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HomeMy WebLinkAbout FULL PACKET_2019-05-7MINUTES OF THE ADJOURNED REGULAR MEETING OF THE CITY COUNCIL OF THE CITY OF SANTA ANA, CALIFORNIA CALLED TO ORDER ATTENDANCE MARCH 22, 2019 COUNCIL CHAMBER 22 CIVIC CENTER PLAZA SANTA ANA, CA 5:10 P.M. COUNCILMEMBERS Present: MIGUEL A. PULIDO, Mayor JUAN VILLEGAS, Mayor Pro Tem CECILIA IGLESIAS DAVID PENALOZA VICENTE SARMIENTO JOSE SOLORIO COUNCILMEMBERS Absent: WARD 4 VACANT* STAFF Present: STEVEN MENDOZA, Acting City Manager SONIA R. CARVALHO, City Attorney NORMA MITRE, Acting Clerk of the Council * Ward 4 councilmember representative resigned on Friday, March 1, 2019. PLEDGE OF ALLEGIANCE MAYOR PULIDO Councilmember Sarmiento, motioned to consider discussion of Item 65C prior to Item 25D; Councilmember Penaloza seconded the motion. MOTION: Consider discussion of Item 65C prior to Item 25D. MOTION: Sarmiento VOTE: AYES: NOES: ABSTAIN: ABSENT: * Ward 4 representative vacant. Motion failed. SECOND: Penaloza Penaloza, Sarmiento, Solorio (3) Iglesias, Pulido, Villegas (3) None (0) None (0) CITY COUNCIL MINUTES 1 MARCH 22, 2019 1OA-1 PUBLIC COMMENTS — (Agendized items) See item 25D and 65C. CONSENT CALENDAR ITEM 25D. APPROVE AGREEMENT TO APPOINT KRISTINE RIDGE AS CITY MANAGER EFFECTIVE MAY 1, 2019 - Human Resources Department The following spoke on the matter: • Carl Benninger, in support of appointing Kristine Ridge as City Manager. • Michelle Martinez, expressed concerned over lack of transparency in disclosing the full compensation package offered to Kristine Ridge. Council discussion ensued. Mayor Pro Tern motioned to appoint Kristine Ridge as City Manager with comment; seconded by Mayor Pulido. Councilmember Penaloza, expressed concern over process in negotiating contract terms. Councilmember Sarmiento, unsupportive of contract as presented. Directed staff to communicate with candidate Kristine Ridge to inquire if counteroffer with severance package restrictions may be considered. Mayor Pro Tern Villegas, in support of appointing Kristine Ridge as City Manager. Councilmember Solorio, unsupportive of item as presented. Directed staff to confirm all benefits are disclosed in staff report. Councilmember Iglesias, encouraged new City Manager to immediately reach out to community and hold town hall meetings. Mayor Pulido, supportive of appointing Kristine Ridge as City Manager. COUNCIL RECESSED AT 6:24 P.M. AND RECONVENED AT 6:49 P.M. WITH SAME MEMBERS PRESENT. MOTION: Direct and authorize the Mayor and Clerk of Council to execute the Employment Agreement appointing Kristine Ridge as the City Manager for the City of Santa Ana (AGMT. No. 2019-056). CITY COUNCIL MINUTES 2 MARCH 22, 2019 10A-2 MOTION: VOTE: AYES: NOES: ABSTAIN: ABSENT: * Ward 4 representative vacant. SECOND: Iglesias, Penaloza, Pulido, Villegas (4) Sarmiento, Solorio (2) None (0) None (0) BUSINESS CALENDAR ITEM 65C. REVIEW APPLICATIONS SUBMITTED FOR WARD 4 CITY COUNCIL OFFICE VACANCY; CONDUCT INTERVIEWS OF CANDIDATES TO FILL WARD 4 CITY COUNCIL OFFICE VACANCY; AND CONSIDER MAKING AN APPOINTMENT TO FILL VACANCY IN CITY COUNCIL OFFICE, WARD 4 {STRATEGIC PLAN NOS. 7, 1} — Clerk of the Council Office The following spoke on the matter: • Samuel Romero, in support of appointing Phil Bacerra to City Council Ward 4 office. • Peter Katz, in support of appointing Phil Bacerra to City Council Ward 4 office. • Father Michael Mai, in support of appointing Kenneth Nguyen to City Council Ward 4 office. • Carl Benninger, in support of appointing Phil Bacerra to City Council Ward 4 office. • James Kendrick, in support of appointing Phil Bacerra to City Council Ward 4 office. • Connie Hamilton, in support of appointing Phil Bacerra to City Council Ward 4 office. • Michelle Martinez, in support of calling for a special election. • David De Leon, in support of appointing Phil Bacerra to City Council Ward 4 office. • Alberta Christy, in support of appointing Phil Bacerra to City Council Ward 4 office. • Tim Rush, in support of appointing Phil Bacerra to City Council Ward 4 office. The following candidates addressed City Council to request appointment to City Council Ward 4 Office: CITY COUNCIL MINUTES 3 MARCH 22, 2019 10A-3 • Gale Lee Oliver, Jr. • Phillip Perez Ortiz, Jr. • Jennifer Oliva • Phil Bacerra, and • Kenneth Nguyen WARD 4 CANDIDATE INTERVIEWS AND POTENTIAL APPOINTMENT. The following individuals were interviewed by the City Council for the Ward 4 Councilmember vacancy: • Jennifer Oliva • Kenneth Nguyen • Phil Bacerra • Gale Lee Oliver, Jr. • Phillip Perez Ortiz, Jr. Following the interviews Council discussion ensued: Mayor Pro Tern Villegas, in support of calling for a special election. Councilmember Solorio, in support of calling for a special election. Councilmember Iglesias, in support of calling for a special election. Councilmember Penaloza, unsupportive of calling for a special election. Councilmember Sarmiento, in support of appointing a candidate to City Council Ward 4 office. Mayor Pulido, in support of appointing Phil Bacerra to City Council Ward 4 office. Nomination of Candidates ensued to identify top two (2) Candidates. Councilmember Solorio, motioned to call for a special election. Councilmember Penaloza, inquired about placing a measure on the ballot. AMENDED MOTION. 1. Received applications of persons residing in Ward 4 applying for appointment to the vacancy in the Council Office, Ward 4. 2. Conducted interviews of applicants; 3. Call for a Special Election. CITY COUNCIL MINUTES 4 MARCH 22, 2019 10A-4 MOTION: SECOND: VOTE: AYES: Iglesias, Penaloza, Pulido, Sarmiento, Solorio, Villegas (6) NOES: None (0) ABSTAIN: None (0) ABSENT: None (0) " Ward 4 representative vacant. COMMENTS 90A. CITY MANAGER'S COMMENTS — None. 90B. CITY COUNCILMEMBER COMMENTS — None. ADJOURNED - 8:24 PM. - The next meeting of the City Council is scheduled for Tuesday, April 2, 2019 at 5:00 p.m. for the Closed Session Meeting immediately followed by the Regular Open Business Meeting at 5:45 p.m. in the Council Chamber, 22 Civic Center Plaza, Santa Ana, California. Norma Mitre Acting Clerk of the Council CITY COUNCIL MINUTES 5 MARCH 22, 2019 10A-5 10A-6 MINUTES OF THE REGULAR MEETING OF THE CITY COUNCIL OF THE CITY OF SANTA ANA, CALIFORNIA APRIL 2, 2019 CLOSED SESSION MEETING CALLED TO ORDER COUNCIL CHAMBER 22 CIVIC CENTER PLAZA 5:10 P.M. ATTENDANCE COUNCILMEMBERS Present: MIGUEL A. PULIDO, Mayor JUAN VILLEGAS, Mayor Pro Tem DAVID PENALOZA JOSE SOLORIO COUNCILMEMBERS Absent: CECILIA IGLESIAS VICENTE SARMIENTO *WARD 4 VACANT STAFF Present: STEVEN MENDOZA, Acting City Manager SONIA R. CARVALHO, City Attorney NORMA MITRE, Acting Clerk of the Council * Ward 4 councilmember representative resigned on Friday, March 1, 2019. PUBLIC COMMENTS — None. COUNCIL RECESSED to Room 147 for Closed Session discussion at 5:10 p.m. CLOSED SESSION ITEMS - The Brown Act permits legislative bodies to discuss certain matters without members of the public present. The City Council finds, based on advice from the City Attorney, that discussion in open session of the following matters will prejudice the position of the City in existing and anticipated litigation: 1. CONFERENCE WITH LABOR NEGOTIATOR pursuant to Government Code Section 54957.6(a): Agency Negotiators: Human Resources Executive Director, Steven Pham CITY COUNCIL MINUTES 1 APRIL 2, 2019 1OB-1 Employee Organizations: • Santa Ana Police Management Association (PMA) • Service Employees' International Union (SEIU) Part-time Civil Service Employees • Confidential Association of Santa Ana (CASA) • Santa Ana Management Association (SAMA) 2. PUBLIC EMPLOYEE EMPLOYMENT / APPOINTMENT pursuant to Government Code 54957(b)(1) Title: Clerk of the Council, Acting Clerk of the Council, or Interim Clerk of the Council CLOSED SESSION REPORT - See Item 19A for any reportable actions. ADJOURNED THE CLOSED SESSION MEETING AT 6:10 P.M. AND CONVENED TO THE REGULAR OPEN MEETING. CITY COUNCIL MINUTES 2 APRIL 2, 2019 10 B-2 REGULAR OPEN MEETING CALLED TO ORDER COUNCIL CHAMBER 22 CIVIC CENTER PLAZA 6:10 P.M. ATTENDANCE COUNCILMEMBERS Present: MIGUEL A. PULIDO, Mayor JUAN VILLEGAS, Mayor Pro Tern DAVID PENALOZA JOSE SOLORIO COUNCILMEMBERS Absent: 'CECILIA IGLESIAS VICENTE SARMIENTO *WARD 4 VACANT ;STAFF Present: STEVEN MENDOZA, Acting City Manager SONIA R. CARVALHO, City Attorney NORMA MITRE, Acting Clerk of the Council * Ward 4 councilmember representative resigned on Friday, March 1, 2019. PLEDGE