at- decmutc the Prausisas, the Building, Critic Project or any portion thereof. Tenant further ncknowledges and agrees that no representations
respect 1p the condition of the Premises, the Building or the project have been made by Landlord to Tenant except as spenfil cnily set Torah in this
Lease.
10,2 Landlord's Con;rant: Cendifiogs, Except Ill- Permitted Alterations, Tentmt shall not stake any Alterations (or allow or pennit
any Alterations to he mode) without that obtaining the prior written consent ol'Landlord, which consent shall be requested tin writing not less than
fiiteen(15) business clays prior to the scheduled and acanl commencement of any work therein. All such Alterations; (a) shall comply wit, all
applicable Laws, (b) shall be eomptiablet (as determined in good filth by Lmndlmxq wilt the Building and till Building Systems; (c) shall not inlerfar•e
With Ito use add oCcupancy of tiny other portion of the Building at, the Project by any other tenants or then Invitees; (d) shall not be visible Noun the
exterior of the Building or Iron tiny Common Areas: and (a) shall not affect the inlegrily oi'the structural portions of the Building. In odditfon,
Lundlord may impose as a condition to Its consent in any Alterations, such additional requirements as Landlord in its sole disemtion deems necessary
or desirable (ivaluding, without lImUndaln, a roquireluent An, Tenant to obtain (o• require Its contractor to obtain) a completion and lien indemnity
bond prior la conmcncemeat of Lilly Alterations), Wilhin tell (10) days or written demand therefor, Tenant shall: (I) reimburse all costs and
expensm incurred by Lnndlard because orTemmn's Alterations and (ii) shall pay Landlord's suporvision lee in an amount equal m ten percent (10%)
of too cost or tine Alterations in question (Inevided that tin supervision foe shall be payable with respect to Permitted Alterations). 'tenant and
Tenant's eommetors shall comply with such construction odes and regulations and building slumlords as I..undlord only promulgate tom Limo to
b•01 fPChde Center Ur —Girl- ofSanto elncr Lease .g.
time, All direct and indirect costs rotating to any mudlQeations, alterations at, improvements of the Project or the Building, whether outside or Inside
of Ole Premises, required by any gavernmentul agency or by Low as a condition on• as the result of any Ahollation Squealed of• efleuted by Tenant
shall he borne by Tenant, and in oounaotion therewith, Londlont may elect to porRynn such maul 6 antic as, alterations or Improvements (at Tenant's
sole cost and expense) or require such performance directly by TonnnL
101 Perlbrmmaae of Alterations Wm9c, All work relating to all Alterations (other their the initial Tenant Improvements, which will
be performed by Landlord In accordance with the Work Letter) shall be porrermed 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 oily other tenants All occupants of the Project), And in
compliance with oily plans and specifications therefor that are approved by Landlord, any and all conditions imposed by Landlord traction, all
Applicable Laws, And the requirements of all carriers of bisuranco on the Premises, Building and Project, the Board of Underwriters, Piro Rating
Bureau, or similar organization. Tenant shall not use any portion of the Common Areas lu connection with the making of any Alterations, slid
Tenant shall not modify or alter any improvements or components of the Building or the Prolo it outside of the Premises. Upon completion of oay
Alterations (other than Permitted Alterntiona), Tenant shall deliver to the Building managamant spice, wltllln thirty (30) days following complet)an
of the Alterations, a reproducible copy of the "as built" drawings of the Alterations together with a CAD rile of the "m built" documents of the
Alterations (oarrent version of ALIIaCad),
10A &JLiegg& Tenant sliel pay when clue all costs for work performed and materials supplied to the Promises, Tenant shall keep
Landlord, the Premises, the Projeol and Tenant's loasohold Interest free floor all Encumbrances, including, without limitation, any of the same
relating to the Alterations or oily other work performed for, materials fbrnislled to or obligations Inourred by Tenant, And Tenant shall Indenuhily,
dethnd And hold harmless Landlord, the Promises and the Project of and from oily and nil Claims arising out of or• related to any Enemn altunces.
Tarrant shall satisfy or atherwha discharge all Encumbrances within Ave (5) business days otter Landlord notifies Tenant in writing that any such
Hen, stop notice, claim or encumbrance has been filed. Tenant shalt give Landlord not less than five (5) business days' prior written notice before
oomnronaing any Alterations fit er about the Premises to permit Landlord to post appropriate notices oPnat-responsibility.
10.5 agglityai And Ragtorntion• All Alterations (and Ole Tenant Improvements) shall beoania a part of the Premises mid shall
become the property of Landlord upon the expiration or earlier termination of tlila Lease; provided that by written notice to Tenant, Landlord may
require Tenant to remove some or ail of the Leasehold Improvements (other than oily Leasehold Improvements that existed in the Building as or du
Effoetive Date), in which event, prior to the date of expiration or lamination of this Lasso, Tenant shall remove the Leasehold Improvements
designated by Landlord to be so removed, and shall restore, patch and repair any resulting damage to the premises, Building and Project, nil At
Tenant's sole expense. All Tenant's Personal Property ovvaed or Installed by Tenant or any other Tenant Party in the Premises shall be and remain
the property of Tenant (or the applicable Tenant Party), and upon die expiration er earlier torrnioatlon of this Lease, Tenant shall, at Its sale expenso,
remove all such items and repair any damage to (he Premises or die Project entitled by such removal. If Tenant fulls to remove any such items or
repair such damage promptly After lice expiration or earlier termination of this Lease, Tenant (or the applicable Tenant Party) Shall be doomed to have
abandoned the same, in which case Landlord pray store the same at Tenant's expense (and Tenant shall pay Landlord due cost thereof upon demand),
or• appropriate the same for itself, and/or sell the some in Its discretion, with no liability to Tenant (or the applicable Tenant Putty).
Ajt„�IC,E l l -TRANSFERS
11.1 Restriction Permitted Subleases,
I LL1 Restriction, Except as provided in Section it L 2 below, Tenant shall not, either Involuntarily or voluntarily or by
operation of low or otherwise, make or permit any Transfer without the prior written consent of Landlord in accordance with Section 11.4 below.
Any Tivnsf'er iii violation of the provisions of this AIIIA I shall be null and void. Notwithstanding anything contained in 0iis Alicia 1 I to the
contrary, 'tenant expressly covenants And agrees not to annul Into tiny lease, sublease, license, concession or other agreement for use, occupnney, or
btllizallon Of the Premises which provides Ibr• rental or other payment for such aso, camp ancy or utilization based in whole o• in part on late net
income ite profits derived by any person Dom are property leased, used, occupied or utilized, and that any such purported lane, sublease, license,
concession or other agreement Shall be Absolutely void,
1I.1.2 Perndttud Sublcnsas. Notwifhsranding the forogning, Tenant: may, upon no less Own ten (10) business days' prim:
written notice, but without the need to obtain the consent of Landlord, Sublease space within the Promises to oily Approved Guvernmomal Entities.
Landlord shall cooperate with Tenant's efforts to consummate any, such subleases to airy Such Approved Govornmentai Entities, including, without
!Imitation, in connection with tiny proposed Approved snblense to tiny Approved Governmental Entity, by using commercially reasonable efforts to
comply with die 3tnte Requirements specified In Rxhh16h__'_L" nanallad heroin, Any sublease permitted without the coastal of Landlord trader this
,$„rejgtt,l I.j,2,(A. "PermittedSubleaso") shall not be subject to any the rcqulemeats, restriction or limitations set forth it) Section 11.2, Section 11.3,
. 'en r J-U. Section I I.5, or, tic for 11.6 below
11.2 •IV,q,(jc4 to lenullm•d. If Tenant desires to make a Transfer (oilier that a Permitted Sublease), then 'Tenant shall submit to
Landlord; (a) n Proposed Transfer Notice tit least twenty, (20) business days (and not mo a Mimi one hundred eighty (180) days) prior to the eflbcllvc
date of the proposed Transfer, And (b) tour (4) orighmis of the proposed Assignment or sublease or other Transfer document an a limn approved by
Landlord and tin❑• (4) originate of Ole Landlord's Consent to Sublease at Assignment and Assumption ol•Lease and Consent executed by Tenant and
the proposed Transferee. If Tenant modifies any of Ira mmerinl terms mid conditions relevant to a proposed TrAnskr specified )n the Tronsfer
Notice, Tenant shall rasobml stitch Translkr Notice to Landlocl for its consent. Following delivery are Transfer Notice, Tenant Shall ndditionall-v
provide such other inlormntiaa or materials with respect to the proposed Transfer and/or Tlanstbrec as Landlord may reasonably requust. including.
without limilnIon; credit reports, bnSinena pions, operating history, bank and ehnrticlerreferences.
11.3 Lnnlilord's Recapture Rlahis. At tiny time within twonty (20) business days after Landlord's recaipt of all orthe lul'urmntion
mid documents described in Section 1 1 2 Landlord may, At Its option, in its sole and absolute discretion. by written notice to TennnL elect to: (it) in
the Case urn proposed sublease, sublease the Premises or the portiun thereof proposed to be sublet by Tenant upon the Same tarns as those Offered to
the proposed subtenant' (Ill in the case OF a propOsod aasigfirnmm, lake ran assignment of (his Loose upon the same terms as those ollered it, die
801 if C1rto fearer Or -Char rtTSrnmr Alin Lenxa -10-
proposed assignee; or (a) terminals ills Louse!" Its entirely or as to the portion of the Promises subject to the proposed Transfer, with a proportionate
adjusbuoni in the Rent payable hereunder if this Lease is terminated as to less than ail of die Premises, For he avoidance of doubt, this Section 1 13
shall not apply to any Permitted Sublease.
1I.4 ladlin-d's CoNscalt,Standards;
I IA.I If Landlord does not exercise any ordle options described In Section 1 IJ above, then within twenty (20) business days
following Its receipt of a Transfer Notice (and all of the otter Items described In Splodoo 11,2 above), Landlord shall notify Tenant whetter it will
grant or withhold its consent to the proposed Trunsibe to accordance with Section 1 IJ below, Landlord's consent to any proposed Transfer shall not
be unreasonably withheld; provided, however, that In addition to any osier grounds available hereunder or under applicable Law for property
withholding consent to such proposed Transfer, 'fallen( acknowledges and agrees [lint It shall be rgasonabte for Landlord to withhold its consent to
any proposed Transfer iL' (a) in Landlord's good faith judgment: (1) the proposed Trausfarec does not havo the financial snength (taking into
Account all ofthe Transferue's other actual a• potential obligations and liabilities) to pertLrm its obligatlons will' inspect to the proposed Transfer (or
otherwise does not satisfy Landlord's standards for financial Standing with respect to tenants under direct leases or comparable economic scope), (it)
the proposed Transferee is of o choraoter or reputation orengagsd in a business which is not consistent will, the quality of the Project or the business
laid operations of the proposed Transferee are net. of comparable quality to the business slid Operations being conducted by direct tenants of Landlord
in the Project or (ill) the use of the Premises, the Building or the Project by the proposed Transfa•eu would; (A) significantly increase pedestrian
traffic in And out of the Building and/or the Project, (B) generate htcrreased loitering In Common Areas, (C) increase security risk, or (D) require any
Rherat]uns to ilia Building or (he Project to cmnply with Applicable Laws; (b) the proposed 'Pransforee has the power of eminent domain, is a
govemmmtai agency or an agency or subdivision of a foreign govammhe1%(0) the proposed Transferee intends to use any part of the Premises for a
Purpose not permitted under this Lease; (d) either the proposed Transferee, Or any person which directly or indirectly controls, is controlled by, or is
under common control with the proposed Trans%lcc (1) Occt,P]m space in tie Project or bas negotiated with Landlord whim the preceding one
hundred eighty (189) days (or Is currently negotiating with Landlord) to lease space In the Project or (11) is a direct coapatitor of Landlord; (a) en
F.vont of Default then exists; (f) the proposed'tmnsfer would cause Landlord to be in violation of another lease or agreement to which Landlord is a
party or would give an 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 falls to consent thahglo; (h) the terms of the proposed Transfer will allow the Transferee to exercise a right of renewal, right of
expansion, right offirst offer, or other similar rhoits held by Tonant (or wail allow the Transferee to occupy space leased by Tenant pursuant hh any
such right); (I) the proposed Transfer would be on economic lours (based upon effective rental rules) Moro favorable to die Transferal than the
economic terms then being accepted by Landlord for comparable direct leasing transactions In the Project; or p) the proposed Transfer would result
Ill more than (bred subleases per each fill] floor of the Premises being in effect at Any one time during the Term. For the avoidance of doubt, this
Section 1 14.1 shall not apply to any Permitted Sublease
11.4.2 Notwllhslnnding anything to the contrary in tills Lease, tf Tenant or any proposed Transleivee claims that Landlord has
u imm nnnbly Withheld its consent or otherwise acted In a ,tanner not permitted under this Article I I then the solo remedy or Tonant and such
Proposed Transferee If such claim is determined by a court of competent jurisdiction to he successful shall be a docla•Atory, judgment slid an
injunction for the relief sought without Any monetary damages or other Monetary relief. To the nmainuan extent permitted by Law, Tenant and each
proposed Tronsferoo hereby waive any and all ether remedies, locluding, without lindtallon, nny right at Inv or artily to terminate this Lease with
respect to any such claim. Tenant shall indenei ly, defend, protect and bold harmless Landlord Aron any and all Claims involving o asserted by any
paint party or parties (including, Wilhott Ihnimtion, Tenant's proposed 'transferee and/or say broker representing Tenant aid/or such Transferee in
connection with a proposed TmnsAA-) chaimlog they were damaged by Landlord's wrongful withholding or delaying of consent to any proposed
Transfer or other breach oflhls Article 11, Tenant acknowledges that Tenants rights under this Article I 1 satisfy the conditions act fain, In Section
1951,4 of tan CRI(foraiu Civil Code with respect to the Availability to Leadlorei of certain remedies for a dofault by Tenant under this Lease.
11,5 'transfer Profits. Subject to the provisions of till Article 11, if Landlord consorts tc any Transfer (ather than a permitted
Sublease), Tonant shall pay to Landlord 01ty percent (50°%) of any Transfer Ill oll s. Tenant shall provide Landlord with a detailed statement selling
forth the c ilcuhothin of any Transfer Profts that Tenant either has or will derive Irene a Transfer. Landlord or its representative shall have tine right at
all reasorhble times to audit ale books kind records of Tenant with respect to the cnlcti edmi or Transfer Profit. Ir such inspection reveals An
underpayment by Taunt of T ransf a, Profits, Tarsal shall pay to Landlord Are deficiency and the cost of Landlord's nudit within tau (10) business
days after its receipt orthe results of such audit. Partible ovoidalm of doubt, this Suction 11 5 shall net apply to any Permitted Sublease
11.6 landlord's Costs, With respect to each'rrnnsibr (other than a permilted Sublease) proposed to be corssuuumuted by Tenant,
whether or not Landlord shall grant consent, and whether or not Landlord's consent shall be required, T'amnt sha11, within ten (10) business clays
alter written request by Landlord, reimburse all of Landhm•d•s Review Expenses n lethm to such proposed TnanaRr. For the avoidance of doubt, this
Section 11.6 shall not apply to any Permitted Sub]easp.
113 Cuntinnhla Liability oi" Tenant. Nolwhlistanding the consummation or attempted consummation or any Tmasier under this
Article I 1 (including, but not limited to, any assignment of this Lense). Tenant shall remain as fully aid primnrdy liable for the payment of Rent and
air the porrormaneo of all other obligotions artheTuna no contained in tills Lease to the scone extent its IPthe Translhr had not Occurred. Any act or
omission of airy Transferee tint violates the terms of this lease shad be deemed a delimit. by Talent under this Lease. and fbl lowing expiration or the
applicable notice and cure period, shall be deemed ran EvorlofDafall, in which case. Uladlo•d rally proceed directly against. Original Tenmit(and/or
any or its successors its the "Tenant" hereunder) without the necessity of exhausting its remedies against such Trmnstboe (notwithstanding the fact
[hilt the Original Tenant (rind/or city of its sroces4ors as the '"I'ensnt" hereunder) may have assigned all of its right, title and interost in this I.,caso),
Landlord may consent to subseruent Trnaslbrs or this Lensc with 'transferees of Tonant, upon notice ill Tunael, bat without obtaining Its or that,,
consent thereto. and such action shall not retcve'I"enont of its liability under this Louse.
11.9 Nan-tVuivar, 'The consent by Landlord to any Transfer shall not relieve T'enmil; or• any Person claiidng through or under
Tenant, ol'tlhe obligation to obtain the consent aI' Landlord. pt,Ntmut to this Article 11. to nny Bather Tilhl l'er. Pollnwing tiny Transfer. Landlord
cony collect Rom fivrn the TrausPerec with Out waiving ally rights hereunder, and collection of the Runt froth A Person other than Tenant shall not be
801 rV Cfulc CNnrarOr—Clp�nfSnnrodui Ltnsv
deemed a waiver of any of Landlord's rights under this Atilok I t, an nccephutoe of City Transrereo as a tenant of Landlord, or a release of'1'ennnt
from the performants of Tenant's obligations under this Lease.
ARTICLE I2-SURORDI NATION AND AITORNMENTESTOPPELCERTIFICATES t fINANCIALSTATEMCN1'S.
1211 SubeftIIna tiart itptEAAil nmw2j.
12.1,1 This Lease, and the rights and interests o1'Ten6nt hereunder, are and shall he submalkate to all Security instruments
which now or horeoher constitute a Iron upon or affect the project, the Building or the Promises and the rights and interests of the Holders of such
Security lastruniorts, Such subordinnton shall be effective without the necessity of the execution by Tenant of any additional document for the
purpose of evidoncing 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 case, in the event of the termination or irAtu for of Landlord's estate or Interest In tha Project by reason
of any termination or foreclosure of any such Security Instruments, Tenant shall, notwithstanding such subordination, atom to and become the
Tenant of the successor in interest to Landlord at the option of such successor in interest. Panhormore, Tenant shall within 11ve (5) business days of
demand therefor execute any Instruments or other documents which may he required by Landlord or the Holder of any Security Instrument, and
speolloolly shall execute, acknowledge and deliver within live (5) business days of demand therefor a subordination of lease or subordination of
deed of trust, in the forvn requited by the Holder of the Security Instrument requesting the document. If requested to do so, Tenant shall attmm to and
recognize as Tenant's landlord under this Louse nay superior lessor, superior mortgagee or other purchaser or person taking title to the Building by
reason of tile termination or foreclosure of any Security Instrument, and Tenant shall, within live (5) business days of demand therefor execute any
instruments or other documents which may be required by Landlord or [lie Holder of any such Security instrument to evidence the attornnent
described In this ' rtgu_jJt,l.
111.2 Should any Current or prospective mortgagee or ground lessor Jr the Building or the Project (or any portion thereof)
require a modification or modl hcntions of the Lease, which modification or modiFieallons will not cause an increased cost or expense to Tenant, or in
any other way materially and odwrsety change the rights and obligations of Tenant hereunder, then and In such event, Tenant ngraes that This Lease
may be, so modified and agrees to execute whatever documents are required therefor and to deliver the same to Landlord within ten (10) days
feliowing Landlord's request therefor.
12.2 Estoppel Certificotca. Tenant shall, upon not less than ten (10) business days prior written notice from Landlord, execute,
acknowledge and deliver to Lnndlord a statement in writing certifying those Lhcts for which certification Inns been requested by Landlord or any
current or prospective purchaser or current at, prospective Holder of any Security Instrument, including, without limitation, that: (a) this Lease is
unmodified and ru full force and effect in, setting forth any inodifioolions that have occurred), (b) the detes to which the Base Rent and other forms
of Rent payable hereunder have hens paid, (a) whether or not Landlord is in default ill the performance of any oavonant, agreement or condition
contained in this Lease (and, if so, specifying such such default of which Tenant may have knowledge), and (d) city other facts forwlniuh certification
is reasonably required by Landlord or customarily required by any prospective purchaser or Holder to which such estoppel certifioate is bring
provided. The form of the statement attached hereto as Exhibit'9" is horoby approved by Tenant for use pursuant to this section 12.2, but Landlord
shall havo tine right to use other forms far such purpose. Tenant's failure to execute and doliver such statement within each tittle shall be conclusive
upon Tenant tort this Lease is In full force and effect without mod€l lac except as may he represealcd by Landlord in wry such certificate prepared
by Landlord and delivered to Tenant, Any statement delivered pursuant to this Seetlen 12.2 may be relied upon by any prospective purchaser,
mertgngea, ground lessor or other like eheumbrnoce• thereofor any assignee of any such encumbrance upon the Building or the Project,
t2:T :'"inmreFnl bftnteiie`Cis:'"'Ai: agyifiriii d tfilns die Terhi;"ferid'nl-:churl; upon"Five (5)"bu4rndss'iiuy`s'°p"rror notice floor Landlord,
provide Landlord with then current financial statements and ffinanefal slatemenm for each of the two (2) years prior to the then current calendar• year
for each of Tenant and ll$ Gumranto• (if any), Such statements shall be prepared in accordance with secondly accepted accounting principles,
consistently applied, and shall be audited by an Independent certified public accountant.
ARTICLE 13-CASUAL Tl'(TAKINC•
13.1 CHJUdICY
13.1.1 It in, of the Premises. Tenant shall proatptly notify Landlord in writing (a "Da nmge Notice") of any casualty event,
damnge or condition to which this Soction 13.1 is ar may he applicable (a "Cosu ilty"). Landlord shall, within a reasonable dale after the discovery
by Landlord of any damage resulting hula any Casualty ("Casualty Drainage'), subject to reasonable delays for Insurance adjusnnent or other
matters beyond Landlord's reasonable control, and subject to all other Icrors of this Sect nit jam' I, begin to repair the damage to the Project and the
Premises mocking foil mile]) Casualty, and shall proceed with reasonable diligence not to exceed 60 days to restore the Project gold Premises (tire
°Rustdndlou") to substantially the sure condition as it asked before Bach Cnsualty, except for modifications required by npplicable Lows or
covenants, conditions and restrictions, and modifications deo sled desinblc by I.andilad; provided, however, that Landlord shall not be required to
repair or replace ally ol'the Lousehoid Improvements or any of Tenant's Porsunnl Property (all of which shall be promptly repaired, restored And/or
rcpinced by Tenant). Landlord shall have no liability for any inconvenience or annoyance to Tenon or injury to Tenant's business as a result of any
Cosually, or the Resloretion, regardless of the cause therefor, dose (tent and Additional Rea payable under Sections 1.2 and 1.3, shall abate Wand
to the extent Tallant conics to Occupy a material portion of the Pninlaes flat west dannnged by n Casually and rendered unfit for occupancy (for the
Permitted Use) as a result theeor. for the period of time conmlenchng on the date Tenont vuuntes such damaged portion of the Premises and
continuing until the Premises RaSl0ralion is substantially complete (as musonobiy determined by Landlord); provided, however, drat Such abAlemcn[
shall be lindied to the proceeds cliental interruption Insurance proceeds with respect on the Premises end such Casualty collected by Landlord.
13.1.2 Rxecnt'ous of Landlord's Obliantinus. Notwithstanding anything to the conuary contained in this 5ectinn 13.1,
Lundlord adult have no obligation to repair the Premises Cad shall have the right to terminnle this Lease In any case whom: (a) oily portion of the
Premises or any mareriad portion of the Pn?iect is damaged and (b) ally of lho I'ullowing conditons exist' (1) Lnndlord estinhotes in good faith that the
Restoration cannot masmnnbly becomplocul (without the pnynran orovertinne) within one hundred eighty 11 S0) days nl'LuntlWld's discovery ofdre
601 [V ci le Ceuha•Dr—Ol, of sanur Ana Learn -12-
Casualty Damage, (II) the I -)alder ofany Seeurlly Instrument requires any insurance proceeds with nespecl to such Casualty Damage to be applied to
the outstanding balance Of the obligation secured by such Security hrstrxmnent, (111) the cost of the Restoration is not fully covered by insurance
proceeds available to Landlord and/or payments received by Landlord fi•am tenants, (iv) Tenant shall be entitled to an abatolnent or Rent under this
Section 13 I for a period of time in excess of Thirty-three percent (330/0) of the remnlader of the Tenn, or (v) such Casualty occurs during the last
eightecu (18) months Attila Term (disrogordiug Extension Tarsus, irony). Such right of termination shall be exercisable by Landlord by delivery of
written notice to Tenant la any time following the Casually until sixty (60) days following the later of; (A) delivery of the Darooge Notice or (B)
Landlord's discovary or deterndnation litany ofthe events described In clauses (1) through (v) cribs preceding sentence, and shalt be effective upon
delivery orsuch notice of lerminnllon (or IFTanatt has not vacated die Premises, thirty (30) drys thereallor),
13.1.3 waiver• Landlord axl Tenant agree that die provisions of this Section 13.1 and the remaining provisions orthis Lease
shall exclusively govern the rights and obligations of the parties with respect to any. and all damage to, or destruction of, all or any portion Of the
Promises or the Project, and Lnndlord still Tenant hereby waive and release spot, gild all of their respective common law and statutory rights
Inconsistent herewith, whether now or hereli niter in offset (including, without limitation, Sections 1932(2) and 1933(4) of the California Civil Coda,
as amended front lime to lime).
