HomeMy WebLinkAbout25B - AGMT - CDA WORK CENTER OFFICE SPACE LEASEREQUEST FOR
COUNCIL ACTION
CITY COUNCIL MEETING DATE:
OCTOBER 3, 2017
TITLE:
AGREEMENT TO LEASE OFFICE SPACE
COMMUNITY DEVELOPMENT AGENCY -
WORK CENTER
(STRATEGIC PLAN NO. 2,4A)
CITY MANAGOIR
RECOMMENDED ACTION
CLERK OF COUNCIL USE ONLY:
APPROVED
❑ As Recommended
❑ As Amended
❑ Ordinance on 1 � Reading
❑ Ordinance on 2nd Reading
❑ Implementing Resolution
❑ Set Public Hearing For
CONTINUED TO
FILE NUMBER
Authorize the City Manager and Clerk of the Council to execute a lease agreement with CF Santa
Ana, LLC for 19,321 square feet of office space located at 801 W. Civic Center Drive, for sixty
(60) months commencing upon completion of tenant improvements on or around April 1, 2018 to
March 31, 2023 for a total amount not to exceed $2,708,054.28, subject to any non -substantive
modifications authorized by the City Manager and City Attorney.
DISCUSSION
The City receives federal Workforce Innovation and Opportunity Act (WIOA) funds to provide
employment and vocational training services to low income or unemployed residents as well as
assist businesses with employment and skills training needs. One of the requirements of WIOA
is for the City to maintain a comprehensive One Stop Center. The Santa Ana WORK Center
(WORK Center) fulfills this requirement for the City.
The WORK Center is a component of the City's economic development efforts and provides
employment and training services and assists Santa Ana based businesses in acquiring skilled
employees. In fiscal year 2015-16, the WORK Center served 26,910 people and invested over
$774,000 in direct vocational skills training. More than 4,000 clients received one-on-one
assistance with their resumes and 68% of the participants were employed within one calendar
quarter after completion of the workforce program. In addition, the WORK Center's business
services team visited 200 Santa Ana businesses to promote customized training, recruitment
services, and rapid response programs. The culmination of the WORK Center staff efforts has
contributed to the decline of Santa Ana's unemployment rate to its lowest levels since the great
recession, which as of July, 2017 is 4.8 percent.
For the past twenty years, the WORK Center has been located at the Santa Ana Regional
Transportation Center (SARTC) on multiple floors of the building. The current configuration is
both inefficient and no longer accommodates the requirements of the City's partner agencies.
2513-1
Agreement to Lease Office Space
Community Development Agency —
WORK Center
October 3, 2017
Page 2
The WIOA requires the WORK Center to undergo a certification review. One of the certification
criteria requires the WORK Center to be fully ADA compliant. SARTC is not ADA compliant, and
the cost to retrofit the building to achieve compliance is estimated at $1.2 million.
There has been internal review of keeping the WORK Center at SARTC, but given the ADA
retrofit cost and with the OC Streetcar light rail line scheduled to break ground next year, there is
an opportunity to re -envision the use of the site and building and enhance overall economic
development opportunities in the neighborhood.
As an alternative, staff worked with a commercial real estate broker and explored alternative
sites tha focused on finding a building that meets ADA and seismic standards, allows for
operations to be located on one floor, and provides adequate parking and access to public
transportation. Staff is recommending the city execute a five year master lease agreement with
CF Santa Ana, LLC, for approximately 19,321 square feet of office space located on the second
floor of 801 W. Civic Center Drive (Exhibit 1). Initial term base rent will be $2.20 per rentable
square feet, per month, on a full service gross basis. The first year's year monthly rent will be
$42,506.20 per month. The base monthly rental rate will increase annually by three percent in
year two to five. The lease provides a tenant improvement allowance of $772,840 with the right
to apply the allowance toward both tenant improvement build out and soft costs such as cabling,
wiring, and procurement and installation of furniture.
The City will be the master lease holder and enter into sub -lease agreements with its co -located
one-stop partners. Each sub tenant partner will reimburse the City for the partner's portion of the
space occupied in the WORK Center and also share proportionally in the cost of the common
space (i.e. training rooms, employment resource area, break room, IT and storage rooms) which
will reduce the net cost of the master lease to the City.
The sequence of the lease agreement execution is to sign the master agreement first. After
execution of master lease agreement, the landlord will finalize an Accessibility Survey and
perform all work required to correct any conditions identified in the survey. Following completion
of this work, the landlord will provide a signed Verified Report Form G. (This form is required by
our primary partner, the Employment Development Department (EDD), prior to executing a sub
lease). Letters of intent to enter into a sub -lease with the city from both EDD and OC Social
Services Agency (SSA) are in hand (Exhibit 2 and 3).
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Agreement to Lease Office Space
Community Development Agency —
WORK Center
October 3, 2017
Page 2
The breakdown of estimated annual expenses associated with the lease for the first year is as
follows:
Partners
Type of Lease
Estimated
Square Feet
Estimate Mo.
Rent
City of Santa Ana
Master Lease Holder
9,491
$20,880.20
Employment Development Department
Sub Lease
6,809
$14,979.80
OC Social Services
Sub Lease
2,417
$ 5,317.40
Dept. of Rehabilitation
Sub Lease
302
$ 664.40
SER Jobs for Progress
Sub Lease
302
$ 664.40
STRATEGIC PLAN ALIGNMENT
The relocation of the WORK Center offices allows the City to meet Goal #2 (Youth, Education,
Recreation), Objective #4 (Partner with groups and organizations to promote education, senior
services, job training and development for all Santa Ana residents), Strategy A (Partner with the
California Endowment, Santa Ana College, Chapman University, UCI, CSUF and other
institutions of higher education to design career pathway programs that support priority
workforce industries (Retail, healthcare, manufacturing, renewable energies) that results in faster
reemployment of Santa Ana's residents).
FISCAL IMPACT
The City's share of the monthly lease payment is currently budgeted and available in various
Work Center grant program account (nos. 12318xxx-62402, 12418737-62402, and 12418750-
62402) for FY 2017-18. Upon completion of sub lease with the City's partners, an appropriation
adjustment will be required to recognize the rental income from the tenants and appropriate
funds for expenditure for the tenant's share of the monthly lease payment in account (no.
02518820-62500). In addition, funds will be transferred from the Work Center grant program
accounts to the appropriate Rent Payments account (nos. 12318xxx-62500, 12418737-62500,
and 12418750-62500) for the estimated $62,640.60 payment for FY 2017-18.
The City's share of the lease payments will be included in future fiscal year budgets from all
eligible grant funds that derive benefit from the lease of the office space, including WIOA and
Vocational Training Activities and Work Experience funds from the County of Orange. The
annual amount of the City's share of the lease payment is estimated to be as follows:
25B-3
Agreement to Lease Office Space
Community Development Agency —
WORK Center
October 3, 2017
Page 2
Fiscal Year
City's Share
Partners' Share
Total Payments
2017-18
$
62,640.60
$
64,878.00
$
127,518.60
2018-19
$
252,441.66
$
261,458.31
$
513,899.97
2019-20
$
260,015.01
$
269,301.99
$
529,317.00
2020-21
$
267,815.37
$
277,381.11
$
545,196.48
2021-22
$
275,849.76
$
285,702.57
$561,552.33
2022-23
$
211,507.56
$
219,062.34
$
430,569.90
Totals
$1,330,269.96
$1,377,784.32
$2,708,054.28
Please note the City's share, as noted above, is dependent solely from the following revenue
sources: Grant funding (WIOA Grant) and Orange County SSA Wex / Slingshot Grant(s).
However, the current grant fundings (noted above) and/ or award allocations has been awarded
through 2019. Any future funding sources of this Grant is dependent on the City being
successfully in receiving a Grant Award allocation through the lease office space period (FY
2022-23). In the event the City is unsuccessful in obtaining a grant award, it will require
alternate funding sources to meet the above -referenced lease obligation.
Robert M. Zur S hm de
Interim Executive ector
Community Development Agency
RZS/DS/gg
APPROVED AS TO FUNDS AND ACCOUNTS:
Francisco Gutierrez
Executive Director
Finance and Management Services Agency
Exhibits: 1. Master Lease
2. Letter of Intent to Sub Lease — Employment Development Department
3. Letter of Intent to Sub Lease — OC Social Services Agency
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OFFICE LEASE
THIS OFFICE LEASE ("Lease") is made and entered into by and between CF SANTANA, LLC, a Delaware limited liability company
("Landlord") and the Tenant described in Item I of the Basic Lease Provisions as of the Effective Date.
BASIC LEASE PROVISIONS
L Tenant: THE CITY OF SANTA ANA, a charter city and municipal corporation.
2. Description of Project;, Building;
Premises:
2.1 Project:
As used herein, the "Project" [Weans that certain commercial office building project, with all common
Months Monthly Base Rental Rate Base Rent
areas and appurtenant parking facilities, located at 801 West Civic Drive, Santa Ana, California, and
containing the Building, and any other building improvements located on the parcel of real property on
which the Building is located.
2.2 Building:
As used herein, the'"Building" means the commercial office building located at and commonly known
as 801 West Civic Drive, Santa Ana, California.
,2.3 Rentable Area of Building:
124,166 rentable square feet ("RSF")
2.4 Premises:
A portion of the second (2"e) floor of the Building known as Suite 200, as depicted on Exhibit "A"
attached hereto.
2.5 Rentable Area of Premises:
19,321 RSF.
3. Term:
3.l Target Delivery Date: April 1, 2018.
3.2 Commencement Date: The Delivery Date.
3.3 Initial Term: Approximately sixty (60) months, commencing on the Commencement Date and ending on the last day
of the calendar month in which the date that is sixty (60) months after the Commencement Date occurs.
3.4 Options to extend the Term: Two (2) options to extend the Term for an Extension Term of sixty (60) months, in accordance with
Section 3.2.2, below and Schedule "J-1" of Exhibit "J" attached hereto.
4. Base Rent: During the Initial Term, Base Rent shall be payable at the following rates:
Months Monthly Base Rental Rate Base Rent
($/RSF/mo) ($/ma)
1-12 $2.2000 $42,506.20
13-24 $2.2660 $43,781.39
25-36 $2.3340 $45,094.83
37-48 $2.4040 $46,447.67
49-60 $2.4761 $47,841.10
5.
Additional Rent:
S.l Tenant's Percentage Share:
15.561%
5.2 Base Year:
2018
6.
Security Deposit:
None
7.
Permitted Use:
General office use and other lawful incidental uses, consistent with a first class, high-rise commercial
office project.
8.
Parking Number:
The whole number closest to the product of (a) the number of RSF contained in the Premises and (b)
0.004 (such that it is agreed that the Parking Number with respect to the Initial Premises is eighty-two
(82))•
9.
Brokers:
Lee & Associates Realty Group Newport Beach, Inc., representing Tenant, and Jones Lang LaSalle
Brokerage, representing Landlord.
10.
Address for Payments:
All payments payable to Landlord under this Lease shall be sent to the following address or to such other
301
WCivic Center Dr—City of Santa Ana Lease -i-
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address as Landlord may designate, or by wire transfer.
If by check: If by wire transfer:
CF Santana LLC
do Ocean West Management Services
33351 Collection Center Drive
Chicago, IL 60693-0333
Reference: City of Santa Ana/Suite 200
11. Address for Notices:
11.1 To Tenant: Prior to the Commencement Date:
City of Santa Ana
Clerk of the Council
20 Civic Center Plaza, M-30
Santa Ana, CA 92702
Attn. [f 1
After the Commencement Date:
At the Premises: '
Attn' Deborah Sanchez
11.2 To Landlord: CF Santana LLC
do OW Management Services, Inc.
315 W? 91h Street, Suite 808
Los Angeles, California 90015
'Attn: Ted Bischak
Bank Name: Bank of America N. A.
Bank Address: 100 W. 33rd Street
New York, NY 100
Account Name: CF Santana LLC
Acct#: 4451112624
ABA#: 1110000 l2
Reference: City of Santa Ana/Suite 200
With a cony to:
City of Santa Ana
Clerk of the Council
20 Civic Center Plaza, M-30
Santa Ana, CA 92702
Attn: ff 11
With a copy to:
City Attorney's Office — City of Santa Ana
20 Civic Center Plaza, M-29
Santa Ana, CA 92702
With a copy to:
Zuber Lawler & Del Duca LLP
777 South Figueroa, 37t1 Floor
Los Angeles, CA 90017
Attn: David B. Lambert, Esq.
This Lease shall consist of the foregoing 'Basic Lease Provisions", consisting of Items I through Ll above, the "Standard Lease
Provisions", consisting of Articles I through 17 which follow, and Exhibits "A" through "M", inclusive, all of which are incorporated herein by this
reference. In the event of any conflict between any of the Basic Lease Provisions and any of the Standard Lease Provisions, the Standard Lease
Provisions shall control. Any initially capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Standard
Lease Provisions.
801 WCfvlc Center Or—CityofSanta Ann Lease -ii-
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801 WCivic Ce r1er Dr—City ofSanra dxa Lease
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Table of Contents
TABLE OF CONTENTS
Pace
ARTICLEl -
DEFINITIONS..................................................................................................................................................................
I
ARTICLE 2 -
LEASE OF PREMISES; COMMON AREAS; PARKING; SIGNS.................................................................................3
ARTICLE 3 -
DELIVERY; COMMENCEMENT; TERM; SURRENDER; HOLDING OVER............................................................4
ARTICLE 4 -
RENT AND OTHER CHARGES.....................................................................................................................................4
ARTICLE 5 -
TENANT'S TAXES..........................................................................................................................................................5
ARTICLE 6 -
SECURITY DEPOSIT......................................................................................................................................................5
ARTICLE7 -
USE OF PREMISES.........................................................................................................................................................
5
ARTICLE8 -
UTILITIES AND SERVICES...........................................................................................................................................6
ARTICLE 9 -
MAINTENANCE AND REPAIRS.......................................................................................................................:...........6
ARTICLE10-
ALTERATIONS...............................................................................................................................................................6
ARTICLE 11 -
ASSIGNMENT AND SUBLETTING..............................................................................................................................7
ARTICLE 12 -
SUBORDINATION AND ATTORNMENT; ESTOPPEL CERTIFICATES; FINANCIAL STATEMENTS
.................8
ARTICLE13 -
CASUALTY; TAKING.........................:.........................................................................................................................8
ARTICLE 14 -
INDEMNIFICATION ANDINSURANCE......................................................................................................................9
ARTICLE t5.-
- EVENTS OF. DEFAULT AND REMEDIES....................................................................................................................9
ARTICLE 16-
LANDLORD'S DEFAULT; LANDLORD'S LIABILITY.............................................................................................10
ARTICLE17-
MISCELLANEOUS........................................................................................................................................................10
EXHIBIT "A"
Depiction of the Premises
EXHIBIT `B"
Notice of Lease Term Dates
EXHIBIT "C"
Work Letter Agreement
EXHIBIT "D"
Rules and Regulations
EXHIBIT "E"
Additional Rent
EXHIBIT "F'
Services and Utilities
EXHIBIT"G"
Insurance Requirements
EXHIBIT "H"
Remedies
EXHIBIT "I"
Form of Tenant Estoppel Certificate
EXHiBIT`J"
Options
EXHIBIT "IC"
Eyebrow Sign
EXHIBIT "L"
State Requirements
EXHIBIT "M"
Approved Governmental Entities
801 WCivic Ce r1er Dr—City ofSanra dxa Lease
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Table of Contents
STANDARD LEASE PROVISIONS
ARTICLE l—DEFINITIONS
LI "Additional Rent" means all amounts other than Base Rent that are payable by Tenant to Landlord pursuant to this Lease,
whether or not denominated as such.
1.2 "Affiliate" means, with respect to any designated Person, any Person that is directly or indirectly Controlled by, under common
Control with or that Controls such designated Person.
1.3 "Alterations" means any alterations, additions, improvements, removals or replacements to the Premises (including, without
limitation, the Tenant Improvements, if any) or any other portion of the Building or Project.
1.4 "Approved Governmental Entities" means all of the State and County agencies listed in Exhibit "M" attached hereto.
1.5 "Base Rent" means rental amounts that are payable by Tenant to Landlord pursuant to Section 4, 1,1 below.
1.6 "Building Systems" means the primary utility and mechanical systems, including, without limitation, the primary life safety,
electrical, heating, ventilation and air conditioning ("HVAC"), plumbing or sprinkler systems for the Building and/or the Project (and for the
avoidance of doubt, it is understood and agreed that the Building Systems do not: (1) include any portions of any such systems and equipment that
are installed within or that exclusively serves any particular rentable space in the Building or Project (such as, without limitation, any extension or
distribution of services or utilities from the Building Systems serving, such space) or (b) any: (i) supplemental or specialty electrical, mechanical,
plumbing, beating, ventilation or air conditioning systems, fixtures or equipment; (it) supplemental or specialty fire, life, safety or security systems,
fixture or equipment; (iii) any video, audio, communications or computer systems, fixtures or equipment (including cabling)).
1.7 "Casualty" is defined in Section 13. 1, I.
1.8 "Casualty Damage" is defined in Section 13.1.1.
1.9 -. _ "Claims,-,- Means, collectively, claims, losses, damages, obligations, liabilities, costs and expenses,. including, but not limited to,
reasonable attorneys' fees and legal costs.
1.10 "Common Areas" means the lobby, plaza and sidewalk areas, accessways, Parking Facilities, and the area on individual floors in
the Building devoted to corridors, fire vestibules, elevators, foyers, lobbies, electric and telephone closets, restrooms, mechanical rooms, janitors
closets, and other similar facilities for the benefit of all tenants and invitees and shall also mean those areas of the Building devoted to mechanical
and service rooms servicing the Building.
1.11 "Comparable Buildings" means comparable Class "A" office buildings in the Market at the time the Extension Tenn
commences.
1.12 "Control" or "Controlling" means possession of the direct or indirect power to direct or cause the direction of the management
and policies of a Person, or ownership of any sort.
1.13 "Damage Notice" is defined in Section 13. L 1.
1.14 "Default Rate" means an annual rate of interest equal to lesser of. (a) eighteen percent (18%) per annum or (b) the maximum
contract amount allowed by Law.
1.15 "Delivery Condition" means (and the Premises shall be in Delivery Condition) upon Substantial Completion of the Premises.
1.16 "Delivery Date" means the date on which Landlord tenders to Tenant delivery of possession of the Premises in the Delivery
Condition; provided that if the date on which the Premises are in Delivery Condition is delayed as result of any Tenant Delays, then for purposes of
determining the Commencement Date, the Delivery Date shall be deemed to occur on the date that the Premises would have been in Delivery
Condition had such Tenant Delays not occurred, as reasonably determined by Landlord.
1.17 "Effective Date" means the date upon which this Lease s executed by Landlord, as indicated beneath Landlord's signature block
below.
1.18 "Encumbrances" means liens, claims, stop notices and violation notices.
1.19 "Environmental Laws" means and includes all now and hereafter existing statutes, laws, ordinances, codes, regulations, rules,
rulings, orders, decrees, directives, policies and requirements by any federal, state or local governmental authority regulating, relating to, or imposing
liability or standards of conduct concerning public health and safely or the environment.
1.20 "Event of Default" is defined in Section 15.1 below.
1.21 "Executive Order 13224" means Executive Order 13224 signed on September 24, 2001 and entitled `Blocking Property and
Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism".
1.22 "Expiration Date' means, at any particular time, the date on which the Term is scheduled to expire.
S01 W Civic Cenler Dr—City ofSanla Ana Lease 4-
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1.23 "Holder" means the holder of any Security Instrument.
1.24 "Expressly Restricted Use" means any use for: (a) offices of any division, agency or bureau of any foreign government or
subdivision thereof, (b) offices of any health care professionals or for the provision of any health cue services, (c) any schools, (d) any retail or
restaurant uses, (e) any residential use, (f) any communications uses such as broadcasting radio and/or television stations, (g) "executive suite" type
uses where office suites are maintained for individual rental, or (h) any occupancy density greater than the average occupancy density for office
tenants of the Project.
1.25 The "FMRR" of the Premises for a particular Extension Term (as defined in Schedule "J-1") or for a particular Leased First
Right Space (as defined in Schedule "J-2' for the term of Tenant's lease thereof, shall be equal to the rent per square foot of Rentable Area that
Landlord has agreed to accept, or if Landlord determines that there has not been a reasonable number of current comparable transactions in the
Project, that landlords of the Comparable Buildings have agreed to accept, and sophisticated nonaffiliated tenants of the Project and/or Comparable
Buildings have agreed to pay, in current arms -length, non -equity (i.e., not being offered equity in the building), transactions for comparable space (in
terms of condition, floor location, view and floor height) of a comparable size (in terns of square feet of Rentable Area), for a term equal to the
Extension Term (or the term of Tenant's lease of the applicable Leased First Right Space) and with a commencement date within six (6) months
before or after the first day of the Extension Term (or the applicable Offered Space Scheduled Commencement Date (as defined in Schedule "J-2" )),
which rent per square foot shall take into account and make adjustment for the existence, timing and amount of any increases in rent following term
commencement in the comparison transactions, and shall at all times take into consideration and matte adjustment for all other material differences in
atl terms, conditions or factors (applicable to the transaction in question hereunder or applicable to one or more of the comparison transactions used
to determine the FMRR) that a sophisticated tenant or sophisticated landlord would believe would have a material impact on a "fair market rental"
determination; provided, however, that: (a) the rent for all comparison transactions shall be adjusted to reflect payment of operating expenses and
real estate taxes in the same manner as the same are payable hereunder (e.g., if this is a modified, full service gross lease, the rent for all comparison
transactions shall, if applicable, be grossed up to reflect payment of operating expenses and taxes in excess of a base year as of the year of
commencement of the transaction), (b) the presence, amount or absence of brokerage commissions in either the subject transaction or the comparison
transactions shall be disregarded, (c) any rent abatement or other free rent of any type provided in comparison transactions for the period of the
performance of any tenant improvement work (i.e., any "construction period") shall be disregarded, and (d) if any tenant improvements or allowance
provided for in comparable transactions shall be taken into account, then the value of any existing improvements in the Premises (or the Leased First
Right Space) shall also be accounted for in the calculation of the FMRR (provided that if in determining the FMRR for a subject transaction
hereunder, it is determined that free rent or cash allowances (collectively, "Concessions") should be granted, Landlord may, at Landlord's sole
option, elect, all orany-portionof the following: (i).to.grant'some or all of the Concessions to Tenant as free rent or as an improvement allowance, or
(ii) to adjust the monthly installments of the Base Rent payable for the Extension Term or with respect to the Leased First Right Space, as the case
may be, to be an effective rental rate which takes into consideration and deducts from monthly rent the amortized amount of the total dollar value of
such Concessions, amortized on a straight line basis over the Extension Tern or the term of Tenant's lease of the Leased First Right Space, as
applicable in which case the Concessions so amortized shall not be provided to Tenant).
1.26 "Force Majeure Events" means events described in Section 17.5 below.
1.27 "Handle", "Handled", or "Handling" means, with respect to Hazardous Materials, any installation, handling, generation,
storage, treatment, use, disposal, discharge, release, manufacture, refinement,- presence, migration, emission, abatement, removal, transportation, or
any other activity of any type in connection with or involving such Hazardous Materials.
1.28 "Hazardous Materials" means: (a) any material or substance: (i) that is defined or that becomes defined as a "hazardous
substance', "hazardous waste," "infectious waste," "chemical mixture or substance," or "air pollutant" under Environmental Laws; (ii) that contains
petroleum, crude oil or any fraction thereof; (iii) that contains polychlorinated biphenyls (PCB's); (iv) that constitutes asbestos or asbestos -containing
material; (v) that is radioactive; or (vi) that is infectious; or (b) any other material or substance displaying toxic, reactive, ignitable or corrosive
characteristics, as all such terms are used in their broadest sense.
1.29 "Holdover Rental Rate" means an amount equal to one hundred tiny percent (150%) of the greater of: (a) Landlord's then
published asking rental rate or (b) the Base Rent and Additional Rent payable by Tenant to Landlord during the last month of the Term of this Lease.
1.30 "Initial Premises" means the premises described in Item 2.3 of the Basic Lease Provisions.
1.31 `Initial Term" means the period (which shall commence on the Commencement Date) that is described in Item 3.3 of the Basic
Lease Provisions; provided that if the Commencement Date shall occur on a day other than the first day of any calendar month, for purposes of
calculating the date on which the Initial Tern is scheduled to expire (Le., the Expiration Date for the Initial Term) and the timing of all scheduled
increases in Base Rent during the Initial Term (but not for any other purpose), the Commencement Date shall be deemed to be the first day of the
calendar month following the Commencement Date.
1.32 `Institutional Owner Practices" means the practices of the majority of the institutional owners of institutional grade first-class
office projects in Orange County, California.
1.33 "Interest Rate" means an annual rate of interest equal to the Reference Rate plus two percent (2%).
1.34 "Landlord Default" is defined in Section 16.1 below.
L35 "Landlord Parties" means, collectively, Landlord, Ocean West Capital Partners, LLC, Fortress Investment Group, LLC, and the
Property Manager, and each of their Affiliates and all of their respective partners, members, officers, managers, directors, trustees, employees,
retirees, beneficiaries, contractors (including internal investment contractors), agents, advisors, mortgagees and ground lessors, agents, successors
and assigns.
801 W Clrlc Center Dr—City ofSanm Ana Leave -2-
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1.36 "Landlord's Additional Insureds" mean, collectively, Landlord, Ocean West Capital Partners, LLC, Fortress Investment
Group, LLC, and the Property Manager, and each of their respective agents, beneficiaries, partners, employees, and any Holder (defined below) of
any Security Instrument (defined below) designated by Landlord as additional insureds.
1.37 "Landlord's Lease Undertakings" means each and all of the representations, warranties, covenants, undertakings, and
agreements contained in the Lease Documents that is or are to be provided or performed by Landlord.
1.38 "Laws" means, collectively, all laws, ordinances, building codes, rules, regulations, orders and directives of any governmental
authority having jurisdiction (including, without limitation, any certificate of occupancy).
1.39 "Lease Documents" means this Lease together with all exhibits, riders or addenda attached hereto, and all amendments thereto.
1.40 "Leasehold Improvements" means all leasehold improvements existing in the Premises as of the Effective Date, the Tenant
Improvements, and any additional Alterations.
1,41 "Market" means the Santa Ana Civic Center submarket.
1.42 "Money Laundering Act" means the International Money Laundering Abatement and Financial Anti -Terrorism Act of 2001 or
the regulations or orders promulgated thereunder, as the same may be amended from time to time.
1.43 "Notified Party" means each Holder of which Tenant has received notice.
1.44 "OFAC" means the Office of Foreign Asset Control of the Department of the Treasury.
LAS "Original Tenant" means the Person identified as the "Tenant" in Item I of the Basic Lease Information.
1.46 "Parking Facilities" means the Project's parking facilities from time to time serving the Building.
1.47 "Parking Fees" is defined in Section 4.3 below.
1.48 - -"Parking Passes';', means, collectively, Unreserved Parking Passes and Reserved Parking Passes.
1.49 "Permitted Alterations" means only usual and customary maintenance and repairs of Leasehold Improvements if and to the
extent that such maintenance and repairs: (a) are of a type and extent which are customarily permitted to be made without consent by landlords
acting consistently with Institutional Owner Practices leasing similar space for similar uses to similar tenants, (b) are in compliance with the Rules
and Regulations, and (c) will not affect the Building's structure, the provision of services to outer Project tenants, or any Building Systems,
1.50 "Person" means an individual, general or limited partnership, limited liability partnership or company, corporation, trust, estate,
real estate investment trust association or any other entity.
1.51 `Premises" means the Initial Premises as it may be expanded or reduced pursuant to any provision of this Lease or upon the
agreement of Landlord and Tenant.
1.52 "Premises Restoration" means the Restoration of the Premises and the portions of the Common Areas that are required for
access to the Premises.
1.53 `Property Manager" means OW Management Services, Inc., or any other Person retained by Landlord to manage and operate
the Building on a day to day basis.
1.54 'Proposed Transfer Space" means, with respect to any proposed Transfer, the portion of the Premises subject to such proposed
Transfer.
1.55 "Reference Rate" means the "prime rate" or "reference rate" announced from time to time by Bank of America, N. f. & S.A. (or
such reasonable comparable national banking institution as is selected by Landlord in the event Bank of America, N.T. & S.A. ceases to publish a
prime rate or reference rate).
1.56 "Rent" is defined in Section 4.4.1 below.
1.57 "Rent Delinquency" means and shall occur upon any failure of Landlord to receive any payment of Rent on or before the date
that is five (5) days after the date such payment of Rent is due.
1.58 "Reserved Parking Passes" means parking privileges to be used for parking on a first come first served basis in "reserved
parking areas" in the Packing Facilities, as designated by Landlord, or at the election of Landlord, in reserved parking spaces located in the Parking
Facilities.
1.59 "Restoration" is defined in Section 13.1.1.
1.60 "Review Expenses" means all review and processing fees, and costs, as well as any reasonable professional, attorneys',
accountants', engineers' or other consultants' fees incurred by Landlord relating to any request by Tenant for Landlord's consent, including, but not
limited to, any request for consent to a proposed Transfer.
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1.61 "Rules and Regulations" 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, modifications and/or additions thereto as may hereafter be adopted
and published by written notice to tenants by Landlord for the safety, care, security, good order and/or cleanliness of the Premises and/or the Project.
1.62 "Security Deposit" means a cash security deposit in the amount specified in Item 6 of the Basic lease Provisions.
1.63 "Security Instruments", means, collectively: (a) all present and future ground leases and master leases of all or any part of the
Project, Building or Premises; (b) present and future mortgages and deeds of trust encumbering all or any part of the Project, Building or Premises;
(c) all past and future advances made under any such mortgages or deeds of trust; and (d) all renewals, modifications, replacements and extensions of
any such ground leases, master leases, mortgages and deeds of trust, which now or hereafter constitute a lien upon or affect the Project, Building or
Premises.
1.64 "Substantial Completion" (and "Substantially Complete") is defined in the Work Letter.
1.65 "Taking" is defined in Section 13.2.
1.66 "faking Date' is defined in Section 13.2.
1.67 "Target Delivery Date" means the date specified in Item 3.1 of the Basic Lease Provisions.
1.68 "Tenant" means the Original Tenant, and any person or entity to whom or to which all of Original Tenant's (or any other
Tenant's) interest in this Lease is assigned (or otherwise transferred) in accordance with the provisions of Article I I of this Lease.
