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HomeMy WebLinkAboutWALSH CONSTRUCTION COMPANY II, LLC (6) dr• c Er; O10 d.p E E zU?--+ A-2026-096 J U L 3 0 2026 0 4wft(►) WC41A Grt-it LEASE AGREEMENT BY AND BETWEEN THE CITY OF SANTA ANA AND WALSH CONSTRUCTION COMPANY FOR USE OF THE SANTA ANA REGIONAL TRANSPORTATION CENTER FACILITIES THIS LEASE (the "Lease") is made as of July 7, 2026, by and between the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and Iaws of the State of California ("City" or"Landlord"),and Walsh Construction Company II, LLC ("Tenant"). 1. EXHIBITS: The following exhibits are attached hereto and incorporated herein by reference: Exhibit"A" The Premises Exhibit"B"Additional Lease Conditions 2, PREMISES: Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord, upon the terms, covenants and subject to the conditions set forth herein,a portion of the property located at 1000 East Santa Ana Boulevard in the City of Santa Ana, commonly known as the Santa Ana Regional Transportation Center (SARTC). Specifically, Tenant will be leasing the portion identified and described in Exhibit A, consisting of approximately 4,429 square feet of interior office space (hereinafter referred to as the "PREMISES"). Tenant shall be solely responsible at its own expense for all improvements made to the Premises and obtain all necessary permits. The Landlord reserves the right to reconfigure the lease space or relocate the Tenant within SARTC by providing Tenant with a 30-day notice of such reconfiguration or relocation. 3. COMMENCEMENT OF TERM: The term of this Lease (the "Term") shall commence on July 16, 2026 (the "Commencement Date"), and expire on July 15, 2027, unless sooner terminated, as provided herein. 4. ADDITIONAL LEASE CONDITIONS: Tenant acknowledges that this lease is subject to compliance with the additional lease conditions attached hereto as Exhibit B. These additional lease conditions are a material part of this lease agreement and any default of these conditions will be deemed a major breach and will subject this lease to termination per the terms identified herein. 5. EXTENSION PERIODS: Landlord shall have the right, but not the obligation, to provide Tenant the option to extend the Term for up to one (1) year, or any part thereof, on the same terms and conditions as set forth in this Lease. Such extension shall be agreed to in writing by the Landlord and Tenant prior to the expiration of the Term or any extension period then in effect. If Tenant does not exercise its option to extend as provided herein, Tenant will be deemed a holdover Tenant and subject to paragraph 7 of this Lease. The Lease is subject to a Consumer Price Index (CPI) increase for any extension period. 6. RENT: Upon the Commencement Date, Tenant shall pay to Landlord, as rent ("Rent") the monthly sum of Twelve Thousand, Ninety-One Dollars and 00/100 (S12,091.00) in Page 1 of 11 advance, on the 1 st day of each calendar month and continuing through the life of the Term. Any partial month shall be prorated at $403 per day. All payments of Rent and other sums due to Landlord hereunder shall be made payable to "The City of Santa Ana" and remitted to: City of Santa Ana M-13, 20 Civic Center Plaza,PO Box 1988, Santa Ana, CA 92702.A LATE CHARGE OF TEN PERCENT (10%) SHALL BE APPLIED TO ANY PAYMENT HEREUNDER DUE BUT UNPAID AFTER THE 10TH of the month. 7. HOLDOVER: Tenant has no right to retain possession of the Premises or any part thereof beyond the expiration or termination of this Lease. In the event that Tenant holds over, then the Rent shall be increased to 150% of the Rent applicable immediately preceding the expiration or termination. Nothing contained herein shall be construed as consent by Landlord to any holding over by Tenant. Any holding over by Tenant of the Premises after the expiration or termination of this Lease shall operate and be construed as a tenancy from month to month subject to the terms of this Lease, terminable by either party upon thirty (30) days prior written notice to the other. 8. LANDLORD'S TITLE: (a) Landlord hereby covenants, represents and warrants to Tenant that Landlord has fee simple title to the Premises and has the full right and lawful authority to make this Lease. Notwithstanding anything contained herein to the contrary, if there are any liens, security interests, restrictions, leases, encumbrances, encroachments, laws, ordinances, governmental rules or regulations, title restrictions, zoning, endangered species or any other matters which in fact interfere with Tenant's use of the Premises, then Tenant may terminate this Lease without owing any liability to Landlord. Landlord covenants that so long as Tenant is not in monetary default as defined hereunder, Tenant shall have quiet and peaceful possession and enjoyment of the Premises, all improvements located thereon and of all easements, rights and appurtenances thereunto belonging. 9. DELIVERY OF POSSESSION UPON TERMINATION OR EXPIRATION OF TERM: Tenant agrees to deliver to Landlord physical possession of the Premises upon the termination or expiration of this Lease in good condition except,however,ordinary wear and tear, damage by fire or any other casualty, or damage from any other cause unless such other cause is solely attributable to the negligence of Tenant. 10. ASSIGNMENT AND SUBLETTING: Tenant may not assign this Lease or sublet the Premises or any part thereof without the prior written consent of Landlord. 