13.2 Iliking, Villa whole or a material portion of the Promises, die Building or the'Praject shall be taken under the power ofeminent
domain, or sold to prevent the exercise thereof (collectively, a "Taking"), this Lease shall automatically terminate As of ate earlier of the date of
trail star of qua rem III rig but such Taking or the date of transfer of possession resulting Elora such Taking (the "Tatting Dote"). In lire event of a
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 thavaf, Landlord may temnfnate this Lease upon thirty (30) days written notice to Tenant given at any time within sixty (60) days
following the Taking Dote. If a portion of the Promises is so taken and this Lease in not terminated; (a) Landlord shall, with reasonable diligence
and at Landlord's cost (to the extent of the condemnation award received by Landlord), proceed to restore (to the extent permitted by Lows and
covenants, conditions and rotriedonS then applivabte to the Project) the Premises (other that Tenant's Personal Property and Leasehold
hnprovanerds that are not consistent with then Building Standards) to a complete, flinelio ihig unit and (b) the Base Rent payable hereunder shell be
reduced proportionately based col the portion of the Promises so taken. Except as expressly provided otherwise in this Nection 112, tine entire award
for any Taking shall belong to Landlord (without deduction for any estate ar Interest ofTena t), except that Tenant shall be entitled to independently
Pursue a separate award far the lose Of, or damage to, Tanall's Personal Property and Tenant's relocation costs directly as suitnled with the Taking
(but Tenant shall not otherwise assert any ola[m against Landlord or the condemning authority). No Taking of any portion of the Promises, the
Building at, the Project (or any portion thereof) for a period of less that hvo hundred seventy (270) days (n "Temporary Tatting") shell terminato
this Lease or stride Tenon to nay allurement of the Rent payable to Landlord under this Lease; provided, however, that any award for sty such
Temporary Taking shell belong to 'Tenant, but only to the extent that tine award applies to guy time par7od during the Term of this Lease. This
Section 13.2 shell be Tenant's sole and exelaShIn remedy fit tile event of a Taking, Each party hereby waives the provisions of Sections 1265,130
And 1265.1$0 of the Califbrnla Code of Civil Procedure slid die provisions of any successor o• other law of like import.
ARTICLE 14 INDI'MNIVICATIQN AND IN i1RANCD
14.1 I1hr(yar of Liability and lndonnificltion, Except to the extent expressly provided to the contrary herein, Tenant hereby waives
all claims and causes of action against Landlord and all or the other Landlord Pallas fa• any damage to persons or property (including, without
limitation, loss of proFlts and intangible property) In any way raising to Tenant's use and occupancy ordte Preniaea Iron any effuse whatsoever,
Including, without limloni0n Inv, explosion, falling piaster, steam, gas, air aoriaminants m• emissions, afectrielly, elect] lost or electronic emanations
Or disturbance, water, rain or snore or leaks from any part lire Building or from the pipai'Appliances, equipment or plumbing works arrant the roof,
a(mot or subsurface or tram any other place or caused by dampness, vandalism, malicious mischier, Tenaal shall indemnity, defend, protect and
hold harmless landlord and each of the Landlord Parties from slid against any and all Claims that urine out of, are occasioned by or are in any way
attributable to; (a) the use or occupancy of tine Presses a' any portion of the Project by Tenant, (b) due acts or omissions of Tonaat or may Tenant
Party, (a) any default of this Lease by Tenant, or (d) Any litigation or other proceedings bohvoeu Tenant and any third party; provided that'fennat
shall not be required to as Tndenunify, delbnd or hold Landlord or guy of the other Landlord Pardee harmless to the extent that any such Cluims arise
outorlhe gross negligence or willful misconduct QMnlaflord, its agents or e 1playees,
143 I nsurunce. AL all times during the Term ofthis Lease, Tenant shall: (a) procure gird maintain, at its sole expense, the insurance
peI Ecies described In : tihit "G", attached hereto and (b) otherwise comply with each slid all of the obligations and requirements set forth in Exbibi
�. Landlord makes no representation that the insurance coverage speoified to be curried by Tenant pursuant to this E •h ' it "G" Ili adequate to
protect Temmlt ugninst Teattat'a tauderlakings under the terms of this Lease or otherwise, and iffennlnt believes that such insurance cove•ago required
under this Lease Is insutlicicn, at Its own expense, Tenant Shall provide such additional Insurance as Tenant deem adequate.
14.3 Miniverorsuhrralio.NotwithstandinganyprovisionofthisArti•1e14tothecontrary,LnntllumlandTenantintenddmttheir
respective property damage loss- risks still(] be borne by their respective insurance carriers to ire extent orthe property damage insurance that each of
Landlord and Tenant are required to carry under ExhibP 'YJ", and except as expressly provided otherwise In this Lasso, In the event of a property
loss. each of Landlord and Tenant hereby agree to look solely in, nod seek recovery silly from, their respective property damage Insurance cArriers to
ilia extent dot such property loss is of a type that is covered by the literally damage insurance It is mquirecl to carry under Exhibit "0". As long its
such waivers of su6roginion sum reasonably ovailabla, each of the parties hereto hereby waives all orits rights and claims against each of the other
ponies hereto fir such [Osseo. lint] provided such waiver of uubrogation snail not nftbcL the right of such pity as the insured under its property
daltago policy lot- policies) in recover thermaider, wnlvcs all ofdul rights orsubregation arils propeny danago Insurers. The parties hereto timber
agree that, so ]Ong as na material Additional premium is charged lherelbre, their respective property insurance policies are now, or shall be, endorsed
such (lint the linaguing waiver ufgull 00311 iol shall lint affect the right of dtc Insured to recover thereunder.
AR3-ICLE li-. EVIiNTS OP I)PtrA ill T' AND RENTED IE$
IS11 Events of Dsfgult By Tenant. The OCL•an'enae of any of rile lullowing shalt Constitute a material defuudt and breach of this
Lease by Tenant (as ,Event of Doiinult"1;
001 WClvir('eufvrUr- L'rp•ofSrunn:tun Liam - J-
15.1,1 Any failure by Tenant to pay any Rent or any other charge required to be paid under this Leese, or Hay part thereof (or
to perform any of Its obligations under Article 6 above), if such Pollure continues for three (3) days following Landlord's delivery of written notice
thereof
15.1.2 The abandonment or the Premises by Tenant, or the vacation of the Premises by Tenant for a period of ten (1 O)
consecutive days (with or without the payment of Rent), or the Failure of Tenant to take occupancy of the Premises within thirty (30) days of the
Commencement Date (It being agreed that the fact that any of TenanPs Properly remains In the Premises shall not be evidence [hat Tenant Iles not
vacated or abandoned the Promises).
15.1.3 Any failure by T enent to execute and deliver any statement or doer ment described In Article 12 requested by Landlord
within the time periods spool fled therein, If such failure eonllnues for three (3) days niter Landlord's do lively or written notice thereof,
15.1.4 The failure by Tonanl to observe or perlbrnn any Other provision OF this Lease to be observed or performed by Tenant,
other than those described in geq{lons 15.1.1•, IS.{ 2 and 15.1 I above, If such tbilure continues dir lwnnly (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 deFaudt is such that it cannot be cured within ilia twenty (20) day period, no Event of Default shalt exist if'I'ananl
commences the outing of the detanitwlthin ilia twenty (20) day period and thereafter diligently prosecutes lire same to completion.
15.1.5 The making or Runishing 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 materiel respect when made or
Pomisllefi
15.1.6 The assignment, subletting or other Transfer, or rely attempted assignment, subletting orodtorTransfer,ofthis Lease in
violation of Article 11.
15,1,7 Tile f liq or execution or ouourrarae of any one of the fallowing; (a) a petition in banluvploy or other insolvency
proceeding by nr against Tenant or any general partner of Tenant, (b) a petition or answer by Tenant or ally general partner of Tenant seeking relief
under any provision of the Bankruptcy Act, (c) an assignment by Tenant or any general partner of Tenant for the benefit of creditors, (d) a petition or
other piveeoding by or against Tenant or any general partner of Tenant for the appointment of a trustee, receiver or liquidator of Tenant or any
general partner of Tenant or any property of Tenant or any general partner of Tenant, (e) a proceeding by any governmental authority, for the
diawletion or Ilquidation'of Tenreht 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 conaem, er (f) an admission by Tenant or any general partner of Tonanl of Its liability to pay Its debts as they
become line.
15.1.8 The dafault by any guarantor of 'tenant's obligations hereunder under any guaranty of this Loose, die attempted
repudiation or revocation of any such. guaranty or the participation by any sack guarantor in anyother event described in this Section 15.1 (as if this
Section I5 11 relerred to such guarantor In place cfTenant).
15.1.4 Any dalault that contnues beyond die applicable notice and cure period by Tenant or any Affiliate of Tenant under any
lease (other than this Lease} between; (a) Landlord at any Affiliate of Landlord and (b) Tcnantor any Affiliate orTenant.
All of tie nodoaa daserlbid in this Soglioh 15,1 shall be in Half af, and not in addition to, any notice Lentil fired uncle Sermon 1161 of fie
Cliffortiin Code of Civil Procedure or any other law now or hereafter in afloat, requiring that notice of default be given prior to the commencement of
an unlawful detainer or other legal proceeding.
15,2 RamcdM. Upon the occurrence of any Event of Default by Tenant, !it addition to any other rfinedies avallable to Landlord at
taw or in equity, without any 0n[he• notice or demand whatsoever Landlord shall have the option to pursue any one or inure Of ilia MarOdiaa
described in Section I OTE- i, itm attaobad he•ec, each and all ofwhich shall, subject to applicable levy, be cumulative and nanexelusive (and all
oflheotharpmvlsionsof SL_LLhof ibit"H"shall apply toall Event orDedouhby'rennnlhereuader),
ARTICLE 16 — LANDLORD WAULT[ LANDLORD'S L LAR11 M'
16.1 LpaAlne•d 1)efnnlf: Landlord's Falure to perform or observe any of its obligations under this Louse shall col7stih¢e a material
cleftuh by Landlord under this Lease (a "Landlord Default") only If such 1111lum shall continue for a period or thirty (30)days Otter Landlord (and
elicit Nodded Party) rccelves written notiao from Tenant specifying (anti describing in reasonable detail) fllc alleged default (and identifying the
applicable Lease provision(s)); provided, however, that if the nature of the deinult is such that It caunol 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 wid,fn thirty (30) clays fbllowing its
recclpt of Tenant's default notice and thereafter diligently prosecutes ilia same to completion. Subleot to the remaining provisions tortilla henso,
following the, occurrence of any Landlord DeBmlt,'feneu shall have the right to pursue any remedy nvnilable under Law for such Landlord Default.
by L,nadledt provided, however, that in no case shall Tennnt have any right to terminate this Lease en account litany such Landlord Der'uuft.
16.2 ),aadicrd's Lease 131161•taidn , Notwithstanding anything to the contrary contained in this Lease or any other Lease
Lhcuments, It is expressly unde5tood and agreed by laid bahWen the pordea hereto Chat; (ill) [he recourw of Tenant of Iis succcs'sors or osi dg11a
against Landlord (and the liability of Landlord to Toapnl, its Successors Lind assigns) 1vl[h respect (o: (1) any actual or alleged Ismuch Or breaches by
Orlin the part of Landlord Orley of Landlord's Lease Undertakings or W) say matter odining to Tenants use or Occupancy Vale Premises shall be
limited to an anhennt equal to the lesser of; (x) Landlord's equity Interest in the Building and (y) the equity inlelvsl Lendlo[d would have in the
Buildfug drncc Building were encumbered by independent secured fiiumcing equal in eighty percent (80'14.) of the value of the Building; (b) T'anunl
shall have no recourse ugninsl ally after OS$03 of Landlord or any Other landlord Perks (or their oriccrs, dhvoto-s or shw111OWans): (c) except to
the exre^lit nl Lttllltord's equity Interest in the Qudlhng(lo tile exten previcied above), no personal linbility or personalresponsibilityorally .sort with
respect to any nl' Lnndho d's Lease Undeautdngs Or any alleged branch Hereof Is assunmd by, or shall lit Lilly time he luserted m• ellbroeable oaniast,
801 IVC9oic .14-
Landlord or any of the other Land imel Parties, and (d) tit no time shall Landlord be responsible or liable to Tenant for any lost profits, lost eoeloanio
opportunilies or oily fdrm of consequential damnge as the result of any actual or alleged breach by Landlord of Landlord's Leese Undertakings or In
connection with any other mutter ranting to Tenant's use or occupancy of the Premises,
16.3 Site by Landlord. A sale or conveyance by Landlord of the Project or of any portion fhefeof containing the Premises shall
operate to release Landlord f -ton oily Ilubilky with respect to any of the agreements, obligations, covenants or conditions, express or implied, heroin
contained in favor ofTennnL (lint are to be perronsed aflar (and/or that first scenic Slier) such sale e• conveyance, and Tenant agrees to look solely to
die successor In fnlerest of Landlord in and to this Lease fertile performance ofall ofthe agreements, obligations, covenants or conditions, express or
implied, herein contained in hbva' orTenmrl that are to be performed attar (or that full nocnlo after) such sole or convoyturce (and for sotisfitalon or
all liabilities arising out of the some). Tills Lease shall nor be affected by any small sole, however, and Tenant agrees to otters to the purchaser or
ogsignee, such attornment to be effective and selFaperative without the execution crony fordnor insu•tunents by any orthe parties to tills Lease,
AIMCLE I7 -M15Ct'lJ ANGOUS
17A Natics, , All notices, requests aadlor demands which Landlord or Tenant inay 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 all Alternative to personal sorvioo, by
mallhng the panic by registered or certified mail, postage prepaid, or by a reputable overnight mender service, which provides evidence of deOvcry,
addressed to the Landlord at the nddress for Landlord set forth in ll_ea�yp,111_2 of the i3aaic Lease Provisions mid to Tenant at the address far Tenant set
Perth ill Items, I Ll of the Basic Leese Provisions, at,, from and alter the Commencement Date, to tho Tenant at the Premises whether or rot Tenant has
departed -Gem, abandoned or vacated the Premises, or addressed to such other Address or addresses as either Landlord or Tenon may A,= time to
time dealgriate written notice [cilia arbor, Any such notice, request ordonlmnd shall be deemed to have been served at the time the same was posted.
172 DXjjhU The parties recognize as the broker(s) who procured tills Lease, the fore(s) specified in Item 9 of the Basic Lease
Provisions and agl'ee that Landlord shall be solely responsible for the payment of oily brokerage commissions to said bmkpr(s), and that Tenant shall
have no responsibility therefor unloas written provision to the contrary Isms been made a part of this Large, if Tenant has dealt with any other person
or rest estate broker in respect to leasing, subleasing or Tenting space in the Building, Tenant shall he solely responsible for the paynsant of nny The
due said pomrni or firm and Tenant shall protect, Indemnify, hold harmless and defend Landlord fi•om any Claims rolatiug thereto.
17.3 Rights Reserved by Lapyllord,
173.1 Entry by Landlord. Landlord may enter the Millions at all reasonable limes to: (a) inspeot the same; (b) exhibit the '
same to prospective purchasers, lenders or tenants; (c) determine whether Tenant Is Worrying with all of its obligations under, this Leese; (d) supply
janitorial and other services to be provided by Landlord to Tenant under this Loose; (a) post notices of non -responsibility; (a) exercise any or
Landlord's rights or perform any air Landlord's ohOgations under tills Lease•, (t) make refining or improvements ]a or to the Project or the Premises
(provided, however, that all such work shall be done AS promptly as reasonably possible and no as to cause as little interfa'eniee, Ie Tenant us
reasonably possible) or (g) for any other reasonable purpose. Tenant hereby waives any claim Inn damages for any injury or Inconvenience to, or
Intel ference with, Tenanes business, any loss of occupancy or quiet enjoyment orthe Promises or any other logs oceasioned by such entry, Landlord
shalt at all (fates have and retain a key with wdilab to tin look oil of the doors in, on or about the Promises (excluding Tenant's vaults, safes and similar
sells designated by Tonnnt Ili wrilhig in advance), and Landlord aholl have Ole right to man nay and all recalls by which Landlord any deem proper to i
open such doors to obtain entry (o the Premises, and any entry to the Promises obtained by Landlord by any such menus, or otherwise, shall not u ndcr
any cirounismaces be deemed or wnsh'ued to be a forcible or unlawful entry into or a detainer of the Premises or on eviction, actual or constructive,
of Tenant from oily part or tine Premises. Such entry by Landlord shall not act as a termination of Tarant's duties under this Lease. IfLandlerd shall
be required to obtain entry by means other than a key provided by Tend, the cost of such entry shall be payable by Tenant to Landlord.
17.3.2 Right to Lenscr Proieef oil I oiidiaa Nulne itnd Siensue. Landlord reserves the absohor, right to: (n) Image space In
[he Project and to a'oate Stich other tenancies in the Pttljed as landlord, Ili Its sole business judgment, shall determine is In the best Interests of [he
Prejed; (b) to change the name or Rorie( Address of the Building and/or the Pro 001; and (c) to Install, affix mail maintain any mid all signs tin the
exterior and el the biterior of the Bnllding and/or the Project as Landlord may so desire, in its sole discretion. Landlord does not represent gild
Tenant does not rely upon any specific type or number of lean its occupying any space In die Building or the P%jaet during [lie Term of this Loose,
Tenant shall moll without the prior written consent ofL.asdlori, use file name of tine Building and(or the Project, or oily pictures or Illustrations of fle
Building and/or the Project. in Tanml's advertising or in oily other publicity, and to the "[cut that Landlord grants such consent, shall retail to the
Bnllding And/air the Project by the name designato(I by Landlord.
17.33 The Other Imin rovcmcnts, If pennons of the Projoel or property odfncenl to the Project (collectively, lire "Other
I Improvements") are moiled by all crafty other than Landlord, Landlord, at Its option, In its sole and nbaclute r lscration, any oilier into an ngraenienl
with tine owner or owners ar any of All of the olhor Improvements to provide: (a) for reciprocal rights of seems and/or use of the Project mid the
Other Improvements; (b) for the common mmnuganient, operation, maintenance, improvement and/or repair of all or oily portion of the Project and
tine Other Improvements; (A) for the allocation of a portion or (ha operating Expenses to the Other Improvements and Ilia Operating expenses mild
taxes for the Other Improvements to are ProJecq and (d) tell the mac or improvement of (he Other (improvements and/or the Project In connection with
the. improvement, consu•uction, old/or excavation of the other, Improvements Andlrn' the Project. Nothing contained herein shall be doomed or
construed to limit or utlie•wise nlTect Landlord's nigh( to convey all or sail poi lion of the Project or Any other of Landlord's rights dosc'ibed in this
Lease
17.3.4 Ranorntinn of the Project and Other IndnrovemenlvlCunxtruetion al'New Imgr•niengonts. Tenant aalomwledges
ONE portions orlhe ]'reject and/or die Other Improvements me), he wider crnmtrLwOoll fo[Imvlag'fannnl's occupancy orthe Premises, and dint such
ealistrnetion troy result Ill levels oflmile. dust, Dhsn'rmllon of access. etc. wholl are, Ill excess ofdim present ;a a OIBy constructed prof out. Tenant
Acknowledges and Hynes [hilt 'Landlord may Alter remodel, improve, and/or renovate (colleedvely, the "Cunstractionl Work") the Bidding.
Premises, and/or the Plnlcct (Including, with(ul linnitmion, by constructing new improvemenis in Common Areas), old ill cotlnectloil with ally
Censtrucdon Work, Ltlndlorl may. among other things, erect scalitilding or outer necessary structures In Ilia Building, or elsewhere In to At the
801-O'Ch'ic C'enrer of- Uhl a% San l,1118 i:nad'✓ - I5-
Project, restrict acoesa to portions of the Project, including portions of Ilia Common Areas, or perform work in the Building and/or the Protect.
Tenant hereby agrees that such Construction Wotk and Landlord's actions In connection with such Construction Work shall in no way constitute a
constructive eviction ol'Tenohl nor Anti tie T'emmit to any abatement or Rent. Landlord shall have no responsIbi Illy or IlabiIfty to Tenant for oily
Injury to or interference with Tenant's business arising cum oily such Conshucllon Work, And Tenant shall not be entitled to oily damages final
Landlord far (ass or use of the Premises, in whole or hn part, or for loss of Tenant's personal property m• Improvements, resuhing From the
Construction Work or Landlord's notions In correction thetuwlth or for any Inoonvenlenca occasioned by such Construction Work or Landlord's
actions in'aonaect[on therewith.
17,3,$ Other Abili(g Reserved by Landlord, Landlord reserves ilia following rights exercisable without notice (except as
otherwise expressly provided to the contrary in this Lease) and whhout being, deemed on aviation or disturbance of'rennnt's use or possession of tho
Premises or giving rise to any claim for setoff ol• abatement of Rent: (a) to designate and/or Approve prior to installation, all types ofsigns„window
shades, blinds, drapes, Awsrings ar other similar items, and all Internal lighting that may be visible final the exterior of the Premises and,
notwithstanding the provisions ofAttig1:10 ilia design, arrangement, style, color and general appearance of the portion OF the Premises visible from
the exterior} and contents thereof, including, without limitation, A rnhure, fixtures, signs, art work, wall coverings, carpet slid decorations, and Ali
changes, additions and removals thereto, shall, at all times have the appearance of premises having the $Rule type of exposure and used fir
substantially [lie scone purposes that Oro generally prevailing in first close ofllcs 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; (a) to change the arrangement of entrances, dams, corridors, elevators and/or stabs in the Building and/or (lie Project, provided no
such change shall nmterlally adversely affect access to die Promises; (d) to grunt any party the exclusive right to conduct any business or render oily
service in the Building ar In the Project, provided such exclusive right shall not operate to prohibit Tenant from using the Premises for the purposes
permitted order this Lease; (a) to prohibit the placement of vandlug ordispensiag mantles orally kind in or about the Premises other than For list by
Tenant's employees; (1) to prohibit the placement of video or other elad onle, genes in the Premises; (g) to have access I'or Landlord and other
tenants of the Building to any mat[ cla tas and boxes located in or on the Promises according to the rules of the United States Post OfBOe and to
discontinue any mall ohuto business in die Building and/or the Project; (h) subject to Tenant's lights of Recess under Section 2 to close the
Building after normal business hours, except that Tenant and its employees and Invitees shall be entitled to admission at all times under such Italian
and regulations as Landlord prescribes for security purposes; (I) to Install, operate and maintain surveillance systems which monitor, by closed circuit
television or otherwise, all persons entering or leaving the Building And/or Ilia Project; 0) to fnatall and maintain pipes, dude, conducts, wires And
structural elennetts located in the Promises which setae otfmr parts or odor tenants of the. Building and/or the Project; (k) to retain at All limas master
keys or pass keys to the Promises; (1) to modify, change, add to or delete the design, configuration, layout, size, Ingress, egress, areas, method of
operation, and otter characteristics of or relating to the Parking Facilities at any time, and/or to provide for nonuso, partial use or restricted use of
portions thereof, (in) to delegate mount of the Peaking Facilities to a parking operator (and/or to master lease the Parking Facilities to a parking
opernmr) in wliiclt case Landlord may, assign any or all of the tights, Including rights of control, attributed hereby to the Landlord to such parking
operator, And (n) to take (and require Tenant to take) reasonably appropriate action to comply Will say Law or mandatory controls or voluntary
centrals promulgates( by any governmental or quasl•gpvernnsantal authority, or public utility relating to: (1) ulna use or conservation of energy, water,
gas, light or elootrfolty, reduction of automobile or other emissions, or die provision of any other utility, or service end/or (If) the reduction anrt/m•
Inalagoment of hafflo, transportation or parking In or mound file Project.
17.4 LigiLt and Air. No diminution or shutting off of any light, air or view by any structure Italy or hareatier created shall In any
manner Affect This Lease or the obligations of Tenant homanden; or hnoroasc any ofthe obiigatfous of Landlord haennder.
17.5 Force 64olorre, Lendamf shall Incur no liability to 'Formal. with respect to, and shall not be responsible for any failure to
perlbrm oily of Landlord's oblISMInrrs hereunder if such failure is ceased by any reason beyond the central of Landlord, Including, but not limited to,
strike, labor trouble, governmental rule, regulations, ordinance, statute or Interpretation, or by pre, earthquake, civil commotion, or failure or
disruption of utility services (a "Force Nlajet re, Event"). The amount of time Ibr Landlord to perform cry of Landlord's obligations shall be
extended by the amount of Lime Landlord is delayed In perfornn(ng such Obligation by reason or tiny such Force Majeure Event whether similnr to or
different from the foregoing typos of occurrences.