OF ALLEGIANCE INVOCATION CEREMONIAL PRESENTATIONS MAYOR PULIDO VINCENT BARRINGER, POLICE CHAPLAIN Prior to the Special Presentation, Andrea West with the Orange County Transportation Authority, provided an update on the Bristol Street Transit Corridor planning study. • SPECIAL PRESENTATION update by Orange County Transportation Authority (OCTA) on the 1-5 Central County Improvements Project by Niall Barrett, Project Manager. • SPECIAL PRESENTATION US Census Bureau — Road to the 2020 Census, Engaging Our Communities by Bao Nguyen, Partnership Specialist. CLOSED SESSION REPORT - See Agenda Item 19A for Closed Session Report. PUBLIC COMMENTS — None. CITY COUNCIL MINUTES 3 APRIL 2, 2019 10 B-3 CONSENT CALENDAR ITEMS MOTION. Approve staff recommendations on the following Consent Calendar Items 11A through 25A, with the following modifications: • Mayor Pro Tern Villegas, pulled Agenda Item 11A for separate discussion. MOTION: Solorio SECOND: Villegas VOTE: AYES: Penaloza, Pulido, Solorio, Villegas (4) NOES: None (0) ABSTAIN: None (0) ABSENT: Iglesias, Sarmiento (2) Ward 4 representative vacant. ADMINISTRATIVE MATTERS ORDINANCES/SECOND READING In the event a Councilmember recorded an "abstention" before consideration of the following ordinance(s) on first reading, such abstention will also be reflected in the minutes for second reading. 11A. ADOPT AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AMENDING SECTION 10-153 OF THE SANTA ANA MUNICIPAL CODE RELATING TO LOUD AND RAUCOUS NOISES {STRATEGIC PLAN NO. 5, 11 - Clerk of the Council Office Placed on first reading at the March 19, 2019 City Council meeting and approved by a vote of 5-0 (Sarmiento absent). Published in the Orange County Reporter on March 22, 2019. MOTION: Villegas SECOND: Solorio VOTE: AYES: Penaloza, Pulido, Solorio, Villegas (4) NOES: None (0) ABSTAIN: None (0) ABSENT: Iglesias, Sarmiento (2) Ward 4 representative vacant. CITY COUNCIL MINUTES 4 APRIL 2, 2019 10 B-4 MOTION: Place ordinance on second reading and adopt. ORDINANCE NO. NS-2964 - AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AMENDING SECTION 10-153 OF THE SANTA ANA MUNICIPAL CODE RELATING TO LOUD AND RAUCOUS NOISES TO CLARIFY PERSONS SUBJECT TO ENFORCEMENT AND ESTABLISH PROCEDURES FOR ISSUANCE OF FINES MISCELLANEOUS ADMINISTRATION 19A. CONFIRMATION OF CLOSED SESSION ACTION(S) — None. 19B. EXCUSED ABSENCES — Clerk of the Council Office MOTION: Excuse the absence of Councilmembers Cecilia Iglesias and Vicente Sarmiento from the April 2, 2019 City Council Meeting. 19C. RECEIVE AND FILE RECYCLED WATER MASTER PLAN (NONGENERAL FUND) (STRATEGIC PLAN NO. 6, 1A) — Public Works Agency The City Recycled Water Master Plan March 2019 is available on the City's website at: hftps://www.santa-ana.orq/sites/default/fiiles/pw/documents/City-of- Santa-Ana-Recycled-W ate r-Master-Plan-March-2019. pdf MOTION: Receive and file the Recycled Water Master Plan. 19D. RECEIVE AND FILE PUBLIC WORKS AGENCY MONTHLY PROJECT STATUS AND CAPITAL IMPROVEMENT PROGRAM REPORT FOR MARCH 2O19 {STRATEGIC PLAN NO. 5, 1) — Public Works Agency The CIP Executive Summary Schedule is available on the City's website at: hftps://www. santa-ana.o rg/sites/d efau lt/fiiles/pw/documents/Executive-Mo nth ly- CIP-Update-March-2019. pdf MOTION: Receive and file the Public Works Agency Project Status and Monthly Capital Improvement Program Executive Report for March 2019. BUDGETARY MATTERS SPECIFICATIONS — PURCHASE OF EQUIPMENT AND SERVICES 22A. INCREASE PURCHASE ORDER AGGREGATE AMOUNT BY $15,800 WITH VCLOUD TECH, INC. FOR VMWARE MAINTENANCE SUPPORT RENEWAL CITY COUNCIL MINUTES 5 APRIL 2, 2019 1 OB-5 (SPECIFICATION NO. 19-027) {STRATEGIC PLAN NO. 6, 11 - Finance and Management Services Agency and Information Technology Department MOTION: Authorization to increase aggregate amount with vCloud Tech, Inc. by $15,800 for an annual amount not to exceed $40,800, for a one-time payment of purchase order for VMWare maintenance support, subject to non -substantive changes approved by the City Manager and City Attorney. Funds have been accounted for in the Information Technology Data Center account. 22B. INCREASE PURCHASE ORDER AGGREGATE AMOUNT BY $25,000 WITH HCI SYSTEMS, INC. FOR FIRE ALARM TESTING AND INSPECTION AT THE JAIL (SPECIFICATION NO. 19-020) {STRATEGIC PLAN NO. 1,5} - Finance and Management Services Agency and Police Department MOTION: Authorization to increase aggregate amount with HCI Systems, Inc. by $25,000 for an annual amount not to exceed $50,000, for a one-time payment of purchase order for fire alarm testing and inspection at the Jail, subject to non -substantive changes approved by the City Manager and City Attorney. Funds have been accounted for in the Police Department's Building & Facility account. PROJECTS/CHANGE ORDERS 23A. APPROVE CONSTRUCTION CONTRACT AWARD IN THE AMOUNT OF $1,528,500 FOR SA-5 VAULT MODIFICATIONS PROJECT (PROJECT NO. 11- 6413) {STRATEGIC PLAN NO. 6, 1 C} — Public Works Agency MOTION: 1. Reject all bids received on November 6, 2018, for construction of the SA- 5 Vault Modifications Project, due to changes in the scope of work. 2. Award a contract to T.E. Roberts, Inc., the lowest responsible bidder, in accordance with the base bid in the amount of $1,528,500, for construction of the SA-5 Vault Modifications Project, for the term beginning upon execution of the contract and ending upon project completion, and authorize the City Manager and the Clerk of the Council to execute the contract subject to non -substantive changes approved by the City Manager and the City Attorney. 3. Approve the Project Cost Analysis for a total estimated construction delivery cost of $1,987,050, which includes the contract bid amount, administration, inspection and testing, and an authorized contingency of $229,275. CITY COUNCIL MINUTES APRIL 2, 2019 AGREEMENTS 25A. APPROVE LEGAL SERVICES AGREEMENT WITH TALLEY & TALLEY, APC, IN AN AMOUNT NOT TO EXCEED $250,000 {STRATEGIC PLAN NO. 1, 3, 4, 5} — City Attorney's Office and Human Resources Department MOTION: Authorize the City Manager and Clerk of the Council to execute a legal services agreement with the law firm of Talley & Talley, APC ("Attorneys") related to the provision of administrative and litigation expertise concerning general liability, personnel and police matters. The term of the agreement shall commence on July 1, 2019 and continue for a one-year term through June 30, 2020, in an amount not to exceed $250,000, subject to non -substantive changes approved by the City Manager and the City Attorney (AGMT. No. 2019-057). **END OF CONSENT CALENDAR** BUSINESS CALENDAR ITEMS REPORTS 65A. REVIEW AND ADOPT THE 2019 STATE AND FEDERAL LEGISLATIVE PLATFORM AND RECEIVE AND FILE THE 2018 SCORECARD {STRATEGIC PLAN NOS. 1, THROUGH 7} — City Manager's Office • Dale Helvig, unsupportive of California Senate Bill 50. MOTION. 1. Review and adopt the 2019 State and Federal Legislative Platform; and 2. Receive and file the 2018 State and Federal Legislative Scorecard MOTION: Villegas SECOND: Solorio VOTE: AYES: Penaloza, Pulido, Solorio, Villegas(4) NOES: None (0) ABSTAIN: None (0) ABSENT: Iglesias, Sarmiento (2) * Ward 4 representative vacant. RECESSED CITY COUNCIL MEETING AT 6:46 P.M. TO THE HOUSING AUTHORITY MEETING AND RECONVENED WITH SAME MEMBERS PRESENT AT 6:48 P.M. CITY COUNCIL MINUTES 7 APRIL 2, 2019 10 B-7 COMMENTS PUBLIC COMMENTS (Non-Agendized Items). • James Kendrick, expressed concern as to lack community outreach and awareness of upcoming anniversary. • Sophie Beckerman, Community Relations Manager at Bird, addressed City Council to request continued support towards environmentally friendly transportation. • Laer Pearce, addressed City Council to request support for Cadiz Water Project. • Chris Schmidt, unsupportive of proposed County shelter location. 90A. CITY MANAGER'S COMMENTS • Acting City Manager Mendoza, informed City Council of upcoming job fair on April 6, 2019. 