1.69 "Tenant Delays" is defined in the Work Letter.
1.70 "Tenant Improvements" means the initial Alterations (if any) to be constructed and/or installed in the Premises pursuant to the
Work Letter (if any).
1.71 "Tenant Parties" -means collectively, Tenant, its subtenants, assignees or other Transferees, and their respective contractors,
clients, officers, directors, employees, agents, and invitees (each of which shall be a "Tenant Party").
-1.72 ' "Tenant's Hazardous.Materials" means any Hazardous Materials that become present in, on, under or about the Project as a
result of any act or omission of Tenant or any other Tenant Party.
1.73 "Tenant's Personal Property" means ail of Tenant's (and the other Tenant Parties') office furniture, business and personal trade
fixtures, machinery and equipment, furniture and furniture systems, movable partitions, telecommunications equipment, data cabling and other items
of personal property.
1.74 "Term" means and shall refer to the Initial Tenn as it may be extended pursuant to Schedule "7-I" of Exhibit "T', attached hereto
and/or pursuant to the written agreement of Landlord and Tenant.
1.75 "Transfer" means and includes any of the following: (a) a sublease all or any part of the Premises, (b) an assignment of the
Lease, (e) any other agreement or arrangement: (f) that permits a third parry (other than Tenant's employees and occasional guests) to occupy or use
any portion of the Premises or (ii) otherwise assigns, transfers, mortgages, pledges, hypothecates, encumbers or permits a lien to attach to Tenant's
interest under this Lease or (d) a direct or indirect transfer, assignment, pledge, or hypothecation of a Controlling interest in Tenant.
1.76 "Transfer Notice" means a written notice that: (a) identifies a proposed Transferee by its name and address; (b) describes the
applicable Proposed Transfer Space; (c) includes current financial statements of the proposed Transferee certified by an officer, partner or owner
thereof; (d) describes the nature of such Transferee's business and proposed use of the Proposed Transfer Space; (e) the proposed effective date of
the proposed Transfer; and (f) all of the principal terns of the proposed Transfer.
1.77 "Transfer Profits" means, with respect to any particular month and any particular Transfer, an amount equal to: (a) all rent,
additional rent or other consideration payable by or on behalf of such Transferee during or with respect to such month in connection with the Transfer
minus (b) the sum of: (i) the Base Rent and Additional Rent payable by Tenant under Sections 4.2 and 4_3 of this Lease during or with respect to the
same month and (ii) all out of pocket costs reasonably incurred by Tenant in connection with such Transfer (such as brokerage commissions and/or
improvement allowances), amortized on a straight line basis over the term of such Transfer.
1.78 "Transferee" means any Person to whom a Transfer is made.
1.79 "Unreserved Parking Passes" means parking privileges to be used for parking on a first come first served basis in the areas of
the Parking Facilities designated by Landlord therefor.
1.80 "Work Letter" means the Tenant Work Lotter (if any) attached hereto as Exhibit "C".
Terms in initial capitals that are not defined in Article I shall have the meanings given to them elsewhere in this Lease.
ARTICLE 2— LEASE OF PREMISES: COMMON AREAS: PARKING; SIGNS
2.1 Lease of Premises; Access; Outet Enfovrnent.
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2.1.1 Landlord hereby leases the Premises to Tenant, and Tenant hereby leases the Premises from Landlord, upon all of the
terms, covenants and conditions contained in this Lease. Tenant acknowledges that Landlord has not made any representation or warranty with
respect to the condition of the Premises, the Building or the Project with respect to the suitability or fitness of any of the same for the conduct of
Tenant's Permitted Use, its business or for any other purpose. Landlord does not represent and Tenant does not rely upon any specific type or
number of tenants occupying any space in the Building and/or the Project during the Tenn of this Lease. Acceptance of possession of the Premises
by Tenant shall be conclusive evidence as against Tenant that the Premises are then in tenantable and good condition.
2.1.2 Landlord and Tenant hereby agree that the number of RSF (also referred to as the "Rentable Area") contained: (a)
within the Building is as set forth in Item 2.5 of the Basic Lease Provisions and (b) within the Premises is as set forth in Item 2.5 of the Basic Lease
Provisions.
2.1.3 Subject to Landlord's access control programs and the Rules and Regulations, Tenant and its employees and invitees
shall be entitled to access the Premises seven (7) days per week, twenty-four (24) hours per day.
2.1.4 Subject to all of the terms and conditions contained in this Lease and provided that Tenant performs all of its
obligations hereunder, Tenant shall have and peaceably enjoy the Premises during the Tenn of this lease from and against all Persons holding an
interest in the Project from and through Landlord.
2.2 No Relocation of Premises: Right of First Offer,
2.2.1 No Relocation. Landlord shall have no right to relocate any portion of the Premises located on the second (2" d) floor
of the Building. Any relocation rights with respect to any portions of the Premises located on any other floor of the Building will be specifically
negotiated in connection with Tenant's lease of any such space.
2.2.2 . Right of First Offer. Tenant shall have a one-time Right of First Offer (defined below) with respect to the First Right
Space (defined below) subject to and in accordance with the terms and conditions of Schedule ".l-2" of Exhibit `7". attached hereto.
2.3 Common Areas: Parking.
2.3.1 . Common Areas. In connection with its lease of the Premises, Tenant shall have the non-exclusive right to use the
Common Areas together with other Persons. The Common Areas shall -be subject to the exclusive management and control of Landlord, and Tenant
shall comply with all Rules and Regulations pertaining to use of the Common Areas. Landlord shall have the right from time to time to designate,
relocate and limit the use of particular areas or portions of the Compton Arco. Landlord shall also have the right to close all or any portion of the
Common Areas as may, in the sole discretion of Landlord, be necessary to prevent a dedication tliereof or the accrual of any rights in any Person.
2.3.2 Rental and Use of Parking Passes: Visitor Parkin".
(a) Commencing on the Commencement Date and continuing through the Term, Tenant shall rent from Landlord
and Landlord shall provide a number of Unreserved Parking Passes equal to the Parking Number specified in Item 8 of the Basic Lease Provisions.
Parking Fees shall be payable with respect to Parking Passes rented by Tenant at the rtes provided in Section 4.3.1 below (which shall be subject to
abatement in accordance with Section 4.3.2 below). The Parking Passes are with respect to, subject to the provisions of this Lease, use of the Parking
Facilities. The Parking Passes provided to Tenant pursuant to this Section 2.3.2 are provided to Tenant solely for use by officers, directors, and
employees of Tenant, its Affiliates, sublessees and assignees, and such passes may not otherwise be transferred, assigned, subleased or otherwise
alienated by Tenant to any other type of transferee without Landlord's prior approval.
(b) The specific locations within the Parking Facilities in which the Unreserved Parking Passes may be used shall
be specified by and may, from time to time, be relocated by Landlord in its sole discretion. In addition, it is expressly understood and agreed that
Landlord shall have the right to implement, administer mrd enforce a parking management program, with respect to the Parking Facilities generally,
with respect to use of one or more types or Parking Passes in particular, and/or with respect to the use of the Parking Passes rented by one or more
specific tenant or tenants (including Tenant), with parking management plan may include, without limitation, any or more of the following measure
or features: oversell of Packing Passes; expansion of the Parking Facilities to include additional parking lots or structures within a reasonable distance
from the Building; reservation of specific portions of the Parking Facilities for parking by one or more specific Building tenants (including Tenant)
and/or for one or more Building tenants' business visitors; implementation of valet or assisted parking programs or measures; creation and allocation
of tandem parking spaces to specific Building tenants; designation of visitor parking rates; and allocation of validation privileges to one or more
Building tenants. It is specifically understood and agreed that if Landlord implements one or more such measures or features that are: (i) generally
applicable to the Parking Facilities, the costs incurred to implement, administer and enforce such measures shall be included in Operating Costs or
(ii) that are specific to Tenant, the costs incurred to implement, administer and enforce such measures shall be reimbursed by Tenant.
(c) Visitor Parking.
(i) Tenant's business visitors may park in the Parking Facilities, or in the applicable portions thereof
designated by Landlord, on a first come, first served basis, upon payment of the prevailing fee for parking charged to visitors to the Project, Tenant
shall have the right to purchase from Landlord, at Landlord's then prevailing rate, Project Parking Validations (defined below), to be used only by
Tenant's Business Customers (defined below) for parking in the Parking Facilities without charge. "Project Parking Validations" means
validations, in such form as Landlord, in its sole but good faith discretion, shall offer from time to time, permitting persons using such validations to
park in the Parking Facilities for specified periods of time without charge (i.e., a 30 -minute validation would permit parking without charge in the
Parking Facilities for a period up to 30 minutes). "Tenant's Business Customers" means Persons that visit the Premises for the specific purpose of
conducting business at the Premises (and for the avoidance of doubt, shall not include any employees of Tenant or any of its Transferees who have
offices (on an exclusive or shared basis) at the Premises).
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(ii) Notwithstanding the foregoing, each calendar month during the Term, Landlord shall provide to
Tenant, without charge: (A) a number of Short Term Project Parking Validations (defined below) equal to the product of twenty (20) and the number
of days in such calendar month (during the Term) and (B) a number of Long Term Project Parking Validations (defined below) equal to the product
of sixty (60) and the number of days in such calendar month (during the Term), in each case to be used only by Tenant's Business Customers for
parking in the Parking Facilities without charge; provided that Landlord shall have the right to reasonably adjust the number of Short Term Project
Parking Validations and Lon Term Project Parking Validations so provided by Landlord (based on actual usage) effective as of expiration of the third
(31t) full calendar month of the Initial Term, and thereafter, upon expiration of each subsequent three (3) calendar month period; provided further
that: (x) Landlord shall not, at any time during the Term, be required under this Section 2.3.2(c)(ii) to provide a number of Project Parking
Validations in any calendar month in excess of a number equal to the product of eighty (80) and the number of days in such calendar month (during
the Term) and (y) any Project Parking Validations provided by Landlord with respect to any particular calendar month that are not used during such
calendar month shall, at the election of Landlord, either: (1) become null and void (and be returned to Landlord) or (2) be credited against
Landlord's obligations to provide Project Parking Validations under this Section 2.3.2(c)(ii) for subsequent calendar months. No Project Parking
Validations provided by Landlord to Tenant under this Section 2.3,2(c)(ii) shall be used to accommodate puking, without charge, by any particular
Tenant's Business Customer(s), for a period in excess of three (3) hours on any day without Landlord's prior approval (and Tenant shall not provide
any particular Tenant's Business Customer more than one Project Parking Validation on any particular day). "Short Term Project Parking
Validations" means Project Parking Validations permitting Persons using such Project Parking Validations to park in the Parking Facilities for up to
thirty (30) minutes without charge. "Long Term Project Parklug Validations" means Project Puking Validations permitting Persons using such
Project Parking Validations to park in the Parking Facilities for up to three (3) hours without charge.
2.4 Signs.
2.4.1 Except to the extent expressly provided in this Section 2.4, Tenant shall not: (a) place or install (or allow or permit to
be placed or installed by any Tenant Party) any signs, advertisements, logos, identifying materials, pictures or names of any type on the roof, exterior
areas or Common Areas of the Building or the Project or in any area ,of the Building, Premises or Project which is visible from the exterior of the
Building or outside of the Premises or (b) place or install (or allow or permit to be placed or installed by any Tenant Party) in or about any portion of
the Premises any window covering (even if behind Building standard window coverings) or any other material visible from outside of the Premises or
from the exterior of the Building. Tenant shall not, without the prior written consent of Landlord, use the name of the Building and/or the Project, or
any pictures or illustrations of the Building and/or the Project, in Tenant's advertising or in any other publicity.
2.4.2 Subject to compliance with applicable Laws and such Building signage criteria as Landlord shall apply from time to
time, and subject to receipt of Landlord's prior written consent: (a) in the case where Tenant occupies an entire floor in the Building, Tenant may
place in any portion of such floor which is not visible from the exterior of the Building such identification signage as Tenant shall desire and (b) in
the case where Tenant occupies less than an entire floor in the Building, Tenant may require Landlord to install, at Landlord's sole cost and expense,
in such portion of the multi -tenant corridor on such floor as is called for by Landlord's signage program (as the same may exist from time to time)
identification signage of the type prescribed by Landlord's signage program identifying Tenant; (c) Landlord shall provide customary signage in the
Building directory (if any) in the ground floor lobby of the Building (Landlord shall bear the initial cost of such directory signage and the cost of
updated any such directory signage no more than one in any month); and (d) Tenant may place in any portion of the inside of the Premises not visible
from the exterior of the Building or from outside of the Premises such identification signage as Tenant shall desire. All signage described in this
Section 2.4.2 (other than the directory signage described in clause (c) above) shall be treated as Tenant's personal property under the provisions of
Section 10.5 with respect to Tenant's obligation at the expiration or early termination of this Lease.
2.4.3 Eyebrow Sign. In connection with Tenant's lease of the Promises, subject to all of the terms and conditions of Exhibit
"K", attached hereto, during the Term, Tenant shall have the right to install and display at the Project the Eyebrow Sign (defined in Exhibit " K',
attached bereto) in the location described in Exhibit "K", attached hereto.
ARTICLE 3— DELIVERY; COMMENCEMENT; TERM; SURRENDER; HOLDING OVER
3.1 Delivery. Landlord shall endeavor to tender to Tenant delivery of possession of the Premises in the Delivery Condition prior to
the Target Delivery Date; provided, that if the Delivery Date does not occur on or before the Target Delivery Date, this Lease shall not be void or
voidable, the Term of this Lease shall not be extended, and Landlord shall not be liable to Tenant for any loss or damage resulting therefrom;
provided further that Landlord shall use commercially reasonable efforts to tender to Tenant delivery of possession of the Premises in the Delivery
Condition as soon as reasonably possibly after the Target Delivery Date. ,
3.2 Commencement; Term.
3.2.1 The Tom shall commence on the Commencement Date as defined in Item 3.2 of the Basic Lease Provisions, and shall
continue through the period specified in Item 3.3 of the Basic Lease Provisions unless terminated earlier in accordance with the provisions hereof or
extended pursuant to the written agreement of Landlord and Tenant or as provided in Section 3.2.2 below, provided, however, that if the
Commencement Due shall occur on a day other than the first day of any calendar month, for purposes of calculating the Expiration Date and the
timing of all scheduled increases in Base Rent during the Initial Term (but not for any other purpose), the Commencement Date shall be deemed to be
the first day of the calendar month following the Commencement Date. At any time during the Lease Term, Landlord may deliver to Tenant a notice
in the form as set in Exhibit `B" attached hereto, which Tenant shall execute and return to Landlord within five (5) business days of receipt thereof.
3.2.2 Extension Option. Tenant shall have two (2) options to extend the Term, each for an Extension Term (defined below)
of sixty (60) months (five (5) years) subject to and in accordance with the terms and conditions of Schedule "J -l" of Exhibit "P', attached hereto.
3.3 Surrender; Holding Over.
3.3.1 Except as provided in this Section 3.3 and in Section 7.3 below, upon expiration or earlier termination of this Lease,
Tenant shall vacate and surrender the Premises to Landlord nhame condition as when received at the inception of this Lease and as thereafter
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improved by Tenant, subject to ordinary wear and tear. For the avoidance of doubt, it is understood and agreed that, prior to the date upon which the
Premises is surrendered by Tenant under this Section 3.3.1, Tenant shall be required to remove from the Premises all of the Tenant's Personal
Property and all Leasehold Improvements designated for removal by Landlord in accordance with Section 10.5 below (and all damage caused by
such removal repaired).
3.3.2 If Tenant fails to remove any of the Tenant's Personal Property from the Premises (or any portion thereof) prior to the
expiration or any earlier termination of the Tenn (with respect to applicable portion of the Premises), and such failure continues for five (5) days
following Landlord's delivery of notice thereof, Tenant shall be deemed to have abandoned the same, in which case: (a) Landlord shall have the
right, at Tenant's expense, to remove the same from the same from the Premises (and to repair any damage caused by such removal) and (b) to
thereafter: (i) store the same at Tenant's expense, (ii) appropriate the same for itself, and/or (iii) sell or otherwise dispose of the same in its sole
discretion, with no liability to Tenant, in which case, Tenant shall reimburse Landlord for all costs incurred by Landlord in connection with any such
removal, repairs, storage and/or disposal, plus a ten percent (10%) administration fee thereon, upon demand. In addition, If Tenant fails to remove
from the Premises (or any portion thereof) all Leasehold Improvements designated for removal by Landlord in accordance with Section 10.5 below
and/or to repair all damage caused by its removal of any such Leasehold Improvements (and/or its Tenant's Personal Property), in either case, prior
to the expiration or any earlier termination of the Term (with respect to applicable portion of the Premises), Landlord shall have the right to remove
the same from the Premises (or the applicable portion thereof) and/or to repair such damage at Tenant's expense, in which case, Tenant shall
reimburse Landlord for all costs incurred by Landlord in connection therewith, plus a ten percent (1054o) administration fee thereon, upon demand.
This SecHon 3.3.2 shall survive the expiration or any earlier termination of the Term of this Lease.
3.3.3 If Tenant fails to surrender the Premises (or any portion thereof) in accordance with this Lease (including, without
limitation, Section 3.3.1 above), or otherwise holds possession of the Premises (or any portion thereof) after the expiration or termination of the
Term, Tenant shall become a tenant at sufferance upon all of the terns contained herein, except as to term and Base Rent. During such holdover
period, Tenant shall pay to Landlord a monthly Base Rent in an amount equal to the Holdover Rental Rate. The monthly Base Rent payable for such
holdover period shall in no event be construed as a penalty or as liquidated damages for such retention of possession. Neither any provision hereof
nor any acceptance by Landlord of any Rent after any such expiration or earlier termination shall be deemed a consent to any holdover hereunder or
result in a renewal of this Lease or an extension of the Tern, or any waiver of any of Landlord's rights or remedies with respect to such holdover.
Tenant shall indemnify, defend and hold Landlord harmless from and against any and all Claims (including, without limitation, for lost profits and
other consequential damages, attorneys' fees, consultants' fees and court costs) incurred or suffered by or asserted against Landlord by reason of
Tenant's failure to surrender the Premises in accordance with the provisions of this Lease on the expiration or earlier termination of this Lease. -
ARTICLE 4—RENT AND OTHER CHARGES
4.1 Base Rent. Tenant agrees to pay during the Initial Term of this Lease as Base Rent for the Premises, the sums shown for the
periods shown in Item 4 of the Basic Lease Provisions. Except as expressly provided otherwise herein, Base Rent shall be payable in equal
consecutive monthly installments, in advance, commencing on the Commencement Date and continuing on the tenth (10) day of each calendar month
thereafter, provided that the first full monthly installment of Base Rent, described in Item 4 of the Basic Lease Provisions, shall be payable upon
Tenant's execution of this Lease. Landlord will cooperate with Tenant to accommodate payment of Rent (or certain types of Rent) via ACH
payments.
4.2 Tenant's Percentaee Share. Subject to the provisions of this Lease and in accordance with Exhibit "E", attached hereto, in
addition to paying Base Rent, with respect to each Expense Year (defined in Exhibit "E'7 Tenant shall also pay: (a) Tenant's Percentage Share
(defined in Exhibit "E"1 of Excess Operating Expenses (defined in Exhibit "E") and (b) Tenant's Percentage Share of Excess Property Taxes (defined
in Exhibit "F').
4.3 Parking Fees.
4.3.1 Subject to Section 4.3.2 below, on the first day of each calendar month during the Term, Tenant shall pay to Landlord
(or at the request of Landlord, to Landlord's designated parking operator) Landlord's then prevailing charge (the `Parking Fees") for all Parking
Passes rented by Tenant for such calendar month. Such Parking Fees shall be in addition to all taxes, assessments or other impositions imposed by
any governmental entity in connection with Tenant's use of such Parking Passes, which taxes, assessments or other impositions shall be paid by
Tenant, or if required to be paid by Landlord, shall be reimbursed to Landlord (or at the request of landlord, to Landlord's designated puking
operator) by Tenant concurrently with the payment of the Parking Fees described above.
4.3.2 The Parking Fees payable with respect to the first eighty-four (84) Parking Passes rented by Tenant during the Initial
Term (and the charges for all Short Term Project Packing Validations and Long Term Project Parking Validations provided by Landlord to Tenant
(pursuant to Section 2.3(c)(ii) above) during the Initial Term) are included in the Base Rent payable by Tenant with respect to the Premises during
the Initial Term.
4.3.3 The Parking Fees payable with respect to all Parking Passes rented by Tenant during an Extension Tern (and the
charges for all Short Term Project Parking Validations and Long Term Project Parking Validations provided by Landlord to Tenant (pursuant to
Section 2.3(c)(ii) above) during an Extension Term) shall be determined in connection with the FMRR (and Extension Tenn Base Rent) for the
Premises for such Extension Term, and shall be added to (and included in) the Extension Tenn Base Rent.
4.4 Payment of Rent.
4.4.1 Generallv. Base Rent, all forms of Additional Rent payable hereunder by Tenant and all other amounts, fees,
payments or charges payable hereunder by Tenant shall each: (a) constitute rent payable hereunder (sometimes collectively be referred to herein as
"Rent"), (b) be payable to Landlord when due without any prior notice or demand therefor in lawful money of the United States and, except as may
be expressly provided to the contrary in this Lease, without any abatement, offset or deduction whatsoever, and (c) be payable to Landlord at the
address of Landlord described in Item 10 of the Basic Lease Provisions or to such other Person or place as Landlord may from time to time designate
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in writing to Tenant. Any amount of Rent that is payable on a monthly basis and that is payable respect to a partial month, shall he prorated based on
the number of days in such month. No payment by Tenant or receipt or acceptance by Landlord of a lesser amount than the correct Rent due
hereunder shall be deemed to be other than a payment on account of the earliest installment of Rent then due; nor shall any endorsement or statement
on any check or any letter accompanying any check or payment as Rent be deemed to effect or evidence an accord and satisfaction; and Landlord
may accept such check or payment without prejudice to Landlord's right to recover the balance or pursue any other remedy in this Lease or at law or
in equity provided.
4.4.2 LATE PAYMENTS, TENANT ACKNOWLEDGES THAT THE LATE PAYMENT OF RENT WILL
CAUSE LANDLORD TO INCUR ADMINISTRATIVE COSTS AND OTHER DAMAGES, THE EXACT AMOUNT OF WHICH
WOULD BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO ASCERTAIN. LANDLORD AND TENANT AGREE THAT
IF LANDLORD A RENT DELINQUENCY SHALL OCCUR, TENANT SHALL PAY TO LANDLORD, AS ADDITIONAL RENT:
(A) A LATE CHARGE EQUAL TO FIVE PERCENT (5%) OF THE OVERDUE AMOUNT TO COVER SUCH ADDITIONAL
ADMINISTRATIVE COSTS, AND (B) INTEREST ON ALL DELINQUENT AMOUNTS AT THE DEFAULT RATE, FROM THE
DATE DUE UNTIL THE DATE PAID.
ARTICLE 5—TENANT'S TAXES
Tenant shall reimburse Landlord upon demand for any and all taxes, impositions or similar fees or charges payable by or imposed or
assessed upon Landlord upon or with respect to: (a) any Tenant's Personal Property located in or about the Premises; (b) any Leasehold
Improvements made in or to the Premises by or for Tenant (without regard m ownership of such improvements) if and to the extent the original cost,
replacement cost or value thereof exceeds the cost of Landlord's then effective "Building Standard" tenant improvements, as determined in good
faith by Landlord; (c) the Rent payable hereunder, including, without limitation, any gross receipts tax, license fee or excise tax levied by any
governmental authority; (d) the possession, leasing, operation, management, maintenance, alteration, repair, use or occupancy of any portion of the
Premises; or (e) this transaction or any document to which Tenant is a party creating or transferring an interest or an estate in the Premises.
ARTICLE 6— fINTENTIONALLY OMITTEDI
ARTICLE 7- USE OF PREMISES
7.1 Tenant's Permitted Use. Tenant shall use the Premises only for Tenant's Permitted Use set forth in Item 7 of the Basic Lease
Provisions and shall not use or permit the Premises to be used for any other purpose. Tenant shall, at its sole cost and expense, obtain and maintain
in full force and effect all governmental licenses, approvals and permits required for Tenant's Permitted Use. In no case shall Tenant use or suffer or
permit the use of any portion of the Premises for any Expressly Restricted Use.
7.2 Compliance With Laws and Other Requirements.
7.2.1 Subject to Section 7.2.2 below, Landlord shall cause the Common Areas and the Base Building to comply with all
Laws, if and when any such action is required by any governmental authority and/or If and to the extent that any failure of any portion of the
Common Areas or the Base Building to comply with any applicable Laws would: (a) prohibit Tenant from entering into a sublease to any Approved
County Entity of Approved State Entity (as such terms are defined below) in accordance with Section 11. 1.2 below; (b) unreasonably and materially
affect the safety of Tenant's employees or the operation of Tenant's business; or (c) would create a material and significant health hazard for
occupants of the Premises.
7.2.2 Tenant shall timely take all actions required comply in all respects with (and shall cause each of its employees and
occupants to take all actions required comply in all respects with) and cause the Premises to comply with: (a) all Laws, now or in the future
applicable to the Premises and Tenant's use thereof (including, without limitation, any Law requiring any form of improvement or alteration to the
Building), (b) the Rules and Regulations, and (c) all covenants, conditions and restrictions applicable to the Project. In addition, if any modifications
or alterations to any portion of the Common Areas or the Base Building (defined below) are required under any applicable Laws as a result of
Tenant's use of the Premises or any of Tenant's Leasehold Improvements, then at the election of Landlord: (i) Tenant shall be responsible for
performing such modifications or alterations, at its expense or (ii) Tenant shall, within ten (10) days following Landlord's demand therefor together
with reasonable supporting documentation, reimburse Landlord for all of its costs and expenses incurred in connection with Landlord's performance
of such modifications or alterations,
7.2.3 Tenant shall not use the Premises, or permit the Premises to be used, in any manner, or do or suffer any act in or about
the Premises which: (A) violates or conflicts with any applicable Law, any of the Rules and Regulations or any covenants, conditions and
restrictions applicable to the Project (B) causes or is reasonably likely to cause damage to the Project, the Premises or the Building Systems; (C)
violates a requirement or condition of any policy of insurance covering the Project and/or the Premises, or increases the cost of such policy; (D)
constitutes or is reasonably likely to constitute a nuisance, annoyance or inconvenience to other tenants or occupants of the Project or its equipment,
facilities or systems or (E) interferes with, or is reasonably likely to interfere with, the transmission or reception of microwave, television, radio,
telephone, or other communication signals by antennae or other facilities located in the Project. Without limiting the generality of the foregoing,
should any federal, state or local governmental agency having jurisdiction with respect to the establishment regulation or enforcement of
occupational, health or safety standards for employers, employees or tenants impose on Landlord or on Tenant at any time now or in the future any
requirement or Law relating in any manner to the Premises or occupancy thereof, Tenant shall, at its sole cost and expense, comply promptly (or at
Landlord's election, bear the cost of such compliance as effected by Landlord) with such requirement or Law. Tenant shall indemnify, defend and
hold harmless Landlord fi-om and against any and all Claims arising out of or relating to any failure of Tenant to perform any of its obligations under
this Section 7.2. Landlord shall not enforce the Rules and Regulations in a discriminatory manner; provided that Landlord shall not be liable to
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Tenant for any violation of any of the Rules and Regulations (or any applicable Laws or covenants, conditions and restrictions applicable to the
Project) by any other tenant or occupant of the Project.
7.3 Hazardous Materials. No Hazardous Materials shall be Handled upon, about, in, above or beneath the Premises or any portion
of the Project by or on behalf of Tenant or any other Tenant Patties. Notwithstanding the foregoing, normal quantities of those Hazardous Materials
customarily used in the conduct of general administrative and executive office activities (e.g., copier fluids and cleaning supplies) may be used and
stored at the Premises in compliance with all Laws and the highest prevailing industry standards. Tenant shall: (a) take all actions (or at Landlord's
election, reimburse Landlord for taking all actions) necessary to restore the Premises or any portion of the Project to the condition existing prior to
the introduction of any Tenant's Hazardous Materials, notwithstanding any less stringent standards or remediation allowable under applicable
Environmental Laws and (b) shall indemnify, defend and hold harmless Landlord from and against any and all Claims arising out of or relating to
any Handling by or on behalf of Tenant or any Tenant Party of any Hazardous Materials upon, about, in, above or beneath the Premises or any
portion of the Project and/or the presence of any Tenant's Hazardous Materials in, on, under or about the Project.
ARTICLE 8. UTILITIES AND SERVICES
8.1 Building Services. Provided that no Event of Default exists, subject to the terms, conditions and standards set forth in this
Lease, Landlord shall furnish or cause to be furnished, as part of Operating Expenses to the Premises, the utilities and services described in Exhibit
"F" attached hereto. —
8.2 Interruption of Services. Landlord shall not be liable for any failure to furnish, stoppage of, or interruption in furnishing any of
the services or utilities described in Exhibit "F" when such failure is caused by accident, breakage, repairs, strikes, lockouts, labor disputes, labor
disturbances, governmental regulation, civil disturbances, acts of war, moratorium or other governmental action, or any other cause beyond
Landlord's reasonable control, and, in such event, Tenant shall not be entitled to any damages nor shall any failure or interruption abate or suspend
Tenant's obligation to pay Rent under this Lease or constitute or be construed as a constructive or other eviction of Tenant.
ARTICLE 9 - MAINTENANCE AND REPAIRS
9.1 Landlord's Obligations. Landlord shall endeavor to keep the Common Areas of the Building and the Project in a clean and neat
condition. Subject to Section 9.2 below: (a) Landlord shall make all necessary repairs, within a reasonable period following receipt of notice of the
need therefor from Tenant, to the exterior walls, exterior doors and windows of the Building, and to public corridors and other public areas of the
Project not constituting a portion of any tenants' premises and (b) shall use commercially reasonable efforts to keep all Building Systems used by
Tenant in common with other tenants in reasonable condition and repair, reasonable wear and tear excepted. Except as provided in Section 13. 1,
there shall be no abatement of Rent, nor shall there be any liability of Landlord wising from the making of, or failure to make, any maintenance or
repairs, alterations or improvements in or to any portion of the Building or Project. Tenant waives the right to make repairs at Landlord's expense
under Sections 1941 and 1942 of the California Civil Code, and under all other similar laws, statutes or ordinances now or hereafter in effect, and
waives and releases the right to terminate this Lease under Section 1932(1) of the California Civil Code and under all other similar laws, statutes or
ordinances now or hereafter in effect.