11. TENANT'S REPAIRS,ALTERATIONS AND FIXTURES: Except for reasonable wear and tear,Landlord agrees at Landlord's expense to(1)provide general building maintenance, and (2) maintain in good repair the foundation, retaining walls and structural soundness of the Premises. Landlord agrees to keep the Premises in good repair, including the phunbing, electrical wiring, air-conditioning and heating equipment. Subject to Landlord approval, Tenant may make and pay for any renovations, alterations and improvements to the Premises as Tenant deems desirable and Tenant agrees that all such alterations and improvements shall be made in a good Page 2 of 11 and workmanlike manner and in such fashion as not to diminish the value of the building,and that no such alterations shall compromise the structural integrity of the Premises. All improvements, additions, alterations,and repairs shall be in accordance with applicable laws and at Tenant's own expense. Tenant shall indemnify and defend Landlord for all liens, claims, or damages caused by remodeling, improvements, additions, alterations, and major repairs made by Tenant. It shall be Tenant's duty to keep the Premises free and clear of all liens, claims, and demands for work performed, materials furnished, or operations conducted on the Premises at the request of Tenant. On surrendering possession of the Premises to Landlord at the expiration or sooner termination of this Lease, Tenant shall be required to return the premises in the same condition upon commencement of lease except for normal wean and tear. Tenant may paint the interior of the Premises and may also paint,erect, or authorize the installation of"temporary signs"in accordance with a signage plan that is pre-approved by the Landlord. Landlord shall not install or maintain, or permit anyone other than Tenant to install or maintain, any signs on any part of the Premises or within the air space above the Premises during the Term of this Lease. 12. MAINTENANCE: Landlord shall provide at its own cost and expense janitorial services for the Premises.Janitorial supplies and services shall be provided on a five-day-per-week basis. 13. COMPLIANCE WITH LAWS: Tenant shall make and pay for nonstructural improvements and alterations to comply with all applicable laws,rules,regulations,and ordinances of any and all applicable governmental entities (the "Governmental Laws') applying to the physical condition of the Premises and the building located thereon and arising solely from Tenant's conduct of business, TENANT ACKNOWLEDGES THAT THE PREMISES HAS NOT UNDERGONE AN INSPECTION BY A CERTIFIED ACCESS SPECIALIST(CASP). 14. UTILITIES: Landlord agrees to pay for all utilities furnished to the Premises and which are consumed by Tenant, during the Term, including charges or assessments for water, sewer, gas, heat, electricity, garbage disposal and trash disposal. 15. ESTOPPEL CERTIFICATES: Landlord and Tenant shall, from time to time upon thirty (30) days' request by the other (but not to exceed more than three (3) times in any given calendar year), execute, acknowledge and deliver a statement, dated currently, certifying that this Lease is unmodified and in full, force and effect (or, if there have been modifications, that this Lease is in full effect as modified, and identifying such modifications) and the dates to which the Rent have been paid, and that no default exists in the observance of this Lease and no event of default has occurred and is continuing,or specifying each such default or event of default of which Landlord or Tenant may have knowledge, it being intended that any such statement may be relied upon by Landlord's or Tenant's Mortgagees, any prospective purchaser of the interest of Landlord or Tenant in their respective premises described herein. Page 3 of 11 16. INDEMNITY: Tenant shall indemnify, defend, and hold harmless City, and its respective agents,representatives, employees, subsidiaries and affiliates ("Covered Parties")from and against any and all actions, suits, claims, demands,judgments, losses, expenses, or liabilities, injuries and damages to persons and property, including death, but only to the extent it arises out of or related to Tenant's use of the Premises, the entry by Tenant or entity invited by Tenant on the Premises or surrounding property, or Tenant's breach or default in the performance of any of tis obligations under this Agreement; provided, however, that Tenant will not be obligated to indemnify the Covered Parties from any claims arising solely from the negligence or willful misconduct of a Covered Party. If any action or proceeding is brought against any Covered Party by reason of any such claim, Tenant, upon receipt of written notice from Covered Party, shall defend the same at Tenant's expense with legal counsel reasonably acceptable to Covered Party. Payment shall not be a condition precedent to recovery under any indemnification in this Agreement, and a finding of liability or an obligation to indemnify shall not be a condition precedent to the duty to defend. The provisions of this Section 16 shall survive the termination or expiration of this Agreement. 17. INSURANCE: Tenant shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damage to property which may arise from or in connection with the Tenant's operation and use of the leased premises. The cost of such insurance shall be borne by Tenant. MINIMUM SCOPE AND LIMIT OF INSURANCE Coverage shall be at least as broad as: • Commercial General Liability(CGL): Insurance Services Office Form CG 00 01 coverage CGL on an "occurrence" basis, including products and completed operations, property damage,bodily injury and personal&advertising injury with limits no less than$2,000,000 per occurrence, and $4,000,000 in the aggregate. • Worker's Compensation (WC): Insurance as required by the State of California, with statutory limits and Employer's Liability insurance with limits of no less than$1,000,000 per accident for bodily injury or disease. (This applies to Tenants with one or more employees.) • Property Insurance coverage shall be on a broad form basis against all perils for damage to and loss of property,and tenant improvements or betterments,at fill