17.6 Attorneys'Fees; Governing Law:NoComtereirbutChoice OFLawS:Wnlve•ot'JnrvTHAI
17.6.1 Attorneys' laces, Ifellher Loidlorcl orTenant shnll commence ally fiction orother proceeding against die other arising
out of, or relating to, this Lowe or the premises, the prevailing party shalt be entitled to rooaver Peon the losing party, hn addition to ally color rallef,
Its aclunl Attorneys' fees irrespective of velmlhm• or not ilia action or other proceeding is prosecuted to ,judgment and hn•espeo[fve Of Any Court
scheduio or reasonable attorneys' toes. IA Addition, Tenant all all reimburse Landlord, upon demand, For all ronsnnable attonneys' tees incurred in
collecting Rent ar otherwim Seeking an forcemcaL agn last Tenant, its sublessees and asslgns, eFT'enanIt's ail haldons under this Lease.
17.6.2 Cnverninp Low This Lease shalt be governed by, and oonoolled In Accordance with, ilia laws of the stale of
Ceti fora in (without regard to its coulliol tiphnvs prinaiplos).
17.6.3 Choice ox T�ictloil. Tenant hereby submits to local judscllction f l the State of California and Agrees dial any
action by Tcnanl against Landtold shall be instiluled in the State ofefillfornia slid Ill Io ndlord shall have personal jurisdiction ovm•'I'enanl for any
action brought by Landlord agnlnsf'fennnl In the State OfCalclornta,
17.6,4 Waiver AT Trial by dmv, TO THE FULLEs"r EXTENT PERMITTED BY LAW, LANDI,ORD AND TENANT
FAC.'H EXI'RLSSLY WAIVE THEIR RIGHT TO TRIAL, BY JURY IN ANY TRIAL I IELD AS A RESULT DI' A CLAIM ARISING OUT OF OR
IN CONNCCT'ION WI'fl_I TF[IS LBASE IN WHICE LANDLDRD AND TENANT ARE ADVERSE PARTIES. 'I'LII FILING OF A CROSS.
CO,MPLAIN'I' BY ONE AGAINST" I'L HE OTFI ER IS SUPPICIENTT'O MAKE THE PARTIES "ADVERSF•'
17.7 nfAC Conrnfinnea, Tannin represents, warrants and covenants to Landlord: (a) that neither dne'renant nor any person at entity
that directly oiwrs it 10%O• greater equity interest fit It nor any of its Officers, directors or managing members is a person or entity with whmn U.S.
NO W 04c Center De —CIO, nJ'SnnlnAlar Lmaa -16,
Persons ar entities ere restricted from doing bushmss under OVA regulations (including those named on OFAC's Specially Designated slid Blocked
Persons List) or under any statute, executive order (Including, without ihishalion, Executive order 13224, or other governmental action, (b) that
Tellum's activities do not violate the Money Laundering Ant, and (a) [lint throughout the term of Iola Lease ilia Tenant shall comply with Executive
Order 13224 and with the Money Lnuudering Act.
17,8 ate Steelfle ltetLujremegtk,
17,8J Cgltl'mmin Civil Calla Section 1)38. As of tine date of this Lease, the Premises, Eullding 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 consitiveden•related accessibility standards under state law,
-Although state law does not require a CASp Inspection of the subject premises, the cmnmereial property owner or lessor may not prohibit the lessee
ar tenant ii'om obtaining a CASp Inspection of the subject promises for the occupancy o' potential occupancy of the lessen or imam, if requested by
the lessee or tenant The parties shall mutually agree on the grrengemmrta for the time and manner of the CASp Inspection, ilia payment Offl a fee Ina
the CASp Inspection, mid the cost of making nay repairs necessary to correct violations of constnnctiomreiated accessibility standards within the
Premises,
17.8.2 ght1bruia Public Resources Code Section 2540210, Pursuant to California Public Resources Code Station
25402.10 and the regulations adopted thereunder (together unto any future law or rogi lotion regrading disclosure of energy efficiency data with
respect to the Project the 'Electrical Cnergy Disclosure Laws"); (a) Landlord is or may be required ro disclose to third parties (including, without
limitation, prospective pmehasers, lenders and tenants of the Project) information concerning the amount of electrical power consumed at the Project
("Ctech'icat Energy Use Disclosures"), and (b) in order to make such Electrical Energy Use Disclosures, Landlord may need to obtain Infatuation
regarding, Tenant's consumption of electrical power in the Promises (if and to the extent that delivery of eicolrloal power to the Premises or arty
applicable portion thereof that is measured by a meter in Tenant's name). Accordingly, Tenant agrees to cooperate with Landlord in connoodon with
any such Electrical Bnergy, Use Disclosures, including, without limitation, by providing to Landlord, within ten (10) days following Lessor's request
therefor; (i) copies of (or access to) hills or other mcands reflecting the delivery of electrical power to ilia Promises or any applicable portion thereof
(lint is measured by a motor in Tenant's name and/or (11) other Information (such as without limitation, the number ofamployaw regularly working at
the Prato [sea (or any applicable portion tlimieok , file types of equipment regularly used a[ the Premises (o' any applicable portion fhareol) and/or tine
regular operating hours at the Premises (of any applicable portion thercoD) that is reasonably required for Landlord to estimate the amount of
electrical power consumed at the Premises,
17,9 Irnh• p(pjnynaont Praetires/IYmaDCse•huinatnu, Landlord agrees, suhect to applicable laws, rrdos and regulations, that no
person shall be subject to discrimination in the performance of this Lease on the basis Of met, color, religion, national origin, sex, sexual orientation,
gender identity, AIDS, FIIV status, ago, disability, handicap Or veteran status. Landlord shall Lake affirmative action to miser: drat applicants are
employed and that enlplayee.1 are treated during employment without respect to any or these bases, including but not llmlted to employment,
upgradlog, deviation, manefer, mmvidnanq rcondiment advertising, Inyo if, termination, rates ofpay or omrr, thins ofcompensation, and selection for
training, including apprenticeship,
17,10 Intgrnrolathin Tenant acknowledges that it has read and reviewed this Lease and that it has had ilia opportunity to confer with
counsel in die negotiation of this Lease. Accordingly, this Lease shall be construed neither for nor against Landlord or Tenant, but shall be given a
Fair and reasonable laterprrelation in accordance with the meaning of its toms and the intent of the parties. All captions, headings, titles, numerical
rel'arences and computer highlighting fire for Convenience only and shall have no effect on the interpretation of this Lease. All terms and words used
in this Louse, regardless of the number or gander in which they are used, shall be dammed to include the appropriate number and gender, as the
context may require, Each covenant, agreement, ohligatloli or other provision of this Lease to be perfonmed 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 the performance of all
obligations hereunder. In tine event any provision of this Lease Is found to be unenforceable. the., remainder of (his Lease shall not be affected, and
any provision found to be InvAlid shall be enforceable to the extent permitted by low. The pa'tles agree that if lwo d(ffereat interpretations may be
given to any prevision homunder, slue of which will render the provision unenforceable, and one of which will render the provision enfarceoble, the
interpretation rendering the provision enforceable shall be adopted.
i7.1'I No Parmarshin or Joint Yeaturo: No Third Partv aund3dt ri •a. Nothing cmnnincd in this Lease shall be deemed or
constued to create the rclndonship of principal and agent, or partnership, or joint venture, or any other relationship between Landlord and Tenant
other than landlord and rennnt, Landlord shall have no obligations hereunder to any person or entity other than Tenant or any person or licitly
clahning through Tenant, and no other, parties stall have any rights hereunder us against Landlord. For die avoidance of doubt, it Is understood and
agreed ulna( Persons (lint are Landlord Parties are intended third party beneficiaries of and shall have the right to enlbrco Sections & , 14.2, 14.3 and
16.2 ubova
17.12 Entire Aereentanit Annendineit! SneeLlusaiy. Survival of Old a' ns, This Lease contains all of [ha agrcemems and
understandings relating to the lousing of lilt Promises and the obligations of Ltmeflord mid Tenant In connection w1tn such leasing. Landlord has nil
ouade. and Tennnl is not relying upon. any Wei ranges, or represmitations, promises m'sntcnnenls made by Landlord or tiny agent of Landlord, except
those expressly set forth herein, 'this Lease supersedes ally slid all prior ugrconems and understandings between Landlord and Tenant and alone
expresses the agreement of the parties. This Lease shall not he amended, changed or nwdilied In any way unless in wiling executed by Landlord
and Tenant. Landlord shall not have waived Or Messed any of its rights hereunder unless in writing and executed by the Landlord. Except as
expressly provided herein, this Lease and the obligations of Landlord and Totem contained herein shall bind or Inure to the benefit or Landlord and
Tenant and their respective succussers zed assigns, provided this clause shall not permit tiny Transfer by Tenant contrary to the provisions of Ar ie
I L. Any obligations orTmumt accruing prior to the expiration of [his Lease shall suMve the termination ofllds Lease, and Tentint shall promptly
peribrnn all such obligations whelhcr or nut this Lease has expired,
17.13 Prohibition 4cain t Ito,mrdtn , Neither this Lonse nor any mentuvndunl, nrhidaviL Or other writing with respect thereto shall
be recorded by Tcnau or by anyone acting through, under or on behalf orTcnant,
801 FNClric•Cdnra Pr'—CIfJ' 4(SrmbrArur f dare -17-
17.14 tiDlt AI jjX Tenant agrees thou (a) the terms and provisions or this Lease am subject to the term of the Coliforain Public
Records Act and freedom of hilbrmation Act
17,15 at 01'I'a_r_ 1p Lease, 'rhe submission of this Lease to Tenant or its Broker or other agent, does not constitute an oiler to Tenant to
lease the Premises, This Lange shall hove 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 (e) all conditions to the effectiveness of this Lease are satisfied (or waived by the applicable party); provided,
however, that, upon oxocution orthis Lease by Tenant And delivery to Landlord, such execution and delivery by Tonant shall, in consideration or the
time and expense incurred by Landlord in reviewing this Lease and Tenant's credit, constitute an offer by Tenant to Legge tha Promises upon the
touts and conditions set forth herein (which o0br to Loagc shall be Irrevocable for twenty (20) business days following the data ordefivory),
17.16 Authority. If Tenant signs as a corporation, partnership, limited liability company or other similar guilty, each or the persons
executing this Lease on hohoif of Tenaut does homily covenant and warrant that Tenant Is o duty authorized and existing entity, that Tenanthos and in
qualified to do business in Ilia spite of Cnlfforule, that Tenant has full right and authority to enter Into this Lease, mid that each of both of the persons
signing oil behalf of Tenant are authorized to do so. Upon Landlord's request, Tenant shall provide f.endlord with evidence reasonably satisfactory
to Landlord congmting the foregoing covenants and watoanlies. The person executing this Lease on behalf of Landlord hereby covenants and
warrants that Lond)ord has fall right and authority to enter into this Lease and that the person signing on behalfofLandlord is authorized to do so.
17.17 Cotrntermn•ts;. n 'I Gxeeution. This Loose may be executed in counteaports cool, orwhioh shot[ be doomed as an original,
but all orwhlch taken together shall constitute one and the same document, Each of the parties hereto agree that the delivery of an executed copy or
counterpart of this Lease by facsimile or email shail be legal and binding and shall have the some full force and effect as Iran original executed copy
or counterpart of this Lease had been delivered,
(Slgnantres Appear on Next Pagel
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EXHIBIT "B"
NOTICE OR LEASE TERM DATES
Too
Re: Office Lease dated _ , 20(the "Lease") between CP SANTANA, LLC, a Delnwnro limited liability company
C'Undiord"), and the City of Santa Ana, a charter city and municipal corporation ("Tenant") concerning Suite, 200 on floor _2_ of the office
building located at 801 West Civic Center Drive, Santa Ana, California.
ladles and Gentlemen:
In accordance with the Lease, we wish to advise yen and/er confirm as follows:
The Prairdses are subsnntlidly completed, and the Term shall commence on or has commenced ors �^ fbr a
tans of (_•Y,) months ending on
2, Base Rent commenced to acpnm on _ _ in the amount of $ per month and us more paltioulnrly set
forth in err of the Basic Lease Provisions of the Leasa.
3, 1 r the Commencement Date is uArer than the first day of the month, the first billing will contain a pro rate aQlusunant Each
billing therealter, with the exception ofthe final billing, shall be For the fail amount of the monthly installment as provided for in the Lease.
4, Your rent checks should be mode payable to [[Landlord at the address specified in Itagn 19 of Ate Basic Lease Provisions] /
[I h LLC, P.:O. Box
5, The Premises contains RSP,
6, Tenant's Proportionate Share is
LANDLORD: CF SANTANA, LLC,
a Dolnwnc limited liability company
BY:
Name:
Title:
TENANT; [ ],
By:
Nome:
Title;
By:
Name:
'title:
IN 14'Ch lc C'rnerOr— QV nJ1S'unarl m+ Learu • Exhibit Li
ExIi113 "c„
RURI Tf,
TIM WORK LETTER (flits "Work Letter") Is attached as axlilblt C to that certain Ol9ice Lease (the "[,ease") by and between CF
SAN'TANA, LLC, a Delaware Ihninsd liability company (".Landlord") and THE CITY OF SANTA ANA, a Mmdcipal corporation. ("Tenant").
This Wmk Letter sets t'orth the terns, covenants and conditions relating to the construction and installation Grille Tenant Improvements In die luithl
Pmmisas, All capitalized terns used harem not otherwise defined herein shall have the meailogs attributed to such tongs In the Lease.
IA Landlord's Arch( Q0J And the rtngineers. Landlord shall engage (a) Fraser McClellan or another quGlltied Interior architect
selected by Landlord ("Landlord's Architect") to prepare the Constriction Drawings (detaed below) for the Prcirdom based upon the Final Space
Plan (defined below) and (b) engineering consultants selected by Landlord (the "Engineers") to prepare all engineering plans and drawhigs for the
structural, mechanical, electrical, plumbing, I.1VAC, life safety, and sprinkler work ralating to the Tenant Improvements for the Premises.
1.2 Ptnal Stage Plans Snace Plane na' Allowsnce. A copy of the final space plan (and pricing plan) total] Tenant improvements in
the Initial Premises ("final Space Plan") Is attached hereto as Sehsdule "C•1", Landlord shall beat all goals slid expenses in connection with the
preparation of the Final Space Plan ("Space Planning Costs hit an amount equal to L2898,13 (i.e., $0,15 per R.SF In the Initial Premises). Ally
Space Phouing Costs in excess of$2,898.13 shall be "Tenant Improvement Costs" and shall be deducted 0•on the Atlowaice Amount.
f.3 fhud WmdCUW Br•mvings Based upon ale Final Space Plan, Landlord shall cause the Architect and the Engineers to complete
and deliver to Tenant for Tenant's reasonable approval two (2) copies of complete fid]y coardhrnted archltaelural 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 tie work shown therein and to obtain all applicable Permits Therefor, if any (defined below)
(collectively, the "Final Working Drawiags"), Truant shall, within five (5) business days after Tenant receives the Final Working Drawings, either:
(a) approve the Final Working Drawings, or (b) disapprove the Final Working Drawings Plan because a Design Problem exists and return the santc to
Landlord showing revisions required to elimiante such Design Problem (or Design Problems). If Tenant ('ails to notify Landlord within five (3)
business days after its receipt of tie Final Working Drawings that R approves or disapproves die same, Tenant shall be deemed to have approved the
Fine[ Working Drawings. A "Design Problem" means and shall exist only If the Final Working Drawings are not conslslent with the Final Space
Plan. ll'Tenant disapproves the Final Working Drawings becauso they contain one or more Design Problems, then Landlord shall cause Landlord's
Architect to make the requested changes throngs to the extent requited to elluirate such Design Problems and shall resubnit to Tenant such revised
Fiord Workhag Drawings, with the foregoing pro ciduro to be lepemed until the final Working Drawings for the Premises are ultimately approved (at'
deemed approved) by Tenant (as so approved, his "Approved Warldag Drawings"). The Approved Working Drawings, is modified by ally
Changes (defined below) approved by Landlord, slid all parts or components thereof ore sonethnes referred to herein as the "Construction
Drawing
1.4 Clmneas In the rhml Snace Plan out] Amaroyed Warning Drawings. No Changes (defined below) may be made by Tenant
without the prior written consent of Landlord (in accordance with Section " below); provided, however, that Landlord may withhold Its consent
In Its solo mid absolute discretion to any Change which In L sodlord's Judgment are unreasonable or would directly or indirectly delay Substantial
Completion (defined below) Tenant acknowledges And agrees that Tenant shall bear the cost of any Changes that am requested by Tenant.
"Changes" means, collectively: (a) ally changes, nedlHoot]ona ar' alterations hi either the Final Space Plan ov the Approved Wmddng Drawings ov In
the Tenant Improvements fir the PreuNis contemplated thereby or (b) any modifications or alterations to the Final Working Drawings requested by
Tenant Ili accordance with Section 1.3, above for otherwise), oller than any such changes, modifications m' alterations that are requited 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 ar the Constructiun Drawings
or the Tenant improvements shot] he granted or withheld on tie basis of such standards as Landlord shall establish in good faith Prom lima to time,
Landlord has established (or may establish in the fiiaure) Building Standards for the components to be used in the construction of the Tenant
Improvements in the Premises ("Building Standards"), The quality of all Tenant Improvnmonls shall be equal to or of greater quality limn the
.quality spec) fusion of the DOld ing Stondirci provided, however that Land lord may, of Landlord's option, require (it I, ]'molt lmproYarnell to to
comply with specific Building Standards. Landlord reserves the right to promulgntc, establish, modify, delete flem, and make other changes to the
Building 9rnndmr7s front time to time.
1,5,2 Landlord's review of say matters (including, without [initiation, any requested Changes), ns set I'orti tit Utis Work
Letter, shall he solely for lho purpose of protecting Landlord's Interests hereunder, and shall not imply Landlord's review of the same, at, obligate
Landlord to review the same, for quotty, design, Code compliance orothe' like miters, for the benefit olrTonant or Lilly other party, and Londlovi
shall nil he responsible liu• any unlissians or errors contained in ally such items,
SEC'rl N
COSTO„� 'I IF TENANTIl•IPROVF,jwIEil"I'S
2,1 Allocation or Casts• AtlowsuouI Amain tt Telumt I mnrove count Carts,
2J.1 Subject to His provisions of this Work Letter, Landlord hereby gentile Tenant for the Tenant huprov'enient Crusts
(defined below) fill smarm (rho "Allowance Amotmt") equal to 5771840.00 (i.e.. 540,00 per RSF In die hddal Premises). Tencu shall been' all
Act YY'C'irlr Cvurer• pr•—Clb rJ'Snxro,rfnn Lease t F.xlribit C
Tenant Improvement Costs (defined below) (and all ether costs ar expenses In Conrad by Tonanl in connection with die design said construction or the
Tenant Improvements) in excess of ilia Allowance Amaral. ("Gxcess'fenant Improvement Costs") in aeoordmmo with the provisions of this Work
Letter, Landlord shall linve no obligation hereunder to make ally payunalte or disburscotonts; or to lucur any obligation to make any payment or
disbursement In conneotiori with the design and construction orthe'1'ennnl Inpravements, it, a m6ai amount which exceeds the Allowance Amount,
In ally event, at all times Tenant shall pay and sntisty in Hill an a timely basis all obligations for payment Incurred by Tenant to connection Atli the
design and construction of die Tenant improvements. "Landlord's Architeel" means the qualified licensed architect designated by Landlord from
time to time as Landlord's Architect
2.1,2 "Teti nt Improyon,ent Costs" ,,sells the to] lowlno: (f) [lie fees of the Archhaet and the engineers hi excess or the
Space Planning Allowance; (11) Landlord's custoulary supervlsioil fee (the I'Supcivislon rec") in on amount equal to Three percept (3%) of the tots)
'tenant Improvement Costa (excluding the SOPervisloIT Pee); (ill) all fans and costs incurred by, and the cost of documents and materials supplied by,
Landlord aid Lood)oid's coasultanls in connection with the preparation and wview of Ilia Construction Drawings; (iv) ale cost orally changes or
modifications in or to the Common Areas ar Bose Building when such Changes are required In connection with the Tenant hnprnvamenls (which
shall Joeludo, without limitation, any modiacations or alterations to die pub, of travef prom/to public transportation mid public rights-ol=will parking
and restroomareas, that a'o required to pause the same to comply with any applicable Codes); (v) the cost of any Changes to the Construction
Drawings or the Tetmnt Improvements required by Coda; (vi) ail costs of (or raising to) eonsuvetion of the Tenant Improvements (without regard to
(11e amount of ale Hid Baliinate or Landlord's estimate of total Tenant hnprovement Costs), including, without Ihnitatloh, testis and Inspection
Costs, Crash 'removal Deals, parking fells, alter -hours utilities usage, and conhnctora' fees and general conditions; (vii) die cost or cable and other
talecmrimunications lines installed as part of the Tenant Improvements, but specifically excluding any costs in connection with the Installation of
Tenant's telephone saroice (which shall he separately Installed by Tenant's Agents); (vial) plan check, permit thes, license fees, Title 24 fees and use
taxes; And (ix) the costof installing Building Standard window coverings; and (x) the costs of the tenant dendsing walls aid public Wrrldor walls and
materials to be Installed oil the second floor relating to Tile drywoll and any finishes and hardware on the Premises side clench walls Redesignated by
Landlord,
22 Payment of flxeess Tenpn(„jmnrcvcmant Cost (ry Tenant. Prior to rummaicellIEW of parformmce 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 file
entire Estimated Excess Teiait Improvement Cost (defied In SgLd&Li 3 2 1 below), If at any time during die course of performance of the Tenant
Improvements, Landlord In good @nth determines that tine. Excess 'reliant Improvement Costs to he hncurred in connection will, performance or the
Tenant Improvements will exceed the amount of any mnounts ("Dopaslts") prevlously deposited by Tenant with Landlord pursuant to dda Ree, 1 n
[hen not later dine three (3) business days fallowing Landlord's written request therefore, Tenant shall pay to Landlord in cash the amounl of
such excess. Any futlure by Tenant to pay to Landlord any amount requlrad to be gold to Landlord render this Section 2.2 (or under Section 2 3 2
below) within the time periods specified she" shall be treated as White to pay Rent when the sonic is due under die Lease, and notwithstanding
anything in this Work Letter.or time Lease to rile Contrary, (a) Landlord shall have file right to require ilia Contractor (defined below) to discontlnue its
performance of The Tenant Improvements until snob 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 no[, in any case, co lmituto Landlord Delays) and (e) Landlord shall not be liable
to Tenant for any additional costs, lost profits, lost economic opportunities or any tbrnn of consequenlial damage wbieh Easy result From any such
discontinuance by Laidlord tender this Section 21
2,3 Di ors uaqgl1 RccuncjlGuion of Costs. Landlord shall have the right to disburse (he Allowance Amount together cent, all
Deposits previously made by Tenant (Collectively, the "Tenant Credit Ammnrt") for such Tenant improvement Coals and hn such order as Landlord
shall dowl'anine. Following final completion ofthe Tenant Improvements, Landlord shall reconcile (tile 'Of I Cost 12ecuncllintlon") the total Teamlt
Irnprovorocnt Costs incurred or dishwsed by Landlord hereunder with the Tenant Credit Amount,
20,1 if the Tt Cast 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 umouot of rho excess within three (3) business days of
Landlord's written requost therefor.
23.2 If the TI Cost Reconciliation indicates that the Tolutut Credit Arrant exceeds the total Tenant improvmncnt Costs
iocuned m• disbursed by Landlord herounde•, than: (a) to [he extent of any Deposits ¢node by Tenant, Landlord shall promptly return (or at
Landlord's efection, credit against Tenant's c bbgnduns to pay Rent next coming thee) (lie annount orsuch excess Deposits to Tenant, and (b) to the
extent that the T) Cost Reconciliation indicates that Allowance Amount exceeds the toad Tarrant Impr❑venicat Costs incurred or disbursed bly
Landlord hereunder (any such excess tile Allowance Amount"), "Unappiled AlloAmount"), then Tenant shall have the right, exetoistiblo on or before the first (la )
anniversary of the Commencement Date to deliver IT Disbursement Request (together with oil of the other items described in See ian„a,;}.I, above)
requesting: (1) disbursement of fonds from the Unopplied Allowance Amount ['or (it) Ten Ear, Improvement Costs paid directly by Tenant; III)
disbursement or up to L7? ZLL0p (LET., Mooper RSF in the Initial Premises) from tlae Untpplied Allowance Amount for FP&E Costs (defined
below) incurred by Tenant; and/or (ill) disbuisenncut or up to 96 605 0 (i.e., S"0 per RSF in the Initial prennlsm) front the UnApplied Allowance
Amount I'or Cabling & Moving Costs (dcllned below) lnenl'r'ad by Tenant; provided that, tow die avoidance of doubt, Landlord shall have no
obligation under (his Section 2.3,2 or otherwise to: (A) diabmrae any nmouot in excess orthe Unapplied Allowance Amount, (B) disburse more don
Ilia nnwm,t speclficd in Clouse (li) ahuva lit• rC&E Costs. (C) disburse alo: then the amount specified in clause (ill) above far CAblfng and Moving
Costs, (D) dlsbm:ae any Butts from the Uneppliod Allowance Amount tiv which Tenant first requests disbm:rcment on or alter Ilia first anniversary of
tine C'ommienecnwnl Date. "Fr&r, Costs" means costs incurred IT 'fanant Jul` Ibrniture, lix4uras and equipmeu and cabling inn• Ilia 1'reniises, Told
&ill living Chats" means cosh incurred by Tenant for cabling inatniled is the Premises a❑d Or for Tmont's move into ilia Premises.