9.2 Tenant's Obligations. During the Term of this Lease, Tenant shall, at its sole cost and expense, maintain the Premises in good
order and repair and in a safe, clean and now condition. Tenant shall make all repairs to the Premises not required to be made by Landlord under
Section 9.1 above (including, without limitation, repair or replacement, as applicable, of all damaged and broken fixtures and appurtenances) with
replacements of any materials to be made by use of materials of equal or better quality. Further, Tenant shall be responsible for, and upon demand by
Landlord shall promptly reimburse Landlord for, any damage to any portion of the Project or the Premises caused by: (a) activities of Tenant or any
Tenant Party in or at the Premises or any other portion of the Project; (b) the perfornance or existence of any Alterations made by or for Tenant or
any Tenant Party in or to the Premises; (c) the installation, use, operation or movement of Tenant's Personal Property in or about the Building or the
Premises; (d) the design, installation or operation of any Alterations that are not consistent with Building Standards (as defined in the Work Letter);
or (e) any act or omission by Tenant or any Tenant Party or any other person permitted in or invited to the Premises or the Project by Tenant or any
Tenant Party.
ARTICLE 10 - ALTERATIONS
10.1 Landlord's Work. Landlord's sole construction obligation under this Lease is set forth in the Work Letter. Except as expressly
provided in the Work Letter. Landlord has made no representation or warranty to Tenant and has no obligation to alter, remodel, improve, renovate,
repair or decorate the Premises, the Building, or the Project or any portion thereof. Tenant further acknowledges and agrees that no representations
respecting the condition of the Premises, the Building or the Project have been made by Landlord to Tenant except as specifically set forth in this
Lease.
10.2 Landlord's Consent: Conditions. Except for Permitted Alterations, Tenant shall not make any Alterations (or allow or permit
any Alterations to be made) without first obtaining the prior written consent of Landlord, which consent shall be requested in writing not less than
fifteen (15) business days prior to the scheduled and actual commencement of any work therein. All such Alterations: (a) shall comply with all
applicable Laws, (b) shall be compatible (as determined in good faith by Landlord) with the Building and all Building Systems; (c) shall not interfere
with the me and occupancy of any other portion of the Building or the Project by any other tenants or their invitees; (d) shall not be visible from the
exterior of the Building or from any Common Areas; and (c) shall not affect the integrity of the structural portions of the Building. In addition,
Landlord may impose as a condition to its consent to any Alterations, such additional requirements as Landlord in its sole discretion deems necessary
or desirable (including, without limitation, a requirement for Tenant to obtain (or require its contractor to obtain) a completion and lien indemnity
bond prior to commencement of any Alterations). Within ten (10) days of written demand therefor, Tenant shall: (i) reimburse all costs and
expenses incurred by Landlord because of Tenant's Alterations and (ii) shall pay Landlord's supervision fee in an amount equal to ten percent (10%)
of the cost of the Alterations in question (provided that no supervision fee shall be payable with respect to Permitted Alterations). Tenant and
Tenant's contractors shall comply with such construction rales and regulations and building standards as Landlord may promulgate from time to
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time. All direct and indirect costs relating to any modifications, alterations or improvements of the Project or the Building, whether outside or inside
of the Premises, required by any governmental agency or by Law as a condition or as the result of any Alteration requested or effected by Tenant
shall be bome by Tenant, and in connection therewith, Landlord may elect to perform such modifications, alterations or improvements (at Tenant's
sole cost and expense) or require such performance directly by Tenant.
10.3 Performance of Alterations Work. All work relating to all Alterations (other than the initial Tenant Improvements, which will
be performed by Landlord in accordance with the Work Letter) shall be performed by Tenant at Tenant's sole cost and expense and shall be
prosecuted to completion in a diligent, first class manner (and so as not to interfere with any other tenants or occupants of the Project), and in
compliance with any plans and specifications therefor that are approved by Landlord, any and all conditions imposed by Landlord thereon, all
applicable Laws, and the requirements of all carriers of insurance on the Premises, Building and Project. the Board of Underwriters, Fire Rating
Bureau, or similar organization. Tenant shall not use any portion of the Common Areas in connection with the making of any Alterations, and
Tenant shall not modify or alter any improvements or components of the Building or the Project outside of the Premises. Upon completion of any
Alterations (other than Permitted Alterations), Tenant shall deliver to the Building management office, within thirty (30) days following completion
of the Alterations, a reproducible copy of the "as built" drawings of the Alterations together with a CAD file of the "as built" documents of the
Alterations (current version of Autocad).
10.4 No Liens. Tenant shall pay when due all costs for work performed and materials supplied to the Premises. Tenant shall keep
Landlord, the Premises, the Project and Tenant's leasehold interest free from all Encumbrances, including, without limitation, any of the same
relating to the Alterations or any other work performed for, materials furnished to or obligations incurred by Tenant, and Tenant shall indemnify,
defend and hold harmless Landlord, the Premises and the Project of and from any and all Claims arising out of or related to any Encumbrances.
Tenant shall satisfy or otherwise discharge all Encumbrances within five (5) business days after Landlord notifies Tenant in writing that any such
lien, stop notice, claim or encumbrance has been filed. Tenant shall give Landlord not less than five (5) business days' prior written notice before
commencing any Alterations in or about the Premises to permit Landlord to post appropriate notices of non -responsibility.
10.5 Removal and Restoration. All Alterations (and the Tenant Improvements) shall become a part of the Premises and shall
become the property of Landlord upon the expiration or earlier termination of this Lease; provided that by written notice to Tenant, Landlord may
require Tenant to remove some or all of the Leasehold Improvements (other than any Leasehold Improvements that existed in the Building as of the
Effective Date), in which event, prior to the date of expiration or termination of this Lease, Tenant shall remove the Leasehold Improvements
designated by Landlord to be so removed, and shall restore, patch and repair any resulting damage to the Premises, Building and Project, all at
_Tenant's sole expense. All Tenant's Personal Property 'owned or installed by Tenant or any other Tenant Party in the Premises shall be and remain
the property of Tenant (or the applicable Tenant Party), and upon theexpiration or earlier termination of this Lease, Tenant shall, at its sole expense,
remove all such items and repair any damage to the Premises or the Project caused by such removal. If Tenant fails to remove any such items or
repair such damage promptly atter the expiration or earlier termination of this Lease, Tenant (or the applicable Tenant Party) shall be deemed to have
abandoned the same, in which case Landlord may store the same at Tenant's expense (and Tenant shall pay Landlord the cost thereof upon demand),
or appropriate the same for itself, and/or sell the same in its discretion, with no liability to Tenant (or the applicable Tenant Party).
ARTICLE 11 -TRANSFERS
H.[ Restriction; Permitted Subleases.
11.1.1 Restriction. Except as provided in Section It. 1.2 below, Tenant shall not, either involuntarily or voluntarily or by
operation of law or otherwise, make or permit any Transfer without the prior written consent of Landlord in accordance with Section 11.4 below.
Any Transfer in violation of the provisions of this Article 11 shall be null and void. Notwithstanding anything contained in this Article I l to the
contrary, Tenant expressly covenants and agrees not to enter into any lease, sublease, license, concession or other agreement for use, occupancy or
utilization of the Premises which provides for rental or other payment for such use, occupancy or utilization based in whole or in part on the net
income or profits derived by any person from the property leased, used, occupied or utilized, and that any such purported lease, sublease, license,
concession or other agreement shall be absolutely void.
11.1.2 Permitted Subleases. Notwithstanding the foregoing, Tenant may, upon no less than ten (10) business days' prior
written notice, but without the need to obtain the consent of Landlord, sublease space within the Premises to any Approved Govemmental Entities.
Landlord shall cooperate with Tenant's efforts to consummate any such subleases to any such Approved Governmental Entities, including, without
limitation, in connection with any proposed Approved sublease to any Approved Governmental Entity, by using commercially reasonable efforts to
comply with the State Requirements specified in Exhibit "L" attached hereto. Any sublease permitted without the consent of Landlord under this
Section 11. 1.2 (a `Permitted Sublease") shall not be subject to any the requirements, restriction or limitations set forth in Section 11.2, Section l L3.
Section 11.4, Seetion I1.5, or Section 11.6 below
11.2 Notice to Landlord. If Tenant desires to make a Transfer (other than a Permitted Sublease), then Tenant shall submit to
Landlord: (a) a Proposed Transfer Notice at least twenty (20) business days (and not more than one hundred eighty (180) days) prior to the effective
date of the proposed Transfer, and (b) four (4) originals of the proposed assignment or sublease or other Transfer document on a form approved by
Landlord and four (4) originals of the Landlord's Consent to Sublease or Assignment and Assumption of Lease and Consent executed by Tenant and
the proposed Transferee. If Tenant modifies any of the material terms and conditions relevant to a proposed Transfer specified in the Transfer
Notice, Tenant shall resubmit such Transfer Notice to Landlord for its consent. Following delivery of a Transfer Notice, Tenant shall additionally
provide such other information or materials with respect to the proposed Transfer and/or Transferee as Landlord may reasonably request, including,
without limitation, credit reports, business plans, operating history, bank and character references.
11.3 Landlord's Recapture Rights. At any time within twenty (20) business days atter Landlord's receipt of all of the information
and documents described in Section t 1.2, Landlord may, at its option, in its sole and absolute discretion, by written notice to Tenant, elect to: (a) in
the case of proposed sublease, sublease the Premises or the portion thereof proposed to be sublet by Tenant upon the same terms as those offered to
the proposed subtenant (b) in the case of a proposed assignment, take an assignment of this Lease upon the same terms as those offered to the
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proposed assignee; or (e) terminale this Lease in its entirety or as to the portion of the Premises subject to the proposed Transfer, with a proportionate
adjustment in the Rent payable hereunder if this Lease is terminated as to less than all of the Premises. For the avoidance of doubt, this Section 11.3
shall not apply to any Permitted Sublease.
11.4 Landlord's Consent: Standards.
l 1.4.1 If Landlord does not exercise any of the options described in Section 11.3 above, then within twenty (20) business days
following its receipt of a Transfer Notice (and all of the other items described in Section 11.2 above), Landlord shall notify Tenant whether it will
grant or withhold its consent to the proposed Transfer in accordance with Section 1 L4 below. Landlord's consent to any proposed Transfer shall not
be unreasonably withheld; provided however, that in addition to any other grounds available hereunder or under applicable Law for properly
withholding consent to such proposed Transfer, Tenant acknowledges and agrees that it shall be reasonable for Landlord to withhold its consent to
any proposed Transfer if: (a) in Landlord's good faith judgment: (i) the proposed Transferee does not have the financial strength (taking into
account all of the Transferee's other actual or potential obligations and liabilities) to perform its obligations with respect to the proposed Transfer (or
otherwise does not satisfy Landlord's standards for financial standing with respect to tenants under direct leases of comparable economic scope), (ii)
the proposed Transferee is of a character or reputation or engaged in a business which is not consistent with the quality of the Project or the business
and operations of the proposed Transferee are not of comparable quality to the business and operations being conducted by direct tenants of Landlord
in the Project or (iii) the use of the Premises, the Building or the Project by the proposed Transferee would: (A) significantly increase pedestrian
traffic in and out of the Building and/or the Project, (B) generate increased loitering in Common Areas, (C) increase security risk, or (D) require any
alterations to the Building or the Project to comply with applicable Laws; (b) the proposed Transferee has the power of eminent domain, is a
governmental agency or an agency or subdivision of a foreign government; (c) the proposed Transferee intends to use any part of the Premises for a
purpose not permitted under this Lease; (d) either the proposed Transferee, or any person which directly or indirectly controls, is controlled by, or is
under common control with the proposed Transferee (i) occupies space in the Project or has negotiated with Landlord within the preceding one
hundred eighty (180) days (or is currently negotiating with Landlord) to lease space in the Project or (ii) is a direct competitor of Landlord; (e) an
Event of Default then exists; (f) the proposed Transfer would cause Landlord to be in violation of another lease or agreement to which Landlord is a
party or would give 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 fails to consent thereto; (h) the terms of the proposed Transfer will allow the Transferee to exercise a right of renewal, right of
expansion, right of first offer, or other similar rights held by Tenant (pr will allow the Transferee to occupy space leased by Tenant pursuant to any
such right); (i) the proposed Transfer would be on economic terms (based upon effective rental rates) more favorable to the Transferee than the
economic terms then being accepted by. Landlord for comparabledirect leasing transactions in the Project; or 0) the proposed Transfer would result
in more thamthree subleases per each full floor of the Premises being in effect at any one time during the Term. For the avoidance of doubt, this
Section 11.4.1 shall not apply to any Permitted Sublease
11.4.2 - Notwithstanding anything to the contrary in this Lease, if Tenant or say proposed Transferee claims that Landlord has
unreasonably withheld its consent or otherwise acted in a manner not permitted under this Article 11, then the sole remedy of Tenant and such
proposed Transferee if such claim is determined by a court of competent jurisdiction to be successful shall be a declaratory judgment and an
injunction for the relief sought without any monetary damages or other monetary relief. To the maximum extent permitted by Law, Tenant and each
proposed Transferee hereby waive any and all other remedies, including, without limitation, any right at law or equity to terminate this Lease with
respect to any such claim. Tenant shall indemnify, defend, protect and hold harmless Landlord from any and all Claims involving or asserted by any
third party or parties (including, without limitation, Tenant's proposed Transferee and/or any broker representing Tenant and/or such Transferee in
connection with a proposed Transfer) claiming they were damaged by Landlord's wrongful withholding or delaying of consent to any proposed
Transfer or other breach of this Article 11. Tenant acknowledges that Tenant's rights under this Article I I satisfy the conditions set forth in Section
1951.4 of the California Civil Code with respect to the availability to Landlord of certain remedies for a default by Tenant under this Lease.
11.5 Transfer Profits. Subject to the provisions of this Article I I, if Landlord consents to any Transfer (other than a Permitted
Sublease), Tenant shall pay to Landlord fifty percent (5000%) of any Transfer Profits. Tenant shall provide Landlord with a detailed statement setting
forth the calculation of any Transfer Profits that Tenant either has or will derive from a Transfer. Landlord or its representative shall have the right at
all reasonable times to audit the books and records of Tenant with respect to the calculation of Transfer Profits. If such inspection reveals an
underpayment by Tenant of Transfer Profits, Tenant shall pay to Landlord the deficiency and the cost of Landlord's audit within ten (10) business
days after its receipt of the results of such audit. For the avoidance of doubt, this Section 11.5 shall not apply to any Permitted Sublease
11.6 Landlord's Costs. With respect to each Transfer (other than a Permitted Sublease) proposed to be consummated by Tenant,
whether or not Landlord shall grant consent, and whether or not Landlord's consent shall be required, Tenant shall, within ten (10) business days
after written request by Landlord, reimburse all of Landlord's Review Expenses relating to such proposed Transfer. For the avoidance of doubt, this
Section 11.6 shall not apply to any Permitted Sublease
11.7 Continuing Liability of Tenant. Notwithstanding the consummation or attempted consummation of any Transfer under this
Article l l (including, but not limited to, any assignment of this Lease), Tenant shall remain as fully and primarily liable for the payment of Rent and
for the performance of all other obligations of the "Tenant" contained in this Lease to the same extent as if the Transfer had not occurred. Any act or
omission of any Transferee that violates the terms of this Lease shall be deemed a default by Tenant under this Lease, and following expiration of the
applicable notice and cure period, shall be deemed an Event of Default, in which case, Landlord may proceed directly against Original Tenant (and/or
any of its successors as the "Tenant" hereunder) without the necessity of exhausting its remedies against such Transferee (notwithstanding the fact
that the Original Tenant (and/or any of its successors as the "Tenant" hereunder) may have assigned all of its right, title and interest in this Lease).
Landlord may consent to subsequent Transfers of this Lease with Transferees of Tenant, upon notice to Tenant, but without obtaining its or their
consent thereto, and such action shall not relieve Tenant of its liability under this Lease.
11.8 Non -Waiver. The consent by Landlord to any Transfer shall not relieve Tenant, or any Person claiming through or under
Tenant, of the obligation to obtain the consent of Landlord, pursuant to this Article I I to any further Transfer. Following any Transfer, Landlord
may collect Rent from the Transferee without waiving any rights hereunder, and collection of the Rent from a Person other than Tenant shall not be
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deemed a waiver of any of Landlord's rights under this Article 11, an acceptance of any Transferee as. a tenant of Landlord, or a release of Tenant
from the performance of Tenant's obligations under this Lease.
ARTICLE 12 -SUBORDINATION AND ATTORNMENT: ESTOPPEL CERTIFICATES: FINANCIAL STATEMENTS.
12.1 Subordination and Attornment.
12.1.1 This Lease, and the rights and interests of Tenant hereunder, are and shall be subordinate to all Security Instruments
which now or hereafter constitute a lien upon or affect the Project, the Building or the Premises and the rights and interests of the Holders of such
Security Instruments. Such subordination shall be effective without the necessity of the execution by Tenant of any additional document for the
purpose of evidencing or effecting such subordination. In addition, Landlord shall have the right to subordinate or cause to be subordinated any such
Security Instruments to this Lease, and in such case, in the event of the termination or transfer of Landlord's estate or interest in the Project by reason
of any termination or foreclosure of any such Security Instruments, Tenant shall, notwithstanding such subordination, attorn to and become the
Tenant of the successor in interest to Landlord at the option of such successor in interest. Furthermore, Tenant shall within five (5) business days of
demand therefor execute any instruments or other documents which may be required by Landlord or the Holder of any Security Instrument, and
specifically shall execute, acknowledge and deliver within five (5) business days of demand therefor a subordination of lease or subordination of
deed of trust, in the form required by the Holder of the Security Instrument requesting the document. If requested to do so, Tenant shall attom to and
recognize as Tenant's landlord under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to the Building by
reason of the termination or foreclosure of any Security Instrument, and Tenant shall, within five (5) business days of demand therefor execute any
instruments or other documents which may be required by Landlord or the Holder of any such Security Instrument to evidence the attornment
described in this Section 12.1.1.
12.1.2 Should any current or prospective mortgagee or ground lessor for the Building or the Project (or any portion thereof)
require a modification or modifications of the Lease, which modification or modifications will not cause an increased cost or expense to Tenant, or in
any other way materially and adversely change the rights and obligations of Tenant hereunder, then and in such event, Tenant agrees that this Lease
may be so modified and agrees to execute whatever documents are required therefor and to deliver the same to Landlord within ten (10) days
following Landlord's request therefor.
12.2 Estoppel Certificates. Tenant shall, upon not less than ten (10) business days prior written notice from Landlord, execute,
acknowledge and deliver to Landlord a statement in writing certifying those facts for which certification has been requested by Landlord or any -.-
current or prospective purchaser or current or prms ective'Holder of any Security Instrument, including, without limitation, that: (a) this Lease is
unmodified and in full force and effect (or setting forth any modifications that have occurred), (b) the dates to which the Base Rent and other forms
of Rent payable hereunder have been paid, (c) whether or not Landlord is in default in the performance of any covenant, agreement or condition
contained in this Lease (and, if so, specifying each such default of which Tenant may have knowledge), and (d) any other facts for which certification
is reasonably required by Landlord or customarily required by any prospective purchaser or Holder to which such estoppel certificate is being
provided. The form of the statement attached hereto as Exhibit `R' is hereby approved by Tenant for use pursuant to this Section 12.2, but Landlord
shall have the right to use other fors for such purpose. Tenant's failure to execute and deliver such statement within such time shall be conclusive
upon Tenant that this lease is in full force and effect without modification except as may be represented by Landlord in any such certificate prepared
by Landlord and delivered to Tenant. Any statement delivered pursuant to this Section 12.2 may he relied upon by any prospective purchaser,
mortgagee, ground lessor or other like encumbrancer thereof or any assignee of any such encumbrance upon the Building or the Project.
12.3 Financial Statements. At any time during the Term, Tenant shall, upon five (5) business days' prior notice from Landlord,
provide Landlord with then current financial statements and financial statements for each of the two (2) years prior to the then current calendar year
for each of Tenant and the Guarantor (if any). Such statements shall be prepared in accordance with generally accepted accounting principles,
consistently applied, and shall be audited by an independent certified public accountant
ARTICLE 13 —CASUALTY: TAKING
13.1 Casualty
l3. LI Repair of the Premises. Tenant shall promptly notify Landlord in writing (a "Damage Notice") of any casualty event,
damage or condition to which this Section 13.1 is or may be applicable (a "Casualty"). Landlord shall, within a reasonable time after the discovery
by Landlord of any damage resulting from any Casualty ("Casualty Damage"), subject to reasonable delays for insurance adjustment or other
matters beyond Landlord's reasonable control, and subject to all other terms of this Section 13.1, begin to repair the damage to the Project and the
Premises resulting from such Casualty, and shall proceed with reasonable diligence not to exceed 60 days to restore the Project and Premises (the
"Restoration") to substantially the same condition as it existed before such Casualty, except for modifications required by applicable Laws or
covenants, conditions and restrictions, and modifications deemed desirable by landlord; provided, however, that Landlord shall not be required to
repair or replace any of the Leasehold Improvements or any of Tenant's Personal Property (all of which shall be promptly repaired, restored and/or
replaced by Tenant). Landlord shall have no liability for any inconvenience or annoyance to Tenant or injury to Tenant's business as a result of any
Casualty, or the Restoration, regardless of the cause therefor. Base Rent, and Additional Rent payable under Sections 4.2 and 4_3, shall abate if and
to the extent Tenant ceases to occupy a material portion of the Premises that was damaged by a Casualty and rendered unfit for occupancy (for the
Permitted Use) as a result thereof, for the period of time commencing on the date Tenant vacates such damaged portion of the Premises and
'continuing until the Premises Restoration is substantially complete (as reasonably determined by Landlord); provided, however, that such abatement
shall be limited to the proceeds of rental interruption insurance proceeds with respect to the Prernises and such Casualty collected by Landlord.
13.1.2 Exceptions to Landlord's Obligations. Notwithstanding anything to the contrary contained in this Section 13.1,
Landlord shall have no obligation to repair the Premises and shall have the right to terminate this Lease in any case where: (a) any portion of the
Premises or any material portion of the Project is damaged and (b) any of the following conditions exist: (i) Landlord estimates in good faith that the
Restoration cannot reasonably be completed (without the payment of overtime) within one hundred eighty (180) days of Landlord's discovery of the
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Casualty Damage, (it) the Holder of any Security Instrument requires any insurance proceeds with respect to such Casualty Damage to be applied to
the outstanding balanced the obligation secured by such Security Instrument. (iii) the cost of the Restoration is not fully covered by insurance
proceeds available to Landlord and/or payments received by Landlord firom tenants, (iv) Tenant shall be entitled to an abatement of Rent under this
Section 13.1 for a period of time in excess of thirty-three percent (33%) of the remainder of the Term, or (v) such Casualty occurs during the last
eighteen (18) months of the Tenn (disregarding Extension Terms, if any). Such right of termination shall be exercisable by Landlord by delivery of
written notice to Tenant at any time following the Casualty until sixty (60) days following the later of: (A) delivery of the Damage Notice or (B)
Landlord's discovery or determination of any of the events described in clauses (i) through (v) of the preceding sentence, and shall be effective upon
delivery of such notice of termination (or if Tenant has not vacated the Premises, thirty (30) days thereafter).
13.1.3 Waiver. Landlord and Tenant agree that the provisions of this Section 13.1 and the remaining provisions of this Lease
shall exclusively govem the rights and obligations of the parties with respect to any and all damage to, or destruction of, all or any portion of the
Premises or the Project, and Landlord and Tenant hereby waive and release each and all of their respective common law and statutory rights
inconsistent herewith, whether now or hereinafter in effect (including, without limitation, Sections 1932(2) and 1933(4) of the California Civil Code,
as amended from time to time).
13.2 Takine. If the whole or a material portion of the Premises, the Building or the Project shall be taken under the power of eminent
domain, or sold to prevent the exercise thereof (collectively, a "Taking"), this Lease shall automatically terminate as of the earlier of the date of
transfer of title resulting from such Taking or the date of transfer of possession resulting from such Taking (the "raking Date"). In the 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 thereof, Landlord may terminate this Lease upon thirty (30) days written notice to Tenant given at any time within sixty (60) days
following the Taking Date. If a portion of the Premises is so taken and this Lease is not terminated: (a) Landlord shall, with reasonable diligence
and at Landlord's cost (to the extent of the condemnation award received by Landlord), proceed to restore (to the extent permitted by Laws and
covenants, conditions and restrictions then applicable to the Project) the Premises (other than Tenant's Personal Property and Leasehold
Improvements that are not consistent with then Building Standards) to a complete, functioning unit and (b) the Base Rent payable hereunder shall be
reduced proportionately based on the portion of the Premises so taken. Except as expressly provided otherwise in this Section 13.2, the entire award
for any Taking shall belong to Landlord (without deduction for any estate or interest of Tenant), except that Tenant shall be entitled to independently
pursue a separate award for the loss of, or damage to, Tenant's Personal Property and Tenant's relocation costs directly associated with the Taking
(but Tenant shall not otherwise assert any claim against Landlord or the condemning authority). No Taking of any portion of the Premises, the
Building or the Project (or any portion thereof) for a period of less than two hundred seventy (270) days (a "Temporary Taking") shall terminate
this -Lease or entitle Tenant to any abatement of the Rent: payable to. Landlord under this Lease; provided, however, that any award for any such
Temporary Taking shall belong to Tenant, but only to the extent that the award applies to any time period during the Term of this Lease. This
Section 13.2 shall be Tenant's sole and exclusive remedy in the event of a Taking. Each party hereby waives the provisions of Sections 1265.130
and 1265.150 of the California Code of Civil Procedure and the provisions of any successor or other law of like import.
ARTICLE 14— INDEMNIFICATION AND INSURANCE
14.1 Waiver of Liability and Indemnification. Except to the extent expressly provided to the contrary herein, Tenant hereby waives
all claims and causes of action against Landlord and all of the other Landlord Patties for any damage to persons or property (including, without
limitation, loss of profits and intangible property) in any way relating to Tenant's use and occupancy of the Premises from any cause whatsoever,
including, without limitation fire, explosion, falling plaster, steam, gas, air contaminants or emissions, electricity, electrical or electronic emanations
or disturbance, water, rain or snow or leaks from any part the Building or from the pipes, appliances, equipment or plumbing works or from the roof,
street or sub -surface or from any other place or caused by dampness, vandalism, malicious mischief. Tenant shall indemnify, defend, protect and
hold harmless Landlord and each of the Landlord Parties from and against any and all Claims that arise out of, are occasioned by or are in any way
attributable to: (a) the use or occupancy of the Premises or any portion of the Project by Tenant, (b) the acts or omissions of Tenant or any Tenant
Party, (c) any default of this Lease by Tenant, or (d) any litigation or other proceedings between Tenant and any third party; provided that Tenant
shall not be required to so indemnify, defend or hold Landlord or any of the other Landlord Parties harmless to the extent that any such Claims arise
out of the gross negligence or willful misconduct of Landlord, its agents or employees.
14.2 Insurance. At all times during the Tenn of this Lease, Tenant shall: (a) procure and maintain, at its sole expense, the insurance
policies described in Exhibit "G", attached hereto and (b) otherwise comply with each and all of the obligations and requirements set forth in Exhibit
"G". Landlord makes no representation that the insurance coverage specified to be carried by Tenant pursuant to this Exhibit "G" is adequate to
protect Tenant against Tenant's undertakings under the terms of this Lease or otherwise, and if Tenant believes that such insurance coverage required
under this Lease is insufficient, at its own expense. Tenant shall provide such additional insurance as Tenant deems adequate.
14.3 Waiver of Subrogation. Notwithstanding any provision of this Article 14 to the contrary, Landlord and Tenant intend that their
respective property damage loss risks shal I be home by their respective insurance carriers to the extent of the property damage insurance that each of
Landlord and Tenant are required to carry under Exhibit "G", and except as expressly provided otherwise in this Lease, in the event of a property
loss, each of Landlord and Tenant hereby agree to look solely to, and seek recovery only from, their respective property damage insurance carriers to
the extent that such property loss is of a type that is covered by the property damage insurance it is required to carry under Exhibit "G". As long 0
such waivers of subrogation are reasonably available, each of the parties hereto hereby waives all of its rights and claims against each of the other
parties hereto for such losses, and provided such waiver of subrogation shall not affect the right of such party as the insured under its property
damage policy (or policies) to recover thereunder, waives all of the rights of subrogation of its property damage insurers. The parties hereto further
agree that, so long as no material additional premium is charged therefore, their respective property insurance policies are now, or shall be, endorsed
such that the foregoing waiver of subrogation shall not affect the right of the insured to recover thereunder.
ARTICLE 15 — EVENTS OF DEFAULT AND REMEDIES
15.1 Events of Default By Tenant. The occurrence of any of the following shall constitute a material default and breach of this
Lease by Tenant (an "Event of Default"):
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15.1.1 Any failure by Tenant to pay any Rent or any other charge required to be paid under this Lease, or any part thereof (or
to perform any of its obligations under Article 6 above), if such failure continues for three (3) days following Landlord's delivery of written notice
thereof.
15.1.2 The abandonment of the Premises by Tenant, or the vacation of the Premises by Tenant for a period of ten (10)
consecutive days (with or without the payment of Rent), or the failure of Tenant to take occupancy of the Premises within thirty (30) days of the
Commencement Date (it being agreed that the fact that any of Tenant's Property remains in the Premises shall not be evidence that Tenant has not
vacated or abandoned the Premises).
15.1.3 Any failure by Tenant to execute and deliver any statement or document described in Article 12 requested by Landlord
within the time periods specified therein, if such failure continues for three (3) days after Landlord's delivery of written notice thereof.
15.1.4 The failure by Tenant to observe or perform any other provision of this Lease to be observed or performed by Tenant,
other than those described in Sections 15.1.1, 15_1.2 and 15_1.3 above, if such failure continues for twenty (20) days (except where a different period
of time is specified in this Lease, in which case such different time period shall apply) after Landlord's delivery of written notice them mP, provided,
however, that if the nature of the default is such that it cannot be cured within the twenty (20) day period, no Event of Default shall exist if Tenant
commences the curing of the default within the twenty (20) day period and thereafter diligently prosecutes the same to completion.