replacement cost with no coinsurance penalty provision. These insurance requirements shall not in any way act to reduce coverage that is broader or includes higher limits than the minimums shown above. If the Tenant maintains broader coverage and/or higher limits than the minimums shown above,the City requires and shall be entitled to the broader coverage and/or the higher limits maintained by the Tenant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. The insurance provided under this contract shall not contain any restrictions or limitations which are inconsistent with City's rights under this contract. Other Insurance Provisions: Page 4 of 11 The above required insurance policies are to contain or be endorsed to contain the following provisions: 1. City of Santa Ana,its City Council,its officers,officials,employees,agents,and volunteers are to be covered as additional insureds, under Tenant's CGL policy, with respect to liability arising out of work or operations performed by or on behalf of the Tenant including materials, parts, equipment, and personnel furnished in connection with such work or operations. 2. Tenant's Insurance companies agrees to waive all rights of subrogation against City of Santa Ana, its City Council, its officers, officials, employees, agents, and volunteers for losses paid under the terms of the Tenant's CGL and WC policies which arise from work performed by Tenant under this Agreement. 3. For any claims related to this contract, Tenant's insurance coverage shall be primary and any insurance maintained by City of Santa Ana, its City Council, its officers, officials, employees, agents, or volunteers shall not contribute with it. 4. A severability of interest provision must apply for all the additional insureds,ensuring that Tenant's insurance shall apply separately to each insured against whom a claim is made or suit is brought, except with respect to the insurer's limits of liability. 5. Insurance policies required herein shall provide that coverage shall not be canceled, suspended, voided, reduced in coverage or in limits, non-renewed by the carrier, or materially changed except after thirty(30)days prior written notice has been given to City. Ten(10) days prior written notice shall be provided to City for policy cancellation or non- renewal due to non-payment. 6. Certificate Holder on each Evidence of Insurance certificate shall be: City of Santa Ana, Attention: Public Works Agency, 20 Civic Center Plaza, M-21, Santa Ana, CA 92701. The name and location of proj ect must be included in the Description of Operations section of each certificate. Acceptability of Insurers Insurance is to be placed with insurers authorized to conduct business in the state of California with a current A.M. Best rating of no less than A: VII. The current A.M. Best rating for each insurer shall be noted on the Certificate(s)of Insurance. Self-Insured Retentions Self-insured retentions must be declared to and approved by City. The City may require Tenant to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations,claim administration,and defense expenses within the retention. Verification of Coverage Tenant shall furnish City with original Certificates) of Insurance and all required amendatory endorsements or copies of the applicable policy language effecting coverage requiredby this clause and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements before occupying the premises. A statement on a Certificate(s)of Insurance will not be accepted in lieu of the actual endorsements required herein. All Certificates of Insurance and endorsements are to be received and approved by City before Tenant is to occupy the premises. Failure to obtain the required documents prior to the work beginning shall not waive Tenant's obligation to provide them. City reserves the right to require complete, certified copies of all required insurancepolicies, including endorsements, required by these specifications, at any time. Page 5 of 11 Failure to Maintain Insurance Coverage If Tenant, for any reason, fails to maintain insurance coverage which is required pursuant to this contract, the same shall be deemed a material breach of contract. City, at its sole option, may terminate this contract at any time and obtain damages from Tenant resulting from said breach. Alternatively, City may purchase such coverage, but has no obligation to do so, and seek reimbursement for such cost of insurance premiums from Tenant. Special Risks or Circumstances City reserves the right to modify these requirements at any time, including limits, based on the nature of the risk,prior experience, insurer, coverage, or other special circumstances. 18. DAMAGE BY CASUALTY a. In the event of a fire or other casualty in the Premises, Tenant shall immediately give notice thereof to Landlord. b. If the Premises, through no fault of Tenant, its agents, employees, invitees, or visitors, shall be partially destroyed by fire or other casualty so as to render the Premises untenantable as reasonably determined by Landlord, Rent shall abate in proportion to the percentage of square footage of the Premises rendered unusable until such time as the Premises are made tenantable as reasonably determined by Landlord. The entire Premises shall be made tenantable by Landlord's diligent repair within sixty (60) days following the fire or casualty incident. C. Except where Landlord is not obligated to repair or rebuild the Building or the Premises, Landlord will use due diligence to repair or rebuild the same(except that Landlord will have no obligation to repair or replace any alteration, addition, or improvements to the Premises other than the Tenant Improvements installed at Landlord's expense which will be repaired only to the level of Building Standard Improvements), d. In the event of(i)the total destruction