90B. CITY COUNCILMEMBER COMMENTS Mayor Pro Tem Villegas, noted legal obligation to work with County to locate homeless shelter in the City of Santa Ana. Councilmember Solorio, reported attendance at Cesar E. Chavez High School event hosting Juana Chavez. Requested update and evaluation of scooter program. Opined need to revisit homeless shelter Memorandum of Understanding (MOU) with County and identify responsibilities. Directed staff to conduct meeting to comply with Sunshine Act to address homeless shelter. Councilmember Penaloza, noted groundbreaking ceremony at 6t' and Lacy Park. Expressed opposition to homeless shelter MOU with County. Mayor Pulido, noted Link shelter is a temporary facility. Expressed need to eventually close Armory and Bus station shelter. ADJOURNED- 7:15 P.M. - The next meeting of the City Council is scheduled for Tuesday, April 16, 2019 at 5:00 p.m. for the Closed Session Meeting immediately followed by the Regular Open Business Meeting at 5:45 p.m. in the Council Chamber, 22 Civic Center Plaza, Santa Ana, Califomia. Norma Mitre, Acting Clerk of the Council FUTURE AGENDA ITEMS • CONSIDERATION OF SEVENTEENTH AND TUSTIN ANNEXATION • GENERAL PLAN UPDATE • FISCAL YEAR 2019-2020 BUDGET CITY COUNCIL MINUTES APRIL 2, 2019 ' w • REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MAY 7, 2019 TITLE: ADOPT A RESOLUTION OF INTENT TO CHANGE WARD BOUNDARIES OF WARD 3 IN CONJUNCTION WITH THE COUNTY ISLAND ANNEXATION PROPOSED AT THE NORTHEAST CORNER OF SEVENTEENTH STREET AND TUSTIN AVENUE (STRATEGIC PLAN NOS. 3, 2; 3, 5) t CITYUANKGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1"Reading ❑ Ordinance on 2°d Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Adopt a resolution declaring the City of Santa Ana's intent to change ward boundaries of Ward 3 in conjunction with the proposed Island Annexation of County lands located at the Northeast corner of Seventeenth Street and Tustin Avenue, and set a public hearing for June 4, 2019. In June 2018, the City Council directed staff to initiate the process to annex a 24.78-acre County Island generally located at the northeast corner of Seventeenth Street and Tustin Avenue. Since Council's direction, staff has been working with the County of Orange, the City of Tustin and the Orange County Local Agency Formation Commission (LAFCO) to complete the work necessary to present the annexation of the 24.78-acre site to the City Council for approval. City Charter Section 101.2 states that ward boundaries may be altered under certain conditions, including as part of an annexation action. Further, Charter Section 101.4 directs the City Council to pass a resolution declaring its intent to make such changes prior to actually changing ward boundaries. The proposed action adopting a resolution for the Notice of Intent will be in compliance with the City Charter (Exhibit 1). An ordinance approving the change in ward boundaries will be brought to Council along with actions needed to approve the annexation. It is anticipated that these actions will be presented to the City Council on June 4, 2019. STRATEGIC PLAN ALIGNMENT This item supports the City's efforts to meet Goal #3 - Economic Development, Objective #2 (create new opportunities for business/job growth and encourage private development through new 12A-1 Resolution of Intent to Change Ward Boundaries May 7, 2019 Page 2 General Plan and Zoning Ordinance policies); and Objective #5 (leverage private investment that results in tax base expansion and job creation citywide). FISCAL IMPACT There is no fiscal impact associated with this action. Minh Thai Executive Director Planning and Building Agency FSS/EWG/TH Exhibits: 1. Resolution of Intent 2. Vicinity Map 3. Proposed Council Wards 4. Proposed 2020 Council Wards 5. Council Wards Adopted January 17, 2012 6. 2020 Council Wards Adopted December 4, 2018 12A-2 EXHIBIT 1 LS 05.07.19 RESOLUTION NO.2019-xx A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA DECLARING ITS INTENTION TO CHANGE THE BOUNDARIES OF WARD 3 IN CONJUNCTION WITH THE PROPOSED COUNTY ISLAND ANNEXATION GENERALLY LOCATED AT THE NORTHEAST CORNER OF SEVENTEENTH STREET AND TUSTIN AVENUE, SETTING A PUBLIC HEARING THEREON, AND DIRECTING NOTICE THEREOF TO BE POSTED AND PUBLISHED BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1. The City Council of the City of Santa Ana hereby finds, determines and declares as follows: A. In accordance with Sections 101.2 and 101.4 of the Santa Ana City Charter, the City Council of the City of Santa Ana hereby declares its intention to change the boundaries of Ward 3 to include a 24.78-acre area of land currently located in the County of Orange which is proposed to be annexed to the City of Santa Ana. The area proposed for annexation is shown on the map attached as Exhibit A. B. Notice is hereby given that on June 4, 2019, at 5:45 P.M. or soon thereafter, in the Santa Ana City Council Chambers, 22 Civic Center Plaza, Santa Ana, California, a public hearing will be held by the City Council at which time any and all persons interested in or.objecting to the proposed change in ward boundaries described above may appear and be heard. Section 2. The Clerk of the Council is hereby directed to cause this Resolution to be published twice, once in each of the two successive weeks prior to the above - referenced hearing, in a newspaper of general circulation in the City. Section 3. The Executive Director of the Planning and Building Agency is hereby directed to post conspicuously, in the manner prescribed by law, notice of the adoption of this Resolution, containing the statement of the day, hour, and place of hearing set forth above, and describing the ward boundaries to be changed at least two weeks before the day set for said hearing. Section 4. This Resolution shall take effect immediately upon its adoption by the City Council, and the Clerk of the Council shall attest to and certify the vote adopting this Resolution. Resolution No. 2019-xx Page 1 of 2 12A-3 LS 05.07.19 ADOPTED this _ day of 2019. Miguel A. Pulido Mayor APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney By: b 0' Lisa Storck Assistant City Attorney AYES: Councilmembers NOES: Councilmembers ABSTAIN: Councilmembers NOT PRESENT: Councilmembers CERTIFICATE OF ATTESTATION AND ORIGINALITY I, Norma Mitre, Acting Clerk of the Council, do hereby certify the attached Resolution No. 2019 - to be the original resolution adopted by the City Council of the City of Santa Ana on .2019. Date: Acting Clerk of the Council City of Santa Ana Resolution No. 2019-xx Page 2 of 2 12A-4 12A-6 EXHIBIT 3 I GA DEN GRGVE F �^$ � . �� i•�•. -;`• .r SLVD• , c N ... 1-'- -. ,. i,AIR"-VENAV ^ • 2 y h SANTACLARA'AV w r ,c SANTA '-:CLARA AV G I `: - I r� ♦ t77H'ST _•- -.� NTN'�6T. NESTMINS ER AV,' C +1 - G y • , a. � IY.?. N/ASHINGTON Al1^, ' r ; :. • ¢¢ . < r U' 2 :may. 9� ' • CMC CENTER DR 9 ANA SLVD l� r � sr � C SANT m 1ST 5T 9ST ST V 11- N sLEfI N Z.2-c, tlESThVtI. -.� 4 .ram .,IdCFADDEN AV MCFADDENAV 5 EDINGERAV'. DINGER AV, 0 N WARNERAV w qg f WARNER AV C r c SEGERSTROM AV I r — - YER RD Q b _ G Z y ¢ n !Mf( ARTHURBLVD _ 2 �:�1 tiT0 SUNFLO% R Ate." � i City of Santa Ana Proposed Council Wards Original Ward Boundaries Adopted January 17, 2012 1 12A-7 12A-8 EXHIBIT 4 to AR EN GROVE FASHAVEN'AV ... -6 ... %s ANTACL RAAV- I H ST iT iri -H ST Wk; WESTMINS I I T ER• WkSHINGTON1 AV I CUCI CENTER DR �SWA ANA BLVD ST ST T": 0 C r CCC �j MCFAMEN AV I :NFL FADDENAVV `Fri EDING RAVI:,� FDINGERAV ;WA ER AV'�', WARN -ER AV. SEGEkTROM AV DYER RD 6, mAH City of Santa Ana Proposed 2020 Council Wards Originally Adopted December 4, 2018 Effective 2020 0 x LUP D� 1211=018 Miles I 12A-9 12A-10 6/1/2019 City Council Ward Map I The City of Santa Ana EXHIBIT 5 City of Santa Ana Council Wards Adopted January 17, 2012 0.0 0.6 1.0 1.5 Miles N r h0ps9/www,santa-ana.org/cm/city-council-ward-map 12A-11 213 12A-12 EXHIBIT 6 City of Santa Ana u� eenr Council mill Adopted December I / C 1� 8 KN] 0 % 12A-13 Miles 12A-14 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MAY 7, 2019 TITLE: ADOPT A RESOLUTION OF INTENT TO VACATE A PORTION OF MAIN PLACE DRIVE, ABANDONMENT NO. 19-02 (STRATEGIC PLAN NOS. 3, 2; 5,3) RECOMMENED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1r Reading ❑ Ordinance on 2ntl Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Adopt a resolution which declares the City's intent to vacate a portion of Main Place Drive, and which sets a public hearing for June 4, 2019. DISCUSSION The owners of the Main Place Mall, MainPlace Shoppingtown, LLC, are improving the mall site and have applied to vacate a portion of Main Place Drive in conjunction with a Specific Plan to transform the site with additional commercial, office, mixed -use residential, and hotel uses. The portion of Main Place Drive to be vacated is situated within the northerly section of the mall, and lies between Main Street and Bedford Road (Exhibit 1). The portion of Main Place Drive adjacent to