15.1.5 The making or furnishing by Tenant of any warranty, representation or statement to Landlord in connection with this
Lease, or any other agreement to which Tenant and Landlord are parties, which is false or misleading in any material respect when made or
furnished.
15.1.6 The assignment, subletting or other Transfer, or any attempted assignment, subletting or other Transfer, of this Lease in
violation of Article 11.
15.1.7 The filing or execution or occurrence of any one of the following: (a) a petition in bankruptcy or other insolvency
proceeding by or against Tenant or any general partner of Tenant, (b) a petition or answer by Tenant or any general partner of Tenant seeking relief
under any provision of the Bankruptcy Act, (c) an assignment by Tenant or any general partner of Tenant for the benefit of creditors, (d) a petition or
other proceeding by or against Tenant or any general partner of Tenant for the appointment of a trustee, receiver or liquidator of Tenant or any
,general partner of Tenant or any property -of Tenant or any,. geneml;parmer of Tenant, (e) a proceeding by any governmental authority for the
dissolution or liquidation of Tenant or any general partner of` Tenant or any other instance whereby Tenant or any general partner of Tenant shall
cease doing business as a going concern, or (t) an admission by Tenant or any general partner of Tenant of its inability to pay its debts as they
become due
15.1.8 The default by any guarantor of Tenant's obligations hereunder under any guaranty of this Lease, the attempted
repudiation or revocation of any such guaranty or the participation by any such guarantor in any other event described in this Section l5 l (as if this
Section 15. 1.8 referred to such guarantor in place of Tenant).
15.1.9 Any default that continues beyond the applicable notice and cure period by Tenant or any Affiliate of Tenant under any
lease (other than this Lease) between: (a) Landlord or any Affiliate of Landlord and (b) Tenant or any Affiliate of Tenant.
All of the notices described in this Section 15.1 shall be in lieu of, and not in addition to, any notice required under Section 1 l6l of the
California Code of Civil Procedure or any other law now or hereafter in effect requiring that notice of default be given prior to the commencement of
an unlawful detainer or other legal proceeding.
15.2 Remedies. Upon the occurrence of any Event of Default by Tenant, in addition to any other remedies available to Landlord at
law or in equity, without any further notice or demand whatsoever Landlord shall have the option to pursue any one or more of the remedies
described in Section I of Exhibit "H", attached hereto, each and all of which shall, subject to applicable law, be cumulative and nonexclusive (and all
of the other provisions of Section l of Exhibit "H" shall apply to an Event of Default by Tenant hereunder).
ARTICLE 16—LANDLORD DEFAULT; LANDLORD'S LIABILITY
16.1 Landlord Default. Landlord's failure to perform or observe any of its obligations under this Lease shall constitute a material
default by Landlord under this Lease (a "Landlord Default') only if such failure shall continue for a period of thirty (30) days after Landlord (and
each Notified Party) receives written notice from Tenant specifying (and describing in reasonable detail) the alleged default (and identifying the
applicable Lease provision(s)); provided, however, that if the nature of the default is such that it cannot be cured within the thirty (30) day period, no
Landlord Default shall exist if Landlord (or any Notified Party) commences the curing of the applicable default within thirty (30) days following its
receipt of Tenant's default notice and thereafter diligently prosecutes the same to completion. Subject to the remaining provisions of this Lease,
following the occurrence of any Landlord Default, Tenant shall have the right to pursue any remedy available under Law for such Landlord Default
by Landlord; provided, however, that in no case shall Tenant have any right to terminate this Lease on account of any such Landlord Default.
16.2 Landlord's Lease Undertakings. Notwithstanding anything to the contrary contained in this Lease or any other Lease
Documents, it is expressly understood and agreed by and between the parties hereto that: (a) the recourse of Tenant or its successors or assigns
against Landlord (and the liability of Landlord to Tenant, its successors and assigns) with respect to: (i) any actual or alleged breach or breaches by
or on the part of Landlord of any of Landlord's Lease Undertakings or (ii) any matter relating to Tenant's use or occupancy of the Premises shall be
limited to an amount equal to the lesser of. (x) Landlord's equity interest in the Building and (y) the equity interest Landlord would have in the
Building if the Building were encumbered by independent secured financing equal to eighty percent (80%) of the value of the Building; (b) Tenant
shall have no recourse against any other assets of Landlord or any other Landlord Parties (or their officers, directors or shareholders); (c) except to
the extent of Landlord's equity interest in the Building(to the extent provided above), no personal liability or personal responsibility of any sort with
respect to any of Landlord's Lease Undertakings or any alleged breach thereof is assumed by, or shall at any time be asserted or enforceable against,
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Landlord or any of the other Landlord Parties, and (d) at no time shall Landlord be responsible or. liable to Tenant for any lost profits, lost economic
opportunities or any form of consequential damage as the result of any actual or alleged breach by Landlord of Landlord's Lease Undertakings or in
connection with any other matter relating to Tenant's use or occupancy of the Premises.
16.3 Sale by Landlord, A sale or conveyance by Landlord of the Project or of any portion thereof containing the Premises shall
operate to release Landlord from any liability with respect to any of the agreements, obligations, covenants or conditions, express or implied, herein
contained in favor of Tenant that are to be performed after (and/or that first accrue after) such sale or conveyance, and Tenant agrees to look solely to
the successor in interest of Landlord in and to this Lease for the performance of all of the agreements, obligations, covenants or conditions, express or
implied, herein contained in favor of Tenant that are to be performed after (or that first accrue after) such sale or conveyance (and for satisfaction of
all liabilities arising out of the same). This Lease shall not be affected by any such sale, however, and Tenant agrees to attorn to the purchaser or
assignee, such attornment to be effective and self -operative without the execution of any further instruments by any of the parties to this Lease.
ARTICLE 17 - MISCELLANEOUS
17.1 Notices. All notices, requests and/or demands which Landlord or Tenant may be required, or may desire, to serve on the other
(or any Holder) shall, except as expressly provided otherwise herein, be in writing and may be served, as an alternative to personal service, by
mailing the same by registered or certified mail, postage prepaid, or by a reputable overnight courier service, which provides evidence of delivery,
addressed to the Landlord at the address for Landlord set forth in Item 11.2 of the Basic Lease Provisions and to Tenant at the address for Tenant set
forth in Item 1 1.1 of the Basic Lease Provisions, or, from and after the Commencement Date, to the Tenant at the Premises whether or not Tenant has
departed from, abandoned or vacated the Premises, or addressed to such other address or addresses as either Landlord or Tenant may from time to
time designate written notice to the other. Any such notice, request or demand shall be deemed to have been served at the time the same was posted.
17.2 Brokers. The parties recognize as the broker(s) who procured this Lease, the firm(s) specified in Item 9 of the Basic Lease
Provisions and agree that Landlord shall be solely responsible for the payment of any brokerage commissions to said broker(s), and that Tenant shall
have no responsibility therefor unless written provision to the contrary has been made a part of this Lease. If Tenant has dealt with any other person
or real estate broker in respect to leasing, subleasing or renting space in the Building, Tenant shall be solely responsible for the payment of any fee
due said person or firm and Tenant shall protect, indemnify, hold harmless and defend Landlord from any Claims relating thereto.
17.3 Rights Reserved by Landlord.
17.3.1 Entry by Landlord. Landlord may enter the Premises at all reasonable times to: (a) inspect the same; (b) exhibit the
same to prospective purchasers, lenders or tenants; (c) determine whether Tenant is complying with all of its obligations under this Lease; (d) supply
janitorial and other services to he provided by Landlord to Tenant under this Lease; (e) post notices of non -responsibility; (e) exercise any of
Landlord's rights or perform any of Landlord's obligations under this Lease•, (f) make repairs or improvements in or to the Project or the Premises
(provided, however, that all such work shall be done as promptly as reasonably possible and so as to cause as little interference to Tenant as
reasonably possible) or (g) for any other reasonable purpose. Tenant hereby waives any claim for damages for any injury or inconvenience to, or
interference with, Tenant's business, any loss of occupancy or quiet enjoyment of the Premises or any other loss occasioned by such entry. Landlord
shall at all times have and retain a key with which to unlock all of the doors in, on or about the Premises (excluding Tenant's vaults, safes and similar
areas designated by Tenant in writing in advance), and Landlord shall have the right to use any and all means by which Landlord may deem proper to
open such doors to obtain entry to the Premises, and any entry to the Premises obtained by Landlord by any such means, or otherwise, shall not under
any circumstances be deemed or construed to be a forcible or unlawful entry into or a detainer of the Premises or an eviction, actual or constructive,
of Tenant from any part of the Premises. Such entry by Landlord shall not act as a termination of Tenant's dudes under this Lease. If Landlord shall
be required to obtain entry by means other than a key provided by Tenant, the cost of such entry shall be payable by Tenant to landlord.
17.3.2 Right to Lease; Proiect or Building Name and SI na e. Landlord reserves. the absolute right to: (a) lease space in
the Project and to create such other tenancies in the Project as Landlord, in its sole business judgment, shall determine is in the best interests of the
Project; (b) to change the name or street address of the Building and/or the Project; and (c) to install, affix and maintain any and all signs on the
exterior and on the interior of the Building and/or the Project as Landlord may so desire, in its sole discretion. Landlord does not represent and
Tenant does not rely upon any specific type or number of tenants occupying any space in the Building or the Project during the Tenn of this Lease.
Tenant shall not, without the prior written consent of Landlord, use the name of the Building and/or the Project, or any pictures or illustrations of the
Building and/or the Project, in Tenant's advertising or in any other publicity, and to the extent that Landlord grants such consent, shall refer to the
Building and/or the Project by the name designated by Landlord.
17.3.3 The Other Improvements. If portions of the Project or property adjacent to the Project (collectively, the "Other
Improvements") are owned by an entity other than Landlord, Landlord, at its option, in its sole and absolute discretion, may enter into an agreement
with the owner or owners of any or all of the Other Improvements to provide: (a) for reciprocal rights of access and/or use of the Project and the
Other Improvements; (b) for the common management, operation, maintenance, improvement and/or repair of all or any portion of the Project and
the Other Improvements; (c) for the allocation of a portion of the Operating Expenses to the Other Improvements and the operating expenses and
taxes for the Other Improvements to the Project; and (d) for the use or improvement of the Other Improvements and/or the Project in connection with
the improvement, construction, andfor excavation of the Other Improvements and/or the Project. Nothing contained herein shall be deemed or
construed to litnit or otherwise affect Landlord's right to convey all or any portion of the Project or any other of Landlord's rights described in this
Lease
17.3.4 Renovation of the Project and Other Improvements/Construction of New Improvements. Tenant acknowledges
that portions of the Project and/or the Other Improvements may be under construction following Tenant's occupancy of the Premises, and that such
consuuction may result in levels of noise, dust, obstmetion of access, etc. which are in excess of that present in a billy constructed project. Tenant
acknowledges and agrees that Landlord may alter, remodel, improve and/or renovate (collectively, the "Construction Work") the Building,
Premises, and/or the Project (including, without limitation, by constructing new improvements in Common Areas), and in connection with any
Construction Work, Landlord may, among other things, erect scaffolding or other necessary structures in the Building, or elsewhere in or at the
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Project, restrict access to portions of the Project, including portions of the Common Areas, or perform work in the Building and/or the Project.
Tenant hereby agrees that such Construction Work and Landlord's actions in connection with such Construction Work shall in no way constitute a
constructive eviction of Tenant nor entitle Tenant to any abatement of Rent. Landlord shall have no responsibility or liability to Tenant for any
injury to or interference with Tenant's business arising from any such Construction Work, and Tenant shall not be entitled to any damages from
Landlord for loss of use of the Premises, in whole or in part, or for loss of Tenant's personal property or improvements, resulting &am the
Construction Work or Landlord's actions in connection therewith or for any inconvenience occasioned by such Construction Work or Landlord's
actions in connection therewith.
17.3.5 Other Rights Reserved by Landlord. Landlord reserves the following rights exercisable without notice (except as
otherwise expressly provided to the contrary in this Lease) and without being, deemed an eviction or disturbance of Tenant's use or possession of the
Premises or giving rise to any claim for set-off or abatement of Rent: (a) to designate and/or approve prior to installation, all types of signs, window
shades, blinds, drapes, awnings or other similar items, and all internal lighting that may be visible from the exterior of the Premises and,
notwithstanding the provisions of Article 10, the design, arrangement, style, color and general appearance of the portion of the Premises visible from
the exterior, and contents thereof, including, without limitation, furniture, fixtures, signs, art work, wall coverings, carpet and decorations, and all
changes, additions and removals thereto, shall, at all times have the appearance of premises having the same type of exposure and used for
substantially the same purposes that are generally prevailing in first class office buildings in the area; (b) to display the Premises and/or the Building
and/or the Project to mortgagees, prospective mortgagees, prospective purchasers and ground lessors at reasonable hours upon reasonable advance
notice to Tenant; (c) to change the arrangement of entrances, doors, corridors, elevators and/or stairs in the Building and/or the Project, provided no
such change shall materially adversely affect access to the Premises; (d) to grant any party the exclusive right to conduct any business or render any
service in the Building or in the Project, provided such exclusive right shall not operate to prohibit Tenant from using the Premises for the purposes
permitted under this Lease; (e) to prohibit the placement of vending or dispensing machines of any kind in or about the Premises other than for use by
Tenant's employees; (f) to prohibit the placement of video or other electronic games in the Premises; (g) to have access for Landlord and other
tenants of the Building to any mailchutes and boxes located in or on the Premises according to the rules of the United States Post Office and to
discontinue any mail chute business in the Building and/or the Project; (h) subject to Tenant's rights of access under Section 2.1.3, to close the
Building after normal business hours, except that Tenant and its employees and invitees shall be entitled to admission at all times under such rules
and regulations as Landlord prescribes for security purposes; (i) to install, operate and maintain surveillance systems which monitor, by closed circuit
television or otherwise, all -persons entering or leaving the Building and/or the Project; @ to install and maintain pipes, ducts, conduits, wires and
structural elements located in the Premises which serve other parts or other tenants of the Building and/or the Project; (k) to retain at all times master
keys -or pass keys to the Premises; (1) to modify, change„ add to. cr delete the design, configuration, layout, size, ingress, egress, areas, method of
operation, and other characteristics of or relating to the Parking Facilities at any time, and/or to provide for nonuse, partial use or restricted use of
portions thereof, (m) to delegate control of the Parking Facilities to a packing operator (and/or to master lease the Parking Facilities to a parking
operator) in which case Landlord may assign any or all of the rights, including rights of control, attributed hereby to the Landlord to such parking
operator, and (n) to take (and require Tenant to take) reasonably appropriate action to comply with any Law or mandatory controls or voluntary
controls promulgated by any governmental or quasi-govemmentat authority or public utility relating to: (1) the use or conservation of energy, water,
gas, light or electricity, reduction of automobile or other emissions, or the provision of any other utility or service and/or (ii) the reduction and/or
management of traffic, transportation or parking in or around the Project.
17.4 Light and Air. No diminution or shutting off of any light, air or view by any structure now or hereafter erected shall in any
manner affect this Lease or the obligations of Tenant hereunder, or increase any of the obligations of Landlord hereunder.
17.5 Force Maieure. Landlord shall incur no liability to Tenant with respect to, and shall not be responsible for any failure to
perform any of Landlord's obligations hereunder if such failure is caused by any reason beyond the control of landlord, including, but not limited to,
strike, labor trouble, governmental rule, regulations, ordinance, statute or interpretation, or by fire, earthquake, civil commotion, or failure or
disruption of utility services (a "Force Majeure Event"). The amount of time for Landlord to perform any of Landlord's obligations shall be
extended by the amount of time Landlord is delayed in performing such obligation by reason or any such Force Majeure Event whether similar to or
different from the foregoing types of occurrences.
17.6 Attorneys' Fees: Governing Law: No Counterclaim: Choice of Laws; Waiver of Jury Trial.
17.6.1 Attorneys' Fees. If either Landlord or Tenant shall commence any action or other proceeding against the other arising
out of, or relating to, this Lease or the Premises, the prevailing party shall be entitled to recover from the losing party, in addition to any other relief,
its actual attorneys' fees irrespective of whether or not the action or other proceeding is prosecuted to judgment and irrespective of any court
schedule of reasonable attorneys' fees. In addition, Tenant shall reimburse Landlord, upon demand, for all reasonable attorneys' fees incurred in
collecting Rent or otherwise seeking enforcement against Tenant, its sublessees and assigns, of Tenant's obligations under this Lease.
17.6.2 Governing Law. This Lease shall be governed by, and construed in accordance with, the laws of the state of
California (without regard to its conflict of laws principles).
17.6.3 Choice of Jurisdiction. Tenant hereby submits to local jurisdiction in the State of California and agrees that any
action by Tenant against Landlord shall be instituted in the State of California and that Landlord shall have personal jurisdiction over Tenant for any
action brought by Landlord against Tenant in the State of California.
17.6.4 Waiver of Trial by Jurv. TO THE FULLEST EXTENT PERMITTED BY LAW, LANDLORD AND TENANT
EACH EXPRESSLY WAIVE THEIR RIGHT TO TRIAL BY JURY IN ANY TRIAL HELD AS A RESULT OF A CLAIM ARISING OUT OF OR
IN CONNECTION WITH THIS LEASE IN WHICH LANDLORD AND TENANT ARE ADVERSE PARTTES. THE FILING OF A CROSS-
COMPLAINT BY ONE AGAINST THE OTHER IS SUFFICIENTTO MAKE THE PARTIES "ADVERSE"
17.7 OFAC Compliance. Tenant represents, warrants and covenants to Landlord: (a) that neither the Tenant nor any person or entity
that directly owns a 10% or greater equity interest in it nor any of its officers, directors or managing members is a person or entity with whom U.S.
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persons or entities are restricted from doing business under OFAC regulations (including those named on OFAC's Specially Designated and Blocked
Persons List) or under any statute, executive order (including, without limitation, Executive Order 13224, or other governmental action, (b) that
Tenant's activities do not violate the Money Laundering Act, and (c) that throughout the tern of this Lease the Tenant shall comply with Executive
Order 13224 and with the Money Laundering Act.
17.8 State Specific Requirements.
17.8.1 California Civil Code Section 1938. As of the date of this Lease, the Premises, Building and Project have not been
inspected by a Certified Access Specialist ("CASp") as referred to in Section 1938 of the California Civil Code. A CASp can inspect the subject
premises and determine whether the subject premises comply with all of the applicable construction -related accessibility standards under state law.
Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the lessee
or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested by
the lessee or tenant, The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for
the CASp inspection, and the cost of making any repairs necessary to correct violations of construction -related accessibility standards within the
Premises.
17.8.2 California Public Resources Code Section 25402.10, Pursuant to California Public Resources Code Section
25402.10 and the regulations adopted thereunder (together with any furore law or regulation regarding disclosure of energy efficiency data with
respect to the Project, the "Electrical Energy Disclosure Laws"): (a) Landlord is or may be required to disclose to third parties (including, without
limitation, prospective purchasers, lenders and tenants of the Project) information concerning the amount of electrical power consumed at the Project
("Electrical Energy Use Disclosures"), and (b) in order to make such Electrical Energy Use Disclosures, Landlord may need to obtain information
regarding Tenant's consumption of electrical power in the Premises (if and to the extent that delivery of electrical power to the Premises or any
applicable portion thereof that is treasured by a meter in Tenant's nine). Accordingly, Tenant agrees to cooperate with Landlord in connection with
any such Electrical Energy Use Disclosures, including, without limitation, by providing to Landlord, within ten (10) days following Lessor's request
therefor: (i) copies of (or access to) bills or other records reflecting the delivery of electrical power to the Premises or any applicable portion thereof
that is measured by a meter in Tenant's name and/or (it) other information (such as without limitation, the number of employees regularly working at
the Premises (or any applicable portion thereof), the types of equipment regularly used at the Premises (or any applicable portion thereof) and/or the
regular operating hours at the Premises (or any applicable portion thereof)) that is reasonably required for Landlord to estimate the amount of
electrical power consumed at the Premises.
17.9 Fair Employment Practices/Non-Discrimination. Landlord agrees, subject to applicable laws, rules and regulations, that no
person shall be subject to discrimination in the performance of this Lease on the basis of race, color, religion, national origin, sex, sexual orientation,
gender identity, AIDS, HIV status, age, disability, handicap or veteran status. Landlord shall take affirmative action to ensure that applicants are
employed and that employees are treated during employment without respect to any of these bases, including but not limited to employment,
upgrading, demotion, transfer, recruitment, recruitment advertising, layoff, termination, rates of pay or other forms of compensation, and selection for
training, including apprenticeship.
t7. 10 Interpretation. Tenant acknowledges that it has read and reviewed this Lease and that it has had the opportunity to confer with
counsel in the negotiation of this Lease. Accordingly, this Lease shall be construed neither for nor against Landlord or Tenant, but shall be given a
fair and reasonable interpretation in accordance with the meaning of its terms and the intent of the parties. All captions, headings, titles, numerical
references and computer highlighting are for convenience only and shall have no effect on the interpretation of this Lease. All terms and words used
in this Lease, regardless of the number or gender in which they are used, shall be deemed to include the appropriate number and gender, as the
context may require. Each covenant, agreement, obligation or other provision of this Lease to be performed by Tenant are separate and independent
covenants of Tenant, and not dependent on any other provision of this Lease. Time is of the essence of this Lease and the performance of all
obligations hereunder. In the event any provision of this Lease is found to be unenforceable, the remainder of this Lease shall not be affected, and
any provision found to be invalid shall he enforceable to the extent permitted by law. The parties agree that if two different interpretations may be
given to any provision hereunder, one of which will render the provision unenforceable, and one of which will render the prevision enforceable, the
interpretation rendering the provision enforceable shall be adopted.
IT 11 No Partnership or .Joint Venture; No Third Party Beneficiaries. Nothing contained in this Lease shall be deemed or
construed to create the relationship of principal and agent, or partnership, or joint venture, or any other relationship between Landlord and Tenant
other than landlord and tenant Landlord shall have no obligations hereunder to any person or entity other than Tenant or any person or entity
claiming through Tenant, and no other parties shall have any rights hereunder as against Landlord. For the avoidance of doubt, it is understood and
agreed that Persons that are Landlord Parties are intended third party beneficiaries of and shall have the right to enforce Sections 14.1, 14.21 14.3 and
16.2 above
17.12 Entire Agreement; Amendment, Successors; Survival of Obligation , This Lease contains all of the agreements and
understandings relating to the leasing of the Premises and the obligations of Landlord and Tenant in connection with such leasing. Landlord has not
made, and Tenant is not relying upon, any warranties, or representations, promises or statements made by Landlord or any agent of Landlord, except
those expressly set forth herein. This Lease supersedes any and all prior agreements and understandings between Landlord and Tenant and alone
expresses the agreement of the parties. This Lease shall not be amended, changed or modified in any way unless in writing executed by Landlord
and Tenant. Landlord shall not have waived or released 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 Tenant contained herein shall bind or inure to the benefit of Landlord and
Tenant and their respective successors and assigns, provided this clause shall not permit any Transfer by Tenant contrary to the provisions of Article
.11. Any obligations of Tenant accruing prior to the expiration of this Lease shall survive the termination of this Lease, and Tenant shall promptly
perform all such obligations whether or not this Lease has expired.
17.13 Prohibition Against Recording, Neither this Lease nor any memorandum, affidavit or other writing with respect thereto shall
be recorded by Tenant or by anyone acting through, under or on behalf of Tenant.
801 W Ovic Center Dr—Clry of Santa Ana Lease -17-
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17.14 Confidentiality. Tenant agrees that: (a) the terns and provisions of this Lease are subject to the terns of the California Public
Records Act and Freedom of information Act
17.15 No Offer to Lease. The submission of this Lease to Tenant or its Broker or other agent, does not constitute an offer to Tenant to
lease the Premises. This Lease shall have no force and effect until: (a) it is executed and delivered by Tenant to Landlord, (b) it is fully reviewed
and executed by Landlord and (c) all conditions to the effectiveness of this Lease are satisfied (or waived by the applicable party); provided,
however, that, upon execution of this Lease by Tenant and delivery to Landlord, such execution and delivery by Tenant shall, in consideration of the
time and expense incurred by Landlord in reviewing this Lease and Tenant's credit, constitute an offer by Tenant to Lease the Premises upon the
terms and conditions set forth herein (which offer to Lease shall be irrevocable for twenty (20) business days following the date of delivery).
17.16 Authors If Tenant signs as a corporation, partnership, limited liability company or other similar entity, each of the persons
executing this Lease on behalf of Tenant does hereby covenant and warrant that Tenant is a duly authorized and existing entity, that Tenant has and is
qualified to do business in the state of California, that Tenant has full right and authority to enter into this Lease, and that each of both of the persons
signing on behalf of Tenant are authorized to do so. Upon Landlord's request, Tenant shall provide Landlord with evidence reasonably satisfactory
to Landlord confirming the foregoing covenants and warranties. The person executing this Lease on behalf of Landlord hereby covenants and
warrants that Landlord has full right and authority to enter into this Lease and that the person signing on behalf of Landlord is authorized to do so.
17.17 Counterparts; Facsimile Execution. This Lease may be executed in counterparts each of which shall be deemed as an original,
but all of which taken together shall constitute one and the same document. Each of the parties hereto agree that the. delivery of an executed copy or
counterpart of this Lease by facsimile or email shall be legal and binding and shall have the same full force and effect as if an original executed copy
or counterpart of this Lease had been delivered.
[Signatures Appear on Next Page/
801 IPCivic Center Dr -City ofSanM Ana Lease -Is-
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IN WITNESS WHEREOF, this Lease is hereby executed as of the Effective Date.
LANDLORD:
TENANT:
CF SANTANA, LLC,
THE CITY OF SANTA ANA,
a Delaware limited liability company
a Municipal corporation.
By:
By.
Name:
Name: Cynthia J. Kurtz
Title:
Title: Interim City Manager
ATTEST:
By:
Name: Maria Huizar
Title: Clerk of the Council
Effective Date: , 2017
APPROVED AS TO FORM:
Sonia R. Carvalho, City Attorney
Lisa Storck, Asst. City Attorney
RECOMMEND APPROVAL:
Konert M. Lur Schmede, Intenm Executive Director
Community Development Agency
801 IV Civic Center Dr—City of Santa Ana Lease -19-
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1q_25B-26
EXHIBIT "B"
NOTICE OF LEASE TERM DATES
To:
Re: Office Lease dated_, 20_ (the "Lease") between CF SANTANA, LLC, a Delaware limited liability company
("Landlord'), and the City of Santa Ane, a charter city and municipal wrporation ("Tenant') concerning Suite 200 on floor 2 of the office
building located at 801 West Civic Center Drive, Santa Ana, California. — —
Ladies and Gentlemen:
In accordance with the Lease, we wish to advise you and/or confirm as follows:
I. The Premises are substantially completed, and the Tenn shall commence on or has commenced on for a
term of (_) months ending on
2. Base Rent commenced to accrue on , in the amount of $ per month and as more particularly set
forth in Item 4 of the Basic Lease Provisions of the Lease.
_ 3. If the Commencement Date is other than the first, day of the month, the first billing will contain a pro rata adjustment. Each
billing thereafter, with the exception of the final billing, shall be for the full amount of the monthly installment as provided for in the Lease.
4. Your rent checks should be made payable to [[Landlord at the address specified in Item l0 of the Basic Lease Provisions] /
[I 1, LLC, P.O. Box f I f 1].
5. The Premises contains RSF.
G. Tenant's Proportionate Share is %.
LANDLORD: CF SANTANA, LLC,
a Delaware limited liability company
By:
Name
Title:
TENANT: [ ],
[ ]
By:
Name:
Title:
By:
Name:
Title:
801 W Ciple Center Dr—City afSanta Ana Lease -L- Exhibit B
25B-28
EXHIBIT "C"
WORK LETTER
THIS WORK LETTER (this "Work Letter") is attached as Exhibit C to that certain Office Lease (the "Lease') by and between CF
SANTANA, LLC, a Delaware limited liability company ("Landlord") and THE CITY OF SANTA ANA, a Municipal corporation. ("Tenant").
This Work Letter sets forth the terms, covenants and conditions relating to the construction and installation of the Tenant Improvements in the Initial
Premises. All capitalized terms used herein not otherwise defined herein shall have the meanings attributed to such terms in the Lease.
Ll Landlord's Architect and the Engineers. Landlord shall engage (a) Fraser McClellan or another qualified interior architect
selected by Landlord ("Landlord's Architect') to prepare the Construction Drawings (defined below) for the Premises based upon the Final Space
Plan (defined below) and (b) engineering consultants selected by Landlord (the "Engineers") to prepare all engineering plans and drawings for the
structural, mechanical, electrical, plumbing, HVAC, life safety, and sprinkler work relating to the Tenant Improvements for the Premises.
1.2 Final Space Plan; Space Planning Allowance. A copy of the final space plan (and pricing plan) for all Tenant Improvements in
the Initial Premises ("Final Space Plan") is attached hereto as Schedule "C-1". Landlord shall bear all costs and expenses in connection with the
preparation of the Final Space Plan ("Space Planning Costs in an amount equal to $2.898.15 (i.e., $0.15 per RSF in the Initial Premises). Any
Space Planning Costs in excess of $2,898.15 shall be "Tenant Improvement Costs" and shall be deducted from the Allowance Amount.
1.3 Final Working Drawings. Based upon the Final Space Plan, Landlord shall cause the Architect and the Engineers to complete
and deliver to Tenant for Tenant's reasonable approval two (2) copies of complete fully coordinated architectural and (to the extent required)
structural, mechanical, electrical and plumbing working drawings and specifications for the Tenant Improvements in a form which is sufficiently
complete to allow all subcontractors to bid on the work shown therein and to obtain all applicable Permits therefor, if any (defined below)
(collectively, the "Final Working Drawings"), Tenant shall, within five (5) business days after Tenant receives the Final Working Drawings, either:
(a) approve the Final Working Drawings, or (b) disapprove the Final Working Drawings Plan because a Design Problem exists and return the same to
Landlord showing revisions required to eliminate such Design Problem (or Design Problems). If Tenant fails to notify Landlord within five (5)
business days after its receipt of the Final Working Drawings that it approves or disapproves the same, Tenant shall be deemed to have approved the
Final Working Drawings. A "Design Problem" means and shall' exist only if the Final Working Drawings are not consistent with the Final Space
Plan. If Tenantdisapproves the Final Working Drawings. because they contain one or more Design Problems, then Landlord shall cause Landlord's
Architect to make the requested changes thereto to the extent required'ito eliminate such Design Problems and shall resubmit to Tenant such revised
Final Working Drawings, with the foregoing procedure to be repeated until the Final Working Drawings for the Premises are ultimately approved (or
deemed approved) by Tenant (as so approved, the "Approved Working Drawings"). The Approved Working Drawings, as modified by any
Changes (defined below) approved by Landlord, and all parts or components thereof are sometimes referred to herein as the "Construction
Drawings".