of the Premises, (ii)the partial destruction of the Premises or the Building where the same is so damaged that it cannot,in Landlord's reasonable opinion, be repaired within sixty(60) days of the occurrence of such damage, or (iii) damage or destruction as a result of any casualty for which insurance proceeds are not available to pay 100% of the cost of repair or rebuilding,Landlord will have no obligation to repair or rebuild the Premises or the Building. Landlord will make its determination whether to repair or rebuild within sixty (60) days of the occurrence of such damage or destruction. Upon notification to Tenant of Landlord's decision not to repair or rebuild, this Lease shall terminate. In such an event, Tenant shall be reimbursed by Landlord any rent monies transferred from Tenant to Landlord during this sixty(60)day period within fourteen(14)days after the termination of the lease. 19. EMINENT DOMAIN: (a) If(i) all or part of the Premises, the building located thereon,or(ii) so much of any rights in the Premises or the building located thereon shall be taken or appropriated under any right of eminent domain or under any other legal right whereby the Page 6 of 11 taking authority is obligated to compensate Landlord therefor so that there does not remain premises suitable in the sole opinion of Tenant for the operation of its business, then Tenant may terminate and cancel this Lease without owing any liability to Landlord as of the date on which the condemning authority takes physical possession upon giving to Landlord written notice of such election. Landlord agrees immediately within ten (10) days after any notice of intended or actual taking or appropriation to give Tenant written notice thereof, providing to Tenant full details of such taking or appropriation, including, without limitation copies of all condemnation plans or surveys submitted by the condemning authority, a statement of the nature of the project to be conducted by the condemning authority, and such other information as might be necessary to enable Tenant to determine its future course of conduct. TENANT ACKNOWLEDGES THAT LANDLORD'S EXERCISE OF ITS RIGHT TO TERMINATE THIS LEASE UNDER ANY THIS PARAGRAPH SHALL NOT ENTITLE TENANT TO ANY RIGHTS OR CLAIMS FOR RELOCATION BENEFITS OR ANY OTHER CLAIMS RELATED TO CONDEMNATION OR INVERSE CONDEMNATION. (b) If this Lease shall be terminated and canceled as a result of any taking or appropriation, Tenant shall be released from any further liability and Rent and other sums for the last month of Tenant's occupancy shall be prorated and Landlord shall immediately refund to Tenant any sums paid in advance. (c) Tenant reserves unto itself the right to prosecute Tenant's claim for an award for damages for the termination of this Lease caused by such appropriation or taking, together with damages based on the value of Tenant's improvements and Tenant's fixtures and other personal property erected or installed on the Premises and damages Tenant may sustain to the interest in the business operated by Tenant on the Premises, including, but not limited to, goodwill, patronage, and the removal,relocation, and replacement costs and expenses caused by such appropriation or taking,and Tenant may file such claims as are permitted by law for the loss of its leasehold interest, business dislocation damages, moving expense, or other damages caused by such taking or appropriation. Tenant's right to receive compensation or damages for its fixtures or its personal property shall not be affected in any manner by this Lease. 20, LIENS: Tenant shall promptly remove and discharge, at its cost and expense, all mechanic's liens, or other liens, for labor performed or materials furnished with respect to the Premises by or for Tenant. 21. PARKING AREA: Tenant acknowledges that Landlord has entered into an. agreement with the Orange County Transportation Authority for the construction of the OC Streetcar at SARTC, which is under construction. Such construction may affect the number of parking spaces available at any one time, though it is not possible to determine the precise effect at the time of this Lease. Surface Parking Lots 1 and 2 allow up to 72-hour parking. Landlord will provide parking passes to identify all Tenant vehicles parked at SARTC at no cost to Tenant. If the parking structure at SARTC is full,Tenant and Tenant's agents,employees, customers and invitees must use the surface Iots at SARTC. 22. TENANT'S DEFAULT: (a) If Tenant shall default in payment of Rent, when due, Page 7 of It Landlord shall forward written notice, pursuant to Section 23, of such default to Tenant, and the failure of Tenant to cure such default within three (3) days after the date of receipt of such notice shall, at the sole option of Landlord, cause the termination of this Lease. (b) If Tenant shall default in the performance of any other terms or provisions of this Lease, and if Landlord shall give to Tenant written notice,pursuant to Section 23, of such default, and if Tenant shall fail to cure such default within thirty (30) days after receipt of such notice, Landlord at its sole option, shall cause the termination of this Lease immediately. 