the westerly and southerly section of mall, between Bedford Road and Broadway would remain a public street. The Specific Plan is scheduled to be presented to City Council on June 4, 2019, concurrent with the public hearing set by this action for the street vacation. A staff report containing the details of the proposed developments allowed under the Specific Plan will be provided for that meeting. This action is on the May 7, 2019 City Council agenda to comply with procedural requirements prescribed by Section 8320 of the California Streets and Highways Code. According to the current version of the Specific Plan, the vacated area will be incorporated into the private property and much of it will be redeveloped with mixed -use buildings. The area requested to be vacated reduces the site's constraints and improves overall site function, such as setbacks, building location, and site accessibility. Access to the mixed -use buildings and nearby future parcels will be provided via a private drive aisle. The drive aisle would continue to connect to Bedford Road and Main Street, but would not provide through public access, and will be maintained by the owner. According to a title report provided by the applicant and City records, the City owns a street easement over the land, and if vacated, would revert to MainPlace Shoppingtown, LLC. The segment to be vacated is curvilinear, generally 64' wide, and about 700' in length. The City's street easement rights exclude airspace lying above an elevation of 169.8 feet, or approximately 17' above 12B-1 Resolution of Intent to Vacate Main Place Drive May 7, 2019 Page 2 the roadway surface, meaning the mall property owners could potentially have been permitted to build private improvements above that height. With the implementation of the development project, Main Place Drive is not needed for access. In addition, Main Place Drive is not part of the City's Circulation Element, so vacation of the segment is not inconsistent with the General Plan. Utilities, other government agencies, and City agencies have been advised of the street vacation. In addition, the Main Place development project would be required to complete any necessary utility relocations. The recommended action adopts a resolution of City Council's intent to vacate a strip portion of the street, and sets a public hearing date for June 4, 2019 (Exhibit 2), at which time the order to vacate may be approved by the City Council. ENVIRONMENTAL IMPACT There is no environmental impact associated with this action. STRATEGIC PLAN ALIGNMENT This item supports the City's efforts to meet Goal #3 - Economic Development, Objective #2 (create new opportunities for business/job growth and encourage private development through new General Plan and Zoning Ordinance policies); and Goal #5 — Community Health, Livability, Engagement & Sustainability, Object #3 (facilitate diverse housing opportunities and support efforts to preserve and improve the livability of Santa Ana neighborhoods). FISCAL IMPACT i There is no fiscal impact associated with this action S. Sbeiss, PE, Public Wor%s Agency FSS/EWGlTH Exhibits: 1. Street Vacation Area Map 2. Resolution of Intent 12 B-2 12 B-3 12 B-4 Exhibit 2 jmf 4/12119 RESOLUTION NO.2019-XXX A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA DECLARING ITS INTENTION TO VACATE A PORTION OF MAINPLACE DRIVE BETWEEN MAIN STREET AND BEDFORD ROAD, SETTING A PUBLIC HEARING THEREON, AND DIRECTING NOTICE THEREOF TO BE POSTED AND PUBLISHED (ABANDONMENT NO. 19-02) BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1. The City Council of the City of Santa Ana hereby finds, determines and declares as follows: A. In accordance with Chapter 3 of Part 3 of Division 9 of the Streets and Highways Code of the State of California, the City Council of the City of Santa Ana hereby declares its intention to vacate a portion of Mainplace Drive between Main Street and Bedford Road. The area proposed for vacation is shown on the map attached as Exhibit 1. B. Notice is hereby given that on June 4, 2019, at 5:45 P.M. or as soon as possible thereafter, in the Santa Ana City Council Chambers, 22 Civic Center Plaza, Santa Ana, California, a public hearing will be held by the City Council at which time any and all persons interested in or objecting to the proposed vacation described above may appear and be heard. Section 2. The Clerk of the Council is hereby directed to cause this Resolution to be published twice, once in each of the two successive weeks prior to the above -referenced hearing, in a newspaper of general circulation in the City. Section 3. The Executive Director of the Public Works Agency is hereby directed to post conspicuously, in the manner prescribed by law, notice of the adoption of this Resolution, containing the statement of the day, hour, and place of hearing set forth above, and describing the areas to be vacated at least two weeks before the day set for said hearing. Section 4. This Resolution shall take effect immediately upon its adoption by the City Council, and the Clerk of the Council shall attest to and certify the vote adopting this Resolution. ADOPTED this_ day of 2019. Miguel A. Pulido Mayor Resolution No. 2019-XXX Page 1 of 2 12B-5 jmf 4/12/19 APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney By:A lop John M. Funk Assistant City Attorney AYES: Councilmembers NOES: Councilmembers ABSTAIN: Councilmembers NOT PRESENT: Councilmembers CERTIFICATE OF ATTESTATION AND ORIGINALITY I, Norma Mitre, Acting Clerk of the Council, do hereby certify the attached Resolution No. 2019 - to be the original resolution adopted by the City Council of the City of Santa Ana on .2019. Date: Acting Clerk of the Council City of Santa Ana Resolution No. 2019-XXX Page 2 of 2 12 B-6 12 B-7 12 B-8 SANTA ANA UNIFIED SCHOOL DISTRICT / CITY OF SANTA ANA COUNCIL JOINT POLICY MEETING The Santa Ana Unified School District / City of Santa Ana Council Joint Policy Meeting will convene at Santa Ana Unified School District, 1601 E. Chestnut Ave., Santa Ana, California, in the Training Room, located on the first floor at 5:30 p.m., Monday, June 11, 2018. AGENDA June 11, 2018 CALL TO ORDER PUBLIC COMMENTS: 1.0 Approval of Minutes of the January 29, 2018 Santa Ana Unified School District / City of Santa Ana Council Joint Policy Meeting 2.0 Joint -Use Agreements: • Godinez Fundamental High School • Other Joint -Use 3.0 Next scheduled quarterly meeting— Monday, October 29, 2018 at 5:30 p.m. — City of Santa Ana — Room 1600, City Hall Ross Annex ADJOURNMENT City of Santa Ana Santa Ana Unif led School District Council Member David Benavides Board of Education President Valerie Amezcua Council Member lose Solorio Board of Education Vice President Rigo Rodriguez, Ph.D. Council Member Juan Villegas City Manager Raul Godinez Superintendent Stefanie Phillips, Ed.D. 13B-1 13B-2 11 Santa Ana Unified School District 1601 E. Chestnut Avenue Santa Ana, CA 92701 APPROVED Minutes SANTA ANA UNIFIED SCHOOL DISTRICT / CITY OF SANTA ANA COUNCIL JOINT POLICY MEETING June 11, 2018 CALL TO ORDER Santa Ana Unified School District (SAUSD) Board President Amezcua called the meeting to order at 5:48 p.m. Other Board member in attendance was Mr. Palacio. SAUSD Cabinet members present were Dr. Phillips, Superintendent of Schools, Dr. Jimenez, Deputy Superintendent, Educational Services, Dr. Heatley, Deputy Superintendent, Administrative Services, and Mr. Williams, Assistant Superintendent, Facilities and Governmental Relations. City of Santa Ana Council members present were Mr. Benavides, Mr. Tinajero, and Mr. Villegas. City staff members present were Mr. Godinez, City Manager, and Ms. Jurado, Interim Executive Director, Parks and Recreation. PLEDGE OF ALLEGIANCE Mr. Tinajero led the Pledge of Allegiance. PUBLIC COMMENTS Norma Galvan and Joyce Feuerborn addressed the Board and Council members related to the Godinez Fundamental High School Joint Use Agreement. 1.0 Approval of Minutes of the January 29, 2018 Santa Ana Unified School District / City of Santa Ana Council Joint Policy Meeting Moved by Mr. Tinajero, seconded by Mr. Palacio to approve Minutes of the January 29, 2018 Santa Ana Unified School District / City of Santa Ana Council Joint Policy Meeting. 