L4 Changes In the Final Space Plan and Approved Working Drawings. No Changes (defined below) may be made by Tenant
without the prior written consent of Landlord (in accordance with Section 1.5.1 below); provided, however, that Landlord may withhold its consent
in its sole and absolute discretion to any Change which in Landlord's judgment are unreasonable or would directly or indirectly delay Substantial
Completion (defined below). Tenant acknowledges and agrees that Tenant shall bear the cost of any Changes that are requested by Tenant.
"Changes" means, collectively: (a) any changes, modifications or alterations in either the Final Space Plan or the Approved Working Drawings or in
the Tenant Improvements for the Premises contemplated thereby or (b) any modifications or alterations to the Final Working Drawings requested by
Tenant in accordance with Section 1.3, above (or otherwise), other than any such changes, modifications or alterations that are required in order to
eliminate a Design Problem.
1.5 Landlord's Review.
L5. t Any approval or consent of Landlord hereunder with respect to any portion or component of the Construction Drawings
or the Tenant Improvements shall be granted or withheld on the basis of such standards as Landlord shall establish in good faith from time to time.
Landlord has established (or may establish in the future) Building Standards for the components to be used in the construction of the Tenant
Improvements in the Premises (`Building Standards"). The quality of all Tenant Improvements shall be equal to or of greater quality than the
quality specifications of the Building Standards; provided, however that Landlord may, at Landlord's option, require the Tenant Improvements to
comply with specific Building Standards. Landlord reserves the right to promulgate, establish, modify, delete from, and make other changes to the
Building Standards from time to time.
1.5.2 Landlord's review of any matters (including, without limitation, any requested Changes), as set forth in this Work
Letter, shall be solely for the purpose of protecting Landlord's interests hereunder, and shall not imply Landlord's review of the same, or obligate
Landlord to review the same, for quality, design, Code compliance or other like matters, for the benefit of Tenant or any other party, and Landlord
shall not be responsible for any omissions or errors contained in any such items.
SECTION 2
COST OF THE TENANT IMPROVEMENTS
2.1 Allocation of Costs; Allowance Amount; Tenant Improvement Costs.
2.1.1 Subject to the provisions of this Work Letter, Landlord hereby grants Tenant for the Tenant improvement Costs
(defined below) an amount (the "Allowance Amount') equal to $772.840.00 (i.e., $40.00 per /LSF in the Initial Premises). Tenant shall bear all
801 {YClric Center Or—City ofSmnnAna Lease 1 - ExldbitC
25B-29
Tenant Improvement Costs (defined below) (and all other costs or expenses incurred by Tenant in connection with the design and construction of the
Tenant Improvements) in excess of the Allowance Amount ("Excess Tenant Improvement Costs") in accordance with the provisions of this Work
Letter. Landlord shall have no obligation hereunder to make any payments or disbursements, or to incur any obligation to make any payment or
disbursement in connection with the design and construction of the Tenant Improvements, in a total amount which exceeds the Allowance Amount.
In any event, at all times Tenant shall pay and satisfy in full on a timely basis all obligations for payment incurred by Tenant in connection with the
design and construction of the Tenant Improvements. "Landlord's Architect" means the qualified licensed architect designated by Landlord from
time to time as Landlord's Architect.
2. L2 "Tenant Improvement Costs" means the following: (i) the fees of the Architect and the Engineers in excess of the
Space Planning Allowance; (ii) Landlord's customary supervision fee (the "Supervision Fee") in an amount equal to three percent (3%) of the total
Tenant Improvement Costs (excluding the Supervision Fee); (iii) all fees and costs incurred by, and the cost of documents and materials supplied by,
Landlord and Landlord's consultants in connection with the preparation and review of the Construction Drawings; (iv) the cost of any changes or
modifications in or to the Common Areas or Base Building when such Changes are required in connection with the Tenant Improvements (which
shall include, without limitation, any modifications or alterations to the path of travel from/to public transportation and public rights-of-way, parking
and restroom areas, that are required to cause the same to comply with any applicable Codes); (v) the cost of any Changes to the Consthiction
Drawings or the Tenant Improvements required by Code; (vi) all costs of (or relating to) construction of the Tenant Improvements (without regard to
the amount of the Bid Estimate or Landlord's estimate of total Tenant Improvement Costs), including, without limitation, testing and inspection
costs, trash removal costs, parking fees, after-hours utilities usage, and contractors' fees and general conditions; (vii) the cost of cable and other
telecommunications lines installed as part of the Tenant Improvements, but specifically excluding any costs in connection with the installation of
Tenant's telephone service (which shall be separately installed by Tenant's Agents); (viii) plan check, permit fees, license fees, Title 24 fees and use
taxes; and (ix) the cost of installing Building Standard window coverings; and (x) the costs of the tenant demising walls and public corridor walls and
materials to be installed on the second floor relating to the drywall and, any finishes and hardware on the Premises side of such walls as designated by
Landlord.
2.2 Payment of Excess Tenant Improvement Costs by Tenant. Prior to commencement of performance of the Tenant
Improvements and not later than thirty (30) business days following Landlord's written request therefor, Tenant shall pay to Landlord in cash the
entire Estimated Excess Tenant Improvement Cost (defined in Section 3.2.1 below). If at any time during the course of performance of the Tenant
Improvements, Landlord in good faith determines that the Excess Tenant Improvement Costs to be incurred in connection with performance of the
Tenant Improvements will exceed the amount of any amounts (''Deposits") previously deposited by Tenant with Landlord pursuant to this Section
2_2, then not later than three (3) business days following Landlord's written request therefore, Tenant shall pay to Landlord in cash the amount of
such excess. Any failure by Tenant to pay to Landlord any amount required to be paid to Landlord under this Section 2.2 (or under Section 2.3.2
below) within the time periods specified above shall be treated as failure to pay Rent when the same is due under the Lease, and notwithstanding
anything in this Work Letter or the Lease to the contrary, (a) Landlord shall have the right to require the Contractor (defined below) to discontinue its
performance of the Tenant Improvements until such dine as Tenant complies with the requirements of this Section 2.2, (b) any delays associated with
any such discontinuance shall be deemed Tenant Delays (and shall not, in any case, constitute Landlord Delays) and (c) Landlord shall not be liable
to Tenant for any additional costs, lost profits, lost economic opportunities or any form of consequential damage which may result from any such
discontinuance by Landlord under this Section 2.2.
2.3 Disbursement: Reconciliation of Costs. Landlord shall have the right to disburse the Allowance Amount together with all
Deposits previously made by Tenant (collectively, the "Tenant Credit Amount") for such Tenant Improvement Costs and in such order as Landlord
shall determine. Following final completion of the Tenant [improvements, Landlord shall reconcile (the "TI Cost Reconciliation") the total Tenant
Improvement Costs incurred or disbursed by Landlord hereunder with the Tenant Credit Amount.
2.3.1 If the TI Cost Reconciliation indicates that the total Tenant improvement Costs incurred or disbursed by Landlord
hereunder exceed the Tenant Credit Amount, Tenant shall pay in cash to Landlord, the amount of the excess within three (3) business days of
Landlord's written request therefor.
2.3.2 If the TT Cost Reconciliation indicates that the Tenant Credit Amount exceeds the total Tenant Improvement Costs
incurred or disbursed by Landlord hereunder, then: (a) to the extent of any Deposits made by Tenant, Landlord shall promptly return (or at
Landlord's election, credit against Tenant's obligations to pay Rent next coming due) the amount of such excess Deposits to Tenant, and (b) to the
extent that the TI Cost Reconciliation indicates that Allowance Amount exceeds the total Tenant Improvement Costs incurred or disbursed by
Landlord hereunder (any such excess the "Unapplied Allowance Amount"), then Tenant shall have the right, exercisable on orbefore the first (14)
anniversary of the Commencement Date to deliver a Disbursement Request (together with all of the other items described in Section 2.3.1 above)
requesting: (i) disbursement of funds from the Unapplied Allowance Amount for (a) Tenant Improvement Costs paid directly by Tenant; (ii)
disbursement of up to $193.210.00 (i.e., $10.00 per RSF in the Initial Premises) from the Unapplied Allowance Amount for FF&E Costs (defined
below) incurred by Tenant; and/or (iii) disbursement of up to 596.60500 (i.e., $5.00 per RSF in the Initial Premises) from the Unapplied Allowance
Amount for Cabling & Moving Costs (defined below) incurred by Tenant; provided that, for the avoidance of doubt, Landlord shall have no
obligation under this Section 2.3.2 or otherwise to: (A) disburse any amount in excess of the Unapplied Allowance Amount, (B) disburse more than
the amount specified in clause (ii) above for FF&E Costs, (C) disburse more than the amount specified in clause (iii) above for Cabling and Moving
Costs, (D) disburse any funds firm the Unapplied Allowance Amount for which Tenant first requests disbursement on or after the first anniversary of
the Commencement Date. "FF&E Costs" means costs incurred by Tenant for furniture, fixtures and equipment and cabling for the Premises, and
"Cabling & Moving Costs" means costs incurred by Tenant for cabling installed in the Premises and orfor Tenant's move into the Premises.
2.3.3 Notwithstanding anything to the contrary in this Work Letter (or in any other provisions of this Lease), if the
Allowance Amount exceeds the total Tenant Improvement Costs incurred or disbursed by Landlord hereunder plus any amounts disbursed to Tenant
under Section 2.3.2 above, Tenant shall not be entitled to any credit against or abatement of Rent.
801 JV Civic Center Dr—City of Sana Ana Lease 2 Exhibit C
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SECTION 3
CONSTRUCTION: DELIVERY OF PREMISES: SUBSTANTIAL COMPLETION[ PUNCH LIST ITEMS
3.1 Permits. Landlord will cause Landlord's Architect and the Engineers to submit the Approved Working Drawings to the
appropriate governmental entities and otherwise apply for all applicable building and other permits and approvals (collectively, "Permits") (if any)
necessary or required (in Landlord's good faith discretion) for the Contractor to commence, perform and fully complete the construction of the
Tenant Improvements. Neither Landlord nor any Landlord Party shall have any obligation or liability to Tenant if any Permit (including, without
limitation, any building permit, certificate of occupancy, or equivalent) is not timely or otherwise issued.
3.2 Landlord's Selection and Retention of the Contractor.
3.2.1 Landlord shall submit the Construction Drawings for the Premises on a fixed contract amount (or GMAX) basis to a
general contractor selected by Landlord (the "Contractor"), which Contractor shall be independently retained by Landlord (pursuant to such
construction contract form as Landlord shall in good faith determine) to construct the Tenant Improvements in accordance with the Construction
Drawings. Landlord reserves the right to designate the subcontractor or subcontractors to perform particular trades (or components of) the Tenant
Improvements such as fire/life safety, HVAC, structural and electrical work.
3.2.2 Landlord reserves the absolute right, without the need for consultation with or the consent of Tenant, to terminate the
Contractor for nonperformance (as determined in good faith by Landlord) and in such case Landlord may select another general contractor to
complete the Tenant Improvements. Notwithstanding any provision of this Work Letter to the contrary, Tenant hereby waives all claims against
Landlord, and Landlord shall have no responsibility or liability to Tenant, on account of any nonperformance or any misconduct of any Contractor
(or any subcontractor thereof) for any reason.
3.2.3 If the Tenant Improvements shall constitute "public works: pursuant to Labor Code §1720.2, the following shall apply:
(a) Landlord shall require the Contractor to comply with (and to cause its subcontractors to comply with)
prevailing wage requirements and be subject to restrictions and penalties in accordance with § 1770 at seq. of the Labor Code which requires
prevailing wages be paid to appropriate work classifications in all bid specifications and subcontracts.
(b) Landlord shall require the Contractor to furnish all subcontractors/employees a copy of the Department of
Industrial Relations prevailing wage rates which Lessor will post at the job site. For .further information on prevailing wage:
htw'/kk,ww,dit-.ca.gov/,llsristatisties research hnnl
(c) Landlord shall require the Contractor to comply with (and to cause its subcontractors to comply with) the
payroll record keeping and availability requirement of § 1776 of the Labor Code.
(d) Landlord shall require the Contractor to (and to cause its subcontractors to Lessor/contractor to) make travel
and subsistence payments to workers needed for performance of work in accordance with the Labor Code.
(e) Prior to commencement of work, Landlord shall require the Contractor to contact the Division of
Apprenticeship Standards and comply with § 1777.5, § 1777.6, and § 1777.7 of the Labor Code and Applicable Regulations.
3.3 Delivery of Premises; Substantial Completion; Punch List Items.
3.3.1 Delivery of Premises. Landlord shall deliver the Premises to Tenant upon Substantial Completion of the Tenant
Improvements. Subject to Landlord's obligations under this Work Letter (including Landlord's obligations to perform (or cause to be performed) the
Landlord's Work and to construct (or cause to be constructed) the Tenant Improvements in accordance with the Construction Drawings) and to all of
Landlord's other express obligations under the Lease (including, under Section 9.1 of the Lease), Landlord shall have no duty or obligation to
improve, or pay for any improvement for, the Premises or any portion thereof and Tenant shall accept the same in its Tenant shall accept the
Premises in its then existing condition on the Delivery Date, "AS -IS", "WITH ALL FAULTS".
3.3.2 Substantial Completion. For purposes of this Lease, "Substantial Completion" shall occur upon (and the Premises
shall be "Substantially Complete" upon) the substantial completion of construction of the Tenant Improvements pursuant to the Approved Working
Drawings, as evidenced by a "signoft" on the building permit card by an inspector of the applicable governmental authority (typically the city in
which the Building is located), with the exception of any Punch List Items (defined below) and any tenant fixtures, work -stations, built-in furniture,
or equipment to be installed by Tenant or under the supervision of Contractor.
3.3.3 Punch List Items. After the Substantial Completion by Landlord of the Tenant Improvements, representatives of
Landlord, Tenant and the Contractor shall completely inspect the Premises and complete a list (the "Punch List") of all Punch List Items (defined
below). Authorized representatives of Landlord, Tenant and the Contractor shall execute said Punch List to indicate their approval thereof. Landlord
shall cause the Contractor to complete all Punch List Items described on the Punch List as soon as reasonably possible following the approval of such
Punch List. As used herein, "Punch List Items" means all items of construction which entail one or more details of construction, decoration,
mechanical adjustment or installation that do not materially and adversely affect the use and occupancy of any portion of the Premises for the normal
conduct of Tenant's business.
301 W Civic Center Dr—City of SantaAaa Lease 3 Exhibit C
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3.3.4 Assignment of Warranties. Effective upon completion of the Tenant Improvements, Landlord shall assign to Tenant
all warranties and guaranties by Contractor relating to the Tenant Improvements, and Tenant shall waive (and hereby waives) all claims against
Landlord relating to, or arising out of the construction of, the Tenant Improvements,
SECTION 4
TIME: DELAYS
4.1. Time.
4.1.1 Time of the Essence In This Work Letter. Unless otherwise indicated, all references herein to a "number of days"
shall mean and refer to calendar days. In all instances where Tenant is required to approve or deliver an item, if no written notice of approval is
given or the item is not delivered within the stated time period, at Landlord's sole option, at the end of such period the item shall automatically be
deemed approved or delivered by Tenant and the next succeeding time period shall commence. Except where specific time periods are specified
herein, all references to a "reasonable period" contained in this Work Letter shall mean a reasonable amount of time to respond to the request or
submission in question, taking into consideration all of the circumstances reasonably related to the amount of time required, assuming reasonable
diligence; provided, however, in no case shall such period ever be less than five (5) business days.
4.1.2 Time Deadlines. Tenant shall use its best, good faith, efforts and all due diligence to cooperate with Landlord,
Landlord's Architect and the Contractor to complete all phases of the Construction Drawings and the permitting process and to receive the Permits,
and to achieve Substantial Completion as soon as possible, and, in that regard, shall meet with Landlord on a scheduled basis to be determined by
Landlord, to discuss Landlord's progress in connection with the same.
4.2 Delays.
4.2.1 Tenant Delays. A "Tenant Delay" means any delay as a direct, indirect, partial, or total result of any act or omission
of Tenant or any of Tenant's Agents, including, without limitation, any of the following: (a) Tenant's failure to timely approve any matter requiring
Tenant's approval hereunder; (b) any breach by Tenant of the provisions of this Work Letter or of the Lease; (c) any Changes requested by Tenant;
(d) any requirement of Tenant for materials, components,.finishes or improvements which are not available within a commercially reasonable period,
or which are different from, or not included in; the Building Standards; (e) changes to the Base Building and/or Building Systems required by the
Final Space Plan, the Approved Working Drawings (or any Changes); (f) any unreasonable interference by Tenant or any of Tenant's Agents with
the performance of the Tenant Improvements; or (g) any other event specified in this Work Letter to be a Tenant Delay.
4.2.2 Landlord Delays. A "Landlord Delay" means an actual delay as a result of any of the following: (a) Landlord's
failure (for any reason other than a Tenant Delay or a Force Majeure Delay) to approve any matter requiring Landlord's approval under this Work
Letter within the time period therefor set forth in this Work Letter; (b) material and unreasonable interference by Landlord or of any of Landlord's
employees, contractors or agents (except as otherwise allowed under this Work Letter) with Tenant's performance of any of its obligations under this
Work Letter; or (c) any other failure by Landlord, which pursuant to the terms of this Work Letter is deemed a Landlord Delay. Notwithstanding any
provision of this Work Letter to the contrary, in the event that Tenant claims that it has suffered a Landlord Delay, Tenant shall, as a condition of the
effectiveness of the claimed Landlord Delay, within three (3) days of its discovery of the claimed Landlord Delay, notify Landlord in writing of the
existence of the claimed Landlord Delay and the probable estimated duration of such claimed Landlord Delay.
4.2.3 Force Majeure Delays. A "Force Majeure Delay" means any: (a) actual delay attributable to any strike, lockout or
other labor or industrial disturbance (whether or not on the part of the employees of either party hereto) other than any such disturbance caused by or
related to any default or activities of Tenant or any Tenant's Agents (if claimed by Tenant) or of Landlord or any of Landlord's agents, employees or
contractors (if claimed by Landlord), (b) actual delay caused by any civil disturbance, act of the public enemy, war, terrorism, riot, sabotage,
blockade, or embargo, (c) actual delay attributable to lightning, earthquake, fire, storm, hurricane, tornado, flood, washout or explosion, or (d) actual
delay caused by governmental delay in the issuance of the Permits not due to the fault or negligence of Tenant or any Tenant's Agents (if claimed by
Tenant) or gross negligence or willful misconduct of Landlord (if claimed by Landlord), or (c) any delay due to any other similar cause beyond the
reasonable control of the party from whom performance is required, and beyond the reasonable control of its contractors and representatives
(including, without limitation, in the case of Tenant, the Tenant's Agents). Notwithstanding any provision of this Work Letter to the contrary, in the
event that any party claims that it has suffered a Force Majeure Delay, such party shall, as a condition of the effectiveness of such Force Majeure
Delay, within three (3) days of discovery of the source of such delay, notify the other party hereto in writing of the existence of such Force Majeure
Delay, the nature of the steps being taken by such party to minimize such delay and the probable estimated duration of such Force Majeure Delay.
SECTION 5
GENERAL PROVISIONS
5. t Representatives. Tenant has designated DEBORAH SANCHEZ, ECONOMIC DEVELOPMENT SPECIALIST [ll as its sole
representative with respect to the matters set forth in this Work Letter, who, until further notice to Landlord, shall have full authority and
responsibility to act on behalf of the Tenant as required in this Work Letter. Landlord has designated Ted Bisehak as its sole representative with
respect to the matters set forth in this Work Letter who, until further notice to Tenant, shall have full authority and responsibility to act on behalf of
the Landlord as required in this Work Letter
5.2 Tenant's Entry Into the Premises Prior to Substantial Completion. Provided that Tenant and Tenant's Agents do not
interfere in any respect with Contractor's work (or performance of the Tenant Improvements) in the Building and the Premises, Landlord shall allow
Tenant reasonable access to the Premises at least thirty (30) days prior to the Substantial Completion for the purpose of Tenant installing over
801 W Gvlc Center Dr— City ofSanfa Ana Lease 4 Exhibit C
25B-32
standard equipment or fixtures (including Tenant's data and telephone equipment). Not less than five (5) business days prior to Tenant's entry as
permitted by the terms of this Section 5.2, Tenant shall submit a schedule to Landlord and Contractor, for their approval, which schedule shall detail
the timing and purpose of Tenant's entry and the particular Tenant's Agents involved, and a copy of any governmental permits and approvals
required in connection therewith. Tenant shall indemnify, protect, defend and hold Landlord harmless from and against any Claims resulting in any
way from any such entry.
5.3 Tenant's Agents and Constructlon Matters. Tenant's Architect, the Engineers (if any) and all subcontractors, laborers,
materialmen, and suppliers retained directly by Tenant (collectively, "Tenants' Agents") shall conduct their activities in and around the Premises,
Building and the Project in a harmonious relationship with all other subcontractors, laborers, materialmen and suppliers at the Premises, Building and
Project and, if required by Landlord, all subcontractors, laborers, materialmen, and suppliers retained directly by Tenant shall all be union labor in
compliance with the master labor agreements existing between trade unions and the Southern 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 full all mechanics liens, stop notices as similar liens or encumbrances on the
Building asserted or filed by any Tenant's Agent, (c) prior to any entry into the Building by Tenant or any Tenant's Agent, evidence, in form
satisfactory to Landlord, compliance in full with the insurance requirements set forth in Exhibit "C-2" attached hereto, and (d) indemnify, defend,
protect and hold Landlord harmless from any Claims, Damages and Costs asserted against or incurred by Landlord in connection with the
Construction Drawings, any act or omission of any Tenant's Agent, or in connection with Tenant's non-payment of any amount arising out of the
design or construction of the Tenant Improvements. Tenant shall comply in full (and shall cause each of its Tenant's Agents to comply in full) with
such construction rules and regulations as Landlord shall adopt from time to time.
5,4 Tenant's Lease Default. Notwithstanding any provision to the contrary contained in this Lease, if an Event of Default, or a
default by Tenant under this Work Letter, has occurred at any time on or before the Substantial Completion, then: (a) in addition to all other rights
and remedies granted to Landlord pursuant to the Lease, Landlord may cause Contractor to cease the construction of the Tenant Improvements (in
which case, any delay Substantial Completion caused by such work stoppage shall be a Tenant Delay and any increased costs that result from any
such work stoppage shall be Tenant Improvement Costs), and (b) all other obligations of Landlord under the terms of this Work Letter shall be
suspended until such time as such default is cured pursuant to the terms of the Lease.
801 IV Civic Center Dr—City of Santa Ana Lease 5 Exhibit C
25B-33
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25B-34
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25B-35
SCHEDULE "C-2"
INSURANCE REOUIREMENT
Generol Coverages. All of Tenant's Agents shall carry worker's compensation insurance covering all of their respective employees, and
shall also carry public liability insurance, including property damage, all with limits, in form and with companies as are required to be carried by
Tenant as set forth in Article I I of the Lease.
Special Coverages. The Tenant Improvements shall be insured by Tenant pursuant to Article I l of the Lease immediately upon
completion thereof. All of Tenant's Agents shall carry excess liability and Products and Completed Operation Coverage insurance, each in amounts
not less than $1,000,000 per incident, $2,000,000 in aggregate, primary automobile liability insurance with limits of not less than $1,000,000 per
occurrence, and workers' compensation as required by law, and in form and with companies as are required to be carried by Tenant as set forth in
Article I I of the Lease.
General Terms. Certificates for all insurance carried pursuant to this Schedule "C-2" shall be delivered to Landlord before any entry into
the Project by Tenant or any Tenant's Agent. All such policies of insurance must contain a provision that the company writing said policy will give
Landlord thirty (30) days prior written notice of any cancellation or lapse of the effective date or any reduction in the amounts of such insurance. In
the event that the Tenant Improvements are damaged by any Tenant's Agents during the course of the construction thereof, Tenant shall immediately
repair the same at Tenant's sole cost and expense. Tenant's Agents shall maintain all of the foregoing insurance coverage in force until the Tenant
Improvements are fully completed and accepted by Landlord. All policies carried under this Schedule "C-2" shall insure Landlord and Tenant, as
their interests may appear, as well as Contractor and Tenant's Agents. All insurance, except Workers' Compensation, maintained by Tenant's
Agents shall preclude subrogation claims by the insurer against anyone insured thereunder. Such insurance shall provide that it is primary insurance
as respects the Landlord and that any other insurance maintained by Landlord is excess and noncontributing with the insurance required hereunder.
The requirements of the foregoing insurance shall not derogate from the provisions for indemnification of Landlord by Tenant contained in this Work
Letter.
801 JVCvic Center Dr— City of Santa Ana Lease
25B-36
Schedule C-2
EXHIBIT "D"
RULES AND REGULATIONS
Tenant shall faithfully observe and comply with the following Rules and Regulations (including, but not limited to the General Rules, the Parking
Rules and the Rules of the Site (Contractor's Work)). Landlord reserves the right at any time to change or rescind any one or more of these Rules
and Regulations, or to make such other and further reasonable Rules and Regulations as in Landlord's judgment may from time to time be necessary
for the management, safety, care and cleanliness of the Premises and the Project, and for the preservation of good order therein, as well as for the
convenience of other occupants and tenants therein. Landlord shall not be responsible to Tenant for the nonperformance of any of said Rules and
Regulations by or otherwise with respect to the acts or omissions of any other tenants or occupants of the Project. Landlord may waive any one or
more of these Rules and Regulations for the benefit of any particular tenants, but no such waiver by Landlord shall be construed as a waiver of such
Rules and Regulations in favor of any other tenant, nor prevent Landlord from thereafter enforcing any such Rules or Regulations against any or all
tenants of the Project. Tenant shall be deemed to have read these Rules and Regulations and to have agreed to abide by them as a condition of its
occupancy of the Premises. In the case of any conflict between these Rules and Regulations and the Lease, the Lease shall control.
L GENERAL RULES
1. The sidewalks, driveways, entrances, passages, courts, elevators, vestibules, stairways, corridors or halls of the Project shall not be
obstructed or used for any purpose other than ingress and egress.
2. No awnings or other projection shall be attached to the outside walls of the Project without Landlord's prior written consent.
3. The sashes, sash doors, skylights, windows and door sthat reflect or admit light and air into the halls, passageways or other public places in
the Project shall not be covered or obstructed, nor shall any bottles, parcels or other articles be placed on the windowsills. Neither the
interior nor the exterior of any windows shall be coated or otherwise sunscreened without Landlord's prior written consent. If Tenant
desires window curtains, the same must be of such uniform shape, color, material and make as may be prescribed by Landlord.
4: - Without Landlord's prior written consent (in its sole and absolute discretion), no sign, advertisement, notice or video shall be exhibited,
projected, displayed, painted or affixed by Tenant on any part of the Premises or Project so as to be seen from the outside of, its Premises.
In the event of Tenant's violation of the foregoing, Landlord may remove the same without any liability and may charge the expense
incurred in such removal to Tenant. All Building standard signs whether on doors, directory tablets or elsewhere, shall be inscribed,
painted or affixed for Tenant by Landlord at the expense of landlord, and shall be of a size, color and style acceptable to Landlord.
5. The bulletin board or directory of the Project will be provided exclusively for the display of the name and location of Tenant only; and
Landlord reserves the right to exclude any other namestherefrom, and each and every name in addition to the name of Tenant placed upon
such bulletin board or directory, shall be subject to Landlord's prior written consent (and if approved by Landlord, all costs therefor shall
be paid by tenants). Any such listings or representations, once installed, shall be subject to relocation or removal upon Landlord's written
request for any reason (except that any such relocations or removals at Landlord's request, unless such request is based upon Tenant's
breach of the Lease shall be paid for by Landlord), and Tenant shall pay for the removal of any such listings or representations upon its
departure from its Premises.
6. All doors opening onto public corridors shall be kept closed, except when being used for ingress and egress.
7. Tenant shall not mark, paint, dril I or bore into, cut or string wires in, lay linoleum or other floor coverings; in, or in any way deface any part
of its Premises or the Project, except with landlord's prior written consent and as Landlord may direct.
S. All keys shall be obtained from Landlord. No additional locks or bolts of any kind shall be placed upon any of the doors or windows by
Tenant, nor shall any changes be made in existing locks or the mechanisms thereof, Tenant must, upon the termination of its tenancy, give
to Landlord all keys pertaining to the Premises and the Project, and in the event of the toss of any keys so furnished, Tenant shall pay
Landlord the cost of replacing same or changing the lock or locks opened by such lost key(s) if Landlord shall deem it necessary to make
such change.
9. No window or other air conditioning or heating units or other similar apparatus shall be installed or used by Tenant without landlord's
prior written consent.
10. The water and wash closets and other plumbing fixtures shall not be used for any propose other than those for which they were constructed
and no sweepings, rubbish, rags or other substances shall be thrown therein. Tenant agrees to prevent the overflow or release of water from
bathrooms or kitchens, including but not limited to toilets, sinks, kitchen appliances, and other water receptacles. All damages resulting
from any misuse of the fixtures by, or overflow or release of water caused by, Tenant or its servants, employees, agents, visitors or
licensees shall be borne by Tenant.
it. Tenant shall: (a) clean and dry visible moisture on windows, walls, and other surfaces, including personal property as soon as possible, (b)
regularly clean and sanitize kitchens and other surfaces where water, moisture condensation, and mold can collect shall be regularly
cleaned and sanitized and (c) limit the watering of any indoor plants. Tenant shall not obstruct or impede fresh air supply to furnace, air
conditioner or heater ducts, or regular air flow and circulation throughout premises. Tenant shall report any of the following to Landlord
within forty-eight (48) hours after Tenant first becomes aware of the same: (i) non -working fan, heater, air conditioner or ventilation
systems; (ii) plumbing leaks, drips, sweating pipes, and/or wet spots; (iii) overflows from bathroom, kitchen, or other facilities, including,
801 W Civic Ceafer Dr -City afSanm Aaa Lease -I- Bxhibit D
25B-37
but not limited to, tubs, showers, shower enclosures, toilets, sinks, kitchen appliances, or other receptacles of water, especially in cases
where the overflow may have permeated walls, floors, ceilings or fixtures; (iv) water intrusion into the Premises of any kind; (v) any mold
or black or brown spots or moisture on surfaces inside the Premises; (vi) broken plumbing systems or standing water near structures within
the Premises; and (vii) any odors consistent with mold growth within the Premises.