2.3.3 Notwithstanding nnything to the contrmy in tuffs Work Leiter (or in any other provisions nl'tills Lcasc); if the
Allowance Amount exceeds Ilia toad Tenant improvement Costs incurred or disbursed by Landlord hereunder plus any anoints adsbarscd m'ranau
uudnr S4"e •m 2 3 ahovc,'1'Cnnnt shall aril be eniiled to any credit ugninat a ubntanhen(of Rent.
let WC04r roarer Ur —Cap• ofSanrn ohm Lease
rxbtba c
SECTION A
CQNS' RUCTION• Or LIVERY Ole REM ISf Ct S IBSTANIIAL COMPLETION: PUNCH (r ' ITEMS
3,1 Permits. Landlord will cause Landlord's Architect and the Finglaeers to submit [lie Approved Working Drawings to the
appropriate governmental entities and otherwise apply for all applicable building slid other ponnits end approvals (collectively, "permits") (if any)
necessary or required (in Landlox's good faith discretion) for tine Contractor to connection, perform and tinily complete Elva construction or the
Tenant Improvements, Neither Landlord nor any Landlarh Potty shall have tiny obligation or liability to Tumult if any Pornit (including, wRhoul
Ilnnitalion, any building perm h, oeld acute orocotpancy, or equivalent) is not timely or otherwlss Issued.
3.2 Landlord's Sulection gild ( libation ofthe Cogtroator,
3,2.1 Landlord shall submit lha Construction Drawings for the Premises on a fixed contract. amount (or GMAR) 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 tine subcontractor or subcontmutars to perform particular trades (or components of) the Tenant
Improvements such as fire/lifesafaty, HVAC, structural slid electrloalwork,
3.2.2 Landloxl reserves the Absolute right, without the need for consultation with or the wnseul of Tenant, to terminate the
Contractor for nonperformance ins determined hn good filth by Landlotel) and in such ease Landlord may select Another general coutruotor to
complete the Tenons Improvements, Notwithstanding any provision of this Work Letter to the contrary, Tenant hereby wolves all claims against
Landlord, and Landlord shall have no responsibility or liability to Tonaut, on areomtt of any nanpefornance or any miscondaol of any Contractor
(or any submntmelor thereof) for oily reason,
3.2.3 Irthe 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 subcontactors to comply with)
prevalling wage requirements and be subjeot to restrictions and penalties in accordance with §1770 at seq. of the Labor Code which requires
prevailing wages be paid to oppropriale work el ossifications In all bid specifications end subcontracts.
(b) Landlord shall ioquire die Contactor to furnish all subcontractors/employees a copy of tie Department of
lndughial Relations provailing wage rates which Lessor will post tit tie Job site. For further information on prevailing wage:
htfp•/M•wnvdir as pov/dlsJt i ,w•,-)rasa 4h html
(a) 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 Cade,
Id) Landlord shall require the Contractor to (and to cause its subcontractors to Lessodcont•aotor to) maim travel
lend subsistence payments to workers needed for• pn•famauee of work ht aceudmice with the Labor Code.
(e) prior to commencement of work, Landlord sbull require the Contractor to contact the Division of
Apprenticeship Stotdatis And comply with § 1777.5, § 1777.6, and § 1777.7 of the Labor Code and Applicable Regulations,
3.9 0cliryre gfxremiscs' SubstagNal Cannata Ion; Neck List items.
3.3.1 Delive 2! of Premises. Landlord shall doliver the Promises to Tonnut upon Subatmtiel Completion of the "tenant
improvements. Subject to Landlort's obligations under, (his Week Letter (including Landlord'a obligations to perform lot- cause to be performed) the
Landlord's Work and to construct (or cause to be constructed) the Tenant Improvements In accordance with the Construetion Drawings) And to all of
Landlord's other express obligations under the tense (including, under ec LQEL9„t of the Lease), Landlord shall have no duty or obligation to
Improve, or pay for any improvement for, the Premiscs of oily portion dnereor and retreat shall accept the same in its Tonont shall accept die
Premises In Its, then existing condition on the Dellvery Date, "AS -IS", "WITH ALL FAULTS".
3.3,2 Substpudnl Cannnlrtion. For purposes of thls L.easo, "Substantial Completlon" Shall occur upon (and tine promises
shall bc':Sobshlntfully Complete, upon) the subslanthd completion of mnstucdon of the Temat Improvements pursuant to the Approved Working
Drawings, AS evidenced by a "AignolT' on Elie building permit card by nil inspector of this applicable gnvernmental authority (typically tine city ]it
which the Building is located), with die exception of any Punch List Items (defined below) and any tenant fixtures. work -stations, bnilt.in furniture,
m• equipment to be Installed by Tennni or under the supervision al• Con trnetor.
33,3 j'unch List Items. Alien• the Substantial Completion by Landlord of the Tenant lmpravemenls, repncsentahves of
Landlord, Tannat gild the Continuer shall completely Inspect the Promises and complete a list (the "Pun(b List") of all Much LISLILea18 (defined
below). Aulhnrized repiesenmtives oNxindlord. Tonau and [lie ContractorshAh execute sold Punch List to indionte their approval thereof. Landlord
Shull unuse the Commictor to complete all Punch List Items described on the Puticlr List an soon AS reasonably passible Fallowing the approval of such
Punch List, As used hedel, "I'nnch List lierio" means nil items of consonetion which eutnih one At more details or eonstfVclion. decoration.
mechanical adjustment or installation that do not materially and adversely affect die use And occupnnoy of any portion ol'the Prenilscs him• the normal
conduct or,rcnanvs business.
801 BP Cyrlr Carter Dr•-(ri4'V'Sonar; lea lxnve 3 L'xhihit C
33,4 Assfunnlellt of Warranlle;, Effective upon Completion of the Tenant Improvements, Landlord shall assign to Tell Wit
nil warranties slid gunivildes by Contracts' relating to the Tarrant Improvements, and Tetmat shall waive (and hereby walves) all dialing against
Landlord relating to, or Artsing out of the eonatnrrtlon of, the Tenant Improvements,
10 4
NIE• DFL Y
4,1 Time,
4,1,1 Thnc tE the EMee in Tlds Work l enter, Unlnas otherwise indicated, all aafbrences herein tea "number ofdays"
shall mean slid refer to calendar days. In all instances where Tenant Is required to approve or deliver on item, true writton notice of approval is
given or [he item Is not delivered within (he stated time period, at Landlord's sole option, At the and orsuch period the ttea shall automatfeolly be
deemed Approved or delivered by Tenav and the next succeeding time period shall eommanee. Except where speofOo time periods are specified
herein, Ad referonees to a "reasonable period" contained in this Work Letter shelf mean a reasonable amount of thne to respond to the request or
submission in question, taking Into consideration all of the oir'qumstoncas reasonably related to ilia amount of time required, assuming reasonable
diligence; provided, however, In no case shall such period ever be loss than five (S) business days.
4.1.2 . Time Deadlines, Tenant shall use its best, good fifth, efforts and all due diligence to cooperate with Landlord,
Iandlod's Architect and the Contractor to complete all phases of Ilia Cons rtualon Drawings and Ole permitting process And to receive the permits,
and to achieve Substantial Completion es soon as possible, and, in that regard, shall meet with Landlord on a scheduled bests to be determined by
Landlord. to discuss Londlo•d's progress In connection with tile some,
4.2 DalaM
4.2.1 Tenant Datum A "Tenant t)amy" means any delay as a direct, indirect, partial, n• total result of any act or emission
ol'Tenant or any or Tenant's Agents, including, without limitation, any of the following; (a) Tenant's failure to timely approve any matter requiring
Tenant's approval berm rider; (b) any breach by Tenant of Elio provisions of this Work Letter or of the Lease; (a) any Changes requested by Tenant;
(d) any roquire dent of Te Alt Ibr materfals, components, finishes or improvements which lire not available within a commercially reasonable period,
or ivhieh are different front, or not Included in, the Building Stgadads; (a) changes to Ilia Base Building aid/or Building Systems requied by ilia
Final Space Plan, the Approved Working Drawings (or any Changes); (I) any unreasonable interference by Teaser or nay o Tenant's Agents with
Elio perfni n lice of the Tenant hnprOvemonts; or (g) any other event specified In this Walk Letter to be a Tenant Delay.
4.2.2 Landlord Dolsys, A "Landlord Delay" linens an actual delay As a result of nil of the following; n Landlord's
Y Y Y g.(e
failure (tor say reason mfltar than a Tannnt Delay or q pc'ge Majeurq Delay) to approve any matter requiring Landlord's approval order this Work
Letter within the time period therefor set Ibrth in this Work Letter; (b) material and unl•aasonablo interference by Landlord or of any of Landlord's
employees, con[roctors or agents (except us otherwise allowed under this Work Letter) with Tenant's perihrmnnea of any of its obligations under this
Work Lctte; or (a) any Omer failure by Landlord, which patsaOm to the teens ofilds Work Latter Is deemed a Landlord Delay. Notwithstanding any
provision orthis Work Letter to the contrary, in the event that Ternim claims that it has sulTered a Landlord Delay, Tenant shall, as q co dhlon of the
elTbetiveness of the elgilned Landlarl Delay, within three (3) days of its discovery of the Of dnied Landlord Delay, nollfy Landlord in writing of the
existence of the claimed Landlord Delay and ale probablq estimated duration of such claimed Landlord Delay,
4.2.3 Fm•ee Nlaicure DplagII A "Force arNeuve Delay" means any; (a) actual delay attributable to any strike, lookout or
other labor or industrial disturbance (whether or not on His part of the employees of either party hclito) other Ulan any such disturbance caused by or
related to any delbult or activities of Tannnt or any'renant's Agents (if churned by Tenant) or of Landlord or any of Landlord's agents, employees or
contractors,(if claimed by Landlord), (b) actual delay roused by Ally civil disturbance, not or the public enemy, war, terrorism, riot, sabotage,
b[ookode, or embargo, (o) actual delay attributable to ligbtning, earthquake, fire, storm, hurricane, tornado, flood, washout or explosion, or (d) actual
delay caused by governmental delay in die Issuance of the Permits not due to the gait Or oagligerer. of Tenant or any Tenant's Agents (Welghned by
Tenant) or gross aegligetoe or willAd misconduct of Landlord (if clahrted by Landlord), or (e) any delay due to any other similar cause beyond the
reasonable control or the party f ill whole perlbrinimue is required, and beyond tile reasonable coalml of its oonlraetora and representatives
(including; without limitation, In the case of Tenant, the Tenmit's Agents), Notwithstanding any provision ofthls Work Letter to Ihecontiary, in Ilia
even Elio( tiny pan¢ claims that It has sufibred a Pores Majcum Delay, such party shall, ns It condition ot'thc effectiveness of sunk force Majeure
Delay, within three (3) days of discovcry of the souroo of such delay, notify, the olhe• party hereto in writing tribe existence of such Force Mgjetn'e
Delay. the nature ol'the steps being taken by such party to minimize such delay and the prubnbie estinmted duration orsuch Force Mgleure Delay,
SEC'f1 N 5
GENERAL PROVISIONS
5.1 licnresanrnlivvs. Tenant has designated DEBORAH SANCHti%, ECONOMIC I:)f,••Vl'aLOJ'MVN'I' 8PFCIALIS-1" III as its, sole
N[Aftenna9e with reslaact to the mattes act forth in this Work Letter, who, ondi further entice n, Landlord, shall bnvc fall audeority mild
respmaslbilily to net on behalrof the'reliant as required in this Work Letter, Landlord has designated 'red Blechnk as its sale representative will,
respect to the lowers act Ib'th In this Work Letter whu, until further notice to Tenant. shall have IGII authority And responsibility to Act on behalf of
the I_aalllerd As MIIIIred In thin Work Lollar
5.2 j"jtIlaut's Rn by lots Ilia I'rcnnlaes Pri n' to i$nbslnnllnl Cnnal$t['i . Provided that '['client aid Tenant's Agents do not
interfere In any rtspuct with Contractor's work (or perrainmuce orthe Tenant 1mpMM"I' il) in the Building and the Premisius, Lendiol'd siudl allow
Tenam reasonable access to the Premises tit least thirty (30) daYs prior to tine Subatmnial Completion Ins the purpnso at' Tenant Instalihig over
a'!Iri'Clrir funrer fh•—Cloy nJ'Srurrn bra Louse .t Exhibit C:
standard equipment or tixturas (Inchtdlog Tenanl's data and telephone equipment). Not less than five (5) business days prior to Tenant's entry as
permitted by the terns of this S000tigj, 5,2 Tenant shall submit a sohedule to Landlord and Contractor, fur their approval, which schedule shall detail
the thning slid patpose of'renar g entry and the particular Tenant's Agents involved, told a copy of any governmental permits still approvals
required in connection therewith, Tenant Shall Indemnify, protect, defend and hold Landlord harmless final and against any Claims resultlug In any
way from any much entry,
5.3 Tenant's Auents and Construction Mattei'g Tenant's Architect, the Engineers (If any) and all subcontractors, laborers,
ntaterlaimen, and suppliers retained directly by Tensal (collectively, "Tenants' Ageuts") shall conduct their activities in and second the Premises,
Building and file Project in a harmonious relationship with all other subcontractors, laborers, materialmen and suppliers nl the Premises, Building and
project slid, if required by Landlord, all subcontractors, laborers, materialmen, slid suppliers retained directly by Tenant shall all be union labor In
compliance with the. master labor agreements existing between trade unions and the Southern California Chapter of the Associated General
Contractors of America Subject to the provisions of this Work Letter, Tenant shall; (a) timely pay in full all charges of each Tenant's Agents, (b)
shall, on demand from Landlord, eliminate of record and satisfy In hill all mechanics liens, stop notices as similar lions or encumbrances on the
Building asserted or Pled by any Tenant's Agent, (0) prior to any entry Into the Building by Tenant or any Tenant's Agent, evidence, In tonal
satisfactory to Landlord, compliance in fell with the insurance requirements set forth In Bxhlbil "C-2" attached hereto, and (d) Indemnify, defend,
protect and hold Landlord harmless Orm any Claims, Damages and Costs asserted against or Insured by Landlord in connection with the
ConAmotion 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 a' consbvstimn of tine Tenant Improvements. Tenant shall comply in full (and shall cause each of its Tonart's Agents to comply In full) with
sash construction nles and regalatlons as Landlord shall adapt from lime m time.
5.h . Natwillnalanding any provision to the contrary contained in this Lease, if oil Event of Def mlt, or a
default by Tenant under this Wa•k Letter, ling occurred at any time on or before the Substantial Completion, than: (a) in addition to all other rights
slid remedies granted to Landlord pursuant to dill Lease, Landlord may allies Contractor to cease lbe consu'oclfon of the Tenant Improvements (in
which case, any delay Substantial Completion caused by such work stoppage shall be a Tenant May and any increased costs that result P-om any
such work stoppage shall be Tenant Improvement Costs), and (b) all other obligations of Landlord under the terms of this Work l-etter shall he
suspended until such time as such default Is cured pursuant to the terms of the Lease.
801 W 06v Center Or— CID, OfS'aida Aaa Ume 5 Ullibit C
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SCIMULILE "C,2"
INSURANCLr RI.QjngyII3N9'S
C mr Ccvm•nees. All of Tenant's Agents shnll em'rywor'ker•'s compensation insurance covering till of Oreir rospeotiva employees, and
shall also cany public liability insurance, including properly damage, all with Baits, In fbrm and with companies es are required to be carried by
Tenant as set forth In 11 of the Lease.
SHOW ov' •r e • The Tenant Improvements shall be insured by Tenant pursuant to Article I I of the Lease immediately upon
completion thereo€, All of Tema it's Agents shnli carry excess liability mid Products and Completed Operation Coverage Insurance, each In amounts
not less than $1,000,000 per inaident, $2,000,000 in aggregate, primary automobile liability insurance with limits of not less titan SI,ato,00o per
eecurrence, and workot's, compensation as required by law, and in ibrm and will, companies as are required to be carried by Tenant as set Nrth in
Article II of the Lease.
Coue—ml Terms, Cerflacates for all insurance carried pursuant to this Schedule "C-2" shall be delivered to Landlord before say entry into
the Prgjoct by Tenant or nay Tenant's Agent, All such policies of insurance must contain a provision that die company writing said policy will give
Landlord thirty (30) days prior written notice of any cancellation or lapse of the effbcrlve date or any reduction In the amounts of such Insurancs. in
the event that the Tenant Improvements are damaged by any Tenant's Agents during the course of lho const=tIon thereof, Tenant shall immediately
repair the same at Tenant's sole cost and expense. Tenant's Agents shall maintain all ordle foregoing insurance coverage in force until the Tenant
Improvements arc fully completed and accepted by Landlord, All policies carried under this Schedule "C-2" shall insure Landlord mid Tenant, as
their interests may appear, as well as Contractor and Tcnanl's Agents, All Insm•mice, except Workers' Cumpensadun, maintained by Tenant's
Agents shall preclude subeogodon 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 tbregoing insurance shall not derogate from the provisions for indemniflentior ofLandard by Tenant contained In this Work
Letter,
801 wavie Center Ar— C14, of vane Ann l-aas'a I Schedule C-2
i
EXUI>flq'"De � I
RULES AND RMLILATIQNS
Tenant shall faithfully observe and comply with the following Rules and Regulations (including, but not limited to the General Rules, the Parking
Rules ant( the Rules arthe She (Contractor's Work)), Landlord reserves the right at any tints to change or rescind tiny one or more of these Rules
and Regulations, or to make such other and Ao lher reasonable Rules and Regulations as in Landlord's Judgment may gran bunt to time be necessary
Ibr the management, safety, care and cleanliness of the Promises and die Project, and for the preservation of good order therein, as wolf as for the
convenience of oilier complaint and tenants themin• Landlord shall not be responsible to Tenant fbr the nonperformance of any of said Rules and
Regulations by or otherwise with respect to the acts or Omissions of any other (counts at, occupents of the Protect Landlord may waive any one or
more of these Rules slid Regulations for the benefit orally particular tenants, but no such waiver by Landlord shelf be construed us a waiver ofsaeh
Rules and Regulations Ito favor of arty other (many nor prevent Landlord from thereafter enforcing any such Rules or Regulations against any or all
tenants of the PrOJect, TLnent shall be deemed to have read these. Rules and Regulations and to have agreed to abide by them as a condition of Its
occupancy ofthe.Ptemises. In the case crony confllot berwaen these Rules and Regulations and the Lease, the Lease shall control.
1, GENERAL RULES
1. The sidewalks, driveways, entrances, passages, courts, elevolil ve dlx4ss, stairways, oorrldas or halls of the Project shall not be
obstructed or used for any purpose other then ingress and egress.
2. No awnings or other pmjectlon shall be attached to the outside walls of the.Project without Landlod's prior written consent,
3. The sashes, sash doors, sky]ig]us, windows and doors that reflector admit light and air Into the halls, passageways or other public plans in
the Project 911011 not be revisited or obstructed, nor shall any bottles, parcels or other artioles be placed on the windowsills. Neither the
Interior nun' the exterior of any windows shall he coated or otltarwisc sumoreened without Landlord's prior written consent. If Tenant
desires window curtains, the same must be of such uniform shape, color, material and make as maybe ptvscribod by Landlord.
A. Without Landlord's prior written consent (in its sole and absolute discral]an), no sign, advertisement, notice or video shall be exhibited,
projected, displayed, painted oraffixed by Tenant on any pot of die Premises or Project so as to be seen from the outside of, its Premises.
In the event of'reranes violation or the foregoing, Landlord may romave the snore 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,
putaled or affixed for Tennnt by Landlord at die expense of I -and lord, said shall be of a size, color and style uomptabla to Londlord,
5, The bulletin board or directory of the Project will be provided exclusively for the display of the inure and location of Tenant only; and
Latedlord reserves file right to exclude any other nomes therefrom, and mail and every name in addition to the name ufTeuart placed upon
such bulletin board or dimctery, shall be subject W Landlord's prior written consent (and if approved by Landlord, all costs therefor shelf
be paid by tenants), Any such lstings or representations, once Installed, shall ba subject to relocation or removal upon Landlord's written
request Its any reason (except that any such relocations or removals at Landlard's request, unless such request is based upon Tunisia's
breach or the Lease shall be paid for by Landlord), and Tamar shall pay for the removal of any such listings or representations upon its
definition firm its Premiers,
6. All doors opening onto public corridors shall be kept closed, except when being used Can hlgress and egress
7. Tarsal Shan not mark, point, drill Debacle into, cut or string wires in, lay linoleum or other floor coverings, in, or in any way deface any pact
of its Premises or the Project, except Willi Landlord's prior written consent and as Landlord nany dimes
S. All keys Shall be obtained Rum Landlord, No additional locks or bolts of any kind shall be placed upon any of the doors of, windows by
Tenant, nor shall any changes be made In exhaling locks or the mechanisms thereof. 'Tennnt must, upon the fulmination ofits tenancy, give
to Landlord all keys pertaining to the Premises and tho Project, and in the event of the loss of any keys so furnished, Tenant shall pay
Landlord the cost ol'replucing sacra or changing the locker locks opened by such lost koy(s) If Landlord shall decal it necessary to make
SLICK ehalge,
9, No window at' rifler air conditioning or belting units or other similar apparatus shall be insrdled Or used by Tenant without Lnndlord's
prior written consent,
10. The water and wash closets and other plumbing fixtures shall not be used library purpose other than those for which they were constraead
and no sweepings, rubbish, rags or other substances 9111111 be tluown therein. Tennnt agrees to prevent the overflow tn• release of water il'mn
bmhrxxlnls Sr kitchens. Including but not limited ar toilets, sinks, kitchen uppliunoca, slid other, water receptacles. All damages resulting
fPom any misuse of the Iixlures by, or overflow or release or wrote caused by, Tenant or its servants, employees. agents, visitors or
licensees shall be borne by Tell
If. Tennnt shall; (a) clean and dry visibly moisture oil windows, walls, call othersurrnces, hlelading personal property as soon its posslble. (b)
regularly Clear and sanitize k]tchars and other surfaces whole winter, moisuire condensation. and mold can collect shall be regularly
cleared find sanitized and (c) Ilmlt the watering ol'any indoor plants. 'retmnt shell not obstruct or impede flesh nil supply n1 furnace, all,
amditioucr o• hunter dnUs'. in regular Sir flow and circulation throughout promises. Truant shell report ally or the Ibllowing to Landlord
within Ibrty-eight (48) hours allor Tenant first becomes aware of the same: (1) non -working ran, henter, air conditioner or ventilation
systems: (11) plumbing lochs. drips, sweating pipes. andlo• wet spars: (Ili) ovodluws from bothicnnl, kitchen, or other flicilittes. including.
Not If'Crrfc Cervur Or—CYp' eJ'Snnrx.d+rrr Lunt - i- Cxhiliil D
but not limited to, nabs, showers, shower enclosures, toilets, stake, kitchen appliances, or other receptacles of water, especially in caeca
where the overflow may, have permeated walls, floors, oelgngs or fixtures; (Iv) water intrusion into the Premises orally land; (v) any mold
or black or brown spots Or moh uLtre Oil surfaces inside the Premises; (vi) broken plumbing systems or standing water near struchues within
the Promises; and (vh) any Coors conuistcut whit 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 author ofany description, must like
piece only prior to TOO A.M. and/or after 5;30 P.M. on days other than Saturdays, Sundays and holidays (via moving being permitted on
Saturdays, $outlays or holidays without special permission) and must be made upon the previous written notice to Landlord and under the
supervision oMandlad or Its agant(s), and the persons employed by Tenant to perform such work mils[ be acceptable to Landlord. 'tenant
shall be responsible Por any damage to the premises and NICOL caused by or resulting Flom any such activity. Londloa2i mserve3 the right
to inspect all safes or other heavy or bulky equipment or articles to be brought Into the Project slid to exclude from [Ire Project all such
heavy or bulky equipment or articles, the weight of which play exceed the floor load for which tine Project to designed, or such equipment
or articles as may violate any of the pmvlsions of the Lease. Tenant shall not use any machinery or other bulky articles in the Premises,
even though its installation may have been permitted, which may cause any noise, orjar, or tremor to the floors or walks, or which by Its
weight might cause injury to the floor of the Prajeco
13. Neither Tenant nor Its servants, employeee, agents, visitors at, licensees shall at any Lime 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 Ter l's business.