2.0 Joint -Use Agreements: o Godinez Fundamental High School o Other Joint -Use 13B-3 Mr. Villegas and Ms. Jurado provided established joint use efforts related to the 6:00 --, a.m. to 6:00 p.m. school use and City use after 6:00 p.m. Mr. Church, Principal at Godinez Fundamental High School provided additional information on the written joint use and requested to amend the agreement for respected facilities, impact on community, and provided examples on a range of issues. Conversation with collaborative efforts to identify issues such as fees on rentals, co-sponsorship for police services, charges to Godinez for the use of its own facility, and resolve the theater issue. It was stated that there is an obligation with the federal government/National Park Service and that there is a Technical Advisory Committee that meets monthly' with Mr. Williams and issues are resolved; it was requested to invite Mr. Church to the monthly meeting. In addition, Santa Ana Police Department (SAPD) and SAUSD Police Deparimert should meet. Also noted to improve process on prioritizing school related programs. SAUSD Police Chief Smith, provided information on security issues within SAUSD; single point of entry, adequate fencing, security cameras, and lighting. District Safety Officers are a presence and facilitate, however, they do not provide security for adequate standards and brought forward the concern because Godinez is not secure if the SAPD issues a lockout the ratio pf population is vulnerable. Mr. Villegas indicated to secure area one hundred percent; possible fence, fence a portion, lock up and open at 6:00 p.m. City's obligation is to have open for recreational use. Ms. Amezcua asked if there are regulations for a fence. Mr. Williams suggested a decorative fence or rolling gate style with typical gates. A diagram will be proposed to Mr. Williams by the City. '+.._J Di f Cfe.nt issues related to scheduling per Mr. Benavides; security, fencing, cleanliness, and fee's with an approach to address one issue at time. Godinez Fundamental High School is at Centennial Park and not everyone in community are Godinez parents. Ms. Amezcua request clear communication and to be mindful. IvLr. ealacio provided a handout related to partnership guidelines; shared maintenance, shared capital investment, shared capital replacement, and shared revenue. Partnership challenges: Centennial Park master plan limitations — City and District staff should meet to realign / unable to maintain dirt field. Added program scheduling, master plan and altemative funding for other options. Mr. Tinajero added to submit application to lobbyist to brie g in revenue. Mr. Villegas was on board, but to keep in mind the federal restrictions and or iin,;tations. Dr. Phillips suggested exploring, by contacting the federal government, applying for grants, and look for additional funds. Mr. Godinez stated there is room for improvement, National Park Service memorandum of understanding. Mr. Benavides added that before any cominitment; make sure all City Council is in. Ms. F.mezcua asked for clarification of food sales at the Eddy West Field. Ms. Jurado stated everyone is treated the same; during the reservation process, procedures are given to sell food — health care agency is involved. Ms. Amezcua asked District staff to provide list of school principals to the City. 13B-4 Ms. AmeZCna requested to schedule a meeting before October, within two months. ADJOURNMENT There being no further business to come before the District and City, the Joint Policy meeting adjourned at 7:35 p.m. Next scheduled quarterly meeting — Monday, October 29, 2018 at 5:30 p.m. — City of Santa Ana, Room 1600, City Hall Ross Annex 13B-5 13B-6 CITY OF SANTA ANA Youth, Education & Community Services City Council Committee Monday, July 23, 2018 — 5:30 p.m. AGENDA CALL TO ORDER City Hall Ross Annex, Conference Room 1600 20 Civic Center Plaza, Santa Ana, California Committee Members: Counc[Imembers V[Ilegas (Chairperson), Benavides & Tinajero Staff: Raul Godinez Il, City Manager; Ralph Nunez, Interim Exec. Director PRCSA. Recording Secretary: Ron Ono, Admin Services Manager PLEDGE OF ALLEGIANCE PUBLIC COMMENTS - Members of the public are allowed three minutes to speak on agenda items or matters within the jurisdiction of the Committee. AGENDA ITEMS 1. Approval of Community Services Minutes of the April 23, 2018 meeting RECOMMENDED ACTION: Approve Minutes 2. Update on City's Pools (Strategic Plan no. 2.2a) RECOMMENDED ACTION: Receive and File 3. Coordination of the City Wide Volunteer Program (Strategic Plan no. 1.1f) RECOMMENDED ACTION: Receive and File 4. Update on the Community Garden Program (Strategic Plan no. 5.4b) RECOMMENDED ACTION: Receive and File aIf you need special assistance to participate in this meeting, please contact Michael Ortiz, City ADA Program Coordinator, at (714) 647-5624. Please call prior to the meeting date, to allow the City enough time to make reasonable arrangements l� for accessibility to this meeting. [Americans with Disabilities Act, Title II, 28 CFR 35.1021 Miguel A. Pulido, i Michele Martinez, i Vicente Sarmiento, i Jose Solodo, i P. David Benavides, 1 Juan Villages, i Sal Tinajero. Mayor i Mayor Pro Tem. i Ward I Word i Ward i Ward ` Ward Mwrmnsamsana.a,o i Ward i V&a ienl AS Na na om JSoWom,N,ana� i oeena,Mexrmn,na.a,a ae i ,vnn..,.ncVrn i SrncAero9+xamaore om I MAINrinez�anUana^m i i i 1 I City Hall, 20 Civic Center Plaza • P.O. Box 1988 • Santa Ana, California 92702 Mayor & Council Telephone: 714-647-6900 • Agenda Item Inquiries: 714.647.6520 • website: www.santaana.oro 13B-7 5. Godinez Joint Use Agreement Update (Strategic Plan no. 2.1 c) RECOMMENDED ACTION: Receive and File COMMITTEE MEMBER COMMENTS FUTURE AGENDA ITEMS ADJOURNMENT — The next regular meeting of the Youth, Education & Community Services City Council Committee meeting schedule for Monday October 22, 2018 at 5:30pm City Hall Ross Annex Room 1600. FIf you need special assistance to participate in this meeting, Please contact Michael Ortiz, City ADA Program Coordinator, at (714) 647-5624. Please call prior to the meeting date, to allow the City enough time to make reasonable arrangements for accessibility to this meeting. [Americans with Disabilities Act, Title II, 28 CFR 35.102] Santa Ana City Council Miguel A. Pulido, I Michele Martinez, I Vicente Sanniento, i Jose Solorio, ? P. David Benavldes, i Juan Villages, Sal Tinaiem. Mayor i Mayor Pro Tern, I Ward 1 I Ward 3 I Ward 4 1 Ward 5 I Ward 6 e.�wnmrm.ama.aua� t Ward i vsaimiemoav�m naao i asdwasvme.a�a mo i oaenMaewmsama ana me i rvni.,�.n.,,,,i sTroi=mrorama.ana am i riMamneamsan za I i i i City Hall, 20 Civic Center Plaza • P.O. Box 1988 . Santa Ana, California 92702 Mayor & Council Telephone: 714-647.6900 • Agenda Item Inquiries: 714.647.6520 e Website: www.santa-ana.ora 13B-8 MINUTES OF A SPECIAL MEETING OF THE YOUTH, EDUCATION & COMMUNITY SERVICES COUNCIL COMMITTEE July 23, 2018 CALL TO ORDER Meeting convened at 5:39 p.m. at Santa Ana City Hall Ross Annex Room 1600; 20 Civic Center Plaza, Santa Ana, California 92702. ATTENDANCE Council members Present Juan Villegas (Chairperson) David Benavides Sal Tinajero (Absence Excused) Staff Present: Raul Godinez II, City Manager Ralph Nunez, Interim Executive Director PRCSA Steven Pham, Exec. Director Human Resources Agency Tania Knauerhaze, Sr. Human Resources Analyst Ron Ono, Administrative Services Manager Jeannie Jurado, Community Services Manager Erendira Moreno, Community Services Supervisor Juan Lara, Community Services Supervisor Enrique Marban, Community Services Supervisor Veronica DeVol Roach, Recreation Leader Hiram Uribe, Graphic Designer PLEDGE OF ALLEGIANCE: Lead by Ralph Nunez PUBLIC COMMENTS: No Public Comments AGENDA ITEMS 1. APPROVAL OF COMMUNITY SERVICES COUNCIL COMMITTEE MINUTES Community Services Council Committee Minutes of April 23, 2018 was reviewed and approved as presented. Motion by: Councilmember Benavides Second by: Councilmember Villegas • Councilmember Benavides recommended correction on Item #6 concerning information on land provided to the SAUSD. • Councilmember Villegas recommended addition to minutes indicating his support for Park Rangers to carry weapons. • Motion approved unanimously with corrections to minutes. Youth, Rec. & Comm. Svs. Committee Mtg Page 1 Iuly 23, 2018 13B-9 2. UPDATE ON CITY'S POOLS o Ron Ono presented an update on the 5 city swimming pools we have throughout the city. Indicated all 5 pools and Civic Center fountains are maintained by one General Maintenance Worker to ensure pools and fountains operate properly. Ron Ono highlighted recent improvements made on the swimming pools