L2. All removals from, or carrying in or out of, the Project of any safes, freight, furniture, heavy or bulky matter of any description, must take
place only prior to 7:00 A.M. and/or after 5:30 P.M. on days other than Saturdays, Sundays and holidays (no moving being permitted on
Saturdays, Sundays or holidays without special permission) and must be made upon the previous written notice to Landlord and under the
supervision of Landlord or its agent(s), and the persons employed by Tenant to perform such work must be acceptable to Landlord: Tenant
shall be responsible for any damage to the Premises and Project caused by or resulting from any such activity. Landlord reserves the right
to inspect all safes or other heavy or bulky equipment or articles to be brought into the Project and to exclude from the Project all such
heavy or bulky equipment or articles, the weight of which may exceed the floor load for which the Project is designed, or such equipment
or articles as may violate any of the provisions of the Lease. Tenant shall not use any machinery or other bulky articles in the Premises,
even though its installation may have been permitted, which may cause any noise, orjar, or tremor to the floors or walks, or which by its
weight might cause injury to the floor of the Project.
13. Neither Tenant nor its servants, employees, agents, visitors or licensees shall at any time bring or keep upon the Premises any flammable,
combustible or explosive fluid, chemical or substance, except for a reasonable quantity of such material reasonably necessary for the
conduct of Tenant's business,
14. The Premises shall not be used for manufacturing or for the storage of merchandise except as such storage may be incidental to the
Tenant's use of the Premises for the Permitted Use. Tenant shall not, without Landlord's prior written consent, occupy or permit any
portion of the Premises to be occupied or used for the manufacture or sale of liquor or tobacco in any form, or m a barber or manicure
shop. The Premises shall not be used for lodging or sleeping or for any immoral or illegal purposes.
l5. Tenant shall not make, or permit to be made, any unseemly or disturbing noises, or disturb or interfere with occupants of the Project or
neighboring buildings or premises or those having business.with it by the use of any musical instrument, radio, phonographs or unusual
noise, or in any other way. Neither Tenant nor its servants, employees, agents, visitors or licensees shall throw anything out of doors,
windows or skylights or down passageways or common corridors.
16. No bicycles, vehicles or animals of any bind shall be brought into or kept in or about the Premises, and no cooking shall be done or
permitted by in the Premises, except that the preparation of coffee, tea, hot chocolate and similar items for Tenan4 its employees and
visitors shall be permitted provided such activities do not otherwise violate the Lease. Tenant shall not cause or permit any unusual or
objectionable odors to be produced in or emanate from the Premises.
17. There shall not be used in any space, or in the elevators, common corridors or public halls of the building, any hand trucks except those
equipped with rubber tires and side guards.
18. No vending or coin operated machines shall be placed by Tenant within the Premises without Landlord's prior written consent.
19. No person shall be employed by Tenant to do janitorial, maintenance, contraction or similar work in any part of the Project without
Landlord's prior written consent. Any person employed by Tenant to do janitorial, maintenance or similar work with Landlord's consent
shall, while in the Project, be subject to and under the control and direction of Landlord or its agent or representative (but not as an agent or
servant of Landlord) and Tenant shall be responsible for all acts of such persons.
20. Landlord shall have the right to prohibit any advertising by Tenant which, in Landlord's opinion, tends to impair the reputation of the
Project or its desirability as an office building, and upon written notice from Landlord, Tenant shall refrain from or discontinue such
advertising.
21. Canvassing, soliciting and peddling are not permitted in the Project, and Tenant shall cooperate to prevent same.
22. Landlord revcrves dre right to control access to the Project by all persons after reasonable hours of generally recognized business days and
at all hours on Sundays and legal holidays. Tenant shall be responsible for all persons for whom it requests after-hours access, and shall be
liable to Landlord for all acts and omissions of such persons. Landlord assumes no responsibility and shall not be liable for any damage
resulting from the admission of any unauthorized person to the Project
23. Landlord reserves the right to exclude or expel from the Project any person who, in the judgment of Landlord, is intoxicated or under the
influence of liquor or drugs, or who shall in any manner do any act in violation of these Rules and Regulations.
24. Tenant shall not suffer or permit smoking or carrying of lighted cigars or cigarettes in areas reasonably designated by Landlord or by
applicable governmental agencies as nonsmoking areas.
25. Tenant shall comply with all safety, fire protection and evacuation regulations established by Landlord or any applicable governmental
agency.
26. Tenant assumes all risks from theft or vandalism and agrees to keep the Premises locked as may be required,
U. PARKING RULES.
801 IV Civic Center Dr— City ofSanrn Ana Lease -2- Exhibit D
25B-38
The following parking rules and regulations ("Parking Rules") shall be in effect at the Project Tenant shall comply with these Parking Rules in its
use (and in the use of its visitors, patrons and employees) of the Parking Facilities.
1. Parking areas shall be used only for parking vehicles no larger than full size, passenger automobiles herein called "Permitted Size
Vehicles." Vehicles other than Permitted Size Vehicles are herein referred to as "Oversized Vehicles."
2. Tenant shall not permit or allow any vehicles that belong to or are controlled by Tenant or Tenant's employees, suppliers, shippers,
customers, or invitees to be loaded, unloaded, or parked in areas other than those designated by Landlord for such activities.
3. Parking stickers, access cards or identification devices shall be the property of Landlord, and shall be returned to Landlord by the holder
thereof upon termination of the holder's parking privileges. Tenant shall pay to Landlord refundable deposits on such devices as reasonably
established by Landlord from time to time. Tenant will pay such replacement charge as is reasonably established by Landlord for the loss
of such devices.
4. Landlord reserves the right to: (a) refuse the sale of monthly identification devices and/or parking access cards to any person or entity that
willfully refuses to comply with the applicable rules, regulations, laws and/or agreements and/or to (b) revoke the right of any such party
(that willfully refuses to comply with the applicable rules, regulations, laws and/or agreements) to use the Parking Facilities.
5. Landlord reserves the right to relocate all or a part of the parking spaces on the Project from one location on the Project to another and/or to
reasonably adjacent offsite location(s), and to reasonably allocate them between compact and standard size spaces, so long as the same
complies with applicable laws, ordinances and regulations.
6. Users of the parking area will obey all posted signs and park only in the areas designated for vehicle parking.
7. Unless otherwise instructed, every person using the parking area is required to park and lock his own vehicle. Landlord will not be
responsible or liable to Tenant, its visitors or employees for any damage to vehicles, injury to persons or loss of property, all of which risks
are assumed by the party using the parking area.
8. Parking validation, if established, will be permissible only by, such method or methods as Landlord and/or its licensee may establish at rates
generally applicable.
9. The Parking Facilities shall be used only for parking Permitted Size Vehicles. 'Be maintenance, washing, waxing or cleaning of vehicles
in the packing structure or common areas of the Project is prohibited. Tenant shall have no right to install any fixtures, equipment or
personal property (other than vehicles) in the Parking Facilities, nor shall Tenant make any alteration to the Parking Facilities.
10. Tenant shall be responsible for seeing that all of its employees, agents and invitees comply with all applicable packing rules, regulations,
laws and agreements (including, without limitation, these Parking Rules).
11. Such parking use as is herein provided is intended only as a license and no bailment is intended or shall be created hereby.
12. In no event shall Tenant or its employees park in reserved spaces leased to other tenants, or in stalls within designated visitor parking
zones.
13. Tenant shall, upon request of Landlord from time to time, furnish Landlord with a list of the names of its (and its Transferee's) employees
and vehicle license plate numbers.
14. Persons using the Parking Facilities shall observe all directional signs and arrows and any posted speed limits. Unless otherwise posted, in
no event shall the speed limit of five (5) miles per hour be exceeded. All vehicles shall be parked entirely within painted stalls, and no
vehicles shall be parked in areas which are posted or marked as' no parking" or on ramps, driveways and aisles. Only one (1) Permitted
Size Vehicle may be parked in a parking space. In no event shall Tenant interfere with the use and enjoyment of the Parking Facilities by
other tenants of the Building or their employees or invitees.
15. Should any parking spaces or privileges be allotted by Landlord or Tenant, either on a reserved or unreserved basis, Tenant shall not assign
or sublet any of those spaces, either voluntarily or by operation of law, without the prior written consent of Landlord, except in connection
with an authorized assignment of this Lease or subletting of the Premises.
16. Tenant agrees to notify its employees and visitors (and its Transferees) of the requirements of these Parking Rules as the same we modified
from time to time, and assumes responsibility for compliance by its employees and visitors (and its Transferees, and their employees and
visitors) with these Parking Rules as the same are modified from time to time. Tenant authorizes Landlord to tow away from the Building
and/or Parking Facilities any vehicle parked in violation of these Parking Rules, and/or to attach violation stickers or notices to those
vehicles.
Ill. RULES OF THE SITE (CONTRACTOR'S WORK).
The following rules and regulations shall apply to any work performed at the Project by or under the direction of Tenant or any other Tenant Party.
Before commencement of any such work, Tenant shall deliver to Landlord a copy of those Rules of the Site (Contractor's Work) executed by the
contractor(s) performing such work.
I. The following Rules of the Site for Contractor's work ("Rules of the Site') shall govern the operation of Contractor and Contractor's
subcontractors. The terns "Owner" and "Owner's Representative" are the same for purposes of this document (and where used, refer to the
Landlord).
801 IV Civic Center Dr—City ofSanm Attu Lease -3- Exhibit D
25B-39
2. Within a reasonable time prior to the start of any on-site work, delivery of materials, equipment, or personnel, Contractor will submit to
Owner the following:
A- A complete set of drawings approved by Owner and subsequently by the City in which the Building is located.
B- A fully executed Indemnity Agreement (To Be Provided by Owner Upon Request),
C- Certificate of Insurance in a form approved by Owner executed by insurance companies acceptable to Owner.
D- A fully executed Notification -Rules for Contractors (To Be Provided by Owner Upon Request).
E- A job schedule of the work to be accomplished, detailed by trade.
F- A complete list of all proposed Subcontractors and suppliers. Owner must approve all contractors and subcontractors before
commencement of their work.
G- The name and phone number (including emergency phone numbers) of personnel who are authorized to represent the Contractor.
3. No revisions or changes of any kind may be made to the construction plans previously approved by Owner without prior written consent of
the Owner. Any proposed revisions or changes must be submitted to Owner in the form of a change order, for Owner's review and
approval prior to commencement of such changes. Revisions or changes altering the floor plan, base building systems, or building
operations must be submitted, in writing, to the Owner for review and approval prior to commencement of work.
4. All of Contractor's work must be scheduled so that it in no way conflicts with, interferes with, or impedes the quiet and peaceful enjoyment
of other tenants or occupants of the Project, or with the progress of Owner's work or operations. Any work that is in conflict will be
rescheduled by the Contractor to such time as approved by Owner. Additionally, Owner shall have no liability for any costs or expenses
incurred by Contractor (or Tenant) in connection with such rescheduling.
5. Contractor and subcontractors shall employ persons and means for the orderly progress of the work without interruption on account of
- strikes, work stoppages or similar causes of delay.- Additionally, Owner shall have no liability for any costs or expenses incurred by
Contractor (or Tenant) in connection with such delays,
6. Materials and tool storage will be limited to the areas for which access has been granted.
7. Clean-up and rubbish removal shall be provided by the Contractor at Contractor's expense. Contractor must, on a daily basis, remove all
rubbish, surplus and waste material resulting from the performance of his work. At the request of Owner, Contractor shall relocate any
materials causing an obstruction as directed by Owner. Contractor will not be allowed to place a dumpster on site on a continuous basis
during construction.
Important note: The placement and location of rubbish dumpsters and bins must be approved in advance by Owner.
8. In general, Owner will interface with Contractor to the extent necessary for work to be completed within the guidelines of project
specifications and for the enforcement of building rules and regulations.
9. Contractor will make arrangements for unloading, trash removal and hoisting after normal working hours due to the local city noise
ordinance. (No such activity will be allowed between the hours of 10:00 p.m. to 7:00 a,m.) At no time will the Contractor be given
exclusive reserved use of the freight elevator unless applied for by Contractor and approved by Owner. Contractor maybe afforded access
to loading dock space and hoisting facilities for limited use at such time during normal working hours as is prearranged with Owner, or at
other times, with the consent of Owner and upon payment of Owner's prevailing fee for after-hours use and access.
10. Contractor will be afforded unloading areas as prearranged with Owner. All materials unloaded at these areas will be moved to an area of
use immediately and shall not be stored or used in a way which adversely impacts use of the Building.
it. Contractor (and Tenant) will be responsible for the security of its own materials, equipment and work, and that of his subcontractors.
Contractor will also be responsible for damage caused by Contractor or its subcontractors to the Project, Building and/or tenant areas,
including, but not limited to the loading dock and indoor and outdoor public areas, freight elevators, etc. Any such damages will be
promptly repaired to the Owner's satisfaction at sole cost of Contractor.
12. Contractor will comply with all applicable codes, laws and regulations pertaining to the work of Contractor, including all safety and health
regulations. The Contractor shall supply the Owner with a Master List of all Hazardous Materials and their Material Safety Data Sheets
(MSDS) upon delivery to thujob site. A discussion will then came pertaining to the safe storage, handling and use of these materials, as
well as the Contractor's emergency preparedness plan for handling the containment and clean-up of potential Hazardous Material spills.
13. Contractor will not engage in any labor practice that may delay or otherwise impact the work of Owner or any other contractor.
14. No base building systems will be turned off or disengaged by Contractor or any subcontractor without prior written approval and
supervision by a representative of Owner or its agent. Said systems include but are not limited to sprinklers, electrical circuits, air -handling
units, smoke heads and water supply. Building electrical power shut -downs are allowed, with the prior written consent of Owner, on
Saturdays between 10:00 p.m. and 5:00 a.m. only. A request for approval shall be made to the Property Manager at least ten (10) days in
advance.
801 S'Civic Center Dr—City ofSanfa Ana Lease -4- Exhibit D
25B-40
15. Doors to all work areas, including stairwells and mechanical and electrical closets, will remain closed at all time. Propping doors open is
expressly prohibited.
16. All Contractor and subcontractor personnel, materials, tools and equipment are to enter and exit the Building through- the service elevator
only. Owner may at any time initiate a check in/cheelc out system, or a badge system, for all people and material in the Building and the
Contractor will agree to cooperate with any such system.
17. Before ordering material or doing work which is dependent upon proper size or installation, the Contractor shall field verify all dimensions
for accessibility with building conditions, and shall be responsible for same.
l8. Contractor shall not permitted any identifying signage or advertising within the Project or Building.
19. During construction, Contractor shall maintain supervisory personnel on the site at all times. Such personnel shall be fully authorized to
coordinate, respond for and authorize Contractor's work as necessary so as to enable all work to proceed in a timely and well -ordered
fashion. Should Contractor perform work which would cause or require Owner to provide personnel to be present or otherwise perform
any work, Contractor shall reimburse Owner for the expense of such personnel.
20. Contractor shall be responsible for the protection of its work and the area adjacent to his work.
21. Contractor will ensure that all stairwells, mechanical rooms, electrical and telephone closets, etc. accessed by Contractor or subcontractors
. in conjunction with Contractor's work, will be cleaned and. free of debris nightly.
22. Public areas adjacent to premises where Contractor's work is being performed shall remain free of debris and materials at all times.
23. - Contractor shall be responsible for all his actions on site as well as those of its subcontractors, and shall indemnify, defend and hold
harmless the Owner and the other Owner Parties from and against any and all claims, losses, or damages, threatened or incurred, arising
from the actions or omissions of Contractor or its subcontractors.
24. If keys are required by contractors, they must be checked out from the Property Management Office. No key will be distributed if proper
identification is not provided.
25. No cutting or patching of Owner's premises or installations, or those of any Building occupant, shall be permitted without the prior written
consent of Owner. Request for permission to do cutting shall include explicit details and description of work and shall not under any
circumstances diminish the structural integrity of the Building or the integrity of any of components or systems. The work is to be done
only with the explicit written permission of the Property Manager, and only on an "Off -Hours" basis. Such work is to be done only under
the direct supervision of a competent member of the Contractor staff. Any such area is to be promptly repaired and returned to a fully
functioning, complete, and clean condition.
26. All wod< is to be done to a minimum standard of quality as required by the Base Building Drawings and Specifications (to be made
available by Owner upon request). It is the responsibility of the Contractor to be fully knowledgeable of the Base Building Drawings and
Specifications.
27. All Life Safety Systems for the Building are to be maintained, and all of the Tenant's work is to be properly interfaced with and connected
to the Base Building systems as required by Laws, or by Building operation. All work is to be done in such a way as to protect all Base
Building operations and warranties. Any required disconnection of life safety devices should be "foreseen" and the Property Management
Office must be notified at least 24 hours in advance. Costs for false fire alarms due to contractors' or subcontractors' negligence will be
billed to and paid by the Contractor. All life -safety systems testing must be performed on an "after-hours" basis and coordinated with the
Building Manager.
28. When work is performed by Contractor or subcontractor, charges will apply for additional services performed by Owner which may
include, but are not necessarily limited to the following:
A - overtime or after-hours elevator usage
B - utility usage for construction activities beyond standard power and water used in connection with general office uses
C - extra and continuous clean-up of elevators and public spaces as required due to construction activity; Contractor to provide the
usual protection of existing improvements, and exercise care and good sense
D - extended or after-hours use of the loading dock
29. In addition to cleaning requirements described above, Contractor shall, in preparation for substantial completion or occupancy of the
project by Tenant, perform final cleaning of Contractor's Work.
30. When Contractor takes over an area from the Owner, before commencing work Contractor shall ascertain that the area is in a safe and
sanitary condition, and maintain the area as necessary (at its sole cost and expense) in a safe and sanitary condition and to a standard
meeting all applicable laws and regulations.
31. Owner requires job progress meetings. The Contractor will attend with a representative authorized to speak and act on the Contractor's
behalf. Additionally, the Contractor shall notify the Owner of scheduled job progress meetings.
801 MCivic Center Dr—City ofSatda Ana Lease -5- Exhibit D
25B-41
32. All work or on-site activity during non-nonnal working hours will be coordinated in advance with Owner.
33. At no time will Contractor perform activities on the Project without the proper insurance in force.
34. No radios or other audio devices are allowed.
35. Failure to perform work in a manner consistent with the above stated Rules of the Site may result in immediate work stoppage by Owner.
Owner shall have no liability for any costs or expenses incurred by Contractor or any subcontractors (or Tenant) in connection with or as a
result of such work stoppage.
36. The Rules of the Site may be amended or revised at any time to fit the situation at the time. The amended or revised Rules of the Site shall
become effective upon delivery to Contractor or publication by posting at the project site, whichever is earlier.
37. General contractor and subcontractors' vehicles parking must be in areas designated by the Building Manager at the Contractor's expense.
Acknowledged and Agreed
By:
Date:
801 E'Civic Cerder Dr—City of Santa Arta Lease -6- Exhibit D
25B-42
EXHIBIT "E"
ADDITIONAL RENT
L Definitions.
1.1 "Base Year" means the calendar year specified in Item of the Basic Lease Provisions.
1.2 "Expense Year" means each calendar year in which any portion of the Term of this Lease falls, through and including the
calendar year in which the Tenn of this Lease expires.
1.3 "Property Taxes" means all real property taxes, assessments, fees, charges, or impositions and other similar governmental or
quasi -governmental ad valorem or other charges levied on or attributable to the Project or its ownership, operation or transfer of any and every type,
kind, category or nature, whether direct or indirect, general or special, ordinary or extraordinary and all taxes, assessments, fees, charges or similar.
impositions imposed in lieu or substitution (partially or totally) of the same including, without limitation, all taxes, assessments, levies, charges or
impositions: (a) on any interest of Landlord or any mortgagee of Landlord in the Project, the Building, the Premises or in this Lease, or on the
occupancy or use of space in the Project, the Building or the Premises; (b) (c) on any transit taxes or charges, business or license fees or taxes, annual
or periodic license or use fees, park and/or school fees, arts charges, parks charges, housing fund charges; (d) imposed for sheet, refuse, police,
sidewalks, fire protection and/or similar services and/or maintenance, whether previously provided without charge or for a different charge, whether
provided by governmental agencies or private parties, and whether charged directly or indirectly through a funding mechanism designed to enhance
or augment benefits and/or services provided by governmental or quasi-govemmental agencies; (e) on any possessory taxes charged or levied in lieu
of real estate taxes; and (f) any costs or expenses incurred or expended by Landlord in investigating, calculating, protesting, appealing or otherwise
attempting to reduce or minimize such taxes. There shall be excluded from Property Taxes all income taxes, capital stock, inheritance, estate, gift, or
any other taxes imposed upon or measured by Landlord's gross income or profits unless the same is specifically included within the definition of
Property Taxes above or 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 of Landlord with respect to any Expense Year in connection with the operation, ownership, maintenance, insurance, restoration,
management, replacement or repair of the Project:
(a) Premiums for property, casualty, liability, rent interruption, earthquake, flood or other types of insurance carried by
Landlord from time to time, and any deductibles thereunder actually paid by Landlord with respect to the Project.
(b) Salaries, wages and other amounts paid or payable for personnel (including, without limitation, the Project manager,
superintendent, operation and maintenance staff, the Parking Facilities manager, concierge (if any) and other employees of Landlord) involved in the
maintenance and operation of the Building or the Project, including contributions and premiums towards fringe benefits, unemployment taxes and
insurance, social security taxes, disability and worker's compensation insurance, pension plan contributions and similar premiums and contributions
which may be levied on such salaries, wages, compensation and benefits and the total charges of any independent contractors or property managers
engaged in the operation, repair, care, maintenance and cleaning of any portion of the Building or the Project.
(c) Cleaning expenses, including without limitation, janitorial services, window cleaning, and garbage and refuse removal.
(d) Landscaping and hardscape expenses, including without limitation, irrigating, trimming, mowing, fertilizing, seeding,
and replacing plants, trees and hardscape.
(e) The cost of providing fuel, gas, electricity, water, sewer, telephone, steam and other utility services.
(t) The cost of maintaining, operating, restoring, renovating, managing, repairing and replacing components of equipment
or machinery, including, without limitation, heating, refrigeration, ventilation, electrical, plumbing, mechanical, elevator, escalator, sprinklers,
firdlife safety, security and energy management systems, including service contracts, maintenance contracts, supplies and parts with respect thereto.
(g) The costs of providing access control services for, and supervision of the Project.
(h) Rental, supplies and other costs with respect to the operation of the management office for the Building.
(i) All cost and fees for licenses, certificates, permits and inspections, and the cost incurred in connection with the
implementation of a transportation system management program or similar program.
(j) The cost of replacement, repair, acquisition, installation and modification of.. (A) carpeting and wall coverings, ceiling
systems and fixtures in the Common Areas, and other furnishings in the Common Areas, (B) materials, tools, supplies and equipment purchased by
Landlord which are used in the maintenance, operation and repair of the Project, and (C) any other form of improvements, additions, repairs, or
replacements to the Project or the systems, equipment or machinery operated or used in connection with the Project; provided, however, that with
respect to the items described in clauses (A), (B) and (C) above which constitute a capital item, addition, repair or improvement (collectively
"Capital Items") under sound accounting and property management principles consistently applied and determined by Landlord, in each case the
cost of such Capital Items shall be amortized (with interest at the Interest Rate) over the useful life (the "Useful Life") of such Capital Item, as
determined by the Landlord in accordance with sound accounting and property management principles consistently applied or such other period as
shall be consistent with Institutional Owner Practices.
(k) Attorneys', accountants' and consultants' fees and expenses in connection with the management, operation,
administration, maintenance and repair of the Project, including, but not limited to, such expenses that relate to seeking or obtaining reductions in or
801 W Chic Center Dr—City ofSaara Ana Lease 4- Exhibit E
25B-43
refunds of Property Taxes, or components thereof, or the costs of contesting the validity of applicability of any governmental enactments which may
affect Operating Expenses.
(1) Fees for the administration and management of the Project in an amount equal to three percent (30/0) of the gross
revenues of the Project (which shall be grossed by Landlord up to one hundred percent (100%) occupancy on an annual Basis), without regard to
whether actual fees so paid are greater or less than such amount.
(m) Sales, use and excise taxes on goods and services purchased by Landlord for the management, maintenance,
administration or operation of the Building or the Project.
(n) Fees for local civic organizations and dues for professional trade associations
(o) Payments under any covenants, conditions and restrictions pertaining to the Project or any easement, license or
operating agreement or similar instrument which affects the Project.
(p) Costs and expenses of investigating, testing, documenting, monitoring, responding to, abating and remediating
Hazardous Materials, other than abatement and remediation costs with respect to Hazardous Materials actually known by Landlord (on the Effective
Date) to require abatement and/or remediation under applicable Environmental Laws.
(q) The costs of repairing, restoring and maintaining the Padang Facilities of the Project, including, without limitation, the
resurfacing, restriping and cleaning of such facilities.
(r) Any costs, fees, amounts, disbursements and expenses which are generally included in Operating Expenses under
Institutional Owner Practices.
L5 .;The following costs and expenses shall be excluded from Operating Expenses:
(a) expenses relating to leasing space in the Project (including tenant improvements, leasing and brokerage commissions
and advertising expenses);
(b) legal fees and disbursements incurredfor collection of tenant accounts or negotiation of leases, or relating to disputes
between Landlord and other tenants and occupants of the Building;
(c) Capital Items unless specifically permitted by Section 1.4 of this Exhibit "E", parts (a) through (r), inclusive;
(d) Property Taxes;
(e) amounts received by Landlord on account of proceeds of insurance to the extent the proceeds are reimbursement for
expenses which were previously included in Operating Expenses;
(f) except to the extent specifically provided in Section 1.4 of this Exhibit "E" pmts (a) through (r), inclusive, depreciation
or payments of principal and interest on any mortgages upon the project;
(g) payments of ground rent pursuant to any ground lease covering the Project;
(h) subject to Section 2.1 of this Exhibit "E", the costs of gas, steam or other fuel; operation of elevators and security
systems; heating, cooling, air conditioning and ventilating; chilled water, hot and cold domestic water, sewer and other utilities or any other service
work or facility, or level or amount thereof, provided to any other tenant or occupant in the Project which either (a) is not required to be supplied or
furnished by Landlord to Tenant under the provisions of this Lease or (b) is supplied or furnished to Tenant pursuant to the terms of this Losse with
separate or additional charge;
(i) the cost of the Landlord's Work; and
Q) any cost expressly excluded from Operating Expenses in an express provision contained in this Lease.
1.6 "Excess Operating Expenses" means, with respect to any Expense Year, the positive excess, if any, of Operating Expenses
allocable hereunder to such Expense Year over Operating Expenses allocable hereunder to the Base Year.
1.7 "Excess Property Taxes" means, with respect to any Expense Year, the positive excess, if any, of the Property Taxes allocable
hereunder to such Expense Year over the Property Taxes allocable hereunder to the Base Year.
1.8 "Tenant's Percentage Share" means the percentage set forth in Item 5.2 of the Basic Lease Provisions; provided, however, that
Landlord reserves the right from time to time during the Tenn of this Lease to recalculate Tenant's Percentage Share, in which case Tenant's
Percentage Share shall be calculated by dividing the number of square feet of Rentable Area in the Premises by the number of square feet of Rentable
Area in the Project, and expressing such quotient in the form of a percentage.
2. Calculation Methods and Adjustments.
2.1 The variable components of Operating Expenses ("Variable Expenses") for all or any portion of any Expense Year (including
the Base Year) during which actual occupancy of the Project is less than one hundred percent (100%) of the Rentable Area of the Project shall be
adjusted by Landlord, as determined in good faith by Landlord applying sound accounting and property management principles (and the provisions
301 W CWc Center Dr— City ofSanw Ana Lease -2- Exhibit E
25B-44
of this Lease) to reflect one hundred percent (100%) occupancy of the Rentable Area of the Project during such period. If during all or any part of
any Expense Year, including the Base Year, Landlord does not provide any particular item of benefit, work or service (the cost of which is a Variable
Expense) to portions of the Project due to the fact that such item of benefit, work or service is not required or desired by the tenant of such space, or
such tenant is itself obtaining and providing such item of benefit, work or service, or for any other reason, then for purposes of computing Variable
Expenses for such Expense Year, Operating Expenses, as applicable, shall be increased by an amount equal to the additional Variable Expenses
which would have been paid or incurred by Landlord during such period if it had furnished such item of benefit, work or service to such portions of
the Project.
2.2 Subject to the provisions of this Section 2 of this Exhibit "E", all calculations, determinations, allocations and decisions to be
made hereunder with respect to Operating Expenses and Property Taxes shall be made in accordance with the good faith determination of Landlord
applying sound accounting and property management principles consistently applied which are consistent with Institutional Owner Practices.
Landlord shall have the right to equitably allocate some or all of Operating Expenses among particular classes or groups of tenants in the Building
(for example, retail tenants) to reflect Landlord's good faith determination that measumbly different amounts or types of services, work or benefits
associated with Operating Expenses, as applicable, are being provided to or conferred upon such classes or groups. All discounts, reimbursements,
rebates, refunds, or credits (collectively, 'Reimbursements") attributable to Operating Expenses or Property Taxes received by Landlord in a
particular year shall be deducted from Operating Expenses or Property Taxes, as.applicable, in the year the same are received; provided, however, if
such practice is consistent with Institutional Owner Practices, Landlord may treat Reimbursements generally (or under particular circumstances) on a
different basis. Landlord shall have the right to exclude from Base Year Operating Expenses the cost of items of service, work or benefits (1) not
provided following the Base Year, (ii) incurred due to circumstances not applicable following the Base Year or due to market -wide labor -rate
increases in Operating Expenses due to extraordinary circumstances, including, without limitation, boycotts, embargoes and strikes, and utility rate
increases due to extraordinary circumstances, and (iii) amortized costs relating to capital improvements.