14, The Premises shall not be used for manufacturing or for the storage of merchmadhse except as such storage may be incidental to the
Tenant's use of Ole Promises far the Permitted Use. Tenant shalt not, without Landlord's prior written consent, occupy at- permit any
Portion of the Premiees to be occupied or used for the maoufaoture or sole of liquor or tobacco In any form, or as a barber or manicure
shop, The Plen»ses shall not ba used for lodging orsleeping or for uny innnorel or illegal purposes,
15, Tenant a] all not make, or permit to be made, any unseemly or disturbing nolses, or disturb or interfere with occuponts of tic projector
neighbO%g buildings or premises or those laving business with It by the use of any musical Instrument, radio, phonographs or unusual
noise, or la any other way, Neither Tenant nor ion servants, employees, agents, visitors or licensees shall throw anything out of dome,
windows or skylights or down passageways or common corridors,
16. No bicycles, vehicles or animals of any kind shall he brought bate or kept In or about the Premises, and 'to cooking shall he done or
pennittcd by In to Premises, except that the preporadon of coffee, tea, hot chocolate and similar items rar Tenant, its employees and
visitors shall be permitted provided smell activities do not otherwise violate the Lease, Tenant shall not cause or permit any unusual or
objoctianabie odors to be produced in or omquatahmm the Premises.
M . 'them shall not be used ill royalism, or in fire clovgtors, Common con'fdora or pubhe halls of the building, any hond trucks except those
equipped with rubber tire$ and side guards,
18. No vending or coin Operated machines shall be placed by Ton mntwilhla the Premises without Landlord's prior writton Consent,
19. , No person shall be employed by Tenant to do Janitorial, malmenanee, consuoctun Cr sful for work in any part of the Project without
Landlord's prior written consent Any person employed by Tenant to do janitorial, malntenance or stmdm work with Landlord's consent
shag, while in the Project, be subject to and moderate Contra land direction of Landlord or its agent or representative (but not as an agent or
servant of Landlord) and Tennnt shall be responsible for all ncls or smell persons,
20. Landlord shall have the right to prohibft any advertising by Tenant which, In Landlord's opinion, lends to impair the reputation critic
Prnjoct or Its desirability as on office building, and upon written notice from l.,andlord, Tenant shall retrain from or discontinue elicit
advertising.
21. ConvasAng, soliciting sod peddling me not permitted In Ilia Project, and Tenant shall cooperate to prevonl same,
22. Landlord reserves till,. right to control access to the Project by all persons after reasonable hours orgenerally recognized business days and
at all hours on Sundays and legal holidays, Tenant shall be responsible for all persme for whom it requests after-hours access, and shall be
liable to Lmndlm'd for all nuts and ol'nissiona of such persons. Landlord assumes no responsibility and shall not be liable for any damage
resulting I}mn'thc admission of any unauthorized person to the Project.
23. - Landlord reserves tine right to exclude or expel from the Project oily person who, In thojudgrocnt or Landlord, is Inraxirnted or trader the
lnlluenee orliquoratdrugs, or who shall In any manner do may not in violation of these Rules and Regulations.
24. Tenant shall act suffer or permit smoking or aut•yhng or lighted cigars or cigarettes in arvns reasonably designated by Landlord or by
applicable governmennd agencies as nonsmaking areas.
25, Tenmu shall comply with till solely, rile prolemion and evacuation regulations established by Landlord or any applicable govemmen al
agency,
26, Tenant asstmes till risks from dial. or vandalism and agrees to keep ale Premises locked as may be required.
11. PARIUNC RDL@S.
801IITIde Canter Dr— Cie, q/'Srtma.bra Lease -2- EXhihh D
The following parking rules slid regulations ("Pmrklna Rules") shalt be in effect at the Project. Tanant shall comply with these Parking Rules in Its
use (and is the use of Its visitors, patrons and employees) of tire parking Facilities.
L Parking Areas shall be used only For parking vehicles no larger than Poll size, passenger automobiles herein called "Permitted She
Vehicle s," Vehicles other than Permitted Size Vehicles are herein referred to os"Q clv �sizec,��ehlclti%"
2, 'tenant shall not pencil or allow any vehicles Hint belong to ar are controlled by Tenant or Tenant's employees, suppllors, shippers,
oustomers, or invlloes to be loaded, unloaded, or parked in loans other than those designated by Landlord for Ruch activities.
3. Parking stickers, access curds or identifaallon devices shall be the property of Landlord, and shall he returned to Landlord by the holder
thereofapon termination of the holde's parking privileges. Tenantshall pay to Landlord refundable deposits on such devices as reasonobly
established by Londlord from time to time. Tenant will pay such mplacamenl charge as is reasonably established by Landlord for the loss
Of such devices,
4• Landlord reserves the right to: (a) refuse die sole of monthly idontiffcatian devices and/or parking nocess cards to city person w entity that
willfully refuses to comply with the applicable rules, regulations, Iowa and/or agreements and/or to (b) revoke the right of any such party
. (that willfully refasas to comply with the applicable rates, regulations, haws and/or agreements) to use the Parking Pacilitles•
5• Londlord reserves the right to relocate all or a part of the parking spncus on the Prgject from one location on die Project to another and/or to
reasonably adjacent offslte locallon(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 far 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 in Tenant, Its visitors or employees for any damage to vehicles, Injury to persons or loss of property, all of which risks
are assumed by the party using die parking time.
S. Poikbng valklAtlon, ifestoblishad, will be permissible only by such method or methods as Landlord and/or its Ilcensw may establish at rates
generally applicoble,
9. The Parking Facilities shall be used only fir parking Permitted Size Vehioles. The maintenance, washing, waxing or cleaning oFvehldes
in the parking shuahnre or common areas of the Project Is prohibited. Tenant shot[ have no right to inshdl Any fxlures, equipment or
personal property (other than vehicles) In the Parking Foothills, not, shot[ Tenant make any attention to due Policing Facilities.
10. Tenant shall be responsible for seeing that all of its employees, agents and invitees comply with all applicable parking rates, regulations,
laws and agreements (including, without hinflatiou, these Parking Rules).
11 • Such parking use no; is heroin provided is intended only its a license and no bnilment is Intended or shot] be created hereby.
11 In no event shall Treanor or its employees park in reserved spaces leased to other tenants, or in stalls within designated visitor parking
zones,
13• Tenant shall, upon request of landlord f-onr time to time, furnish Landlord with n list of the names of its (slid its TransFarwo's) employees
slid vehicle license plate numbers.
14. Persons using the Parking Facilities shall observe all directional signs and arrows and any posted speed limits. Unless otherwise posted, in
no event s11811 the speed limit of five (5) rnifes per hour be exceeded, All vohicfes Limit be pinked entirely within painted stalls, and lie
vehictaa shall be parked in areas which are posted or marked as "no pinking" or on ramps, driveways slid aisles. Only one (1) Pennittod
Size Vehicle mey be parked In a parking space. In no event shot] Tenant interline with the use and edoymenl of the Parking Facilities by
other tenants of the Building or their employees or invitees,
15, Should any parking spaces or privileges be alkoltod by Lnuillord or'1'emmnt, either oil A reserved or unreserved basis, Tenant shall not assign
or subfat any al'thosm spaces, either volturii ily or by operntion of low, without the prior written consent of Landlord, except in connection
with an authorized assignment of this Lease or sublctting ar1110 Premises•
W Tenant agrees to Rally, its employees and visitors (and [(a Trnosferees) orthe requirements of these Parking Rtllos As the same are modified
hunt time to time, and assoni responsibility fir compliance by Its employees and visitors (and Its Transferees, and their omployees and
visit(rs) with these Parking Rules its the snow are modified from Brie to Hum. Tenant Authorizes Landlord to tow away from the Building
And/or Parking Facilities any vehicle purled in violation of [hem, Parking Rules, and/or to annch violation stickers or notices to those
vehicles.
Ill. RUCAS OPNLr SITE (CONTRACTOR'S WORK).
'['lie rollowhtg rules And regullations shall Apply to tiny work perlb Reid at the Prgieet by or under the direction ofTen ail or any other ')'Client Party.
BALA cununencoment of Lilly such work, 'tenant shall deliver to Landlord s copy of Ihese Rules or Ilia Site (Contractor's Work) executed by the
wnuwclor(s) perlbrming such work.
1, The following Rules of the Sit: lice C'onlraclor's iunrk ("Rules of die Site") shell govern the Operation of Con Analm turd Conu•actor's
subcontractors. Tile terms "Ovine"" and "ownal"I Representative" me the snme For purposes ofthh docunrenl lead winere used, refer to the
Landlord).
3tl! WChic Center Or-C'io, nJ'Srrum opts Zoom •]• L•'xhiblt D
With In a reasonable tittle prior to file start of any an -silo ws•k, delivery or materials, equipment, or personnel, Conti octal- will submit to
Owner the 0ailowhngf
A- A complete SOLO rdrtnvings approved by Owner aid subsequently by the City in which the Building is loomed.
B- A fully executed Indenmity, Agreement (I'll Be Provided by Owner Upon Request),
C- Certificate of Insurailoo lit a form approved by Owner executed by Insurance companies acceptable, to aweer,
O- A Rrlly executed Notitcalfon-Rules for Contractors (To Be Provided by Owner Upon Request),
F,- A Job schedule of die walk to be aeeornptshed, detailed by [ratio.
F. A complete list of all proposed Subcontractors and suppliers. Owner must approve all contractors and subcontractors before
conmoncanenl of tholr wok.
(J- The name slid phone number (Including emergency phone numbers) ofpersonnel who are authorized to represent the Contractor.
3. - No Ievisions or changes ofsny kind may ba made to the construction plans previously approved by Owner without prior written consent of
the Owner. Any proposed revisions or charges must be submitted to ONvoor in the form of a change order, for owner's review and
approval prior to commencement of such changes, Revisions or chmngas altering the floor Pfeil, base building systems, or building
Operations must be Submitted, in writing, to tiro Owner for review and approval prior to commencement of work.
4. All ofContmatm''s work must be scheduled so that it in no wn), conflicts with, interferes Willi, or impedes the qulet and peaoeHll a oy, t
Of other tenants u• eceupants Of the P"Olent, or with the progress of Owner's work or operations, Any work hint Is in eon 01c1 will be
rescheduled by the Contacts, 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 resolneduling•
S. Conhacts• mad suboort•aclors shall employ persons mad means for the orderly progress of the work without interruption on account of
strikes, wok stoppages or similar eauoos of delay, Additionally, Owner shall have no liability for any costs or expenses incurred by
Conh•eomr (or Teranl) in connection with such delays.
6. Materials alit[ tool storage will be limited to file areas for which access bus been granted,
7. Clean-up and rubbish removal shall be provided by the Contactor at Contractor's expense. Cantractor must, on a dully basis, remove all
rubbish, surplus Sid waste material mauling floral the performance of his work. At the request of Owner, Contraotor shall relocate any
materials causing rat obstruction as directed by Owner, Contractor will not be allowed to place a dnmpster on site on a coutimrou4 bnshs
during construction,
Important note: The placement find location, of rubbish dumpsters and bins must be approved lit advance by Owlim
8, In general, Ownel. will Interfirco with Contractor to the axlont necessary for work to be completed within the gtddelbnes of project
specifications and for the enforcement orbuildiag ntlea and regulations,
9, Conauetar will make arrangements far unloading, trash removal and hoisting after normal working hops clue to the local city noise
ardomce. (No such activity will be allowed between the huun of 10:00 p.mn, to 7:00 win.) At no time will the Contractor be given
exclusive reserved use of the freight elevator unless applied rim by Contracts• and approved by Owner. Contractor may be afforded access
to loading dock spaon and hoisting facilities for flmitod use at such time duping nonnal Working hours as Is prearranged with Owner, or at
other times, with the consent of Owner and upon Payment Ot'Owner's prevailing fee for allot -horns tine and access,
IO. Contractor will Ina afforded mlloading areas as praarrnnged with Onn ar, All materials unloaded at these areas will be moved to on give of
use Immediately and shah rat be stmod or used in away which advesely hnpnets Else of the Building,
11• Cmtlrttclor• (old Tencnt) will be responsible tin• the security or its own materials, equipment and work, slid that of his sublentractau•s.
Contractor will also be responsible Aar damage caused by Contractor or Its subcontactors to the Projeol, Building midAw tenant areas,
including, but not limited to the landing dock find indoor and outdoor public areas, Imight elevators, etc. Any such damages will be
pronnpdy rcpahcd to the Otnnces satfsthction at safe cuss OYConu•acton
12. Contractor will comply with all applicable codes, Imes and regniatisns pertaining to the work of Contraedor, including all safely and health
regulalons. The Contractor shall supply die Owuor with u Master USE of tdl Hazardous Matorials and their Material Safety Dale Sheela
(MSOS) upon delivery to [lie job site. A discussion will then ensue pertaining to 01e safe storage, handling find or these malarial$, as
wall us file Cuntactor's emergency Pr:paedness plan for handling the conoiumenl and dean -up of potential 1.1mirdous Malarial spills,
13. Contractor will not engage in oily labor Practice that may delay it. Otherwise ![',pact the work of Owner er tiny other contractor.
14, Nu base building systems will be intend off or disengaged by C•onu•noWr or any sutcnnn•uctor without prior' written approval find
supervision by a reprresenlative OfOwnel'Or its agent. Said systems include but are not limited to sprinklers, electrical circuits, Sir -handling
units, smoke heads and tvoter supply, Building e1ecu !cal power shut -downs are allowed, with Elie prior written consent orowne', on
Salnrclays between 10:00 17.111. and 3:00 ado. only, A request for approval shall be made to the Property Manager al )cast ten ( Ill) duys in
advance,
901 0•01dr Cealur Ur-06. V.saneu bra Leave -•f- ElArlI t 0
15. Doors to all work areas, Including stairwells and nnechanlcnl and electrical closets, will remain closed nl all tine, Propping doors open is
expressly prohibited.
16, All Contractor and subcontractor personnel, materinls, louts and equipment ex+ to enter and exit the Budding through the service elevator
only. Owner may at any little inRlae a oheok infcheck out system, or A badge system, far all people and material in the Building and die
Contractor will agree to cooperate with any such system.
17, Before odeicg material or doing work which is dependent upon proper size or installation, the Contractor shot] field verify all dimensions
for accessibility with building conditions, and shall be responelbie Poe some.
18• Contractor sholl not permitted any identifying signage or advertising within the [imlact or Building.
19• During constuollon, Contractor shall maintain supervisory personnel Al the site at nil times. Such personnel shall be Wily authorized to
coordinate, respond for and aulhorizo Conractor's work as necessary so as to enable all work to proceed in a timaly and well-ordelnd
fashion. Should Contractor perform wort which would cause or require Owner to provide personnel to be present cr otherwise Perrann
any welt, Contraotorshall reimburse Owner for the expense of such personnel.
20, Contractor shall be responsible for the protection of its work And the area Adjacent to Iris work.
2L Contractor will ensure that all stairwells, nneollAilol rooms, electrical and telephone closets, etc, accessed by Can tractor or subcontractors
In conjunction with Contractor's work, will be cleaned and flee of debris nightly.
22. - Public areas adjacent to premises whore Contractor's work is being perfinmod shall rennin fi•ae or debris and materials at all limes.
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 ilia Owner and the other Owner Parties irom and Against may and all claims, losses, or damages, threatened or incurred, arising
from the Actions or omissions ofCantracteror Its subcontractors.
24, if keys are required by contractors, they must be checked out from the Property Wingeme t Office. No key will be distributed If proper
identification Is not provided.
25, No cutting or patching afOwner's premises or installations, or those of any But occupant, shot be permitted without the prior written
consent of Owner. Request- for porrnission to do cutting shall include explicit detalls and description of work and shall not under any
circumstances diminish the stucnu'ail integrity, of the Building or die Integrity of any of components or systems. The work Is to be done
only.widn 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 mombar of the Contractor stna,, Any such men is to be promptly repaired and returned to a fitly -
functioning, complete, and clean condition. -
26, All work is to be done to a mininiunn stondAd of quality as required by the Basr• Bidding Drawings Aad Specifications (to be made
available by Owner area request), It is the responsibility ortbe Contractor to be hilly knowledgeable of the Base Building Drawings and
Spedfioatlnns.
27, All Li to Softly 8ysloans fo•tho Building are to be maintained, and at of the TarlanPs walk is to be properly InterFnoad with and connected
to the Base Building systems as requhad by Laws, or by Building operation, All work I to be done in no all it way as to protect all Base
Building operations and warranties. Any required disconnection of life safety devices should he "foreseen" and Flee Property Management
Office must be notified At least 24 hours in advance. Casts far false fire Alarms due to contractors' or subcontractors' negligence will be
Wiled to and paid by the Contactor. All life, -safety aystetns testing must IV pe•ibrined on on "olle4holim" bn913 and coordinated whin the
Building Manager,
4, When worle is perfumed by Con4•oetor or subcontractor, charges will Apply for additional services performed by Owner which may
Include, but are not nacemarily limirod to the Following:
A - overtime or alter -hours clevRmr usage
B • nllllty uenge for construction activities beyond atendord power and water used in connection with general office uses
C- extra and continuous oleun-up ofolevalms and public spaces as required due to ecnstvctiai activity; Contractor to pruvitie the
usual protection of existing improvements, and oxereiso care and good son"
0. extended or after-hours use of the leading dock
29• In riddition to cleaning mquh•avnenls described above, Contractor shall, in preparation ibr substantial conipleliuh or occupancy of the
pivjectbyTenant, perform Foul cleaning ot'Conuactor's Work.
30. When Conutaclur takes aver an area Flom tile. Owner' before commencing work Contractor shall ascertain dial the man is in a ,,are and
smthaly condition, and ntninmin the Area as necossary (at its sale cost aid expense) lu it sale and snnitery condition and to a snindard
merlins all upplleablo Imes and mguallans.
31. Owner requires job Progress meetings. 'I lie Contractor will Attend ivilh a representative authorized to speak cud act on lie Contractor's
hahalf: AdJitimmlEy, the Contraclm•sbnll null fy the paver nFschulnlad job progress iitaetings,
41 ivebie Cmrfn• nr—LYc' q fSmrrn •4nn Uase -i• fAillrit D
32, All work or on -site activity during non -normal working hours will be coordinated iu udvanco with Owner.
33, At no thou will Contractor perfa•ns act lvlties on the project without the proper insurance In force.
34. No radios or Other audio devices are ullorvod.
35. Follure to perPmrn work In a manner oonshoenl with the above stated Rules of the Site may result In inuncdiute work stoppage by Owner,
Owner shell have no liability for any costs or expenses incurred by Contractor or any subconb•actors (or Tenant) b, connection with or as a
result of such work ®toppago.
X The Rules of the Site may be amanded or revised al any lime to fit the 3llualien at the time, The amended or revised Rules of ale Site shell
become effective upon delivery to Conlrcctor or publication by posting at the project site, whichever is earlior,
37, Overall contractor end subcontractors' vehicles parking must be ht grans designated by the Duilding Managor at the Contractor's expense.
Acknowledged and Agreed
$y:
Date;
801 rV('AVr C'artr¢r Or•—Clp+nfSeuto daa Lvrrse _a.
e>;lflbi( I)
EXHIBIT 'IT"
ADDITIONAL RENT
E, dclinitions.
1, l "Base Yea'" means the mlendar ycnr specified in IteruM of the Basic Lease Provisions.
112 "Expense Yen r" means each calendar year in wblch oily portion of the Temi of this Loose falls, through and Including the
colander year in which die Term orthis Lease expires.
1.3 "Property Taxes" metals all real property taxes, ealiessIneROS, fees, charges, or impositions and other similar governmental or
quasi •governnienlot ad valorem or other charges levied on or attributable to the Project or its ownership, operation or transfer orally and every type,
Ichid, 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 silbstilitloa (partially or totally) of the Acme including, without limitation, all taxes, assessments, levies, charges or
Impositions:. (a) on any Interest of Landlord or any traelgageo of Landlord In the ?reject, the Building, the Premises or in oils Lease, or on the
oacupaaay or use of silacc it, 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 foes, arts charges, perks charges, housing fund charges; (d) Imposed far sheet, refuse, police,
sidewalks, fie protection and/or simllnr services andlor maintenance, whether previously provided without charge or for a different charge, whether
provided by governmental agencies or private parties, mid whether charged directly or Indirectly through a flmding mechonfan designed to enhance
or augment benefits and/or services provided by governmental or quasi -governmental agencies; (c) on say possessory taxes Pillaged or levied in lien
ofreal estate taxes; and (I) any costs or expenses Iaoun'ed or expended by Landlord in Investigating, ealouluting, protesting, appealing or otherwise
attempting to reduce orminiaize 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 at, profits unless the same is specificnliy included within the 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 Lundiord with respect to any 8xponse Year in connection with the operation, ownership, maintenance, insurance, restoration,
management, replacement orrepair orthe Project:
(a) Premiums for property, onsualty, liability, rent interruption, earthquake, food or other types of insurance carried by
Landlord from tittle to time, and any deductibles thereunder actually paid by Landlord with respect to the Project.
(b) Sndados, wages and other amounts paid or payable rer personnel (including, without limitation, the Prgfwt manager,
alperiuteudcnt, operation slid maintenance staff, the Parking Facilities manager, cormiergo (if any) slid oaher employeas of Landlord) Involved in the
inaillienaws and Operation of the Building or the Project, including contributions and premiums towards lingo beatific, unemployment taxes end
insurance, social security taxes, disability and worker's compensation Insurance, pension plan coahibutiuns and similar premiums and contributons
Which may be levied on such salaries, wages, compensation and benefits slid tine total charges of any Independent contractors or property managers
engaged in the operation, repair, care, maintenance and cleaning of any purdon critic Building or duo Projoct.
(0) Cleaning expelses, Including without lind6aion, Janitoriol services, window cleating, and garbage and refiime rcmnvaL
(d) Landscaping end hadscapc expenses, including without limitation, irrigating, trimming, mowing, fertilizing, seoding,
and replacing plants, trees and hardsci pe.
(c) The cost of providing filial, gas, electricity, water, sewer, telephone, steam and other utility services.
(1) The cost of maintaining, operating, restoring, renovating, managing, repairing slid replacing components orequipment
or mechinory, Including, without tmilindon, heating, refdgmition, ventilation, electrical, plumbing, mechanical, elevator, escalator, sprinklers,
f ldRib safety, security and energy management systems, Including service contracts, maintenance contracts, supplies anal parts with respect thereto.
(g) The costs of providing access control services for, and supervision of, the Project.
(h) Rental. supplies and other costs with respect to the operation cribs management office for due Building,
(i) All cost slid rees Ibr licenses, eerlificotes, permits and luspeotlons, and the cost incurred in connection with the
Implementation ON n transportation sysiein management program or similar progrom.
0) 'the cost orreplaccmmirt, repair, acquisition, installation and modification of (A) carpeting and wall coverings, letting
systems and fixhnus in the C.'ontmon Areas, and other furnishings in the Common Areas, (B) matc inis, tools, supplies and equipment purchased by
Landlord which arc used in the maintenance! Operation and repair of' tile Prq)ect, and (C) any other farm oNnaprovements, additions, repairs, m•
replacements to the Project Or Ella systomd, equipment a' machinery operated or used in connection with the Project; provided, however, that with
,rsImt to the Items described in clauses (A), (B) laud (C) above which coasltture a capital items, Addition, repair or Improveaeal (collectively
"Cnpiai lunns") under sound accounting and property management principles consistently appdk+d and dctenndned by honlllord, in such case the
cost orsuch Capital limns .shall he amorlized (with interest at the Interest Rate) over die mould ][It' (the "Useful Lifer") nl'such Capital item; as
determined by the Landlord in Accordance ivith sound accounting and property management principles consistently applied or such other period as
shall be consistent with Ins(kiniounl Owner Pructices,
(k) Attorneys', accnunUmW and conauilants' feed and expenses in connection with the m:magmnenl, oper'atfen,
adnitnisu•ntfon. maintenance and repair ordin Project, including, but not linnited to, such expenses that relate to seeking or obloining reductions in or
Hull 11/CYrfr C'unrrr 1yr- Cflr uf'Soruo; bur Le¢n' -1- FOINl B
refunds of Properly Taxes, Or coutponon is thereof, Or the costs of contesting the volldity of applieablllty, of any governmental onac4neuts which may
affect Operating Expenses.
(1) Fees for the administration end management of the Project in on amount equal to tinvo percent (7%) of the gross
revenues of the Project (which shall be grossed by Landlord up to one hundred percent (100%) occupancy on all almost basis), without regard to
whether actual fees so paid are greater or less Ilion such amount.
(111) Sulas, use and excise taxes rat goods end services purchased by Landlord for the management, maintenance,
admfalstra(ien orope'ethel of the Building or the Pt'ujcat.