23. HAZARDOUS SUBSTANCES: (a) As used herein, the term "Hazardous Substances"shall mean,without limitation, any substance that is biologically or chemically active or any hazardous, toxic, or dangerous waste, substance (including, but not limited to, lead-based paint, asbestos or petroleum derivative substances), or material defined as such in(or for purposes of) (i) any state, federal or local environmental laws, interpretive letters, regulations, decrees or ordinances, (ii)the Comprehensive Environmental Response, Compensation and Liability Act, as amended, (iii) the Resource Conservation and Recovery Act, (iv) any of the state or local "Super Fund", "Super Lien" or "Cleanup Lien" laws or (v) any other federal, state or local statute, law, ordinance, code, rule, interpretive letter, regulation, order or decree regulating, relating to or imposing liability or standards of conduct concerning any such substances or materials or any amendments or successor statutes with respect to any of the foregoing. (b) During the Term of this Lease, Tenant represents and warrants that no Hazardous Substances will be stored on the Premises and no Hazardous Substances will be discharged on the Premises by Tenant. Tenant agrees that such representations and warranties shall survive any termination of this Lease, and Tenant agrees to indemnify and hold harmless Landlord from any and all costs,expenses,claims and damages,including,but not limited to, attorneys'fees and costs of remediation,arising from Tenant's breach of any of the representations and warranties contained in this Section. 24. NOTICE: Any notice,tender,demand, delivery, or other communication pursuant to this Lease shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, to the following persons, TO TENANT: TO CITY: Walsh Construction Company Executive Director, public Works Agency Attn: Jay Titus,Program Manager City of Santa Ana 1000 E. Santa Ana Blvd., Suite 200 20 Civic Center Plaza(M-21) Santa Ana,CA 92701 Santa Ana,CA 92701 AND City Clerk City of Santa Ana 20 Civic Center Plaza(M-29) Santa Ana,CA 92701 A party may change its address by giving notice in writing to the other party at least t 5 days prior Page 8 of 11 to the effective change. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail,communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 25. USE: For the purposes of this Lease, Tenant's intended use of the Premises is strictly for office space. No other use of the Premises shall be permitted without written consent of Landlord. 26. GENERAL PROVISIONS: a. This Lease (and the documents referred to herein) constitutes the entire agreement between the parties pertaining to the lease of the Premises contained herein and supersedes any and all prior and contemporaneous agreements, representations and understandings, oral or otherwise,between or among the parties with respect to the matters contained herein. b. This Lease shall be binding upon,and inure to the benefit of,the parties hereto and their respective heirs, legatees,distributes, legal representatives, successors and assigns. C. This Lease shall not be modified, amended or supplemented, in whole or part, without the prior written consent of all parties hereto. Each and every waiver of any covenant, representation,warranty or any other provision hereof must be in writing and signed by each party whose interests are adversely affected by such waiver. No waiver granted in any one instance shall be construed as a continuing waiver applicable in any other instance. d. If any legal action or other proceeding is brought for the enforcement hereof, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions hereof,the successful or prevailing party or parties shall be entitled to recover attorneys' fees, court costs and all expenses even if not taxable as court costs (including, without limitation, all such fees, costs and expenses incident to appeals), incurred in that action or proceeding, in addition to any other relief to which such party or parties may be entitled. C. The parties hereby agree that each party and its attorneys have reviewed and revised this Lease and that the normal rule of construction, to the effect that any ambiguities are resolved against the drafting party, shall not be employed in the interpretation of this Lease and no other rule of strict construction shall be used against any party. All exhibits and schedules attached or to be attached hereto, and all other agreements and instruments referred to herein, are hereby incorporated herein by reference, as frilly as if copied herein verbatim. f. This Lease shall be governed by the internal laws of the State of California without regard to and excluding its principles of conflicts of laws. g. The parties further agree that upon request, they shall do such further acts and deeds, and shall execute, acknowledge, deliver and record such other documents and instruments, as may be reasonably necessary from time to time to evidence, confirm or carry out the intent and purposes of this Lease, Page 9 of 11 h. Unless the context in which used clearly requires another construction, throughout this Lease, the masculine gender shall be deemed to include the neuter of feminine or both, the neuter gender shall include the masculine or both, and the singular of terms shall include the plural and vice versa. The section headings are for convenience only and shall not affect the construction hereof. i. If any one or more of the provisions hereof shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect the validity or enforceability of any other provision hereof, which shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. The parties intend that if any provision hereof is capable of two constructions, one of which would render the provision void and the other of which would render the provision valid, then the provision shall have the meaning which renders it valid. j. Time is of the essence in the performance of each party's respective obligations. k. This Lease may be executed simultaneously in one or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one in the sane instrument, and it shall not be necessary that any single counterpart bear the signatures of all parties. 