2.3 If any Property Tax Reduction (defined below)applieswith respect to any Expense Year (other than the Base Year), then for
purposes of calculation of Excess Properly Taxes for such Expense Year, Property Taxes allocable to the Base Year shall be reduced by an amount
equal to the corresponding Base Year Tax Reduction. A "Property Tax Reduction" means, with respect to any Expense Year (other than the Base
Year) the amount (if any) by which Property Taxes are reduced as a result of any reassessment or under or as a result of application or operation of
Proposition 8 or any other similar governmental act or Law. A "Base Year Tax Reductlon" means, with respect any Expense Year to which a Tax
Reduction applies, and with respect to any particular Property Tax Reduction, an amount equal to the Properly Tax Reduction, minus, in the case of
any. ExpenseYear.after the first year to which the applicable Tax Reduction applies, the cumulative amount by which Property Taxes have increased
(following the first Expense Year to which the applicable Property Tax Reduction applied) as a result of application of the annual percentage increase
(presently up to 2.0%) in Property Taxes that is allowed under Proposition 13 (or any substitute therefor hereafter adopted).
2.4 As of the date of this Lease, Tenant pays Additional Rent under Section 4.2 of the Lease based on the Operating Expenses and
Property Taxes for the Project. If the Project at any time contains more than one building (or one or more tax parcels), Landlord shall have the right,
from time to time, to equitably allocate some or all of the Operating Expenses and/or Property Taxes for the buildings comprising the Project among
the Building and some or all of the other buildings of the Project. In such event, Landlord shall reasonably determine a method of allocating such
Operating Expenses and/or Property Taxes attributable to the Building (or the tax parcel on which the Building is located) and/or such other
building(s) (or such other tax parcel(s)) of the Project to the Building (or tax parcel) and/or such other building(s) (or tax parcel(s)) and Tenant shall
be responsible for paying its proportionate share of such Operating Expense and/or Property Taxes which are allocated to the Building (or the tax
parcel on which it is located). Landlord shall also have the right, from time to time, to require Tenant to pay Tenant's Percentage Share of Operating
Expenses and Property Taxes based solely on the Operating Expense and Property Taxes for the Building (and the tax parcel on which it is located).
3. Payment Procedure: Estimates. During each Expense Year, Landlord may elect to give Tenant written notice of its estimate of any
amounts payable under Section 4.2 of the Lease ("Section 4.2 Additional Rent") for that Expense Year. On or before the first day of each calendar
month during such Expense Year, Tenant shall pay to Landlord one -twelfth (1/12th) of such estimated amounts; provided, however, that, not more
often than quarterly, landlord may, by written notice to Tenant, revise its estimate for such Expense Year, and all subsequent payments under this
Section 3 of this Exhibit "E" by Tenant for such Expense Year shall be based upon such revised estimate. landlord shall endeavor to deliver to
Tenant within one hundred fifty (150) days atter the close of each Expense Year or as soon thereafter as is practicable, a statement of that year's
Property Taxes, Operating Expenses, and the amount of Section 4,2 Additional Rent for such Expense Year, as determined by Landlord (the
"Landlord's Statement"), and such Landlord's Statement shall be binding upon Landlord and Tenant, except as provided in Section 4 of this
Exhibit "E". If the Landlord's Statement indicates that (or if it is finally determined pursuant to Section 4 of this Exhibit `B" that) the amount of
Section 4.2 Additional Rent payable with respect to any Expense Year: (a) is more than the estimated payments of Section 4.2 Additional Rent made
by Tenant with respect to such Expense Year, Tenant shall pay the deficiency to Landlord upon receipt of Landlord's Statement or (b) is less than the
estimated payments of Section 4.2 Additional Rent made by Tenant with respect to such Expense Year, such excess payments shall be credited
against Rent next payable by Tenant under this Lease (or, if the Term of this Lease has expired, shall be paid to Tenant). Amounts payable by Tenant
as Section 4.2 Additional Rent with respect to any Expense Year that includes less than an entire calendar year shall be prorated on the basis that the
number of days in such Expense Year bears to 365. The expiration or early termination of this Lease shall not affect the obligations of Landlord and
Tenant pursuant to this Section 3 of this Exhibit "0 to be performed after such expiration or early termination.
4. Review of Landlord's Statement. Provided that Tenant is not then in default with respect to its obligations under this Lease and provided
further that Tenant strictly complies with the provisions of this Section 4 of this Exhibit "E", Tenant shall have the right, at Tenant's sole cost and
expense, to reasonably review Landlord's supporting books and records (at Landlord's manager's corporate offices) for any portion of the Property
Taxes or Operating Expenses for a particular Expense Year covered by Landlord's Statement, in accordance with the procedures set forth in this
Section 4 of this Exhibit "E". Tenant shall, within sixty (60) days after any such Landlord's Statement is delivered to Tenant, deliver a written notice
(a "Dispute Notice") to Landlord specifying the items described in the Landlord's Statement that are claimed to be incorrect, and Tenant shall
simultaneously pay to Landlord all amounts specified in the applicable Landlord's Statement (to the extent not previously paid). The right of Tenant
under this Section 4 of this Exhibit "E" may only be exercised once for each Expense Year covered by any Landlord's Statement, and if Tenant fails
to deliver a Dispute Notice within the sixty (60) day period described above or fails to meet any of the other above conditions of exercise of such
right, the right of Tenant to audit a particular Landlord's Statement (and all of Tenant's rights to make any claim relating thereto) under this Section 4
801 6'Clrlc Center Dr—City ofSarrra Ana Lease -9- Exhibit E
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EXHIBIT "F"
SERVICES AND UTILITIES
The services and utilities to be provided by Landlord are as follows:
Elevator Service. Non -attended automatic elevator service.
2 HVAC. Subject to all governmental Laws, rules, regulations and guidelines applicable thereto, HVAC to the Premises during Business
Hours (defined below), which in Landlord's good faith judgment, is required for the comfortable use and occupancy of the Premises for general
office use. After Hours HVAC (defined below) may be provided to the Premises upon request by Tenant. Tenant shall pay to Landlord the After
Homs HVAC Rate (defined below) for all After Hours HVAC that is so requested by Tenant within ten (10) days of receipt of Landlord's reasonably
detailed bill therefor. Tenant shall be responsible for and shall pay to Landlord any additional costs incurred by Landlord because of the failure of
the HVAC system to perform its function due to: (a) arrangement of partitioning in the Premises or changes or alterations thereto, (b) any use by
Tenant in any portion of the Premises of heat -generating machinery or equipment other than normal office equipment, or (e) any occupancy of any
portion of. the Promises at densities above customary general office levels. `Business Hours" means 6:00 AM. to 6:00 P.M. Monday through Friday,
and upon Tenant's request, 9:00 AM. to 1:00 P.M. on Saturdays, in all cases excluding the date of observation of any Holiday (defined below).
"Holiday" means each of New Year's Day, Independence Day, Labor Day, Memorial Day, Thanksgiving Day, and Christmas Day, and at Landlord's
discretion, any other state or nationally recognized holiday that is selected by Landlord acting consistently with Institutional Owner Practices. "After
Hours HVAC" means any -HVAC that is provided to all or any portion of the Premises at the request of Tenant outside of Business Hours. The
"After Hours HVAC Rate" means the Landlord's prevailing charges for supplying After Hours HVAC to the Premises, which as of the Effective
Date is $65.00 per zone (or partial zone), per hour (or partial hour), subject to a two (2) hour minimum.
Electricity.
3.1 At all reasonable times, electric current as required for Building Standard lighting and fractional horsepower office machines and
adequate electrical facilities for connection to the lighting fixtures and incidental use equipment of Tenant; provided that Tenant shall be responsible
for distribution of electrical power from the electrical panels located on the floor(s) of the building on which the Premises is located. Subject to
Section 3.3 of this Exhibit "F": (a) the electricity so furnished for Tenant's incidental use equipment to be at a nominal one hundred twenty (120)
volts and with no electrical circuit for the supply of such. equipment to require a current capacity exceeding twenty (20) amperes and (b) the
electricity so furnished for Tenant's lighting to be at a nominal one hundred twenty (120) volts and with no electrical circuit for the supply of such
lighting to require a current capacity exceeding twenty (20) amperes.
3.2 Notwithstanding any provision of this Lease to the contrary: (a) Tenant covenants that its use of electric current shall never
exceed the capacity of the feeders, risers or electrical installations of the Building or the Project, (b) the total connected electrical load for Tenant's
incidental use equipment within the Premises shall in no case exceed Landlord's per usable square foot standard, and (c) the total connected electrical
load for Tenant's lighting fixtures within the Premises shall in no case exceed Landlord's per usable square foot standard. In addition, if Tenant's
actual consumption of electrical power in the Premises, as determined in good faith by Landlord pursuant to such measurement method or methods as
Landlord shall employ from time to time (including, without limitation, the use of submeters and/or pulse meters, electrical surveys and/or engineer's
estimates) exceeds the Electrical Power Consumption Threshold (defined below), Tenant shall pay to Landlord, as Additional Rent in addition to
those costs otherwise payable by Tenant pursuant to Article 4 the sum of. (i) Landlord's actual direct and indirect costs of supplying such excess
consumption, including, without limitation, all taxes thereon, and the cost of additional wear on Building Systems resulting from such excess
consumption, (ii) all of Landlord's costs of monitoring and measuring such excess consumption and (iii) Landlord's reasonable administration fee
thereon. The "Electrical Power Consumption Threshold" means, for any reasonable calculation period determined by Landlord, the Landlord's
nondiscriminatory per usable square foot standard for electrical consumption (which is intended to represent the average rate of consumption (a kW
per usable square foot basis) during Business Hours, of an average general office tenant of the Building).
3.3 Without Landlord's consent, Tenant shall not install, or permit the installation, in the Premises of any lighting, computers, word
processors, electronic data processing equipment or other type of equipment or machines which (a) will require a voltage other than a nominal t20
volts or require a current capacity exceeding twenty (20) amperes or (b) will increase Tenant's use of electric current in excess of that which
Landlord is obligated to provide pursuant to this Section 3 of this Exhibit "F" ("Excess Electrical Requirements"). If Tenant shall require or utilize
Excess Electrical Requirements or electric current which may disrupt the provision of electrical service to other tenants in the Building or the Project,
Landlord, at its election: (i) may refuse to grant its consent or (ii) may condition its consent upon Tenant's payment in advance of Landlord's total
direct and indirect cost (including, without limitation, a reasonable administration fee) of designing, installing, maintaining and providing any
additional facilities determined by Landlord to be required to satisfy such Excess Electrical Requirements (or otherwise related to the additional wear
on Building Systems associated therewith). If Tenant's increased electrical requirements will materially affect the temperature level in the Premises
or in the Building, Landlord's consent may be conditioned upon Tenant's payment of all direct and indirect costs of installation and operation of any
machinery or equipment necessary to restore the temperature level to that otherwise required to be provided by Landlord, including, but not limited
to, the cost of modifications to the Building Systems and increased wear and tear on existing HVAC equipment. Landlord shall not, in any way, be
liable or responsible to Tenant for any loss or damage or expense which Tenant may incur or sustain if, for any reasons beyond Landlord's
reasonable control, either the quantity or character of electric service is changed or is no longer available or suitable for Tenant's requirements.
Water. City water for drinking and rest room purposes.
5 Janitorial Service. Janitorial and cleaning services, five (5) days per week (excepting Holidays), conforming to the Project standards in
effect from time to time; provided that Landlord shall have no obligation to provide such services to any portions of the Premises that are not used
exclusively for general office purposes. In all events, Tenant shall pay to Landlord the cost of removal of Tenant's refuse and rubbish, to the extent
that the same exceeds the refuse and rubbish attendant to normal office usage and/or to the extent that Tenant fails to keep the Premises in reasonable
order.
801 iV Cldc Center Or—City of Santa Arta Lease -I- Exhibit F
25B-46
Any amounts which Tenant is required to pay to Landlord pursuant to this Exhibit "F" (and/or for any services provided to Tenant in addition to
those Landlord is required to provide under this Exhibit "F" without additional charge) shall be payable upon demand by Landlord and shall
constitute Additional Rent. From time to time during the Tenn, Landlord shall have the right to modify the services provided to Tenant hereunder;
provided that the services provided, as so modified, are consistent with Institutional Owner Practices. Tenant recognizes that any access control
services provided by Landlord at the Project are for the protection of Landlord's property, and under no circumstances shall Landlord be responsible
for (and Tenant waives any rights with respect to) providing security or other protection for Tenant or its employees, invitces or property in or about
the Premises or the Project. Landlord makes no representation with respect to the adequacy or fitness of the Project's HVAC system to. maintain
temperatures that may be required for operation of any computer, data processing or other special equipment or occupancy of the Premises at
densities above customary general office levels.
801 W CUe Center Dr—CiiyofSanta Ana Lease -2- Exhibit F
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EXHIBIT "G"
INSURANCE REQUIREMENTS
1. Policies.
Lt Property Insurance. At all limes during the Term of this Lease, Tenant shall procure and maintain, at its sole expense, "All -
Risk" (and at Landlord's option earthquake, earthquake sprinkler leakage and/or flood) property insurance, in an amount not less than one hundred
percent (100%x) of replacement cost coveting: (a) all Leasehold Improvements (b) all floor and wall coverings; and (c) all Tenant's Personal Property
in or about the Premises and Project. The proceeds of such insurance shall be used for the repair and replacement of the property so insured, except
that if not so applied or if this Lease is terminated following a casualty, the proceeds applicable to the Leasehold Improvements shall be paid to
Landlord and the proceeds applicable to Tenant's Personal Property shall be paid to Tenant.
1.2 Business Interruption Insurance. At all times during the Term of this Lease, Tenant shall procure and maintain business
interruption insurance in such amount as will reimburse Tenant for direct or indirect loss of earnings attributable to all perils insured against in
Section 1.1 of this Exhibit "G" for a period of not less than twelve (12) months.
1.3 Liability Insurance.
1.3.1 At all times during the Term of this Lease, Tenant shall procure and maintain, at its sole expense for the protection of
Landlord and Tenant, commercial general liability insurance applying to the use and occupancy of the Premises and the business operated by Tenant.
Such insurance shall have a minimum combined single limit of liability of at least $2,000,000 per occurrence and a general aggregate limit of at least
$3,000,000, and Tenant shall provide in addition excess liability insurance on a following form basis, with overall limits of at least $5,000,000. All
such policies shall be written to apply to all bodily injury (including death), property damage and personal injury losses, shall include blanket
contractual liability, broad form property damage, independent contractor's coverage, completed operations, products liability, cross liability and
severance of interest clauses, and shall be endorsed to include Landlord and the Landlord's Additional Insureds m additional insureds.
1.3.2 At all times during the Term of this Lease, Tenant shall procure and maintain, at its sole expense for the protection of
Landlord and Tenant, primary automobile liability insurance with limits of not less than $1,000,000 per occurrence covering owned, hired and non -
owned vehicles used by Tenant
1.3.3 Prior to the sale, storage, use or giving away of alcoholic beverages on or from the Premises by Tenant or another
person, Tenant, at its own expense, shall obtain a policy or policies of insurance issued by a responsible insurance company and in a form acceptable
to Landlord saving harmless and protecting Landlord and the Premises against any and all damages, claims, liens, judgments, expenses and costs,
including actual attorneys' fees, arising under any present or future law, statute, or ordinance of the State of California or other governmental
authority having jurisdiction of the Premises, by reason of any storage, sale, use or giving away of alcoholic beverages on or from the Premises.
Such policy or policies of insurance shall have a minimum combined single limit of $3,000,000 per occurrence and shall apply to bodily injury, fatal
or nonfatal; injury to means of support; and injury to property of any person. Such policy or policies of insurance shall name the Landlord and its
agents, beneficiaries, partners, employees and any Holder of any Security Instrument designated by Landlord as additional insureds.
1.4 Workers' Compensation: Employer's Liability Insurance. Worker's Compensation Insurance. In accordance with the
provisions of Section 3700 of the Labor Code, Tenant, if Tenant has any employees, is required to be insured against liability for worker's
compensation or to undertake self-insurance. Prior to commencing the performance of the work under this Agreement, Tenant agrees to obtain and
maintain any employer's liability insurance with limits not less than $1,000,000 per accident.
2. Policy Requirements. All insurance required to be maintained by Tenant shall be issued by insurance companies authorized to do
insumnce business in the State of California and rated not less than A:X in Best's Insurance Guide. All such insurance policies shall be written as
primary policies, not excess or contributing with or secondary to any other insurance as may be available to Landlord or to the additional insureds. A
certificate of insurance (or, at Landlord's option, copies of the applicable policies) evidencing the insurance required under this Exhibit "G" shall be
delivered to Landlord not less than thirty (30) days prior to the Commencement Date. No such policy shall be subject to cancellation or modification
without thirty (30) days prior written notice to Landlord and to any Holder of any SecurityInstrumentdesignated by Landlord and such policy shall
be endorsed to provide that the insurer thereunder shall provide Landlord with written notice of any failure by Tenant to pay any premium thereunder
when due and such failure continues for a period of ten (10) days after such date. Tenant shall furnish Landlord with a replacement certificate with
respect to any insurance not less than thirty (30) days prior to the expiration of the current policy. Tenant shall have the right to provide the insurance
required by this Exhibit "G" pursuant to blanket policies, but only if such blanket policies expressly provide coverage to the Premises and the
Landlord as required by this Lease without regard to claims made under such policies with respect to other persons.
3. Miscellaneous. Tenant shall not keep, use, sell or offer for sale in or upon tine Premises any article which may be prohibited by any
insurance policy periodically in force covering the Premises, the Building or the Project. If any of Landlord's insurance policies shall be cancelled or
cancellation shall be threatened or the coverage thereunder reduced or threatened to be reduced in any way because of the use of the Premises or any
part thereof by Tenant or any assignee, subtenant, licensee or invitee of Tenant and, if Tenant fails to remedy the condition giving rise to such
cancellation, threatened cancellation, reduction of coverage, or threatened reduction of coverage, within 48 hours after notice thereof, Landlord may,
at its option, either terminate this Lease or enter upon the Premises and attempt to remedy such condition, and Tenant shall promptly pay the cost
thereof to Landlord as Additional Rent. if Landlord is unable, or clects not to remedy such condition, then Landlord shall have all of the remedies
provided for in this Lease upon the occurrence of an Event of Default. Tenant shall not do or permit to be done any act or things upon or about the
Premises or the Project, which will: (a) result in the assertion of any defense by the insurer to any claim under, (b) invalidate or (c) be in conflict
with, the insurance policies of Landlord or Tenant covering the Building, the Premises or fixtures and property therein, or which would increase the
rate of fire insurance applicable to the Building or the Project to an amount higher than it otherwise would be; and Tenant shall neither do nor permit
to be done any act or thing upon or about the Premises or the Building which shall or might subject Landlord to any liability or responsibility for
injury to any person or persons or to property. If, as a result of any act or omission by or on the part of Tenant or violation of this Lease, whether or
801 W Civic Center Dr— City ofSanra Ana Lease -I- Exhibit G
4t --Moe]
not Landlord has consented to the same, the rate of"All Risk" or other type of insurance maintained by Landlord on or with respect to the Building
and fixtures and property therein, shall be increased to an amount higher than it otherwise would be, Tenant shall reimburse Landlord for all
increases of Landlord's insurance premiums so caused within ten (10) days after delivery of written demand therefor by Landlord. In any action or
proceeding wherein Landlord and Tenant are parties, a schedule or "make-up" of rates for the Project or the Premises issued by the body making fire
insurance rates or established by insurance carrier providing coverage for the Building or demised premises shall be presumptive evidence of the
facts stated therein including the items and charges taken into consideration in fixing the "All Risk" insurance rate then applicable to the Building or
the Premises.
801 W Civic Center Dr—City of Santa Atur Lease -2- Exhibit G
25B-49
EXHIBIT "H"
REMEDIES
Remedies for Events of Default
1.1 Landlord's Right To Terminate Unon Tenant Default. In the event of any Event of Default by Tenant as provided in Sectionec
15.1 of the Lease, Landlord shall have the right to terminate this Lease and rover possession of the Premises by giving written notice to Tenant of
Landlord's election to terminate this Lease, in which event Landlord shall be entitled to receive from Tenant: (a) the worth at the time of award or
any unpaid Rent which had been earned at the time of such termination; plus (b) the worth at the time of award of the amount by which the unpaid
Rent which would have been earned after termination until the time of award exceeds the amount of such rental loss Tenant proves could have been
reasonably avoided; plus (c) the worth at the time of award of the amount by which the unpaid Rent for the balance of the Term after the time of
award exceeds the amount of such rental loss that Tenant proves could be reasonably avoided; plus (d) any other amount necessary to compensate
Landlord for all the detriment proximately caused by Tenant's failure to perform its obligations under this Lease or which in the ordinary course of
things would be likely to result therefrom; and (e) at Landlord's election, such other amounts in addition to or in lieu of the foregoing as may be
permitted from time to time by applicable law. As used in clauses (a) and (b) above, "worth at the time of award" shall be computed by allowing
interest at the then highest lawful contract rate of interest. As used in clause (c) above, "worth at the time of award" shall be computed by
discounting such amount at the Interest Rate.
1.2 Landlord's Right To Continue Lease Upon Tenant Defeatt. In the event of an Event of Default of this Lease and
abandonment of the Premises by Tenant, if Landlord does not elect to terminate this Lease as provided in Section 1.1 of this Exhibit "H", Landlord
may from time to time, without terminating this Lease, enforce all of its rights and remedies under this Lease. Without limiting the foregoing,
Landlord has the remedy described in California Civil Code Section 1951.4 (Landlord may continue this Lease in effect after Tenant's breach and
abandonment and recover Rent as it becomes due, if Tenant has the right to sublef or assign, subject only to reasonable limitations).
1.
1.3 Rieht of Landlord to Perform. All covenants and agreements to be performed by Tenant under this Lease shall be performed
by Tenant at Tenant's sole cost and expense. If Tenant shall fail to pay any sum of money, other than Base Rent, required to be paid by it hereunder
or shall fail to perform any other act on its part to be performed hereunder, then, in addition to and without prejudice to any other right or remedy of
Landlord, Landlord may cure the same at the expense of Tenant; (a) immediately and without notice in the case: (f) of emergency, (ii) where such
default unreasonably interferes with any other tenant in the Project, (iv) a failure to satisfy or otherwise discharge any Encumbrance, (iv) where such
default will result in the violation of Law or the cancellation of any insurance policy maintained by Landlord, or (v) any failure of Tenant to perform
any of its obligations under Section 3.3.1 and Section 10.5 of this Lease above and (ii) in any other case if such default continues for ten (10) days
from the receipt by Tenant of notice of such default from Landlord. Any sums so paid by Landlord and all incidental costs plus Landlord's
reasonable administration fee thereon, together with interest thereon at the Default Rate from the date of such payment, shall be payable to Landlord
as Additional Rent on demand, and Landlord shall have the same rights and remedies in the event of nonpayment as in the case of default by Tenant
in the payment of Rent. This Section L3 of this Exhibit "H" shall survive the expiration or termination of this Lease.
1.4 Late Payment. If two (2) or more Rent Delinquencies shall occur in any twelve (12) month period, Landlord may, without
prejudice to any other rights or remedies available to it, upon written notice to Tenant: (a) require all remaining monthly installments of Rent to be
paid three (3) months in advance and/or (b) require Tenant to increase the Security Deposit (if any) by an amount equal to one month's Rent.
1.5. Subleases of Tenant. Whether or not Landlord elects to terminate this Lease on account of an Event of Default, Landlord shall
have the right to either: (a) terminate any and all subleases, licenses, concessions or other consensual arrangements entered into by Tenant that affect
the Premises or (b) in its sole discretion, elect to succeed to Tenant's interest in such subleases, licenses, concessions or arrangements (in which case,
as of the date of such election, Tenant shall have no further right to or interest in the rent or other consideration receivable thereunder).
2. Efforts to Relet. No re-entry or taking of possession of the Premises by Landlord following an Event of Default shall be construed as an
election to terminate this Lease unless a written notice of such election shall be given to Tenant or unless the termination thereof be decreed by a
court of competent jurisdiction, and Tenant's right to possession shall not be deemed to have been terminated by efforts of Landlord to relet the
Premises, by its acts of maintenance or preservation with respect to the Premises, or by appointment of a receiver to protect Landlord's interests
under the Lease. The foregoing enumeration is not exhaustive, but merely illustrative of acts which may be performed by Landlord without
terminating Tenant's right to possession. Notwithstanding any reletting of the Premises following any Event of Default without termination of this
Lease by Landlord, Landlord may, at any time after such reletting, elect to terminate this Lease for any Event of Default. To the fullest extent
permitted by Law, the procceds of any reletting of the Premises shall be applied: (a) first, to pay to Landlord all costs and expenses of such reletting
(including, without limitation, costs and expenses of retaking or repossessing the Premises, removing persons and property therefrom, securing new
tenants, including expenses for redecoration, alterations and other costs in connection with preparing the Premises for the new tenant, and if Landlord
shall maintain and operate the Premises, the casts thereof) and receivers' fees incurred in connection with the appointment of and performance by a
receiver to protect the Premises and Landlord's interest under this Lease and any necessary or reasonable alterations; (b) second, to the payment of
any indebtedness of Tenant to Landlord other than Rent due and unpaid hereunder; (c) third, to the payment of Rent due and unpaid hereunder; and
(d) the residue, if any, shall be held by Landlord and applied in payment of other or future obligations of Tenant to Landlord as the same may become
due and payable, and Tenant shall not be entitled to receive any portion of such revenue, This Section 3 of this Exhibit "H" shall survive the
expiration or termination of this Lease.
3, Cumulative Remedies. The specific remedies to which Landlord may resort under the terns of this Lease are cumulative and are not
intended to be exclusive of any other remedies or means of redress to which it may be lawfully entitled in case of any breach or threatened breach by
Tenant of any provisions of this Lease. In addition to the other remedies provided in this Lease, Landlord shall be entitled to a restraint by injunction
of the violation or attempted or threatened violation of any of the covenants, conditions or provisions of this Lease or to a decree compelling specific
performance of any such covenants, conditions or provisions. In addition, upon the occurrence of an Event of Default by Tenant, if the Premises or
any portion thereof are sublet, Landlord, in addition and without prejudice to any other remedies herein provided or provided by Law, may, at its
SOI JV Civic Center Dr -City ofSaeta Ana Lease -I- Exhibit H
25B-50
option, collect directly from the sublessee all rentals becoming due to the Tenant and apply such rentals against other sums due hereunder to
Landlord.
4. Waiver of Right of Redemption. Tenant hereby waives for Tenant and for all those claiming under Tenant all right now or hereafter
existing to redeem by order or judgment of any court or by any legal process or writ, Tenant's right of occupancy of the Premises after any
termination of this Lease. Notwithstanding any provision of this Lease to the contrary, the expiration or termination of this Lease and/or the
termination of Tenant's rights to possession of the Premises shall not discharge, relieve or release Tenant from any obligation or liability whatsoever
under any indemnity provision of this Lease,.including without limitation the provisions of Section 14.1 of the Lease.
801 WCfvic Center Dr— My ofSaata Ana Lease -2- Exhibit H
25B-51
EXHIBIT "1"
FORM OF TENANT ESTOPPEL CERTIFICATE
The undersigned as Tenant under that certain Office Lease dated , 20 (the "Lease") between CF SANTANA, LLC, a
Delaware limited liability company, as landlord, and the undersigned, as tenant, for Premises on the floor of the Office Building located at 801
West Civic Center Drive, Santa Ana, California certifies as follows:
1. True, correct and complete copies of the Lease and all amendments, modifications and supplements thereto are attached hereto and the
Lease, as so amended, modified and supplemented, is in full force and effect, and represents the entire agreement between Tenant and
Landlord with respect to the Premises and the Property. There are no amendments, modifications or supplements to the Lease, whether oral
or written, except as follows (include the date of such amendment, modification or
2. The undersigned has commenced occupancy of the Premises described in the Lease, currently occupies the Premises, and the
Commencement Date of the Lease occurred on , 20_.
3. Tenant has not transferred, assigned, or sublet any portion of the Premises nor entered into any license or concession agreements with
respect thereto except as follows:
4. Base Rent became payable on
5. In accordance with the Lease, Rent commenced to accrue on , 20—.
6. The Term of the Lease expires on
7. The Lease provides for an option to extend the term of the Lease for _ years. The rental rate for such extension term is as follows:
- - . Except as expressly provided in the Lease, and other documents
attached hereto, Tenant does not have any right or option to renew or extend the term of the Lease, to Lease other space at the Property, nor
any preferential right to purchase all or any part of the Premises or the Property.
8. All conditions of the Lease to be performed by Landlord necessary to the enforceability of the Lease have been satisfied and Landlord is
not in default thereunder. All space and improvements leased by Tenant have been completed and furnished in accordance with the
provisions of the Lease, and Tenant has accepted and taken possession of the Premises.
9. There are no offsets or credits against rentals payable under the Lease and no free periods or rental concessions have been granted to
Tenant, except as follows:
10. All monthly installments of Base Rent, all Additional Rent and all monthly installments of estimated Additional Rent have been paid when
due through The current monthly installment of Base Rent is $
it. The undersigned acknowledges that this Estoppel Certificate may be delivered to Landlord's prospective mortgagee, or a prospective
purchaser, and acknowledges that it recognizes that if same is done, said mortgagee, prospective mortgagee, or prospective purchaser will
be relying upon the statements contained herein in making the loan or acquiring the property of which the Premises are a part, and in
accepting an assignment of the Lease as collateral security, and that receipt by it of this certificate is a condition of making of the loan or
acquisition of such property.
Each individual executing this Estoppel Certificate on behalf of Tenant hereby represents and warrants that Tenant is a duly formed and
existing entity qualified to do business in California and that Tenant has full right and authority to execute and deliver this Estoppel Certificate and
that each person signing on behalf of Tenant is authorized to do so.
Executed at on the _ day of . 20—.