In) Fees for local civic organizntions and Mies for professional trade associations,
(a) Payments tinder any covenants, conditions and restrictions pencilling to the Project or ally casement, license or
operating agreement or similar instrument which affects the Project,
(p) Costs and expenses of investigating, testing, documenting, monitarhig, responding to, abating and rnmadlating
Hazardous Materials, other than abatement and remedladmi costs with respect to fiaxm'dous Materials actually known by Landlord an the Effective
Date) In require statement andlor remedlgtion under applicable Enviroman ntal Laws,
(q) The exists of repairing, restoring and maintaining die Parking Facilities or the Project, Including, without dmitation, the
resurtlicing, teslriping and cleaning of such rholEties,
(r) Any costs, fees, amounts, disbusenents and expenses which are generally included in Operating Expenses under
Institutional Owner Practices,
1,5 Tile lb(lowing costs and expenses shall be excluded Flom Operating Expenses;
(a) expenses relating to leasing space In the Project (including tenant Improvements, lensing and brokerage commissions
and advertisingexpenses);
(b) legal fees and disbursements Incurred for collection of tata it accounts or negotiation of leases, or relating to disputes
between Landlord and other tenants sold occupants of the Building;
(c) Capital Items unless specifically permitted by Section L d of this Exhibit "E'; parts (a) through (r), ]$,elusive;
(d) Property Taxes;
(a) amounts mcelved by Landlord on account of proceeds of insurance to the extent die proceeds are reimbursement till,
expenses which wore previously included In Operating Expenses;
(f) except to rho extent specifically provided in Section 14 oflhjs Exhibit"El , parts (a) through (r), inclusive, depreciation
or payments of principal and interest on any mortgages upon the Projuct;
(g) payments of ground rout pursuant to any ground lease covering tine project;
(h) subjectto &Gdoll 2,1 of ibis Ex ' ' "E", the costs of gas, steam or other, fuel; operation of elevators and security
systems; henting, cooling, eir conditioning and ventilating; chilled water, hot slid cold docuestie water, sewer and Other utilldes or any other service
work m• facility, or level or eminent thereof; provided to any other teasel or occupant in the Project which either (a) is not required to be supplied or
hsnished by Landlord to'I'eunat under the provisions of this Laase or (b) is supplied or furnished to Tenaul pursuant to the temps of flats Lease with
separate or additional charge;
(i) the cost of the Landlord's Work; and
(i) any cost expressly excluded from operating Expenses in fill express provision contained in this Lease.
116 "Excess 0perutlag Expenses" aeons, with respect to ally Expense Year, the positive excess, 1f any, of operoling Expenses
allocable hereunder to such Expense Year over Operating Expenses allocable herountler to the Base Year.
1.7 "Excess Property Taxtrs" means, with respect to any Expense Year, the positive excess, iPmly, of ilia property Taxes nllocablo
hemander to such Expense Yonr over Me Property Taxes ullocnbla hereunder to the Base Year.
1.8 "reanot's Percentage ShalV' means rite percanurge set forth in Ilan 5 2 of tile Ilnslc Lease Provisions: provided, however, that
Landlord reserves the right d•ans [inns to tine during the Term of this Lcose to recalculate Tenant's Perecortgc Share, in which case Tenant's
Percentage Share shall he caloil htell by dividing tine nundaer of square feet of Rentable Area in ran Premises by tbenumbe' orequnre Not ol'Rena blo
A va In the Project, and expiossing such quotient In the Fenn of a percentage.
2. C„ Jjgnlntlnn h e I�de and Adiusmaenla.
2.1 The variah[a co nponaua a operot Ing Expenses ('tin rhdrte Expenses") I'or at or any pottiun a any Expunsc your (including
the Base War) during which actual Occupancy of the: Project is less Ihau one Ile ad d percent (I00%) at' ilia Rentable Area of the Project shall be
ndjustcd by Landlord; as detennined In good Win by Landlord applying sound accounting and property mmlingenneut principles (aid Ilse provisions
80 WCAde Cunrer Ur—L7iv af'Snnar rhrn Lane •2. 6xbibit E
of this Lease) to reflect one hundred percent (100%) occupancy of the Rentable Area of the Project during such period. If dining all of any pant of
any 13xpense Year, hnoluding the Base Year, Landlord does not provide any particular item of benefit, work or service (the cost ofwhieh Ina Variable
Expense) to patterns of the Project due to the foot that such item of bereft, work or service is not rectal red or desired by the Cement of such space, or
such Commit Is Itselrobtahting and providing such Item of benefit, work or service, o' for ally other reason, then for purposes of cc npuliag Va'lable
Expenses for such Expense Year, Operating Expenses, as applicable, shall be increasod by al amount equal to the additional Variable Expenses
which would have been paid or Incurred by Landlord during such period hit( had tiunished such item of benefit, work err Smvlec to such portions of
tine Project.
2.2 Subject to the provisions of this Soudan 2 or this Exhibit "El all calculations, determinations, allo a tions and decisions to be
made he'euinder with respect to Operating Expenses and Property'roxes shall he made lit accordance with the good faith determination of Landlord
applying sound accounting and property moungement 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 patloulnr classes or groups of tenants in the Building
(for axanlple, retail tenants) to reflect Landlord's good faith determination [hut 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 (colleadvely, "Rai mbursematts") o4r humble to Operating Expenses of Property Taxes received by Landlord !At a
pattlaular year shaft be deducted Rom Operating Expenses or property Taxes, as applicable, in the year the same are received; provided, however, if
such practice is eonaistent will) Institutional Owner Practices, Landlord may treat Reimbursements generally (or under particular cirouunstaaes) on a
different basis, Landlord shall have the right to exclude Rom Base Year Operating Expenses the cost of Rents of service, work or benefits (!)not
provided following the Base Year, (h) incurred due to circumstances not applicable following the Base Year or due to market -wide labor -rate
]narcoses in Operating Expenses ties to extraordinary circumstances, Including, without floatation, boycotts, ambargoes slid strikos, slid entity rate
increases due to extraordinary circumstances, and (lit) amortized costs relating to capitol improvements,
2.3 If any Property Tax Reduction (defined below) applies with raspoot to oily Expense Year (other than the Base Year), then for
ptaposos of calculation of Excess Property Toxes for such Expense Year, Property Taxes allocable to the Buse Year shall be reduced by an amount
equal to the corresponding [lase Year Tax Reduction. A "Property Tax Reduction" meats, with respect to any Expense Year (other that the Base
Yea') the amount (Irony) by which Property Taxes are reduced US a result of oily reassesanent or under or as a resuR of application or operation of
Proposition 8 or any other similar governmental act or Law. A "Bose Year Tax Redaction" means, with respect any Expense Year to which a Tax
Reduction applies, and with respect to guy particular Property Tax Reduction, an amount equal to the Pruparty Tax Raductieq minus, in the case of
oily Expense Yeer after the rest year to which the applicable Tax Reduction applies, the cumulative amount by which Property Taxes have Increased
(followhngtho first Expense Year to which the applicable Property Tax Reduction applied) as a recruit orappllcatlon of the annual percentage Increase
(presently up to 2.0%) in Property Toone thatis allowed under Proposition 13 (or any submilolo therefor tameable adopted).
2.4 As of file dale o'fthis Leese, Tenant pays Additional Rent colder Section 4 of the Lease based oil die Operating Expenses and
Property Taxes for tine Project. If Cho project at nay dune contains mote than one building (or one or morn tax precels), Landlord shall have the right,
from time to time, to equitably allocate some or all of the Operating Expanses and/or Property Taxes for die buildings comprising die Project omaig
the Building and some or all of the other buildings of the Ph'oJeah In such avert, Landlord eholl reasonably determine a mothod of allocating such
Operating Expenses and/or Property Taxes attributable to the Building (or the cox Comet of which the Building Is located) and/or such after
budding(s).(m+stich other tax parcel(s)) of the Project to the Building (o' tax pace[) and/or such other building(s) (or tax parcel(s)) and Tenant shall
hn iasponsible fa• paying Its proportionate Sham of such Operating Expense andlor Property Taxes which are allocnted to the Building (o' the cox
parcel on which k is located), Landlord shall also have file right, (•am time to time, to require Tenant to pay Tcunit's Paoentage Share of Opavting
Expenses and Property Taxes based solely con die Operating Expense and Property Taxop for die Building (cod the tux portal on which It is toasted),
3. .Payment PVOCetlnlml Wimates. Dating each Expense Year, Landlord may elect to give Tenant written notice of Its estimate or any
amounts payable under 5ecifor 4.2 of the Lease ("Section 4.2 Additional Rent") for that ExponseYcur. On o' before the rival day of each Wonder
month durlog such Expense Year, Tenant shalt pay to Landlord one -twelfth (1112th) urinate estinhaled amounts, provided, however, that, not more
oltan thmi quarterly, Landlord any, by written notice to Tenant, revise Its astimnte for soh Expense Year, and all subsequent payments under this
Sectfon 3 of [his.BX ill l6it':E" by Tenant lbr such Expense Year shall he based upon such revised omfinale. Landlord shall mueavoi to deliver to
Tenant wlllsin one hundred fifty (150) days after the closo crouch Expense Year or as soon thereafter as is practicable, a statement of that year's
Property Taxes, Operating Expenses, and file amount of Seoton 4,2 Additional Rent for such Expense Yea', its deermined by Landlord (the
"Landlord's Statmnent"), and such Landlord's Statement shall be binding upon Landlord and Tenant, except as provided in Baring, 4 or This
ExhileR " ". If die Landlord's Statement indiontes that (or it it is finally determined pursuant to Section 4 of this Exhibit "E" ]hat) the amount of
Section 4.2 Additional Rent payable with respect to tiny Expense Year: (a) is more than the estinated payments of Section 4.2 A64WOL1111 Renl made
by "[cant with respect to such Expcnsu Ye ll" Tannat shall pay the delicioncy to Landlord upon receipt orLandlod's Statement lie (b) is leas than tw
estimated payments of Section 4.2 Additional Rent trade by TenaL with respect ai such Expense Year, such excess payments shall be credited
against Rent next payable by Tenam under this Lease (or, irthe Ternt ofnhis Lease hits expired, shall he paid to Tenant). Amounts payable by Tenant
as Section 4.2 Additional Roil with respect to oily Expense Year that includes less than ar entire calendar year shall be prorated on the basis dint the
number ol'cinys lit such Expense Year bears ro W. 'rho espireti an or early termination orthis Lease shall not affect the obligations of Ln idlord slid
']'count puraualt to this Scel on 3 of this Exhibit "E" to be performed after such expiration or early termination.
4. Review ol'Landlord's Statement, Provided [lint Tenant is not (hall in dalauh with respect to its obligations under this Lease and provided
further that Tenanc strictly W liplies with fie pruvislous or this Scanlon it of title Exliibit "L'", Tenant shall have tile right, ul'I'enanl's sole cost and
expense, to reasonably review Landli ni's supporting books and records (at Landlord's numager's corporate mikes) Ibr tiny portion orthc Property
Taxes or Operating Expenses for a particular Expensc Your covered by Landlord's Stutemmrt, in accordance evilh the procedures set fourth in this
5aW,in 4 of ails Exhibit "li" Tenant shall. within sixty (60) days after any such Landlord's Statement is dciivered to Tenant, deliver a written notice
(a "Bispatc Notice") to Iaindlord specifying the items described in (le Landlutdi's Stnueacnl [hat are chimed to he incorrect, rod Tenant shall
simuhuaoeusly pay to I,.aucford lilt nmom n; specified in tam applicable t.andlard's Statement (to die extent not previously paid). The right orTcliant
under this Sects of this ' iblt "E" may only be exercised once for each Expense Your covered by any Landlord's Statement, and frTenant lhils
to deliver n Dispute Notice within the sixty (60) day period described above or raids to meet any of the other above Conditions of exercise of such
right. tie righlorTalitun to audit it pan.iculnr Landlnrd'r; Smre»enl (and all afTenloa's fights to nuke any claim relating thereto) under this Section 4
$61 W e 1plr CuarurDr•_C.ip, afSnnrn dma tense -3- Exhibit f
of Ili Is "'" shall sutonallcally be deemed waived by Tenant. Any review of records under this Sectloo A of this blijbit "I,' shell be at the
sole expense of Tonmll, $hall be conducted by indopondent certified public necountanls of national sounding which are not compensated on a
contingency fee or similar basis relating to the results of seal[ audit and shop be completed within sixty (60) days after Landlord provides Tenanl with
access to Landlord's supporting books and reeords. Tenant acknowledges end agrees that any records of Landlord reviewed under this Section 4 of
this Exhibit M' (and the information contained fhereln) constitute cuntidendnl infannation of Landlord, which shall not be disclosed other ihan to
Tenent'a accountants peribnning the raviow and principals of Tenant u4to receive the results of the review, if Landlord disagrees with Tenants
confection than an error exists with respect to the Landlord's Statement In dispute, Landlord shall have the right to cause another review of Shut
portion of Landimti's Statement to be made by a firm of Independent eenilied public accountmds of national stendiug selected by Landlord
("Landlord's Mliountant"). In the event of a disagreement between the two accounting firms, the review of Landlord's Aaeennli shall be
deemed to be coned and shall be conclusively binding of both Landlord and Tenanl fit the event Ihal it is finally determined pursumil to this
section or this G hib c E" that o pnrticular Lanrllm•d's Statement metstated Operating Cxpenses and Property Taxes with respect to the applicable
Expense Year by more than ten percent (10°%), Landlord shall reimburse Tenant for the reasonable cost ofTaoant'& nocounlaj% ht all other cages.
Tenant shall be liable lbr L idlord's Accountant's actual fees and expenses.
ON If' C141-Ceerel'OP— Cih' nj'Sarrra Miler Leese -d- Ulibir I'i
EXBIB IT "F"
SERVICES AND UTILITIES
The services and utilities to be provided by Landlord are as follows:
Elevator Scrviw. Non -attended automatio elevator service,
2 HVAC. Subject to all govcmmautel Laws, Pales, regulations and guidelines applicable themba, HVAC to the Premises during Business
Hours (defined below), which in Landlord's good faith judgmon, is mculed for the comtbrtoble use and occupancy of the Premises fin• general
office use. After Hours HVAC (defined below) may be provided to the Premises upon request by 'Tenant. Tenanl shall pay to Landlord the After
Hours HVAC Rate (defined below) for all After Huns HVAC that is so requested by Tenant within ten (10) days of receipt ofLundlod's mosonably
detailed bill therePor, '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 ilia Premises or changes or alterations thereto, (b) any use by
Tenant In any portion of ilia Premises of hest-generathig machinery or equipment other than normal office equipment, or (a) any occupancy orally
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 or any Holiday (defined below),
"Holiday" means each of New Year's Day, Independence Day, Labor Day, Memorial Day, Then cigiving Day, and Christmas Day, and at Landlord's
discretion, any other state or nationally riloottilized holiday that is selected by Landlortl acting consistently with Institutional Owner Practices. "Alter
Hours HVAC" means any i1VAC that is provided to all or any portion of the Promises at the request of Tenant outside of Business Hours. 'rho
"After Hours 11VAC Rate" means the Landlord's prevailing charges far supplying Alter Hours HVAC to the Premises, which as of the Effective
Dam is $65,00 por zone (or partial zone), per hour (or partial hour), subject to a two (2) hour nhitlnum.
Electrieik ,
3.1 At all reasonable times, electric current as required for Building Standard lighting and Ouctional horsepower office machines and
adequate electrical facilities Per 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 looted on One floor(s) or the building on which the Premises is located, Subject to
Section 33 or this Exhibit "F": (a) die electricity so furnished Air Tenant's Incidental use equipment to be at a nominal one hundred twenty (120)
volts and with no electrical circuit for die supply of such equipment to require a current capacity exceeding twenty (20) amperes and (b) One
electricity so furnished for Tenant's lighting to be at a nominal one hundred twenty (120) volts and wilt no electrical circull for the supply of such
lighting to require a current capacity exceeding twenty (20) amperes.
3.2 Notwithstanding any provision of thin Lease to the contrary: (a) Tenant covenants that its use of electric caurcut shall never
exceed the capacity of the Feeders, risers or electrical installations of the Building or the Project, (b) ilia total connected electrical load for Tenant's
incidental use equipment within the Promises shall in fin case exceed Landlord's pm' usable square foot slmndm'd, and (a) the total connected electrical
load for Tenant's lighting fixtures within the Premises shall in no case exceed Landierl's per usable square foot standard, in addition, if Tcuant's
actual consumption of electrical power In the Promises, as determined in good faith by Landlord pw:sunnt to such measurement method or methods ns
Landlord shot employ, toil time to time (indluding, without limitation, the use of'sub voters and/or pulse natters, elecudceI surveys and/or engineer's
estiina[es) exceeds the Electrical Power Consumpdon Threshold (defined below), Tenant sitall pay to Landlord, as Additional Rent fit addition to
those costs otherwise payable by'rermnt pursuant to Article 4 the sum of. (1) Landlord's actual direct and indirect costs of supplying such excess
consumption, including, without )imitation, all taxes thereon, and the cost of additional wear oil Building Systems resulting front such excess
consumption, (i) all of Landlord's costs or monitoring and measuring such excess consumption and (tit) Landlord's rensonablo administration fee
thereon, The "Electrical Power Consumption Threshold" means, for any masonable calculation period determined by Landlord, its Landlord's
aondberimtnamry por usable square foot stundurd por electrical consumption (which Is intended to represent ilia average rate of consumption (a kW
per usable squm•e Riot basis) during Businass Hours, of on average parallel office tenant orthe Building).
3.3 Without Landlord's consent, Tenant shall not install, or permit the installation, in the Premises of any lighting, computers, word
processors, eleonoulc data processing equipment or On or type of equipntmtt or much Ines which (a) will require a volloge other than a nominal 120
volts or requle a etnront capacity exceeding twenty (20) ampnres or (b) will increase Tenant's use of eloctrfc current in excess ol'that which
Landlord is obligated to provide pursuant to this &ction 3 orLhis CAifbit"F"("Excess Electrical U'Tonarntshull require orutilizo
Excess filactrical Requirements or electric current which may disrupt the provision of electrical service in other tmi m st in tine Building or the Project,
Landlord, At its election: (i) may refilse to grant Its consenter (ti) may condition ifs consent upon Tenant's payment to advance or Landlord's total
direct and indirect cost (including, without Hinitalloi, a reasonable adminiaa•nlinn fee) or doslgnlug, bundling, maintaining and providing oily
additional facilities deterrmined by Landlord to be required to satisfy such Excess Electrical liequtremmns (or otherwise related to the additional wear
Oil Building Systems associated therewith). IfTenan0s increased electrical requirements will materially affect the temperature level in the Practises
or fit ilia Building, Landlord's consent may lie conditioned Upon Tenam's poymott or all direct and Indirect costs ofinstallation and operation orally
machinery or equipment Accessory to restore the lomperuume level to that otherwise required to be provided by Landlord, Including, but taut limited
to, the cost efntodifcntions to ilia Building Systems anti Increased wear and tear on existing IIVAC equipment. landlord shall not, in any, way, be
liable or responsible to Tenant For oily loss or damage or expense which Terror ntuy incur or sustain if. for any rcnsons beyond Lmndlord's
reasonable control, either the quantity or chmaciet'of electric service is changed or is no longer avuiloblc ur suitable for Tenant's requirements,
1\•S fur. City water for drinking and rest room purposes.
i Janhariai So'h•icg. •lathoial and cleaning services, live (S) days per week (excepting Holidays). wrilbrining to the Protect standards In
eribct font time Id tine; provided that Landlord shall have no obligation to provide such services to any portions orthe Premises that am not used
exclusively fin' general office purposes, In all events, Tenant shall pay to 1„undlorl Tile cost of removed of'i'ennnl's refuse and mbblsh, to the oxtent
tint the snore exceeds the refuse and rubbish attendant to normal office usage And/or to the extent duil'renant falls to I(Mia the Promises in reasonable
ordrn
801 11'Ch'Ir tamer 01-00 afSnrtor hilt Lrure -I Exhibit P
Any amounts which Tenant Is required to pay to Landlord pursuant to this Exhibit '? (and/m- for any services provided to Tenant in addition to
those Landlord Is required to provide under this Exhibit •V without additional chmge) shall be payable upon demand by Landlord and shall
coaslltuto Additional RenL Prom thne to time during the Term, Landlord siudl have the risht to modify the services provided to Teaonl hereunder;
providcd that the services provided, as so modified, are consistent with InspWtlonat Owner Practices. Tenant mogniaes that oily access coatrof
services provided by l,undlord tit the Project are for the protection al` Leudlord's property, and under no circumstances shun Landlord be responsible
for (aid Tenant waives any rights with respect 10) providing socority, or other protection for Tenant or Its employees, invitees or property in or client
tha Promises. or the Project. Landlord makes no representation with respect to the adegmicy or fitness of the Project's RVAC system to maintain
temperatures that may be required for operation of ally consputer, data processing of other special equipment or occupancy of tha Premises at
densities above oustoroa'y general office levels,
001 WClrir Caurer (A•—C!ry' aJ'Snarn ram Leaft' -2' Exhibit F
EXHIBIT" C"
INSURANCE ItrQU1RENIENTS
1'o11004
1.1 I'ronarty hhsuramae. At all times during the Term of tills Lease, Tenant shall procure and maintain, at its sole expense, "All.
Risk" (and Ili Landlord's option earthquake, earthquake sprinkler leakage and/or Flood) property insurance, In al amount Hot less than one hundred
percent (1000/0) ofroplscamem cost covering; (a) all Loasehold Improvements (b) all floor and wail covorhhgs; and (a) all Tenam's Personal Property
Ili or about the P enlses and project. The proceeds of such insurance shall be used for the vapour and replacement of the properly so Insured, except
that if not so applied or If this Lease is terminated fallowing a casualty, ilia 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 Deslnass Interruption 1EEM anee. At all dines during the Term of this Lease, Tenant shall proeuu and maintain businasu
interruption insurance In Stich amount ns will roimbursc Tenant for direct or indirect loss of earnings attributable to all perils insured against in
1.1 ofthks L+• '" "fore period ornot less than twelve(12) months.
1.3 Liabitivinanranca,
1,3.1 At all tines during the Term of title Lease, Tenant shall procux: and maintain, at its sole expense for ilia protection of
Landlord and Tenant, oonnlicych l general liability Insurance applying to the use and oeoupanoy of tile Promises and ilia business operated by Tenant.
Such insurance shall have a minimum combined single limit of liability of at lend $2,000,000 per occurrence and a general agghagnto limit of at least
$3,000,000, and Tenant shall provide Ili addition excess liability Insurance on a following form basis, with overall Iltdiis of at least $3,000,000, All
such policies shall be written to apply to all bodily Injury (iaoluding dentb), property damage and personal htjuty losses, shall Include blanks(
contractual liability, broad ram property damage, independent contepator's coverage, completed operations, products liability, areas liability and
severance of interest clauses, and shall be endorsed to inelado Landlord and the Landlord's Additional lasurads as additional Insureds.
1.12 At all times during ilia Term of this Law, Tenant shall procure and maintain, at Its sole expense For the protection of
Landlord and Ton all t, primary automobile Until IEly losarnnce with Iindts of not less than $1,000,i)00 per occurince covering awned, 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 Rem tile Premises by Tenant or another
peson, Tenad, at its own expehse, shall obtain a policy or policies of insurance issued by a responsible insuranco company and bs a form acceptable
to Landlord saving harmless sad protecting Latdloid and the Promises against any and all damages, claims, liens,jadgments, expenses and costs,
Including acts nt attorneys' fees, arising under tiny present or future law, Statute, or ordinance of the State of California or other governments]
authority having jurisdiclion of di® Prandscs, by reason or any storage, Hale, nee or giving away of alcoholic beverages ail or Prom the Premises,
Such policy or policies of insurance shall have a minimum combined single Iimit of $3,000,000 par occurrence and shall apply to bodily inlury, fatal
or nonfatal; irt(ury to means of support and Injury to property of any parson, Such pokey or policies of insurance shall name the Landlord and Its
agents, beneficiaries, partners, enhployeas and any Iloldcr of any Seeurily Instrument designated by Landlord as additional insureds.
1.4 Workers' Compensatloir Employer's Liability Insuranec. Worker's Compensation Insurance. In Records= with the
provisions of Section 3700 of the Labor Code, Tennat, If Tenant Inns any employees, is required to be Insured against liability for worke's
compensation rn• to undertake sal f•Insurumx. Prlar to canunenciug the pe'formahce of kite work under this Agreement, Tauoal agrees to obtain and
mgill Isla may employer's IinbiIity insurance with limits not less Linn $1,000,000 per aocideliI.
2, Policy Rsanh'aments. All Insurance required to be maintained by Tenant shall be issued by insurance companies Authorized to do
Insurance business In the State of (:allrornla and fated not less than A:X In BetIN Insurance (tilde, Ali such insurance policies sliAll be written As
primary policies, nel excess or contributing with or secondary la any other insurance as may be available to Landlord or to Elio additional insureds. A
certificate ot'insurance (or, tit Landlord's option, copies of the applicable policies) evidencing die Insurace regah'ed radar this Exhibit "G" shall be
delivered to Landlord not less than dlirly (30) days prior to the ComirhaaCelheAl Dato. No such polley shall be subject to cancellation or modification
without thirty (30) days prior written notice to Landlord laid to any t-lolder of any Security Instrument designated by Landlord and Stich policy shall
be endorsed to provide that tile Wine
r urer dhereunder shall provide Landlord with written notice erany fhllue by Tenant to pay any premlum thereunder
when Clue and such Papua conllues fin• a period of ten (10) days after such slate. 'Tenant shall famish Landlord with a replacement certificate with
respect to any insurance not lass Lhai tnfrty (30) days prior to the expiratioa of the current policy. 'tenant shall have the right to provide the insurance
required by this Q,xlljjhit_,-°G`,' pursuant to blanket policies, but only if such blanket policies expressly provide coverage to the Pmnilses and the
Landlord as required by this Lease evitbout regard An claims made uride• such pollohm wide respect to other persons.