as well as improvements approved for this year. Ron also presented the needed Deferred Maintenance needs required on all the 5 pools in the future. o Erendira Moreno presented an update on the Aquatics Programs and the proposed increase in the swim schedule from funding approved by City Council. o Councilmember Villegas indicated the importance to keep the pools open as much as possible. Next year we should keep all pools open during the summer. o Councilmember Benavides appreciated staff working together to keep all pools open during the summer. o Councilmember Villegas requested staff to e-mail the cost of pool maintenance. o City Manager Godinez indicated preventative improvements such as painting the equipment is needed to extend the life of the pool use. o Interim Director Ralph Nunez indicated we need to hire lifeguards to keep pools open at least 3 hours per day. 3. COORDINATION OF THE CITY WIDE VOLUNTEER PROGRAM o Executive Director of the Human Resources Agency Steven Pham indicated the agency is looking into stream lining the volunteer program to provide continuity among the various city departments that uses volunteers. Human Resources is concerned we are not screening the volunteers. Once a draft is prepared it will be presented to the City Manager and the Executive Management Team for review and approval as a city policy. The program will require all volunteers to be fingerprinted and life scanned to obtain background on the individual. He anticipates the policy will be approved and running by September 1It o Councilmember Benavides asked what departments have volunteers and would like a general overview of volunteers from each department. o Exec. Director Pham indicated the SAPD volunteers go through a thorough life scan. Other departments have volunteers that need to go through a similar process. Also the program will identify how to handle one day volunteers. o Councilmember Benavides asked what type of volunteers are used and their roles. o Jeannie Jurado indicated the various types of volunteers that work with Parks and Recreation from the Boys/Girls Basketball, Catalina Trip, Library Youth, Rec. & Comm. Svs. Committee Mtg Page 2 July 23, 2018 13B-10 Homework, etc. Both the Library and the Recreation department has over 1000 volunteers. o Councilmember Benavides asked about the coaches and assistant coaches. o Exec. Director Pham indicated the program will prohibit bringing back individuals as volunteers that are retired in a similar function. o Interim Director Nunez indicated the Santa Ana Zoo also has a number of volunteers that help at the zoo. o Tania Knauerhaze indicated staff will be assigned to review the volunteers needed in a city wide process. o Councilmember Villegas indicated it is important to have Life scan on the volunteers and asked will the Life scan be on file with the city. o Exec. Director Pham indicated the city will keep the information for one time Life scan. If the volunteer returns city may require another type of Life scan. o Councilmember Villegas asked do we update the Life scan and notify other agencies. 4. UPDATE ON THE COMMUNITY GARDEN PROGRAM o Veronica De Lol Roach provided an update on the Community Garden Program. Indicated we have 5 community gardens that are open to the public. We hold free workshops at all gardens, volunteer hours are available for all ages, established programs with Afterschool Adventure, Summer camps and pre-school programs, Senior gardening classes, volunteer recruitment, youth volunteer field trips and neighborhood events. Veronica presented the summer gardening schedule for the 5 locations. She indicated everyone works together and share the harvest. The garden workshops are held on Saturdays. The program also obtain food waste from various establishments to prepare a compost pile with hay. o Councilmember Benavides appreciated the thorough presentation on the community garden program. He is glad to see adult and children volunteer to work on the community garden. 5. GODINEZ JOINT USE AGREEMENT UPDATE o Enrique Marban indicated at the Joint Use Policy Committee meeting there was a question on the Godinez Joint Use Agreement and asked staff to follow up. Staff met with the Technical Advisory committee and reviewed the joint use report with district staff. Both the district staff and the city staff agreed with the process and there is no changes proposed for the agreement. Enrique indicated that vending at the stadium was offered to all the SA High schools and SA High School is able to vend at the stadium. o Councilmember Benavides indicated we need to continue to communicate with SAUSD. The district is planning on placing a bond measure on the ballot and are proposing to make improvements on Godinez High School. The proposed improvements are encroaching on the park. We need to iron out any conflicts and identify the benefits with the community. Proposed improvements include fencing, swimming pool, tennis courts. Youth, Rec. & Comm. Svs. Committee Mtg Page 3 July 23, 2018 13B-11 Concern we are losing more of the park. The National Park Service is watching closely and we need to make sure the resident's interest is guarded. o Councilmember Villegas indicated he also is concerned about giving away our parks, but also wants to make sure about protecting student safety. The district should be providing security on the field and protect the students. COMMITTEE MEMBER COMMENTS m o Councilmember Benavides recreation. indicated we need to expand activities in FUTURE AGENDA ITEMS o Skate Park Opportunity o Update on Centennial Skate Park Fence o Update on Birch Park Fence o Youth Commission Pool o Update on dead trees/Maintenance plan/Funding o Update on the Park Ranger Program o Fiesta Patries Cost last year STAFF COMMENTS o Interim Director Nunez indicate the parks is operating on a bear minimum anc not much room to cut. They work on their own time to provide quality program and clean parks. o Exec. Director Pham indicated we have a lot of need in the organization and liability issues from trees, sidewalk and pools. MEETING ADJOURNED: 6:58 P.M. Next regular meeting of the Youth, Education and Community Services City Council Committee is scheduled for Monday October 22, 2018; 5:30pm City Hall Ross Annex Room 1600. Ron Ono, Recording Secretary Youth, Rec. & Comm. Svs. Committee Mtg Page 4 July 23, 2018 13B-12 CITY OF SANTA ANA COUNCIL COMMITTEE MEETING AGENDA PUBLIC SAFETY, CODE ENFORCEMENT AND NEIGHBORHOOD EMPOWERMENT SPECIAL MEETING October 1, 2018 5:30 P.M. CALL TO ORDER City Hall Ross Annex, Conference Room 1600 20 Civic Center Plaza, Santa Ana, California Committee Members: Councilmembers Tinajero & Villegas Staff: Chief of Police David Valentin, OCFA Division Chief, Assistant City Attorney Tamara Bogosian, Director of Planning & Building Minh Thai, Director of Community Development Steven Mendoza Recording Secretary: Elizabeth Plotnik PUBLIC COMMENTS - Members of the public are allowed three minutes to speak on agenda items or matters within the jurisdiction of the Committee. PLEDGE OF ALLEGIANCE — Councilmember Villegas AGENDA ITEMS Approval of Minutes from July 10, 2018 Meeting 2. Discussion of OCFA Board Member Villegas' Proposed Amendment to OCFA Fire Services Contract to: a) Allow City Input in Selection of Santa Ana Division Chief and b) Discuss Procedure to Evaluate Existing Contract and Service Alternatives — Co -Chair Villegas 3. Discussion Pertaining to Draft Ordinance Re: Narcotics and Gang -Related Crime Eviction Program — Deputy Chief Eric Paulson & Assistant City Attorney Tamara Bogosian If you need special assistance to participate in this meeting, please contact Michael Ortiz, City ADA Program Coordinator, at N (714) 647-5624. Please call prior to the meeting date, to allow the City enough time to make reasonable arrangements for accessibility to this meeting. [Americans with Disabilities Act, Title II, 28 CFR 35.102. Santa Ana City Council Miguel A. Pulido Michele Martinez Vicente Sarmiento Jose Solodo P. David Benavides Juan Villages Sal Tina ero Mayor Mayor Pro Tern Ward Ward Ward Ward Ward Mwfieoe'.a,rcaana ero Ward vsamnemeesamaa�a.ao Jsown asa�u.are.ua oaerevm«etza�v.uv av�ee�asasanraa,u.om sr„a'c,�.a�u�na am MMaNra®uMaare.ma City Hall, 20 Civic Center Pima • P_O. Box 1988 • Santa Ana, California 92702 Mayor & Council Telephone: 714-647.5200 • Ag _ (p i s: 714.245.8003 • Website: www.santa-ana.ora 4. Revisions to SAMC 10-153 (Loud