"Tenant":
By:
Its:
801 IPCinic Center Dr—City ofSa,aa Ana Lease 4- Exhibit I
25B-52
EXHIBIT "J"
OPTIONS
This Exhibit "J" consists of the following Schedules: Schedule `h -I" (Extension Option[s]); Schedule'? -2" (Additional Space Option[s]); and
Schedule "J•3" (Determination of FMRR), all of which are incorporated herein by this reference. Notwithstanding anything to the contrary in this
Lease: (a) all of the rights and options of Tenant that are described in this Exhibit "J" (collectively, the "Options") are and shall be personal to the
Original Tenant, are not transferable and may only be exercised by the Original Tenant (and not by any assignee, sublessee or other Transferee of
Tenant's interest in this Lease), and (b) the Extension Option and Right of First Offer may be exercised only on the condition that, at the applicable
time, the Original Tenant then occupies the entire premises. In addition, notwithstanding anything to the contrary in this Lease, at the election of
Landlord (in its sole and absolute discretion): (i) any attempted exercise by Tenant of the Extension Option or Right of First Offer shall be invalid
and ineffective if, as of the date of such attempted exercise: (A) Tenant is in default under this Lease or (B) Tenant has previously been in default
under this Lease more than two times, and (ii) if as of the date that the Extension Option or Tenant's lease of any Leased First Right Space (defined
below) would otherwise commence: (A) Tenant is in default under this Lease or (B) Tenant has previously been in default under this Lease more
than two times, Landlord may cancel Tenant's exercise of the Extension Option or the Right of First Offer with respect to the applicable Offered First
Right Space, as applicable, by delivery of written notice to Tenant.
801 1Y Civic Center Dr—C4 gfSanla Ana Lease -I- Exhibit J
25B-53
Schedule 11,14"
Extension Options
1. Grant of Option. Subject to all of the terms and conditions of this Schedule "J-1", in connection with Tenant's lease of the Premises,
Tenant shall have two (2) options (each an "Extension Option") to extend the term of this Lease as to the entire Premises then subject to this Lease,
each for an additional term (each "Extension Term") of sixty (60) months, subject to and upon the terms and conditions contained in this Schedule
"T=1". The Extension Term shall commence upon the day immediately following the then scheduled Expiration Date, and shall be upon the same
terms and conditions as are provided for in this Lease, as then amended, except that: (a) if Tenant fails to timely exercise the Extension Option, the
Extension Option (and any other rights to extend or renew the Tenn) shall lapse and Tenant shall have no further right to extend the Tenn of the
Lease, (b) there shall be no further options to extend the Term pursuant to this Schedule `Y -I" or otherwise following the second (2°d) Extension
Term, (c) Tenant shall not be entitled to any credit against Rent or any other rent concession or rent allowance or abatement of Rent, except as
specifically provided in the definition of the FMRR, (d) the Base Rent for the Extension Term shall be as provided in Section 3 of this Schedule'
-L, and (e) the Base Year for the Extension Term shall be the calendar year in which the Extension Term commences.
2 Exercise. An Extension Option may be exercised only by Tenant giving written notice of exercise (an "Extension Notice") to Landlord on
or before the date that is not more than twelve (12) and not less than nine (9) months prior to the then scheduled Expiration Date. If Tenant does not
deliver an Extension Notice to Landlord within the time period set forth above (time being of the essence), then Tenant shall be deemed to have
forever waived and relinquished the Extension Option, and any other options or rights to renew or extend the Term effective after the then Expiration
Date shall terminate.
3 . Annual Base Rent. The Base Rent payable for the Premises during an Extension Term (the "Extension Term Base Rent") shall be equal
to (a) the Rentable Area of the Premises then subject to this Lease, multiplied by (b) the FMRR of the Premises as of the first day (an "Adjustment
Date") of such Extension Term, and shall be determined as follows.
3.1 If Tenant duly exercises the Extension Option, Landlord shall within thirty (30) days thereafter, deliver to Tenant a written notice
(a "Market Rent Notice") of Landlord's determination of what Landlord then believes the FMRR (and Extension Term Base Rent) would be for the
Premises during the Extension Tenn.
3.2 Within ten (10) days after Tenant's receipt of a Market Rent Notice, Tenant shall deliver to Landlord written notice (a "Market
Rent Response Notice") electing either: (a) to accept the FMRR (and Extension Term Base Rent) set forth in the Market Rent Notice, in which case
the FMRR (and Extension Term Base Rent) shall be as set forth in the Market Rent Notice, or (b) to reject Landlord's determination of the FMRR
(and Extension Term Base Rent), in which case the FMRR (and Extension Term Base Rent) shall be determined in accordance with Schedule "J-3".
3.3 If Tenant fails to deliver Tenant's Market Rent Response Notice within ten (10) days after its receipt of a Market Rent Notice (or
fails in its Market Response Notice to expressly reject Landlord's determination of the FMRR (and Extension Term Base Rent) set forth in a Market
Rent Notice), Tenant shall conclusively be deemed to have accepted Landlord's determination of the FMRR (and Extension Term Base Rent) set
forth in the Market Rent Notice.
301 JY Civic Center Dr— 00ry of Santa Aim Lease -2- Exhibit J
25B-54
Schedule "J-2"
Richt of First Offer
I Grant. Subject to all of the terns and conditions of this Exhibit "P', Tenant shall have the right (the "Right of First Offer') to elect to
lease any portion of the First Right Space (defined below) that becomes Available for Lease (defined below) at any time during the Term. The "First
Right Space" means any space on the second (2"d) floor of the Building that is not within the Premises. A portion of the First Right Space shall be
"Available For Lease" if. (a) Landlord receives a Third Party Offer (defined below) with respect to such space, (b) such space is vacant or is
scheduled to become vacant within six (6) months, and (c) such space is not subject to any then existing expansion or renewal rights of any type that
is or are set forth in any lease affecting space in the Project. "A Third Party Offer" means any written offer or proposal for the lease of all or any
portion of the First Right Space that is delivered by Landlord to a third party, or that is received by Landlord from a third party, in either case, on
terms that are acceptable to Landlord (excluding any such offers or proposals that either: (i) relate to any expansion or renewal rights that are set
forth in any lease affecting space in the Project that exists as of the Effective Date or (if) are for the renewal or extension of the tern of the lease for
any then existing tenant of the applicable portion of the First Right Space).
Procedure for Offer and Acceptance.
2.1 First Offer Notice. Subject to the terms and conditions of this Schedule "1-2" if all or any portion of the First Right Space
becomes Available for Lease, Landlord shall notify Tenant thereof in writing (the "First Offer Notice"). The First Offer Notice shall also: (a)
describe (and state the Rentable Area of) the portion of the First Right Space that is then Available for Lease (the "Offered First Right Space'), (b)
state the date (the "Offered Space Scheduled Commencement Date') upon which Landlord then believes the Offered First Right Space will be
available for delivery to Tenant, (c) state Landlord's determination ;of the economic terms (including the Base Rent, Base Year, Improvement
Allowance, abated Rent and other Rent Concessions defined below) on which Landlord is willing to lease the Offered First Right Space to Tenant
(the "Offered Terms"), and (d) state that the expiration of Tenant's lease of the First Right Space shall be coterminous with the lease for the
Premises, provided that: (i) if there shall be less than five (5) years remaining in the Tenn as of the at the Offered Space Scheduled Commencement
Date for any Offered First Right Space, the First Offer Notice shall state that Tenant's exercise of its Right of First Offer with respect to such Offered
First Right Space is conditioned upon Tenant concurrently exercising an Extension Option (with it being understood and agreed that Tenant shall
have no right under this Schedule "J-2" to lease any portion of the First Right Space for which the Offered Space Scheduled Commencement Date
will occur during the last five (5) years of the Term unless, (A)'at such time, Tenant shall have an unexercised Extension Option and (B) Tenant
shall, in its Tenant's Acceptance Notice, exercise such Extension Option.
2.2 Tenant's Acceptance Notice. Tenant may exercise its right to lease the Offered First Right Space identified in any First Offer
Notice only by delivering to Landlord, not more than ten (10) business days after Landlord's delivery of the applicable First Offer Notice, written
notice ("Fenant's Acceptance Notice') stating that Tenant accepts Landlord's offer to lease the Offered First Right Space. If Tenant does not
deliver Tenant's Acceptance Notice to Landlord within five (5) business days after Landlord's delivery of any First Offer Notice, time being of the
essence, then subject to Section 2.3 below, Tenant's Right of First Ot%r shall no longer apply to the applicable Offered First Right Space and,
Landlord shall be free to lease the Offered First Right Space described in the First Offer Notice to third parties selected by Landlord at such rental
rates and upon such terms as Landlord in its sole discretion may desire.
2.3 Landlord's Obligation to Ro Offer. Notwithstanding the foregoing, before leasing any Offered First Right Space to any other
person or entity on economic terms that are more than ten percent (10%) more favorable (on an annualized net effective rent basis) than the Offered
Terms specified in the First Offer Notice, subject to all of the terms and conditions of this Schedule "J-2", Landlord must re -offer such Offered First
Right Space to Tenant on the more favorable economic terms by delivering another First Offer Notice with respect to such space in accordance with
Section 2.1 of this Schedule "J-2", and Tenant shall again have the right to elect to lease such space by delivering a Tenant's ROM Acceptance
Notice in accordance with Section 1. IX of this Schedule "J-2" provided that Tenant shall have only five (5) business days after receipt of any
such First Offer Notice within which to deliver its Tenant's Acceptance Notice with respect to such Offered First Right Space that is re -offered to
Tenant in accordance with this Section 2.3.
Term; Rent; Other Terms.
3.1 If Tenant duly exercises its Right of First Offer in accordance with this Schedule "J-2" with respect to any Offered First Right
Space that is identified in any First Offer Notice (any such space "Leased First Right Space"), then: (a) the term of the lease of such Leased First
Right Space shall commence upon the date (the "First Right Commencement Date") that Landlord tenders to Tenant delivery of possession of such
Leased First Right Space, (b) the expiration of Tenant's lease of the Leased First Right Space shall be coterminous with the termination of the Lease
for the then existing Premises, (c) except as expressly provided to the contrary in this Schedule'? -2" , the remaining terms of Tenant's lease of such
Leased First Right Space shall be the terms and conditions of this Lease (provided that all provisions of the Lease which vary based upon the
Rentable Area of the Premises shall be adjusted to reflect the addition of the Leased First Right Space to the Premises) and (b) Landlord and Tenant
shall reasonably promptly thereafter execute an amendment to this Lease for such Leased First Right Space upon the terms and conditions as set forth
in the First Offer Notice, subject to the provisions of this Schedule "1-2" .
3.2 The monthly base rent payable by Tenant with respect to any Leased First Right Space (the "ROFO Rent") shall commence on
the applicable First Right Commencement Date and shall be equal to the product of: (a) the number of square feet of Rentable Area contained in
such Leased First Right Space and (b) the FMRR for such Leased First Right Space. If in the applicable Acceptance Notice, Tenant expressly rejects
Landlord's determination of the FMRR (and ROFO Rent) for the applicable Leased First Right Space, then the FMRR (and ROFO Rent) for such
Leased First Right Space shall be determined in accordance with Schedule `J-3", provided that if the FMRR (and ROFO Rent) for any Leased First
Right Space shall not be determined as of the First Right Commencement Date, the patties shall utilize Landlord's Submitted FMRR (defined below)
to determine the ROFO Rent for the applicable Leased First Right Space, and if Tenant's Submitted FMRR shall be ultimately selected pursuant to
801 W CWic Center Dr—City ofSmue rine Leese -3- Exhibit J
25B-55
Schedule "J-3", Tenant shall be given a credit against ROFO Rent next due hereunder equal to the amount of any overpayment. If Tenant fails, in the
applicable Acceptance Notice, to expressly reject Landlord's determination of the FMRR (and ROFO Rent) set forth in the applicable First Offer
Notice, then Tenant shall conclusively be deemed to have accepted Landlord's determination of the FMRR (and ROFO Rent) for the applicable
Leased First Right Space as set forth in the applicable First Offer Notice. Notwithstanding anything to the contrary herein, Tenant shall pay
Additional Rent with respect to any Leased First Right Space in the same manner as for the Initial Premises, including, without limitation, in
accordance with the provisions of Section 4.2 of the Lease, and Tenant's Percentage Share shall be increased to take into account the expansion of
the Premises to include such Leased First Right Space.
3.4 Delivery and Condition of Leased First Right Space; Delivery Improvement.
3.4.1 Landlord shall endeavor to deliver the Leased First Right Space to Tenant on or before the applicable Offered Space
Scheduled Commencement Date (as identified in the applicable First Offer Notice); provided, however, that if for any reason, Landlord is not in a
position to so deliver such Leased First Right Space on such date, Landlord shall not be in breach under this Lease and otherwise shall have no
liability to Tenant so long as Landlord uses commercially reasonable efforts to deliver such Leased First Right Space to Tenant as soon as reasonably
possible thereafter.
3.4.2 Tenant shall accept any Leased First Right Space in its then existing "AS IS" condition and state of repair, and
Landlord shall not be required to perforin any work, supply any materials or incur any expense (including the granting of any allowance to Tenant
with respect thereto) to prepare any Leased First Right Space for Tenant's occupancy; provided, however, that; (a) Landlord shall cause the Leased
First Right Space to be demised prior to the date on which it is delivered to Tenant, and (b) to the extent (and only to the extent) determined in
connection with determination of the FMRR for any Leased First Right Space; (i) if such Leased First Right Space has not, prior to the date the same
is delivered to Tenant, previously been improved, Landlord shall grant to Tenant, a rent free construction period (with respect to the ROFO Rent
payable for such Leased First Right Space only) for the construction of the initial Leasehold Improvements (if any) in such Leased First Right Space,
and (B) Landlord may grant to Tenant an improvement allowance to be used for costs that are incurred in connection with the construction of the
initial Leasehold Improvements (if any) in such Leased First Right Space. The construction of all Leasehold Improvements by Tenant in any Leased
First Right Space shall comply with the provisions of Article 10 of the Lease
801 11'Chle Canter Dr—City of Santa Ana Lease -4- Exhibit J
25B-56
Schedule "J-3"
Determining FMRR.
For purposes of determining the FMRR, the following procedure shall apply:
1 If Tenant duly exercises any Extension Option and duly rejects Landlord's determination (in its Market Rent Notice of the FMRR for the
Extension, then Landlord and Tenant shall endeavor to agree upon the FMRR for the Extension Term on or before the Outside Agreement Date
(defined below). If Landlord and Tenant are unable to agree upon the FMRR for the Extension Term on or before the Outside Agreement Date, then
the FMRR for the Extension Term shall be determined by arbitration pursuant to Section 2 of this Schedule "J-3". The "Outside Agreement Date"
means the date that is ten (l0) business days after the date that Tenant notifies Landlord, in its Market Rent Response Notice that Tenant has rejected
Landlord's initial determination of the FMRR for the Extension Tern.
2 If Landlord and Tenant shall fail to agree upon the FMRR for the Extension Tenn on or before the applicable Outside Agreement Date,
then within ten (10) business days thereafter, each of Landlord and Tenant shall submit to the other its final determination of the FMRR for the
Extension Term and such final determinations shall be submitted to arbitration (as Tenant's and Landlord's "Submitted FNIRR," respectively) in
accordance with the following:
2.1 Landlord and Tenant shall each appoint one arbitrator who shall by profession be a real estate broker who shall have been active
in the leasing of the project and the Comparable Buildings over the five (5) year period ending on the date of such appointment. The determination
of the arbitrators shall be limited solely to the issue as to whether Landlord's or Tenant's Submitted FMRR is the closest to the actual FMRR for the
Extension Term, as determined by the arbitrators, taking into account the requirements of this Schedule "J-3". Each such arbitrator shall be
,appointed within fifteen (15) business days after the Outside Agreement Date.
2.2 The two arbitrators so appointed shall, within ten (10) business days of the date of the appointment of the second appointed
arbitrator, agree upon and appoint a third arbitrator who shall be qualified under the same standard as described in Section 2.1 of this Schedule "J-3"
(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 a decision as to whether the
parties shall use Landlord's or Tenant's Submitted FMRR and shall notify Landlord and Tenant thereof; provided that: (a) if either Landlord or
Tenant fails to appoint an arbitrator within fifteen (15) business day period described in Section 2.1 of this Schedule "J-3", then the arbitrator
appointed by the other parry shall solely reach a decision as to the FMRR for the Extension Term and notify Landlord and Tenant thereof within
thirty (30) days following expiration of such fifteen (15) business day period, and such arbitrator's decision shall be binding upon Landlord and
Tenant, and (b) if the two arbitrators fail to agree upon and appoint a third arbitrator, or both paries fail to appoint an arbitrator, then the appointment
of the third arbitrator or any arbitrator shall be dismissed and the matter to be decided shall be promptly submitted to arbitration under the provisions
of the American Arbitration Association (the "AAA"), but subject to the instructions set forth in this Schedule'? -3".
2.4 The decision of the majority of the three arbitrators (or in the case of a decision made under clause (a) or (b) of Section 2.3 of this
Schedule "J-3" the decision of the single arbitrator or the arbitrator(s) appointed by the AAA) shall be binding upon Landlord and Tenant, shall be in
writing and shall be non -appealable, and counterpart copies thereof shall be delivered to Landlord and Tenant. Ajudgment or order based upon such
award may be entered in any court of competent jurisdiction. In rendering their decision and award, the arbitrators shall have no power to vary,
modify or amend any provision of this Lease.
2.5 Landlord and Tenant shall each bear 50% of the cost of the arbitration described in this Section 2 of this Schedule `J-3".
801 lF Civic Center Dr—City of Santa Ana Lease -5- Exhibit J
25B-57
EXHIBIT "K"
EYEBROW SIGN
1. Grant of Rights. In connection with Tenant's lease of the Premises, subject to all of the terms and conditions of this Exhibit "IC", Tenant
shall have the non-exclusive right to cause Landlord to display signage (the "Eyebrow Sign") identifying Tenant by its Business Name (defined
below) on the Building in the location described in Section 2.1 of this Exhibit "K". All of the Tenant's rights under this Exhibit "K" are personal to
the Original Tenant and are not transferable in connection with any Transfer or otherwise. "Business Name" means only "City of Santa Ana", or any
other business or trade name of Tenant that not an Objectionable Name. "Objectionable Name" means any name that: (a) relates to an entity that is
of a character or reputation, or is associated with a political orientation or faction that is materially inconsistent with the quality of the project, or
which would otherwise reasonably offend an institutional quality landlord of a building comparable to the Buildings in Downtown Santa Ana, taking
into consideration the size and visibility of the Pylon Sign or (b) conflicts with any then existing covenants in other leases of space in the Building or
Project.
2. Location: Specifications and Permits.
2.1 Subject to Section 2.2 of this Exhibit "K" below,.The Eyebrow Sign shall be located on the "eyebrow level" of the Building (i.e.,
just above the first Boor of the Building) on a side of the Building reasonably designated by Landlord. The graphics, materials, color, design,
lettering, size, exact location, lighting (if any) and specifications and. all other aesthetic factors (collectively, the "Sign Specifications") of the
Eyebrow Sign shall be approved by Landlord in its sole and absolute discretion. In addition, all of Tenant's rights under this Exhibit "K" with
respect to the Eyebrow Sign shall be subject to: (a) the receipt of and continuing compliance with all required governmental permits and approvals
(and the submission of copies thereof to Landlord) required for the installation and continuing display of each of the Eyebrow Sign and (b) the
continuing compliance of the Eyebrow Sign with all applicable Laws.
2.2 Landlord shall have the right, in its sole but good faith discretion to: (a) position and/or reposition the Eyebrow Sign on the
Building in any manner as it shall reasonably determine (provided that such Eyebrow Sign shall be located on the side of the Building described in
Section 2.1 of this Exhibit "K" above) and (b) place on or about the Building or Project (or on other signs for the Building or Project): (i) the name
of (and/or other identifying information for) Landlord, the Building and/or Project or (ii) such other names, business names, trade names or affiliate
names representing,such other tenants or persons, in either case, as Landlord shall determine in its sole and absolute discretion.
3 Cost and Maintenance. The Eyebrow Sign shall he fabricated and installed by a contractor retained by Landlord, and shall be operated,
and maintained by Landlord. Tenant shall, within ten (10) business days following Landlord's demand therefor, reimburse Landlord as Additional
Rent, for all costs and expenses actually incurred by Landlord in connection with or relating to the fabrication, installation, operation, maintenance,
repair, and eventual removal and disposal of the Eyebrow Sign, including, without limitation, the cast of utility charges and hook-up fees (if
applicable), permits, and maintenance and repairs. The terms of this Section 3 of this Exhibit "K" shall survive the expiration or earlier termination
of this Lease.
4. Termination: Removal
4.1 Notwithstanding any provision of this Lease to the contrary, by notice delivered to Tenant, Landlord may, at its option, elect to
terminate all of Tenant's rights with respect to the Eyebrow Sign; (a) at any time that the Original Tenant (together with any Permitted State &
County Transferees in accordance with Section 11. 1. above) is no longer leasing and occupying 20,000 RSF in the Building, (b) if this Lease is
assigned to any Person, or (c) if any Event of Default occurs.
4.2 Upon the expiration or earlier termination of this Lease, or after termination of Tenant's rights with respect to the Eyebrow Sign
as provided above, Landlord may, at Tenant's sole cast and expense remove the Eyebrow Sign from the Building and cause the areas in which such
Eyebrow Sign was located to be restored to the condition existing immediately prior to the placement of such sign (subject to ordinary wear and tear).
Tenant shall reimburse Landlord for all of its costs incurred in connection therewith in accordance with Section 3 of this Exhibit "K" above. The
terms of this Section 4.2 of this Exhibit "K" shall survive the expiration or earlier termination of this Lease.
801 NCivie Center Dr— City of Santa Ann Lease -I- Exhibit
25B-58
EXHIBIT "U'
STATE REQUIREMENTS
I. If applicable, Landlord will provide a Seismic Certificate of Applicable Code in the form described in Schedule "Ll" with respect to
seismic adequacy.
2. Landlord has provided the Accessibility Survey with respect to the Premises and the path of travel from/to public transportation and public
rights-of-way, parking and restroom areas attached hereto as Schedule "L-2". Landlord will perforin all work required to correct the
conditions identified in: (a) Form I (restriping ADA stalls); (b) Form 3A (Item 2) (install an intercom system that will alert dedicated
personnel to assist those in need from the public sidewalk); (c) Form 13 (modify elevator panels to provide minimum toe kick clearance);
and (d) Form 16 (update the 2°d floor restrooms). The condition identified in Form 8 (Stairs) will not be corrected, and is accepted by
Tenant as an acceptable hardship.
3. Landlord will additionally provide a Verified Report Form G following completion of construction.
801 JVC1v1c Cerner Dr—Cdy of Santa Ana Lease -t - Exhibit fr
25B-59
Schedule "L-1"
Form of Seismic Certificate of Applicable Code
[attached]
[346805.4/1234.1751
25B-60
Schedule "L-2"
Accessibility Survey
[attached]
801 W Civic Center Dr—City afSaata Ana Lease -I- Exhibit L
25B-61
RE: 801 W. Civic Center, Santa Ana —Accessibility Checklist
RESD Project Number: 142056
Dear William,
Upon review of the accessibility checklist and survey of the site conditions, below is a summary of our
findings and recommendations for correcting the non-compliant items. In particular, remediation work
for 3 specific items omthe list would have significant impacts on other aspects of the building. Such
Impact is listed for your consideration.
Parking (Form 1) Item 1 thru 4
o Restripe parking, relocate or rework parkingsurface
Exterior Routes of Travel (Form 3A)
o Item 1—Condition does not apply if accessible parking is relocated
o Item 2—Alternate provision to provide an intercom system that will alert dedicated
personnel to assist those in need
Exterior Routes of Travel 9 (Form 3B) Items 1 thru 2
o Condition does not apply If accessible parking is relocated
Curb Ramps (Form 4) Items 1 thru 2
o Condition does not apply if accessible parking is relocated
Drinking Fountains (Form 5)
o Drinking fountains are not required if tenant spaces have potable water access of
occupants.
Ramps (Form 7)
o Condition does not apply if accessible parking is relocated
Stairs (Form B)
o Stair risers are Y<" higher than code maximum. Remediation would require the
reconstruction of the stairwells. The California building code has an explicit exception
that would allow for such condition (118-210.1 Exception:2) provided DGS accepts this
as hardship.
Building Entrances and Exits (Form 30)
o Provide required signage and adjust door closer
801 W Civic Center Dr — City oyrSunta Ann Lease
25B-62
Exhibit L
SM aristd Parkway
Gulvar Citt 00.00230
I0LL;a'252
516 Snu61 Aower54aoy 5uito 100
Lna Anaehs, CA MI
213229.14c0
SHLEMMEO • At GAZE• ASSGC.iATES
10201 von Karan Avenue. S to 126
hhls, CA 92612
9:2.7248358
March 10, 2017
635 Kral.a s7aac sufto 1563
San Fra isa , CA 94105
a 15.;tWOU
Mr. William Lee
4851 us Some1sau64Sm 100
Vice President
1.4n,11m,larxavoae30
.a82C0.12i:0
Ocean West
120 Etet23rdStr 4Sth Floor
315 W. 9th Street, Suite 808
Naw VaAy NV10010
Los Angeles, CA 90015
917.512.68M
'
vrolwsaMacmn
RE: 801 W. Civic Center, Santa Ana —Accessibility Checklist
RESD Project Number: 142056
Dear William,
Upon review of the accessibility checklist and survey of the site conditions, below is a summary of our
findings and recommendations for correcting the non-compliant items. In particular, remediation work
for 3 specific items omthe list would have significant impacts on other aspects of the building. Such
Impact is listed for your consideration.
Parking (Form 1) Item 1 thru 4
o Restripe parking, relocate or rework parkingsurface
Exterior Routes of Travel (Form 3A)
o Item 1—Condition does not apply if accessible parking is relocated
o Item 2—Alternate provision to provide an intercom system that will alert dedicated
personnel to assist those in need
Exterior Routes of Travel 9 (Form 3B) Items 1 thru 2
o Condition does not apply If accessible parking is relocated
Curb Ramps (Form 4) Items 1 thru 2
o Condition does not apply if accessible parking is relocated
Drinking Fountains (Form 5)
o Drinking fountains are not required if tenant spaces have potable water access of
occupants.
Ramps (Form 7)
o Condition does not apply if accessible parking is relocated
Stairs (Form B)
o Stair risers are Y<" higher than code maximum. Remediation would require the
reconstruction of the stairwells. The California building code has an explicit exception
that would allow for such condition (118-210.1 Exception:2) provided DGS accepts this
as hardship.
Building Entrances and Exits (Form 30)
o Provide required signage and adjust door closer
801 W Civic Center Dr — City oyrSunta Ann Lease
25B-62
Exhibit L
Doors and Gates (Form 11)
o Rework as required
Elevators (Form 13)
o Panels In the elevator will be reworked to provide the minimum required toe clearance
distance
Toilet Facilities (Form 16)
o Rework as required
Signage (Form 19)
o Provide signage as required
Alarms (Form 20)
o Rework fire extinguisher cabinet
Sincerely,
Dickson 01, AIA
Project Manager
Page 12
[346805.411234.175)
25B-63
EXHIBIT "M"
APPROVED GOVERNMENTAL ENTITIES
State of California— Employment Development Department
State of California— Department of Rehabilitation
County of Orange— Social Services Agency
S ER Jobs for Progress — Title V Grant; Private Non -Profit
Rancho Santiago Community College District - Santa Ana College
Goodwill Industries
Coraerstone/Job Corps
801 W Gvie Center Dr—City ofSania Aaa Lease _I- Exhibit M
25B-64
California Labor and Workforce Development Agency
11 Employment
EDDDevelpartmentopment
_ De
Slate of California
August 22, 2017
Cynthia Kurtz, Interim City Manager
City of Santa Ana
1000 E. Santa Ana Blvd., Suite 200
Santa Ana, CA 94701
Dear Ms. Cynthia Kurtz:
'w.
M tt
Edmund G. Brown Jr.
Governor
The Employment Development Department (EDD) intends to enter into a sublease
agreement with the City of Santa Ana for space in the building located at 801 W. Civic
Center Drive, Santa Ana, California 92701, provided the space meets the EDD's leasing
requirements as governed by the Department of General Services.
As a mandatory partner of the Workforce Innovation and Opportunity Act, the EDD's
Workforce Services Branch anticipates the need to sublease space to accommodate 19
state and contracted employees in the establishment of an America's Job Center of
California. It is the EDD's intent to be an active partner in the operation of a workforce
service delivery center in the City of Santa Ana Workforce Development Board service
area.
If further information is needed, please contact the EDD's Southern Facilities Manager,
hard P roza at (562) 529-6529.
Lisa Lopez, Chief
Office of Facilities Planning and Management
Employment Development Department
Exhibit 2
P.O. Box 826860 • Sac i 5ffA(MO-0001 • www.edd.ca.gov
25B-66
lob
OrangeCounty of
August 29, 2017
Attn: Deborah Sanchez
Community Development Agency
Economic Development Division/Santa Ana WDB
1000 E. Santa Ana Blvd, Suite 200
Santa Ana, CA 92701
County Executive Office
SUBJECT: COUNTY'S LETTER OF INTENT TO SUBLEASE OFFICE SPACE AT 801
, CIVIC CENTER, SANTA ANA
The County of Orange- ("Countyf'lis interested in a potential sublease on behalf of the
_,Social Services Agency at.801-Ciyic Center, Santa Ana. This sublease would be contingent
upon the City of Santa;Ana ("City ) entering into a master lease agreement for the space,
as well as the County securing a reasonable sublease rate and terms.
The County's co -location with the,City through this sublease would be consistent with
the Workforce Innovation and Opportunity Act (WIOA) requirements.
- - - The -County's proposed sublease space/staff requirements are as follows:
o Hard walled office, Room 223 (approximate dimension 10x13)
o One large cubicle to be an interactive interview space (approximate dimension
8x10) space designated as cubicle #22
o Three regular cubicles spaces designated as cubicle #21, 23, & 24 (Approximate
dimension per cubicle 8x8)
o Our intended common spaces that will be occupied by our three assigned staff will
be the break room and reception/lobby area
This request is not intended to be contractual in nature, but only an expression of the
basis upon which the County would consider entering into a sublease at the subject
property. Neither the City nor the County shall have an obligation to sublease the
subject property unless and until a written sublease in form and substance satisfactory
to the City and County has been prepared and executed by both parties, which
333 W. Santa Ana Blvd., 3'° Floor, Santa Ana, CA 927014062 • Phone (714) 834-6200 • Fax(714)&34-3018 • «'N'W l L.r m
Zit b7
shall be conditioned on the approval by the Board of Supervisors of the County of
Orange.
If you have any questions, please do not hesitate to call us. We look forward to working
with you to structure a mutually beneficial transaction.
Sincerely,
Jenn s
CEO Real Estate Services Manager
cc: Michael Aoun, Social Services Agency
Peter Warren, Social Services Agency
Malcolm Henry, CEO Real Estate Services