3. 1 hlis' Ilnnenuc. Tenant shall not keep, use, sell or offer far sale In nr upon the Premises any Article which finny be prohibited by any
Inseleacc, policy periodically in knee Covering [lie premises, the 1310whig m• the project. if any or Landlord's insurance policies shill be eahcellel or
cancellation shrill be lhreatemsi or the coverage thereunder rcducad or threatened to be reduced in any way because artho use of rho Premises or any
part dhercof by Tanud or ally assignee- subtenant, licansec or inviten of Tenant and, If Tenant fails to remedy the condition giving rise to Stich
eraeellation, dhremened CanCelhala• reduction ofePvernge, o'thremened reduction of ¢overage, within 48 hours after notice thereof, Latidlurd may.
Ili its opiiun, either terminate this Lapse or after upon the Pram119e8 and attempt to rnnudy such condidou, and Tenuot Shall promptly pity the cost
thereof to Landlmxl as Additional MAE. If Lundloni is unable. or elects not to remedy such condition, thol Landlord shall have all of the rmnedles
provided fur in this Lartae u pon (lie occurrence of an Lvent Of Del'auh. "Tenmd shah not do or permit to be done any net or things upon or about the
promises or ilia Prglcel, which will: (a) result In ilia assertion of any defense by ([to insurer to any claim under, (b) Invalidate or (a) be in eonllbE.
with. ilia fnsuronce palicics or Landlord ur Tomlin cevcring the huilding- the Premises or fixtures and property therein. or which Maid inurcase tilt
rate of Ilia insurance applicable m die Banding or the project to tin amount highar (him It otherwise would be; And Tenunt shall noither do nor permit
to be done Any out or thing upon or Abmtt the Premises or the BAUCHI g which shall or might subject Landlord to Any liability or responsibility, IAA
Injury to any parson or persons or to property, II: as a result ol'ony not or omission by or on Ilia part 01"fia int or violation of tills Lease, whether or
801 IV• OWe Ce n'er Dr —Clay g fSevaa,lnn 1-mve -I- Exhibit 0
not Landlord has consented to the sane, the, rate of"All Risle' in, other type of Ihsumnee maintained by Landlord on or with respect to the Sul [din g
and Fixtures and property therein, shall be increased to an unsount higher thou it otherwise would he, Tenant shall reimburse Landlord for all
inersases orT..and]0rd'a insurance prendning so caused within ten (It) days after delivery orwritten demand therefor by Lendlord• In any action or
proccedhib wIl Landlord and Tanaat are parties, a schedule or "make-up" of tines for the Project or the Premises issued by die body making fire
Insurance rates or estahllshed by Insurance carrier providing oaveroge for the Building or demised premises shall be prosautptive evidence of the
filets stated therein Including the heals and charges taken into consideration in rising die "All Rislt" Insurance into (lien applicable to the Building or
the Pramisas,
901 fVC1114- Center Dr— CIO, ofSnate Ann 6rn.re •2• Exhiuft G
EXHIBIT "id„
REMEDIES
Reniedlo Poll Cvuhts off)ODInd
Ll, Landlor;fl's Riabt Tm Tgf(g[nptc Uno7 Tannut Default In the event of any Event of Default by Tenant as provided ha Seaton
W of the Lease, Landlord shall have the right to terminate [his Lease and recover possession of the Premises by giving written nodoe to T'eoant of
Landlord's election to terminate this Lease, in which event Landlord Shell be entitled to maclve from Tenant, (a) the worth at the time of award or
any called Rent which had been earned at the time of such terminallon; pins (b) the worth at the time of award of die amount by which the unpaid
Rent which would have been named after lorminmion until the time of award exceeds the amount of such rental loss Temmt proves could have been
resonantly avoided; plus (a) the worth at file time of award of the amount by which the unpaid Rent for the balance of the Term after the (fine of
award exceeds die amount oPsuch rental loss that Tenant proves could be reasonably avoided; plus (d) soy other amount neeessury to compensate
Landlord 'Ibr all the detriment proximately caused by Tenant's failure to perform its obligations under this Loose or which In the ordinary course of
things would be likely to result therefrom; and (e) at Landlord's election, Such other amounts III addition to or lit lieu of the foregoing as may be
permitted from time to time by applicable low, As used in Blouses (a) and (b) ebava, "worth at the time of award" shall be computed by allowing
Interest at the then highest lawful contract rate of interest. As used in olnuse (c) above, 'worth at the Lima of award" sholl be computed by
discounting Stich amount at the Interest Rate,
112 Landlord's Right Ta CItfI lbw Lease Upon Tennnt Da1'rttt(1. In the event of on Event of Default of this Lease slid
abandonment of the Premises by Tenant, if Landlord does not elect to terminate this Lease as provided in Section 1.1 of this E hi L " Landlord
may Flom lime to time, without terminating this Lease, Salutes all of its rights and teroerliss under this Lease. Without Ibhiting the foregoing,
Landlord has the remedy described in California Civil Code Section 1931,4 (Landlod may continue this Lease in effect after Tenant's breach mid
abandonment and recover Rent as It becomes due, if Tenant has the right to sublet or assign, subject only to reasonable limitations).
119 R1sht of Landfard to 2grform. All covenants and agreements to be performed by Tenant under this Lease shall be performer)
by Tenant et'fanant's solo oust and expense. If Tenant shell fail to pay any sum of money, other than Base Rent, required to be paid by Il hereunder
or shall fail to ItWorm any affair not on its part to be performed hereunder, then, fit addition to and without prejudice to any otter right or remedy of
Landlord, Landlord may tai die some at the expense of Tenant: (a) immediately and without notice in the case: (I) of emergency, (if) where Santa
default maleasnnably Interferes with any other lanant in Ilia Project, (IV) a failure to Satlsff I or otherwise discharge any Encumbrance, (Iv) where Stich
default will result fit the violation of LAW or the cancellation of any insurance policy maintained by Landlord, or (v) any dilluro of Tenant to perform
tiny of its obligations under Section 3,3.1 and Section 10_5 of this Lease above and (it) in any other case if such default continues for tin (10) days
From tie receipt by Tenant of notice of such default tote Landlord, Any sinus so paid by Landlord and all latiidcntal costs phia Landlord's
reasonable administration fits dncroon, together with interest thereon at the Default Rate trmn the date of such payment, Shull be payable to Lundlord
as Additional Rent oft demand, end Landlord shall have the same rights and ronmdies ]it the event of nonpayment as in the case of default by Tenant
in the payment of Rent, This ,5 'a h 1.3 of tills ExIlibil "Shall survive the expiration or termination of this Lease,
1A Late Payment, If two (2) or more Rent Dolinquen des shell occur in any twelve (12) mouth period, Landlord may, without
prejudice to any other rights or remedies available to it, upon written notice to Teaanl: (a) requiro all romn[ming monthly instailmenis of Renl to be
paid three (3) months in advance: and/or (b) require Tenant to increase the Scarify Deposit (If any) by nil amount equal to are mouth's Rant.
1.5. Subleases of rollout, Whetter m' not Landlord Stools to temuaaa this Lease on account area Event of Default, Landlord shalt
have the right to either: (a) tmhainate any and 811 Sublenses, licenses, concessions or other consensus] arrangements entered into by Talent that affect
(tie Premises or (b) in its sole discretion, elect to succeed to 'rental L's interest to Stich subleases, licenses, eonocssions or arrangements in which case,
as ofthe date of such mioadon,'I'enant shall have no Rather rtghl to or interest in the rent or other coasideral'ion receivable thereunder)
2 Liffirts to liel f. No re-enh'y or Inking of possession of Ina Premises by Landlord followinE al Event of Default shell be confined as an
election to terminate this Lease unless a written notice of such election shall he given to Tenant or unless the termination Ihcreof be decraed by a
court mF competent Jurisdielkm, and Tenant's right to possession shot] not be deemed to have been terminated by efforts of Landlord to total the
Promises, by Its nets of nmintenanee or preservation with respect to the Premises, or by oppaiannent ors receiver to protect Landlord's interests
under the lease. The foregoing enumeration is not exhaustive, but merely Illustrative of acts which may be perfumed by Landlord without
tennhiming Tenant's right to possession. Notwithstanding any stetting of the Premises following any Event of DelLldt without termination of this
Lease by Landlord, Landlord may, tit any Ihne orer such releu]ng, elect to terminate this Lessa for any Event of Mundt. To the fittest extent
pamitted by Law, the proceeds of tiny reletbug of (lie Prendoes shall be applied: (tit) first, to pay to Loudlord all costs and expenses ofsuch ietelting
(including, without ]initiation, costs and expenses of mucking or repossessing the Premises, removing persons tad property thereli'om, securing new
tenants, Including expenses fur redecoration, alterations and other costs in connection with preparing file Premises fbr the new format, and if Landlord
snot[ nttuntain and operate the Prcmtses, the costs thereat) and receivers' two incurred in connection with the appoinnuent ofund pw'fbri tame by a
receiver to protect the Premises and Landlord's Interest under this Lease and any accessory or masonable oheralions; (h) second, to the paynnaut of
tiny indebtedness nfTemant to Lnnd]on] other than Rent due and unpaid heemider; (a) thud, to the payment of Real due and unpaid hereunder; and
(it) the residue, if tiny, shall beheld by Landlord and applied fit payment a Pother or future obligations of Tmmm to Landlord as the sums may become
due and payable, unit '['client Shull not be entitled to receive tiny portion or Stich rovenue. This 5ection 3 of this Kxbilbii "PI" shelf survive the
expiration or termination orthis Leasc.
3. Cars tnlivg Remedies. The specific mmcdas; to which Landlord only resort under the terms or I1,14 Lease are cumulative and are not
intended to be exclusive of any other remedies or metals al'redross to which it Italy be hovlplly entitled in arse orally breach ur havnioncd breach by
Temut orally provisions ortlds lease. In addition to the other remedies provided in this Lease, Landlord shelf be unfilled to u restraint by injunction
of the violation or ntcmpted or threatened violation orilay ol'tlae covenants'. conditions or provisions of This lease or m a decree compelling Specific
performance orally inch eavenan[s- conditions or provisions. In addition, upon the occurrence area Event of Default by Tenant, if Ilia Premises or
any portion thereof ore Sublet, L❑ndlord, in addition nod without prejudice to tiny other reatedles herein provided or provided by Lew, nwy, tit Its
011110vir C'mter Dr-C'Jir 'raNn rinn Lear -I- Exhlbh 11
option, collect directly Flinn the, sublessee all rentals becoming due to the Tenant and apply such rentals against other sums due hereunder to
Landlord.
4. wit im- or Rfuht or Redemntinn, Tan ant hereby waives far Tenant and far all those claiming under Tenani all right now or hereafter
existing to redeem by order or judgment of any corn¢ or by any legal process ar wriL Tenant's right or owupancy of the PremIsea after any
torminalion of this Lease, Notwithstanding any proviaion of this Lease to the contrary, the expiration ar lerminution or Ibis Leese and/or the
termination of Tunanl'a rights to possession of the Premises shot( not discharge, relleve or release Tenant from any obligation or liability whatsoever
under any lndunwity, provision orlhis Lease, including without limhation the provisions ofSgoe onj4.1 of the Lease.
8011Ygrl0C+aeler Dr-CU,t'OJ+Snllln.drtn Uave -2- Exhibit 11
EXHIBIT "I"
FORM OP TENANT ESTOPPEL C$4RTIPICATE
The undersigned as Tenant under that certain Office Lease dated , 20_ (Clio "Lease") between CP SANTANA, LLC, u
Delaware limited Ilabi Ihy company, as landlord, and the undersigned, as tenunq for Premises on ;be_ hoar of the Off oo Building located at 901
West Civic Center Drive, Santa Ana, California cerdfles as follows:
I. True, correct slid completo copies of the Lease and all amendments, modifications and supplements thereto ui'e attached hereto and the
Lease, as so amended, modified and supplemented, is In fall force and effect, and represents the entire agreement between Tenant and
Landlord with respect to the Premises and the Properly There are no nmendments, modifioalions or supplements to the Lease, whether oral
or written, except as follows (include the dote of such amendment, modification or
2. The undersigned has commenced oecupanay of the Promises described in die Loose, currently occuples the Promises, and the
Cammoneement Date of the Leon occurred on , 20_.
3, Tenant has not transferred, assigned, or sublet any portion of the Premises nor entered Into any license of concussion agreements Willi
),aspect thereto except as follows;
4. Base Rest beanina payable on
S, to accordance with die Lease, Rent commenced to aacrue oil � 20�.
6. The Term a Fthe Lease expires on ._
%, The Lease provides rbr an option to extend the term of the Lease for _ years. The rental rate for such extension term Is as'fallows:
tdxoept as expressly provided in the Lease, and other documents
attached heroto, Tenant does cot Nova any right or option W renew or extend the total of the Lease, to lease other space at the Property, nor
ally preferential light to purchase all or any part of tile Premises or the Property.
S, All conditions of the Lease to be performed by Landlord necessary to die enforceability of the Lease have been satisfied and Landlord is
not In dc0rlt thereunder. All space and improvements loused by Tenant have been completed and furnished lit accordance with the
provisions orthe Lease, and Tenant has accepted and taken possession of the Promises.
9. There me no offsets or creditsagainst rentals peynbla under the Lease and no free periods or rxntel concessions have been granted to
Tenant, except as follows:
10. All monthly ina allments of Base Rent, all Additional Rent and oil monthly instalhueuts of estimnted Additional Rent have been paid when
due through . The current monthly Installment of Bose Rent is
III The undersigned acknowledges that this Estoppel Certificate may be delivered to Landlord's prospective, mortgagee, or a prospective
purchaser, and acknowledges Thal it recognizes that tf same Is dope, said mortgagee, prospective nrorlgigeo, or prospective purchaser will
be. relying upon die statements contained herein in making the lout) or acquiring the property of whioll the Promises arc a part, and hi
accepting an assfgnerent of the Lease as co tuners), security, and that receipt by It of this certificate is a condition of making of the loan or
acquisition ofsuch property.
Each individual executing this Estoppel Certificate on behalf of Tennnl hereby represents and wurnmis that Tenant is a duly formed and
existing entity qualified to do business in Cali tomin and that Tenant has Rdl right and authority to execute and deliver this Estoppel Certificate and
drateach person signingon behalfoffenanl Is aulhorizexl to do so,
Executed at —_, on the, tiny of , 20_,
"Tenant":
By: _
Name:
001 WC&le Cenler4r•-Cl(i'nJ'S'nnladnu Leave -I- Exhibit I
EXHIBIT "J"
OPTIONS
This Exhibit 'T consists of the Ibllowing Solredules: Schedule `Id' (Extension Optlon[s]); Soheeu • "7,J2" (Additional Space Option(s]); and
Schcdalo'%3_ (Delermioation of FMRR), nil orwhieh are incorporated herein by this reference. Notwithstanding anything to the contrnry in this
Lease; (a) all of the rights and options ol'Tenunt that are described in this I bit"1" (collectively, the "Options") ere and shall be personal to the
Original Tenant, are not hnnsfemble and may only be cxeroised by the Original Tenant (and not by any assignee, sublessee or other Translbree of
Tenant's interost in this Lease), and (b) the Extension Optoo and Right of First Offer may be exercised only on the condition that, at the appiionble
Lime, tine Original Tenant then occupies the entire premises, In addition, notwithstanding anything to die contrary in this Lonna, at die eiectlon 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 inpfTective if, as of the date of such attempted exorcise: (A) Tenant is in defbult under this Lease or (B) Tenant has previously been in depanit
under this Lease more than two times, and (11) if es of the dote that the Extension Option m-Teoont's lane of any Leased First Right Space (donned
below) would otherwise winmencol (A) Tenont is in do8sult under this Geese or (IS) Tenant has previounly been in default under Oils Lease more
than two times, Lmidtord may canecl Tenants exercise of [lie Extension Optical or the Right of First Offer with respect to the appiioablo Offered First
Right Space, as applicable, by delivery orwrinen notice to Tenant.
801 IP Clrle Conrer Or -Clap afSrarrrr,4no Lun.ro -I - Exhibit ,I
Sehedole " d-1"
Ext milml Ontlol
I. Grant nl' Ontlmi Sobjeat to all of mite terms and conditions of this Schedule 1.1', In connection with Tenant's lease or the Premises,
Tenant shill have two (2) options (each an "Extension Option") to extend the term orfhis Lease as to the entire Premises flea subject to this Lease,
each for on additional term (ouch "Extension Term") of sixty (40) months, subject to and upon tiro terms and conditions contained in this Schedule
'_•) I' . The Extension ]'arm shall commence upon the day Immediately following the then scheduled Expiration pate, and almll be open the same
terms and conditions as are provided for in this Lease, as then amended, except that; (a) If Tenant rolls to timely excralse the Extension Dplion, the
Extension Option (and any other rights to extend or renew the Term) shall lapse and Tenant shall hove no further right to extend Ilse Tenn of the
Lease, (b) there shall be no tivther options to extend the Term pursuant to this Schedule "1•I" or otherwise following the second (led) Extension
Term, (a) Tenant shall not be entitled to any credit against Rent or any other rant concession or rent allowance or nbatemenl of Rent, except as
spceiifcadly provided in the definition of the FMRR, (d) the Base Rent for the Extension Term shall he as provided in Section of this Schedule "3.
L" and (a) the Base Year for the Extension Term shall be the calendar year In Welt the Extension Tonn commences.
2 Exercise. Au Extension Option may be exercised only by Tenant giving written notice ofexerclse (tall "Extension Notice") to Landlord on
or before the Iola that is not more than twelve (12) slid not less than nine (9) mouths prior to the then scheduled Expiration Data, If Tenant dons not
deliver oil Extension Notice to Landlord within the dine period set fordo 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 eflbotive after the then Expiration
Date shall tenninate.
3 Aonia7l ))sac Renl. 'Ilia Base Rent payable for the Premises during an Extension Tenn (the "Extension Term Base Rent") shall be equal
to (a) the Rentable Arco of rho Prendses then subject to this Lease, multiplied by (b) the FMRR of the Premises as of the First day (an "Adjustment
Date") ofsnch Extension Tern, and shall be determined Be follows.
3.1 1f Temnt duly exercises the Extension Option, Landlord shall within thirty (30) days thereafter, deliver to Tenant a written notice
(u " Morlmt Rent Notice") of Landlord's determination of what Landlord then believes the FMRR (and Extension Term Base Rent) would be for the
Promises do ring the Ex onion Term.
3.2 Within ten ( I0) days after Tenant's receipt of a Market Rent Notice, Tenant shall deliver to Landlord written Bence (a "Mmdeet
Rent Respansa Nouea") electing cidicr: (a) to accept the FMRR (and Bxtenaion Term Base Rent) set forth in the Market Rent Notice, in which case
the FMRR ("fad Exusnsbn Term Base Item) shall be as set forth in the Market Rent Notice, or (b) to reject Landlord's determination of the FMRR
(and Extension Term Base Rent), In which case the FMRR (laid Extension Term Base Rent) shall be determined in accordancewilli c n .dtrle!L-r.
3.3 IfTenarm rails to deliver Tenant's Market Rent Response Notice within ten (10) days after its receipt are Market Rest Notice (or
fails In its Market Response Notice to expressly reject Landlord's determination of Ilia FMRR (and Extension Tcmn Ease Beni) sot forth in a Market
Rent Notice), Tenant shall ommlusively be deemed to have accepted Landlord's determination of the FMRR (and Extension Term Base Real) set
forth in time Motion Rent Notice,
,xdr ONCh lr ConterAr—C'ilr n/lSnrrm aua Leave .2. 136N .1
Schedule 11,1.2"
f h I'8f QCbl'
1 Orn . Subject to all of the terns and conditions of this Exhibit " " 'tenant shall have the right (the "Right of First Offer") to elect to
lease any portion orthe First Right Space (defined below) that becomes Available fer Lease (defined below) at any time during the'fenn, The •'Fhxt
Right Space" means Ally space on the seacnd (2"s) floor of the Building tint is not within the Premises. A portion grille First )tight Space shall be
"Available For Lease" if. (a) Landlord receives ❑ Third Potty 01 (defined bolaw) with respect to such space, (b) such spnce is vacant or is
scheduled to become vacant within six (6) Ismailia, and (0) each space IS not subject to any then existing expansion or renewal rights orally type tile[
is or are act fortit in any lease affecting space in the Project, "A Third Party OI'ier" means any written all or proposal Pm- the )case craft or any
portion ofthe First Right Space dint is do)iveled by Landlord to a third party, or (lint is Inceived by Landlord drum a third party, In either case, an
terms [list are acceptable to Landlord (oxaluding may such offers or proposals that either: (i) relate to any expansion or renewal rights that are set
forth In ally lease affecting space rn the Project that exists as cribs Eflkctive Date or (if) Ave For the renewal or oxtenehon omits lerin of ilto lease for
any then existing tmraat of the applicable portion of tits First Right Space),
Preceoura for Orrin- god Ateentimeo.
11 Fisl Offer Nulfce, Subject to the terms and conditions of this Schedule 11J-21, if all or nay portion of tine First Right Space
becomes Available for Lease, Landlord shall notify Tenant thereof In writing (the "First Offer Notice"). The Fist Offer Notice shall also: (a)
describe (slid state Ile Rentable Area o(') the portion of the First Right Space that is then Available for Lease (the "Offered Fit -at Bight Spoce'h, (b)
state the date (the "Orfered $pnee Scheduled Commencement )gate") upon which Landlord then believes the Offered First Right Space will be
available for delivery to Tenant, (c) stile Landlord's determination of the economic tears (including the Base RACE, Base Year, Improvement
Mannar, abated Real and other Rent Concessions defined below) on which Landlord is willing to lease the Offered Phil Right Space to Tenant
(tie "Offered Terms"), And (d) suite that the expiration of Tenant's tease of the First Right Space shall be coterminous will% the leave thr this
Premises, provided that; (1) Will shall be less than Live (5) yeas remaining in the Term as of the At the Offered Space Scheduled Conunoncontenl
Dale for any Offered Pirat Right Space, die First Offer Notice shall state that Tenant's exercise of its Right of First Offer with respect to such Offered
First Right Spam is conditioned upon Tenant concurrently exercising as Extension Option (with it being understood and agreed Clint Tenant shall
have no right under this Schedule 1-2" to lease tiny portion of the First Right Speca for which the Offered Space Scheduled Commencement Dote
will occur during the Inst five (5) yens of the Term unless, (A) at such time, Tonnnt shall have on unexaroised Extension Option and (D) Tenant
Shall, In is Tonnnt's Acceptance Notice, exercise such Extension Option.
2,2 Tonant's Accentaince Notice. Tenant may exercise its right to lease the Offered First Right Space identified to any First Offer
Notice only by delivering to Landlord, not more than ten (10) business days after Landlord's delivery urtho applicable First Offer Notice, written
notice,("Tenmat's Aneeptanco MOW) stating that Tenant Accepts Landlord's utter la Icase the Offered First Right Space, If Tenant does not
deliver Tenant's Amcptagm Notice to Landlord within five (5) bushwss flays after Landlord's delivery of any First Offer Notice, time being of rho
essenca; then subject to Seotton23 below, Tenant's Right of First Offer shall no longer apply to the applicable Offered First light Space and,
Landlord shall be free to lease the Offor(d First Right Space described in the First Offer Notice to third parties selected by Landlord at such rental
rates and apon such Iomts As Landlord iu Its sole discretion may desire.
23 Landlord's Obligation to lic-Ofre•. Notwithstanding the foregoing, before leasing any Offered First Right Space to Ally other
Parson or entity on economic terms tint are atom then tau percent 00%) more favorable (an as anmialivsd not siredive rent basis) than the Offered
Terms specified !it the First Offer Notice, subject to all of the terms And cmidiflone of this Schedule `7-2", Landlord must ro-offer such Offered First
Bight Space to'ronant on die more favorable economic forms by delivering anther First 011or Notice with respect to Stich apace In Accordance whit
Section 2.1 of this Schedule ''14". And 'Tenant shall again have the right to elect to lease Such space by delivering a Tenant's ROM Acceptance
Notice in accorcalme with ecti It l,).2N of this Schedule —"IV provided that Team[ shill have only five (5) business days eoor receipt or any
Stich First Offbr Notice within which to deliver Its Tenant's Acceptance Notice with respoot m such Offered First (tight Spice that Is re -offered to
Tcuant in accordance with this Suction 2.3,
Term: lien[: Other Te•nis.