and Raucous Noise) — Assistant City Attorney Tamara Bogosian {Strategic Plan Goal No. 1, 1c} RECOMMENDED ACTION — Recommend to the City Council staffs proposed revisions to SAMC 10-153 5. Resolution Setting an Administrative Fine for Violating City of Santa Ana Graffiti Regulations — Assistant Public Works Maintenance Manager Danell Mercado, Public Works 6. Update on Prostitution -Related Enforcement — Deputy Chief Ken Gominsky Code Enforcement Update — Minh Thai & Alvaro Nunez, Planning and Building 8. Homeless Update — Hafsa Kaka, Homeless Services Manager (Strategic Plan Goal No. 5, 3d & No. 1, 1c) 9. Update on Police Officer Recruitment and Hiring — Manager Robert Carroll {Strategic Plan Goal No. 1, 1 i} COMMITTEE MEMBER COMMENTS FUTURE AGENDA ITEMS ADJOURNMENT — The next Public Safety and Neighborhood Improvement meeting is scheduled for Tuesday, November 13, 2018, at 5:30 PM at the City Hall Ross Annex, Room 1600, 20 Civic Center Plaza, Santa Ana, CA. The complete Strategic Plan document is available at http://www.santa-ana.org/strategic-planning/. [LI-1If you need special assistance to participate in this meeting, please contact Michael Ortiz, City ADA Program Coordinator, at (714) 647-5624. Please call prior to the meeting date, to allow the City enough time to make reasonable arrangements for v accessibility to this meeting. [Americans with Disabilities Act, Title ll, 28 CFR 35.102 Ana City Council Miguel A. Pulido I Michele Martinez I Vicente Sarmiento Jose Solodo P. David Benavides I Juan Villages Sal Tinajero Moor Mayor Pro Tern Ward Ward Ward Ward Ward Meureorasen as Ward vsa,memmm�maa,a.ma lsoano�umaana my oae�a.mes��m::�.o,v Jumm�sos�maa,a.a,a srna.e�sama-ana wv rwMamnezrmssmaa�a.oA City Hall, 20 Civic Center Plaza • P.O. Box 1988 • Santa Ana, California 92702 Mayor & Council Telephone: 714-647-5200 • Agldlotn 1�1 dls: 714-245-8003 • Website: www.santa-ana.oro CITY OF SANTA ANA CITY COUNCIL COMMITTEE ON PUBLIC SAFETY, CODE ENFORCEMENT & NEIGHBORHOOD EMPOWERMENT CALL TO ORDER: ATTENDANCE: MEMBERS ABSENT: STAFF PRESENT PUBLIC SPEAKERS: and rklfl IJ#* October 1, 2018 Ross Annex, Room 1600 City Hall, 20 Civic Center Drive Santa Ana, California 5:25 PM Council Committee members: Sal Tinajero Juan Villegas N/A Raul Godinez II, CMO David Valentin, PD Steven Mendoza, CDA Jessica Valencia, PD Robert Carroll, PD Robert Cortez, CMO Tamara Bogosian, CAO Hafsa Kaka, CDA Jeff Adams, OCFA Fuad Sweiss, PWA Elizabeth Plotnik, Recording Secretary Laura Perez, concerned constituent Esther Fonseca, concerned constituent Eric Mull, concerned constituent Charles Walter, concerned constituent Chris Schmidt, Windsor Village NA Janelle McLoughlin, concerned constituent Mark McLoughlin, concerned constituent 1 13B-15 PUBLIC COMMENTS Laura Perez, concerned constituent, shared her concerns and frustration about prostitution activity taking place in her neighborhood. She stated that she is being harassed and wants the police department to increase enforcement. Esther Fonseca, concerned constituent, provided a brief summary of the loud and raucous noise ordinance and the current enforcement efforts taking place. Ms. Fonseca shared her frustration that police officers are not issuing citations. Eric Mull, concerned constituent, shared that another fire had occurred in his backyard and asked what was being done to address the fires in the Santiago Creek. Charles Walter, concerned constituent and neighbor to Mr. Mull, shared his concerns and frustrations regarding the fires in Santiago Creek, and noted that he is thinking of moving because of the lack of enforcement. Chris Schmidt, Windsor Village resident, feels as though his part of the City isnt getting the same amount of attention as other neighborhoods are. Janelle McLoughlin, concerned constituent, shared that another fire had occurred behind her home again and that it took OCFA 20 minutes to arrive, due to having trouble locating the fire. Ms. McLoughlin asked how to report fires in the future to avoid delay in response. Mark McLoughlin, concerned constituent, shared the same comments as his wife Janelle, and asked for a guideline of how to report fires and provide the accurate location. AGENDAITEMS 1. Approval of Minutes from the July 10, 2018 Meeting 2. Discussion of OCFA Board Member Villegas' Proposed Amendment to OCFA Fire Services Contract to: a) Allow City Input in Selection of Santa Ana Division Chief and b) Discuss Procedure to Evaluate Existing Contract and Service Alternatives — Co -Chair Villegas Co -Chair Villegas discussed the selection, and perceived bias of selecting new OCFA Division Chief Jeff Adams and the newly implemented fire services contract. Co -Chair Villegas shared his frustration about the selection made while stating the City should have a say in who is selected and noted that the Santa Ana Fire Department should be brought 13B-16 back. While noting the City has had seven fire Chiefs within the past six years, Co -Chair Villegas asked that OCFA provide the City some stability and consistency with regard to Chief. Deputy City Manager Robert Cortez provided reasons and financial explanations as to why the Santa Ana Fire Department was taken away. ACTION Chairman Tinajero and Co -Chair Villegas both asked that staff provide a report on other contract options, as well as look into implementing the Santa Ana Fire Department. (Item Number 9 taken out of order) 9. Update on Police Officer Recruitment and Hiring— Manager Robert Carroll {Strategic Plan Goal No. 1, li} Manager Carroll presented the Council Committee with an update on Police Officer hiring, by reviewing the number of vacancies compared to filled positions year-to-date, as well as the number of additional officers projected to be hired the remainder of 2018. Additionally, Manager Carroll discussed upcoming recruitment events and shared that the effectiveness of each event would be tracked, moving forward. Additionally, Manager Carroll introduced the Committee and Staff to Corporal Pedro Duran, and shared his dedication to recruitment. The Council Committee shared dialogue with Staff about recruitment/retainment efforts, asked questions and offered support of recruitment efforts. (Item Number 4 taken out of order) 4. Revisions to SAMC 10-153 (Loud and Raucous Noise) —Assistant City Attorney Tamara Bogosian {Strategic Plan Goal No. 1, lc} RECOMMENDED ACTION — Recommend to the City Council staff's proposed revisions to SAMC 10-153 Deputy Chief Gominsky provided a brief summary of the proposed revisions, as discussed in previous Council Committee Meetings, and requested that they be taken to full Council. 13B-17 Chief Valentin added that he met with the constituents who requested the revisions and agreed with the recommendation to move it to full Council. MOTION: Villegas SECOND: Tinajero VOTE: AYES: Tinajero, Villegas NOES: None Motion carries. (Item Number 6 taken out of order) 6. Update on Prostitution -Related Enforcement— Deputy Chief Ken Gominsky Deputy Chief Gominsky provided the Council Committee with an update on recent prostitution -related enforcement efforts. He shared the total number of arrests made and citations issued within the past two months and noted that correspondence had been made with businesses located in the Harbor/Hazard neighborhood. (Item Number 8 taken out of order) 8. Homeless Update — Hafsa Kaka, Homeless Services Manager (Strategic Plan Goal No. 5, 3d & No. 1, le) Homeless Services Manager Hafsa Kaka presented the Council Committee with an updated overview of recent projects that have taken place to address homelessness: Quality of Life Team (QOLT) and Santiago Creek Clean -Up. Additionally, Hafsa provided an update on the implementation of an Emergency Homeless Shelter and shared details about the recent Community Safety Forum held by Urban Peace Institute. Lastly, Hafsa shared the ongoing general homeless services efforts taking place. 