1. Unless expressly stated to be exclusive, no remedy conferred herein shall be deemed to be exclusive of any other remedy conferred herein or any other remedy now or hereafter available at law or equity. All remedies conferred herein, and all remedies now or hereafter available at law or equity, shall be deemed to be cumulative and not alternative, and may be enforced concurrently or successively. in. All provisions of this Lease shall be construed as covenants and agreements where used in each separate provision hereof and shall bind and inure to the benefit of the parties hereto, their respective heirs, legal representatives, successors and assigns. n. All periods-of time shall include Saturdays, Sundays and legal holidays; provided that, if the last day to perform any act or give notice falls on a Saturday, Sunday or legal holiday, then such act or notice shall be timely performed if given on the next succeeding business day. o. Nothing contained in this Lease shall be deemed or construed by the parties hereto or by any third party to create the relationship of principal and agent or of partnership or of joint venture or of any association between Landlord and Tenant, and no provision contained in this Lease nor any acts of the parties hereto shall be deemed to create any relationship between Landlord and Tenant other than the relationship of landlord and tenant. [signature page to follow] Page 10 of 11 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their authorized officers the day, month and year first written above. ATTEST: CITY F TA ANA Jennif Hall Alvaro Nunez City City Manager APPROVED AS TO FORM WALSH CONSTRUCTION COMPANY Sonia R.Carvalho City Attorney ❑ocu5ignad by: J.i INS Kyle gellesen By: 9'y°iE4�I`4449F Assistant City Attorney Title: Walsh Construction-Program Manager RECOMMENDED FOR APPROVAL �ddl�a�arcu a m"'.Rows� .ae,asps ie.aa:a�""r Rodolfo Rosas, P.E. Acting Executive Director Public'Works Agency Page 11 of 11 EXHIBIT A SANTA ANA REGIONAL TRANSPORTATION CENTER WALKWAY/RALC9 YYALSA CC1trI5�IJCvdN ii3AnPAfdi — CM) ML ARFA rAicDNr WALKWAY/OALCCW STAIRS CUD G� RECER. 214 215 r ROB LOB& CONFEZE E ROOK SEARS . V BRE4(RM. ST QBBY IL ® 205 T T —T MWL 1 � eo° � E°° tn° Eo° mod OPEN � — —1 I D I �EG° WALKWAY NOPJRGA ® 2fl8 L J r OPL21 ATRIK RFA 202 I I 2OB CM) RESO°RGE M& EGO r 212 —--AEA r°6 G WONE!(5 RESTRM DO OFFlCE v eoG F 7 G oFn I ® L 2,4 CORRIDOR TMNING IM. CUE) SCALE:1/8"=1'-{�" STAJRS S E C 0 fW,F LCU'Re PtA N =,a 2„ BALCONY JAN BENS REgM 12,563 Sq.Ft.Leasable Space(Approx.) EXMBIT B ADDITIONAL LEASE CONDITIONS • SARTC business hours are seven days a week from SAM to midnight and there is on-site security 24/7,If tenant needs to access tenant space during non-business hours,they will need to contact the security guard on duty at(71.4)912-3494. • Tenant must provide SARTC Property Management Office with a point of contact for regular business house and after hours. • Tenant has the ability to terminate with 30-day notice. ACORD CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDDIYYYY) 7/812026 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsemenli PRODUCER CONTACT Alliant Insurance Services, Inc. NAME: CSCiChICa oCOI PHONE FAX 353 N Clark St 11 th FI Arc No Chicago IL 6065�4 ADDRESS: CSGChiragoCOI@alliant.com INSURERS AFFORDING COVERAGE NAIL# Lloense#1 OC36861 INSURER A:Arch Insurance Company 11150 INSURED WALSCON-04 INSURERB:Arch Indemnity Insurance Coma 30830 Walsh Construction Company 11, LLC 1260 Corona Pointe Court Ste 201 INSURERC: Carona, CA 92879 INSURER D INSURER E INSURER F: COVERAGES CERTIFICATE NUMBER:1883516286 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. *LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS, LIMITS SHOWN ARE INCLUSIVE OF AMOUNTS REQUESTED BY THE CERTIFICATE HOLDER AND MAY NOT REFLECT POLICY LIMIT AMOUNTS IN EXCESS OF THOSE REQUESTED. *Not Applicable in WY INSR TYPE OF INSURANCE ADDL SUER POLICY EFF POLICY EXP LTR POLICY NUMBER MM1DDNYYY MMIDDIYYYY LIMITS A X COMMERCIAL GENERAL LIABILITY Y Y 41 PKG8901920 6/1/2026 61112027 EACH OCCURRENCE S 2,000,060 CLAIMS-MADE O OCCUR DAMAGE TO RENTED PREMISES Eaoccvrrence $1,000,000 MED EXP(Any one person) S 25,000 PERSONAL&ADV INJURY S 2,001 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE S4,000,000 POLICY JECT � LOC PRODUCTS-COMPIOPAGG $4,000,000 OTHER: $ A AUTOMOBILE LIABILITY 41PKG8901920 6/1/2026 6/1/2027 COMBINED SINGLE LIMIT $5,000,000 A 41 CAB8902020 611/2026 6J1/2027 (Ea accident ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY(Per accident) $ HIRED NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY Per accdent $ 5 A UMBRELLALIAB X OCCUR 41UFP1992103 6/1/2026 611/2027 EACH OCCURRENCE s5,DOQ000 X EXCESS LIAR CLAIMS-MADE AGGREGATE S 5,000,000 DIED I I RETENTIONS s B WORKERS COMPENSATION 44WC18937513 611/2026 611l2027 X PER OTH- AND EMPLOYERS'LIABILITY YIN STATUTE ER ANYPROPRIETORIPARTNEPJEXECUTIVE E.L.EACH ACCIDENT S 1,000,000 OFFICERIMEMBEREXCLUDEO? N NIA (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 II yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT S 1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS 1 VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) RE:Lease Agreement between The City of Santa Ana and Walsh Construction Company II, LLC for use of property located at 1000 East Santa Ana Boulevard in the City of Santa Ana-Santa Ana Regional Transportation Center(SARTC),suite 200 and portions of the parking area not presently occupied.Walsh Project:OC Streetcar Construction-Project IFB 7-1904,Job NO.:218132. See Attached... �APP�RiTTg e y at 8:27 am,Jul 2f,2026 CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Santa Ana THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Public Works Agency ACCORDANCE WITH THE POLICY PROVISIONS. Attn: Executive Director of Public Works Agency AUTHORIZED REPRESENTATIVE 20 Civic Center Plaza Santa Ana CA 92701 �' ACORD 25(2025112) ©1968-2025 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Ac Ro " EVIDENCE OF PROPERTY INSURANCE DATE(MMIDD1YYYY) 5/2912026 THIS EVIDENCE OF PROPERTY