3.1 IPTonnnl duly exercises its Right of First Offer in accordance with tiffs Schedule "J-2" with respect to Hay Offered first Right
Splice that Is Identi lied in any First Of or Notice (Any Stich space "Leased First ltight Space"). then( (a) the lain artile lease a Stich leased First
ltight Space shall commence upon the (Into (the "First Right Cc III Date") that LItMIIOd tenders to Tenant tie][very of possession of Such
Lensed First Right Space, (b) the expiration of Tenant's lens of the Leased First. Right Space shall be colenninous with the termination All [.case
Car the then existing Premises, (c) except no expressly provided to the eoldrnry in thin Schedule "I.2" , the r(ennining Warms ol'TemsuOs lease orsuch
Leased First Right Space Shull be the terns and conditions or this Wad (provided then all provisions of Ilia Lease which vary based upon the
Rentable Aran orthe Premises shall be adjusted to reflect the liddIton of the Leased First Right Space to the Premises) and (b) Landlord and Tenant
shall reesonahiy promptly thereafter execute tin nnnendnsent to this Lease Rir such Leased First Right Space upon Lhc terms and cenditimhs as ,at forth
in the First 01'ler Ntaim, subject to the provisions of this Schedule "J-2",
3.2 ]'lie minnhly bnac tent payable by'renallL with respect to Any Leased First Right Space (the "ROFO Rant") shall continence on
the Applicable Mral Rigbl Commencement DHte and Shall be equal to [he pro(luct nl`, (a) [he number of square )bet or Rentable Area contained In
such lensed First Right Space and (b) the FMRR par such Loused First Right Space, ](fit fhc Applicable Accepance, Notice, 9'cnent expressly rejects
Landlord's dctcruiimiti in of the FIbiRR (anti ROM Re tJ f'or the applloolik Lt"ahed First Right ,Space, than this FMRR (and R0170 Ron() do -such
Leased First Right Spice shell he determined in accordance %vit'h Schedule ".L3". provideO tint if [he HVIRR (And ROFO Rent) Rir Any Loaned First
flight Space shufl not be detcrndned os Arctic First Right Commencement Dole. Elie parties shall utilize Landlord's Submilted FMRR (defined below)
to (101crndno the ROFO Bent fur [Ile applictdde Leased HES[ Right Space, and if Tenant's Submitted FMRR shall be uitinintcly selected pursuan to
$01 IV UL-10 ('tou'rUr- Cfov af90ara vnra Leory J- IixhiUit J
S erlule "d-3'", TonalAshalI be given a credit against ROFO Rent next due hereunder equal to the Smell it of any overpayment. If TollanI fails, in the
appllonblo Acceptance Notice, to expressly reject Landim•d's determination of Ilia FMRR (and ROFO Rent) set lbrth In the applicable FhS1. Offer
Notice, then Tonont shut] conclusively be deemed to have romped Landlord's determination of the FMRR (and ROFO Rent) for the applicable
Leased FirstRightSpares as set 1100 In die applicable First Offer Notice, Notwithstanding anything to the contrary horehn. Tonanl Shall pay
Additional Rent with respect to oily Leased First Right Space in the same manner as for the Initial liramises, including, without limitation, to
accordance with the provisions of Section 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 Leaned First Right Space,
3.4 Delivery and Condition of Loosed First ]tight Snacel Deliv r • luiprilveloont.
3.4,1 Landlord ahail endeavor to deliver the Leased First Right Spa(* to Tonont oil or befine the applicable Offered Space
Scheduled Commencement Data (as identified In (he npplicablo First Offer Notice); provided, howovar, 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 branch under this Lease and olherwlse shall have no
liability to Tenant so long on Lnndloud uses commomfolly, reasonable offirrts to deliver strait Leased First Right Space to Tenant as soon as reasonably
possible tburcnfter.
3AL2 Tenant shall accept any Leased First Right Space In its then existing "AS IS" condition and state of repair, and
Landlord shall not be Inquired to parflerm any work, supply oily materials or incur oily expense (Including the granting crony allowance to Tenant
with respect thereto) to prepare any Leased First Right Spum for TenauNs occupancy; provided, however, than (a) Landlord shall cause the Leased
Fhat Right Space lobe domised prior to the date on which it Is delivered to Tenant, and (b) to the extent (and only to the extent) determined in
contraction with determination of the FMRR for oily Leased Picot Right Space: (1) If such Leased First Right Space has not, prior to the date the same
Is delivered to Tenant, previously been improved, landlord shall grant to Tenant, a rent free construction perlod (with respect to the ROFO Rent
Payable for such Leased First Right Space roily) for the construction of the initial Leasehold Improvements (if any) in such Leased First Right Space,
and (6) Landlord may grant to Tenant an Improvement allowance to be used for costs that are incurred in connection with the construction of the
Initial Loosellold 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 Ar tic1a 100 of the Lease
801 {I Cdtr Ckruun Or—Clp•nJ'Snnfu.Um Lear 4. Exhibil 3
Schedule "J,in
Actermhilna 17MRR,
For purposes of dotorntining the FMRR, the following procedure Shill apply;
I If Tonant duly exercises any Extension Option and duly rejoets Landlord's detertrinatlon (in Its Market Rent Notice or the FMRR for the
Extension, then Landlord and Tonant shall endeavor to agree upon the FMRR for rite Rxtcusian Term on or before the Outside Agreement Dole
(dellned below). If Landlordl and Tenant are unable to agree upon the FMRR far the Extension Term on or belbre the Outside Agreement bate, then
die FMRR for the Extension Term shall be determined by arbitration pursuant to Section 2 urthis Schedule "J-3 Tha"Oufdda Agreement Dnte"
111MIS the dale that is ten (10) business days alter the date that Tenant notifies Landlord, In Its Marital Real Romponse Notice that Tenant has rejouted
Lmdlord's initial delannination orthe FMRR for the. Extension Term.
2 if Landlord and Tenant shall fall to agree upon the FMRR for the Extenstml Term oil or before the applicable Outside Agreement Date,
then within ten (10) business days thereafter, each of Landlord and Tenant shall submit to the other its Yield demrmlandon of the FMRR for the
Extension Team and such final determinations shall be sabaililad to arbitration (as Tenant's and Landlord's "Submitted FMRR," respectively) in .
accordance with the following:
2.1 Landlord and Tenant Slnall each appoint one arbitrator who shall by profession be a real estate broker who Shall have been active
in die teasing orthe project and the Comparable Buildings over die five (5) year period ending oil the date or %uch appointment. The determination
Mile arbitrators shall be tented solely to the issue as to whether Landlord's or Tenant's Submitted FMRR is *a closest to the actual FMRR for the
Extension Term, as determined by the arbitrators, taking Into nocounl the requirements of this Sol .".1.3`t Each such srblramr shall be
appointed withfn fifteen (15) business days spier the Outside Agreamant Date,
2.2 The two arbitrators so appointed shall, within ten (10) business days a(' the date oPtha appoinbnom of the second appointed
arbitrator, agree upon and appoint a Cited arbitrator who shall be qualified under the same standard as described in &often 2.1 of this ,5� hildtda'y3"
(with respect to appointment of the Initial two arbitrators).
2.3 The three arbitrators shall, within thirty (30) days of the appointment of the third arbitrator, reach it decision its to whether the
parties shall use Landlord's or Tomint's Submitted FMRR and shall notify landlord and Tenant thereof; provided that: (n) if either Landlord or
Tenant kilts to appoint an arbitrator within p9een (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 the the Extension Term an(] notify Landlord cud Tonant thereof within
thirty (30) days following exphatton of such fifteen (15) business day period, and such mbitrotoi"s deaision shall be binding upon Landlord and
Tenant, and (b) if the two arbitrators frill to agree upon and appoint a dihd arbitrator, of both parties fail to appoint an arbitrator, than the appohmnent
critic third arbitrator or any arbitrator shall be dismissed and the matter to be decided shall be promptly submitted to arbitration under the provisions
of the Anicrlcan Arbitration Association (the "AAA"), but subject to the Instructions set fortb in this Schedule `J-31.
2.4 The deoisiou oftlie majority of the three arbitrators (or in the case ere decision made under clause (a) or (b) of Section 2,3 of this
f aA11 c •it-3", the decision ofthe single arbitrator or the arbitrator(ld appointed by the AAA) shall be binding upon Landlord and Tenant, shall be in
writing and shall be non-appealebla, and counteipmt copies thereof shall be delivered to Landlord and Tenant. A judgment or order based upon such
sword may be entered in any court of competonI jm9sdictlun, In rendering their decision and award, the arbitrators chat have no power to vary,
mod Cy or amend any provislon o f ill Is Lease.
2.5 Landlord and Tenunl shun esch bear 50%of the cost of the arbinntlan described is this Sect! on 2 aI'th13 Schedule J-3"
801 tit' ('Ale Dr —Cary n/,Snnnr Ann Lama -I. Exhibit 1
fKIdlBrr 1110
I VEBROWSIGN
1. Grant of Millis. In connection with Tenant's lease of the Premises, sabjecl to nil of the terms and conditions of this Exhibit %", Tennnt
shall have the non-exclusivcl right to Amiss Landlord to display signoge (the "4yebrow Sign") identifying Tenant by its Business Name (donned
below) all the Building In the location described in Section 2 ofthis,EExhibi '1 ". All of ilia Tenant's rights under this Exhibit'_W'. are personal to
the Odglnal Tenant and Are not transferable In connection with any T rolisfer or otherwise. "Buslness Name" means only "City of Santa Ana", or any
other business or trade name of Tenant that not all Objectionable Name. "Objectionable Name" means ally Palma Phut: (a) relates to an entity that is
of a character orreputntlon, or is Associated with a political orlentolfml of I'nelion that is Materially inconsistent with file duality of file Project, al•
which would otherwise reasonably Orland an institutional quality landlmrl of a building comparable to the Buildings in Downtown Santa Ann, taking
Into consideration tile sire and visibility of the Pylon Sign or (b) conflicts with any then existing covanunis in other looses of space in the Building or
Project '
2. Location; Snccilianfioas and Parmitg,,
2.1 Subject to agetion 2.2 of this Ex dlilt'X below, The Eyobmw Sign shall be located on the "eyebrow level" of the Building (Le.,
just above the first floc' or 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, tile "gig" Speellications") of the
Eyebrow Sign shall be approved by Landlord in its sole and absolute discretion. In addition, all of Tenant's rights under this Elddlih. "K" with
respect to the Eyebrow Sign shall be subject to: (a) the receipt grand continuing compilance with all required govenlmental permits and approvals
(and the spbmission of copies thereof to Landlord) required fir the installation and continuing display of each of the Eyebrow Sign and (b) the
conlhating compliance of the Eyebrow Sign with all applicable Laws,
2,2 Landlord shall have the right, In Its sole but good faith discretion to; (a) position andlor reposition the Eyebrow Sign on the
Building In any manner as it shall reasonably determine (provided that such Eyebrow Sign shall be located on the side critic Building described in
Section 11 of this Exhtbit"K" above) and (b) place on or about the Building or Project (or on other signs for the Building or Project): (1) the name
ol'(aod/or other Identifying infbrmntlon for) Landlord, the Building and/or Project or (li) saeh other names, business names, trade analog or affiliate
names naprosonting such other tenants or poison, In elther case, as Landlord shall determine in Resole and absolute discretion,
3 Cast end Maintenance, The Eyebrow Sign shall be Ihbvicated 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, rehnlnn'sa Landlord as Additional
Rent, for all ousts slid expenses actually inclined by Landlord in connection with or relating to the fabditadon, Installation, operation, matntanm ce,
repair, slid 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 repnim. The terms of this Section 3 of this : I l „ ` I, shall survive rho expirstioa or earlier termhiarlon.
of this Lease,
Ternrhmtlon; Rerntly .
4.1 NouvllltslAnding my provision of this Lease to the contrary, by notice delivered to Tenant, Landlord may, at Its option, elect to
terminate oil of Tenant's rights with rasp al to the Eyebrow Sign; (a) at any limo that the Original Tannin (together with any Permitted State &
County Transferees in accordance with Section 11 1.2 above) is no longer leasing And occupying 20,000 RSP in the Building, (b) if this Lease Is
asslgued to any Person, or (c) Wally Evcnt of Default occurs,
4.2 Upon the espir9fon a -earlier termination of this Leese, ar alter termination of Tenant's rights with respect to the Eyebrow Sign
as provided Above, Landlord may, at'felant's solo cost And expense remove the Eyebrow Sign from the Building slid cause the areas in which such
Eyebrow Sign was located to be restored to the condition existing immediately prior to the placement of sucll sign (suhject to ordinary weer silt tear),
Tonnnt shalt reimburse Landlord fir till of its costs incurred in connection therewith in accordance With �vr L(-0,-3 of this Exhibit "K" above, The
terms of th is Section 4.2 orthis ExIlibit "K" shall survive the explrutice or earlier lemninnlion of this Lease.
801 it'Chrie Center• Dr —CIA• afSnnfre a rw Leard , t. Exlllbil K
i
E7:IIIR4T"L" .
STATE RCQUIRENIENTS
I, II' atin lion ble, Landlord will provida a Seismic Certificate of Applicable Code in the tbrm described in Schedule "L.I" with respect to
seismic adequacy.
2. Landlord has provided the Accessibility Survey with respect to die premises and the path of hvval IPmrVto public transportatton and public
rlgbts-of-way, parking slid resa'com albas clinched hereto as Schadtde "L-2't Landlord will perfann all work required to correct the
conditions identified in; (a) Fenn I (restripiag ADA stulls); (b) Form 3A (Itetn 2) (install as Intercom syli ern that will alert dedicated
personnel to assist those In need Rom the public sidewalk); (c) Form 13 (modlN elevator panels to provide minimum toe kick clearance);
and (d) Ponn 16 (update Iho 2111" Moor restivoms). The condition identified in Form g (Stairs) will not be corrected, and is accepted by
Tonanl as an aacepCabla hardship.
3. Landlord will addhioaally provide a Verif ed Report Form G rollowing completion of constmclion,
801 WOVIc Center Or —CID- sfSauh"Asn Lnitra .1• p.xltihit K
Sc6edete"L-1"
Rorm ofSeisnde Certil1ento ol'Appllcnble Code
(atloohod.J
1346805.0234. 1 b 1 -9-
14 November 2016 BJ# 1610377
William tee, Vice president
Court West Capital Partners
315 W. 9P Street, Suite 808
Los Angeles, CA 90013
IMMUnAL Subject: Seismic Cerd0cate for Califomla Department of General Service
4 own, 801 Civic Center Drive
rrralur=nns
Dear Mr. Les:
Attached please find the Seismic Certificate requested by California Department of General Service
(DGS) for the 4 story bullding at 801 Qvic Center Drive, Santa Ana, CA 92701.
The building was constructed In about 1963. The certificate states that this building was designed to
meet the 1976 or subsequent editions of the Uniform Building Code and does not have any one of
the enumerated characteristics or conditions listed In the certificate,
The building has the condition oh
• Welded steel moment frames (WSMF) that constitute the primary seismic force•reslsting
system for the bullding, and
• the structure was designed to code requirements "coding those of the 1997 edition of
the Uniform Building Code.
However, the building has not:
• experienced an earthquake of sufficlert 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
The certificate does not require any analysis of the building or any comparison to the latest Building
Cade. Any soft story, discontinuity or Irregularity that may be present In the building may affect the
performance of the building in the event of a large earthquake.
Our professional services have been performed with the Intent to meet the degree of care and sWll
ordinarily exerdsed by reparable structural engineers practicing In this or similar localities. No other
warranty, expressed or Implied, is made as to the professional advice or opinions Included In this
report,
rr YOU have any questions regarding Information presented In this letter or the attached certificate,
please feel free to contact us.
Sincerely,
BRANDOW & JOHNSTON, INC.
A
Ryan shoff,V5.F., l EED AP
Princlp I
Attachment: Seismic Checklist
Seismic Certiflcate
G:\16\1610377 Ocean West 801 W Civic Cntr Santa Ana Seismic Cert\1610377 801 W Civic Center Seismic
Cer't[Mcate letter.doc
18831 Von Karmen Avenue Suite Z40 Irvine CA 92612 Tel, (919) 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 hulk of work was performed under my direct supervision. I have he ownership Interest
In the subject property,
A Certificate of Applicable Code may be provided If the entire building was constructed under a penult
approved by the local jurisdiction and was designed to meet one of the following requirements:
01998 or subsequent editions of the California Building Code; or,
X 9976 or subsequent editions of the Uniform Building Code an the building does not have any
one of the enumerated characteristics or conditions listed below:
• Unrelnforced masonry elements, whether load -bearing or not; not Including brick veneer;
• Precast, prestressed, or past-tensloned structural or architectural elements, except piles;
• Flexible diaphragm (e.g„ plywood) -shear well (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 partially below grade (taken as
60% 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 oonstltute the primary seismic force -resisting
system for the building, and the structure was designed to code requirements preceding
those of the 1997 edition of the Uniform Building Code, and the building site has experienced
an earthquake of sufficient magnitude and site peak ground motions that inspection is
required when any of the conditions of Section 3.2 of FEMA 352 indicate an Investigation of
beam -column connections Is warranted;
• Visible signs of distress or deterioration of structural or non-structural systems, e.g.,
excessively cracked and/or spoiling concrete walls or foundations, wood dry rat, etc.
Documentation of the selected performance level evaluation will be retained by the proparer and shall be
available to Ole State upon request.
Name:
Firm:
Telephone No
License No:
License Expiration Date:
Ryan Bishoff
Brandow & Johnston, Inc.
949-962.8510
SC 6250
000117
11/14/2016
Signature Date
Comment:
Fur a building not qualifying under the above criteria; an Independent Review must be performed.
RELPa Opllon 2 30 April 09
SEISMIC SCREENING CHECKLIST Reviewer Name
P�sc1 NU! ''; ' ..., Total Bldg, 3 . Ft. '
A. ..:.
L..,. q
;: ,:. ....,...,, ,. ....:.. ;Total Lease Sq:Ft.
.
d
L6Cat�on; Hdurs.af Use
1 Retrofit since 197
No furtherscraening required if do oumeNallon of retrofit Is provided.
2 A¢
Ty
e of Building 4 .
pe o,.f Conatrabtl,on
Tilt -Up
Pro 1933
Besisr
1933 to 1076
Post 1976
110A1
Score
Masonry
10
6
Reinforced Concrete
7
6
1
Wood Frame
3
2
1
Steel
7
$
1
1
3'.
Max. number of slorlas allowable tbr screening is 8, Assign one point
parstory, is., f min., 6max. (1.6) ¢
4 ;3$ismicjtY:' :.'. r �• -';t`
Assign points as indicated foroountlea as grouped In a, b, & c below
(a) 12 points In Los Angeles, West 113 or San Bernardino, 12
Contra Costs, Riverside, Santa Clara, Alameda, Ventura,
San Francisco, Merin
(b) 9 points In Sonoma, Santa Barbara, Son Mateo, 9 9
Orange, San Dlego, Inyo, San Luis Obispo, Napa, Kern,
Monterey, Solana, Humboldt, Mendocino
(a) 3 points to all other counties not listed above, 3
2 POEM
/ r .
6 & 7 10 7 'I 7
All other configurations 1 -
6.Configii
nation, (Plan, View). .
1 3 7 7 7 7
7 Visible Defects
subleetive scoring: f 0 points max. assignable for all defects
observed. The following list Is of typloal 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 oolumns
a Corrosion of steel; look for rust, flaking, etc. Check for we ter stains,
f Cracks greater than 1f8" 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.
Copy of Sola:111C Mockk9l.Wlyod.As
Schedu le°L-2"
A eeexsihili[y Su rvey
(nllached]
oaf ly chic Cone D' '- cl!)' y'som"A"ll Lean, -I- Exhibit
OM Wiftl
tZ'Uu,QA=Rxle
!
auaa
51GUpulh plowm(Ar¢,oy6a�Omit
LoaMyrA,+x.phAsgll
aril KlAMCq•WIVE •AA ONATYq
loan tollRMR14N AVM4p., atAlA ta)
Irvtnn 0An`INf12
ushr2q,snts
March 10, 2017
6T5hllFe(un aryesl, &drb 76Na
son 6wnvdxw, GgsdAea
t115dFla lily
Mrs William Lee
Aa9A Ua nnlllatanaa4tlalhttdl
taxsk,, NawJnr�vtk3a
Vice President
Ocean West
IM Rnat88n SWA NI Flan
NawYaL MY W6
315 W. Sth Street, Suite 808
Los Angeles, CA 90015 wlwv.em,maum
RE! Sol W. Civic Center, Santa Ana —Accessibility Checklist
RESD Project Number; 142056
Pear William,
Upon review of the accessibility checklist and survey of the site conditions, below Is a summary of our
findings a nd recommendations for correcting the noncompliant Items. In particular, remedlatlnn work
for 3 specific sterns on the list would have significant Impacts on other aspects of the buliding. such
Impact is listed for your consideration.
Parking (Form 1) Item 1 thru 4
o Restrlpe parking, relocate or rework parking surface
Exterior Routes of Travel (Form 3A)
a Item 1— Condition does not apply if accessible parking is relocated
❑ Item 2 —Alternate provision to provide an Intercom system that will alert dedicated
personnel to assist those in need
Exterior Routes of Travel 9 (Form 313) Items 1 thru 2
o Condition does not apply if accessible perking is relocated
%i Carib Ramps (Form 4) Items 1 thru 2
o Condition does not apply If accessible parking Is relocated
:i prinking Fountains (Form 51
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 B)
o Stalr risers are W higher than code maximum. Remedlation would require the
reconstruction of the stairwells. The Callfornfe buiidingcode has an explicit exception
that would allow for such condition (118-210.1 EKception:21 provided DGS accepts this
as hardship,
Balding Entrances aad Exits (Form to)
o Provide required signage and adjust door closer
Nlll {VCIIUc Cuerer Or—(T!p nf5nYVn,Imr Lvnre .I- 6vh!6aK
Doors and datos (Form 11)
a Rewark as required
I Elevators (Form 13)
o Panels In the elevator will be reworked to provide the minimum required toe clearance
distance
;;I Toilet Facilities (Form 16)
o Reworkas required
11 5ignage (Form 10)
o Provide signoge as required
0 alarms(Form 20)
o ReworlOre extinguisher cabinet
Sincerely,
Dickson 01, ala
Project Manager
Inge 12
134680,,A/1134. 17S1 ,?-
CX 4t I RIT "M"
ACPROVCD GOVERMUNTAL CNTITICS
StateoNalltbmla L'mploymentDevelopmentDepartment
State of Cali tbrn[a—Department of Rehabilitation
Countyof Orange— Soaial Sely m Ageney
SLR Jobs fqr Progress —Title V Grant; private Non-Prolil
Ranelin Santiago Community College Dish'iat - Santa Ann College
Goodwill Induntrioa
Cornerston0ob Corps
NO -I- SAN( K
TABLE OF C.4LT=
Phut
ARTICLE I - DEFINITIONS ......................... .... ,.•... ,...,...,........ •... k........ I
ARTICLE 2. LCASE OF PREMISES; COMMON AREAS; PARKING; SION$...... ............................................... l.......... 3
ARTICLE 3 - DELIVERY; COMMENCEMENT; TERM; SURRENDER; HOLDING OVER ............................. 4
ARTICLE 4- RENT AND OTHER CHAROES.,•,,,,,,,,,,,,,,,••,,...... ,,.,..,,.,...,.,.,...,......,,......,.,,...,.......,............................. .... ..,..........,,... .A
ARTICLES - TENANT'S TAXES ............................................. 1.,,.,1... ,5
ARTICLE 6- SECURITY ORPOSI1......................... ......................................•..,.,,...,....,..•...... ,..... ,••....... 5
ARTICLE7- USE OF PREMISES............................................................. 5
ARTICLES. UTILITIES AND SERVICES ................................. ................. ,... km ..... ...6
ARTICLE 9- MAINTENANCE AND REPAIRS........................................................ •,....... ..•,..,... ,,„,.................. 6
ARTICLE 10- ALTERATIONS ............................ 1.......... I ........ .,,.,.......................... k.......... ,.......... 6
ARTICLE II• ASSIGNMENT AND S'UBLETTING..................... ............................................... ........................... 7
ARTICLE 12 - SUBORDINATION AND ATTORNMENT; ESTOPPEL CERTIFICATES; FINANCIAL STATEMENTS S
ARTICLE 13. CASUALTY; TAKING k.k............... ........................... ............. k...................... .................................. ..................... S
ARTICLE 14 - INDEMNIFICATION AND INSURANCE- .................. 9
ARTICLE 15 - EVENTS OF DEFAULT AND REMEDIES ..... ........ ................. ......... ...... ..........,............. ................ 9
ARTICLE 16- LANDLORD'S DEFAULT; LANDLORD'S LIABILITY ............. .................... .,...................................... 10
ARTICLE 17- - MISCELLANEOUS .............. ................... ....... ,............. ...,........ 10
EXHIBIT "A" Depiclion orlhe Premfses
RXI-OW"B" Notice of tease Term Dales
EXHIBIT"C" Work Letter Agreement
RXPBBI'r v, Rules and Regulatians
EXIIII317"`E" Additional Rent
EXHIBIT "F" Services and Utilities
EXPIIBIT"G" Insuninae Requirements
E,XHIBIT11" Remedios
EXHIBIT"I" Form ofTeuaat Estoppel Certi:Roate
EXH1BPr"J" Options
EXHIBIT"K" Eyebrow Sign
EXHIBTI,"I1' Snitc Regulrements
EXHIBIT"M" Approved Govemmenlal Entitles
80 II'C/rle Comer Dr-C.'iry•njSnnln.dxn LenvN 4. "I`ahlc ol'Coments