INSURANCE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE ADDITIONAL INTEREST NAMED BELOW.THIS EVIDENCE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS EVIDENCE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE ADDITIONAL INTEREST. AGENCY PHONE COMPANY C No Ext:908-566-1010 The Baldwin Group Specialty Industry,LLC Federal Insurance Company 2026 Hall's Mill Road 1250 New Jersey 28,Ste 201 Whitehouse Station, NJ 08889 Branchburg, NJ 08876 License#:81-5312874 FAX Atc No:908-566-1020 A oRIESS: CODE: SUB CODE: AGENCY ,THEWALS-Cl CUSTOM T MER a INSURED LOAN NUMBER POLICY NUMBER Walsh Construction Company II, LLC 36041815 1260 Corona Pointe Court,Suite 201 Corona CA 92879 EFFECTIVE DATE EXPIRATION DATE CONTINUED UNTIL 06/01/2026 1 06/01/2027 TERMINATED IF CHECKED THIS REPLACES PRIOR EVIDENCE DATED: APPROVED PROPERTY INFORMATION By Tu Tran Nguyen at 8:21am,Jul 21,2026 LOCATIONIDESCRIPTION Re: Location: 1000 East Santa Ana Boulevard, Suite 200,Santa Ana, CA 92701 THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS EVIDENCE OF PROPERTY INSURANCE MAY BE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. COVERAGE INFORMATION PERILS INSURED BASIC BROAD SPECIAL COVERAGE I PERILS IFORMS AMOUNTOFINSURANCE DEDUCTIBLE Business Personal Property $500,000 $25,000 Business Income $250,000 REMARKS(Including Special Conditions Evidence of Insurance. CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. ADDITIONAL INTEREST NAME AND ADDRESS ADD7 ONAL INSURED H LENDER'S LOSS PAYABLE LOSS PAYEE MORTGAGEE LOAN# City of Santa Ana Attn:Exective Director of Public Works Agency 20 CIVIC Center Plaza(M-21) AUTHORIZED REPRESENTATIVE Santa Ana,CA 92701 ACORD 27(2016/03) ©1993-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER iD;VVALSCON-04 _ LOG M ACC ADDITIONAL REMARKS SCHEDULE Page 1 of 1 AGENCY NAMED INSURED Alliant Insurance Services,Inc. Walsh Construction Company II,LLC 1260 Corona Pointe Court Ste 201 POLICY NUMBER Corona,CA 92879 CARRIER NA[C CODE EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER. 26 FORM TITLE: CERTIFICATE OF LIABILITY INSURANCE City of Santa Ana,its officers,employees,agents,volunteers and representatives are an Additional Insureds pertaining to the General Liability with respects to liability arising out of the Named Insured's operations on the referenced project.Professional services for Architects,Engineers,Consultants,etc.are excluded, A Waiver of Subrogation in favor of the City of Santa Ana,its officers,employees,agents,volunteers and representatives is included on the General Liability policy. This insurance will be Primary and Non-Contributory to the General Liability policy with respect to any other available insurance to the Additional Insureds for the negligence of the insured on the referenced project. Excess Liability follows form to the underlying General Liability,Automobile Liability and Employers Liability policies. General Liability includes Severability of Interests!Cross Liability. Fire Legal Liability is part of the Damage to Rented Premises subltmit under the General Liability policy. ACORD 101 (2008/01) O 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD POLICY NUMBER: 41PKG8901920 COMMERCIAL GENERAL LIABILITY CG 20 10 07 04 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS -- SCHEDULED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Or anization s : Locations Of Covered Operations Any person or organization, you have agreed by means of a written contract or agreement,to add as an additional in- sured; such person or organization is an additional insured on this policy. When required by a written contract or agreement, cover- age afforded to these additional insured parties will be primary to and non-contributory with any other insurance available to that person or organization. Information required to complete this Schedule, if not shown above,will be shown in the Declarations. A. Section II -- Who Is An Insured is amended to B. With respect to the insurance afforded to these include as an additional insured the person(s) or additional insureds, the following additional exclu- organization(s) shown in the Schedule, but only sions apply: with respect to liability for "bodily injury", "property This insurance does not apply to "bodily injury" or damage or personal and advertising injury' "property damage"occurring after: - caused, in whole or in part, by: 1. Your acts or omissions; or 1. All work, including materials, parts or equip- ment furnished in connection with such work, 2. The acts or omissions of those acting on your on the project (other than service, maintenance behalf; or repairs) to be performed by or on behalf of in the performance of your ongoing Operations for the additional insured(s) at the location of the the additional insured(s) at the location(s) desig- covered operations has been completed;or nated above. 2. That portion of "your work" out of which the injury or damage arises has been put to its in- tended use by any person or organization other than another contractor or subcontractor en- gaged in performing operations for a principal as a part of the same project. CG 20 10 07 04 ©ISO Properties, Inc., 2004 Page 1 of 1 POLICY NUMBER: 1711111118901920 COMMERCIAL GENERAL LIABILITY CG 20 37 07 04 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - OWNERS, LESSEES OR CONTRACTORS - COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Or anization s : Location And Description Of Completed Operations Any person or organization, you have agreed by means of a written contract or agreement, to add as an addi- tional insured; such person or organization is an addi- tional insured on this policy. When required by a written contract or agreement, coverage afforded to these additional insured parties will be primary to and non-contributory with any other insurance available to that person or organization. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Section II — Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for"bodily injury" or"property dam- age" caused, in whole or in part, by "your work" at the location designated and described in the sched- ule of this endorsement performed for that additional insured and included in the "products-comploted operations hazard". CG 20 37 07 04 0 ISO Properties, Inc., 2004 Page 1 of 1 ❑ POLICY NUMBER:CLl❑❑❑❑❑❑❑❑❑❑❑ COMMERCIAL GENERAL LIABILITY CG 24 04 05 09 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY ALAI N ST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Person Or Organization: WAIVER OF SUBROGATION APPLIES WHERE REQUIRED BY WRITTEN AGREEMENT WITH OUR NAMED INSURED AS LONG AS THE REQUEST OCCURS PRIOR TO A LOSS . Information required to complete this Schedule if riot shown above will be shown in the Declarations. The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Section IV—Conditions: We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or 'Your work" done under a contract with that person or organization and included in the "products- completed operations hazard". This waiver applies only to the person or organization shown in the Schedule above. CG 24 04 05 09 0 Insurance Services Office, Inc., 2008 Page 1 of 1 ❑ THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATION-CERTIFICATE HOLDERS (SPECIFIED DAYS) The person(s) or organization(s) listed or described in the Schedule below have requested that they receive written notice of cancellation when this policy is cancelled by us. We will mail or deliver to the Person(s) or Organization(s) listed or described in the Schedule a copy of the written notice of cancellation that we sent to you. If possible,such copies of the notice will be mailed at least 60 days, except for cancellation for non-payment of premium which will be mailed 10 days, prior to the effective date of the cancellation, to the address or addresses of certificate holders as provided by your broker or agent. Schedule Person(s)or Organization(s)including mailing address: All certificate holders where written notice of the cancellation of this policy is required by written contract, permit or agreement with the Named Insured and whose names and addresses will be provided by the broker or agent listed in the Declarations Page of this policy for the purposes of complying with such request. This notification of cancellation of the policy is intended as a courtesy only. Our failure to provide such notification to the person(s) or organization(s) shown in the Schedule will not extend any policy cancellation date nor impact or negate any cancellation of the policy. This endorsement does. not entitle the person(s) or organization(s) listed or described in the Schedule above to any benefit, rights or protection under this policy. Any provision of this endorsement that is in conflict with a statute or rule is hereby amended to conform to that statute or rule. All other terms and conditions of this policy remain unchanged. Endorsement Number- Policy Number: ❑❑❑❑1]❑❑❑❑❑❑❑❑ Named Insured:WALSH CONSTRUCTION GROUP, LLC This endorsement is effective on the inception date of this Policy unless otherwise stated herein: Endorsement Effective Date: ❑6❑❑❑❑❑6 00 ML0087 0011 10 Page 1 of 1 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. NOTICE OF CANCELLATION-CERTIFICATE HOLDERS (SPECIFIED DAYS) The person(s) or organization(s) listed or described in the Schedule below have requested that they receive written notice of cancellation when this policy is cancelled by us. We will mail or deliver to the Person(s) or Organization(s) listed or described in the Schedule a copy of the written notice of cancellation that we sent to you. If possible,such copies of the notice will be mailed at least 60 days, except for cancellation for non-payment of premium which will be mailed 10 days, prior to the effective date of the cancellation, to the address or addresses of certificate holders as provided by your broker or agent. Schedule Person(s)or Organization(s) including mailing address: All certificate holders where written notice of the cancellation of this policy is required by written contract, permit or agreement with the Named Insured and whose names and addresses will be provided by the broker or agent listed in the Declarations Page of this policy for the purposes of complying with such request. This notification of cancellation of the policy is intended as a courtesy only. Our failure to provide such notification to the person(s) or organization(s) shown in the Schedule will not extend any policy cancellation date nor impact or negate any cancellation of the policy. This endorsement does not entitle the person(s) or organization(s) listed or described in the Schedule above to any benefit, rights or protection under this policy. Any provision of this endorsement that is in conflict with a statute or rule is hereby amended to conform to that statute or rule. All other terms and conditions of this policy remai n unchanged. Endorsement Number: Policy Number: ❑❑❑❑❑❑❑❑❑❑❑❑ Named Insured: WALSH CONSTRUCTTON GROUP, LLC This endorsement is effective on the inception date of this Policy unless otherwise stated herein: Endorsement Effective Date: ❑6❑❑❑1I❑6 00 ML0087 00 11 10 Page 1 of 1 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 00 03 13 (Ed.4-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule. Schedule ANY PERSON OR ORGANIZATION WHERE WAIVER OF OUR RIGHT TO RECOVER IS REQUIRED BY WRITTEN CONTRACT OR AGREEMENT. This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 06/01/2026 Policy No.44WC18937513 indorsement No. Insured WALSH CONSTRUCTION GROUP, LLC Premium INCL. Insurance Company ARCH INDEMNITY INSURANCE COMPANY Countersigned By ®1983 National Council an Compensation Insurance.