3. Discussion Pertaining to Draft Ordinance Re: Narcotics and Gang -Related Crime Eviction Program — Deputy Chief Eric Paulson & Assistant City Attorney Tamara Bogosian Deputy Chief Paulson presented the Council Committee with information pertaining to a draft 13B-18 ordinance that would address Gang and Narcotics Crime Eviction. Deputy Chief Paulson explained that this ordinance would combat illegal activity, promote safety and eliminate nuisance in the community, while holding landlords responsible for activities that occur on their property. Tamara Bogosian added that this ordinance would be used as an additional approach in addressing crime and recommended that it be brought back for further discussion. Chairman Tinajero supported Co -Chair Villegas' position about the OCFA Fire Services Contract and stated that it appears as though other cities are treated differently by OCFA, due to Santa Ana being a minority city. Co -Chair Villegas added that there may have been bias in selecting the new OCFA Chief. In regards to the Homeless Update, Co -Chair Villegas noted that Judge Carter is impressed with the city's efforts in addressing homeless concerns. Co -Chair Villegas also inquired about OCFA's delayed response to the fires in Santiago Creek, to which Chief Adams provided clarification and shared his plan for addressing the concerns. Additionally, Co -Chair Villegas had open dialogue about the fires with members of the public who were present, and asked for additional police patrol in the Creek. The Committee members were engaged in the discussions, expressed interest in the presentations, and thanked staff for their hard work and the public for their attendance. FUTUREITEMS ADJOURNMENT — 6:47 P.M. DAVID VALENTIN Chief of Police ep 13B-19 13B-20 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MAY.7, 2019 TITLE: RECEIVE AND FILE STRATEGIC PLAN MONTHLY REPORTS FOR MARCH AND APRIL 2019 (STRATEGIC PLAN NO. 5, 1) CITYQANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 181 Reading ❑ Ordinance on 2"d Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Receive and file the Strategic Plan Monthly Reports for March and April 2019. DISCUSSION The March and April 2019 monthly reports provide departmental activity in alignment with the stated goals of the Strategic Plan. The report includes tasks, next steps, outcomes and percentage completed for each strategy. The Strategic Plan Monthly Reports are available on the City's website at: https://www. santa-ana. org/cm/creati ng-our-future-strateg is -plan n ing-process. STRATEGIC PLAN ALIGNMENT This item supports the City's efforts to meet Goal #5 - Community Health, Livability, Engagement & Sustainability, Objective #1 (Establish a comprehensive community engagement initiative to expand access to information and create opportunities for stakeholders to play an active role in discussing public policy and setting priorities). FISCAL IMPACT There is no fiscal impact associated with this item. 19C-1 19C-2 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MAY 7, 2019 TITLE: RECEIVE AND FILE QUARTERLY REPORT OF INVESTMENTS AS OF MARCH 31, 2019 {STRATEGIC PLAN NO.4, 1D} 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 Receive and file Quarterly Report of Investments for the period ending March 31, 2019. DISCUSSION In 1995, the State of California enacted legislation revising the reporting requirements relative to investment of funds by governmental agencies. California Code Section 53646 (b) states that if a quarterly report is rendered to the legislative body, the quarterly report shall be submitted within 30 days following the end of the quarter covered by the report. In an effort to meet the statutory requirement, Finance & Management Services Agency submits the Report via email for review and distribution to the City Council in advance. The report was emailed for distribution on April 26, 2019. The legislation specifies that this quarterly report contain the seven major elements listed below: 1. Type of investments, 2. Date of maturity, 3. Par and dollar amounts invested in each security, 4. Weighted average maturity of the investments, 5. Market value as of the date of the report, 6. Source of the market value information, and 7. Any funds, investments or programs, including loans, under the management of contracted parties. These specifications include a statement outlining the ability of the City to meet the budgeted expenditures for the subsequent six months be submitted to the City Council on a quarterly basis. Staff performs an end -of -month expenditure analysis to comply with the expenditure requirement and a statement confirming the ability to meet this requirement in the monthly and quarter -ending Treasurer's Report. The information is in compliance with State law and the City's Investment Policy. 19D-1 Quarterly Report of Investments May 7, 2019 Page 2 The attached Treasurer's Report (Exhibit 1) accurately reflects all pooled investments held on behalf of the City as of March 31, 2019. The following two tables represent: (1) percentage limits set by the City's Investment Policy and State Law and shows respective City investment portfolio investment types, amounts, and percentages; and (2) the restricted cash balance as of March 31, 2019. Type of Investment Amount Invested $ Portfolio % COSA Policy Limits % State Law Limits % Certificate of Deposit (CD) $2,974,000.00 1.08% 30% 30% Federal Farm Credit Bank (FFCB) $42,871,555.25 15.60% None None Federal Home Loan Bank (FHLB) $79,492,635.45 28.92% None None Federal Home Loan Mortgage Corp. (FHLMC) $50,033,115.00 18.20% None None Federal National Mortgage Association (FNMA) $34,938,360.00 12.71% None None Local Agency Investment Fund (LAIF) $64,582,262.39 23.49% None None sub -Total $274,891,928.09 100% Cash $ 37,180, 262.10 Total $312,072,190.19 Restricted Cash In $ Restricted Cash t,12 $4,442,935.74 Total $4,442,935.74 t Restricted cash is held by a Trustee, Bank of New York Mellon, and is segregated from cash used for daily operations. 12 Please note during November 2018 Staff, with City Council concurrence, transferred approximately $5.8 million from its Restricted Cash to complete the refinancing of the former 2003 and 2011 Successor Agency Debt (2018 Refinancing Debt). The following City investment portfolio graph represents percentages within the respective investment types as of March 31, 2019. City of Santa Ana Investment Portfolio Asset Allocation March 31, 2019 CD 1.08% FFCB wpwn (a) • IOM 15.60% Nm •LetlanI Hnn UeEl[BaM1 )FKB) a Ltlenl Rome Wn lenk )FNL9) •FMenl Nema Lwn Wo K-4wp. FNMA IFnulq 12.71% • Ltle,el NatbnFl Mort{e[e Reee[IeLbn )FNMF) . lxN 09enry Mwetm-t FwM )IAIF) 19 D-2 Quarterly Report of Investments May 7, 2019 Page 3 The following three tables represent, as of March 31, 2019: (1) the aggregate Effective Rate of Return on the City's investment portfolio, both month to date (MTD) and year to date (YTD); (2) the aggregate Average Market Yield To Date (AMTD); and (3) the breakdown of AMTD by investment type. Aggregate Effective Rate of Return Month To Date (MTD) 1.74% Year To Date (YTD) 1.68% Aggregate Average Market Yield To Date Average Month To Date (AMTD) 1 2.055% AMTD Breakdown by Type of Investment Par Value of Investments Yield to Maturity % of Portfolio Average Market Yield to Date Certificate of Deposits $2,974,000.00 1.850% 1.08% 0.020% LAIF $64,582,262.39 2.392% 23.49% 0.562% Federal Agency Securities $207,335,665.70 1.953% 75.42% 1.473% Total $274,891,928.09 2.055% 99.99% 2.055% STRATEGIC PLAN ALIGNMENT Approval of this item allows the City to meet Goal #4 - City Financial Stability, Objective #1 (Maintain a stable, efficient and transparent financial environment), Strategy D (Develop a fiscal health analysis tool that informs a department of its financial position in order to assist in its decision making process). FISCAL IMPACT There is no fiscal impact associated with this action. (f Kathryn Downs, CPA Executive Director Finance and Management Services Agency Exhibit: 1. 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Z 2 2 Z m 8 € Z m �A2aIyy � _ ��i2 O V � C $ RAAAX�R�,y, �RB�NiB�tCd Cd�� 3 u LL n n n .r n n n n n a n n n n n n n n n n n 5 K 19 D-8 ;� „ 8�-*2 I� ¥#;�l;; ■ „ ;�.; A a■el,�, \!a ■§! v . �\ � 1§D- 19D-10 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MAY 7, 2019 TITLE: RECEIVE AND FILE QUARTERLY REPORT OF CONTRACTS VALUED AT $25,000 OR LESS ENTERED INTO BY THE CITY MANAGER AS PERMITTED BY CHARTER SECTION 421 (STRATEGIC PLAN NO.4, 1) CI MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 161 Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Receive and file Quarterly Report of Contracts entered into between January 1, 2019 to March 31, 2019 valued at $25,000 and less. DISCUSSION On November 7, 2006, voters approved a Charter Amendment increasing the authority of the City Manager to enter into contracts and agreements up to a value of $25,000. Section 421 of the Charter requires the City Manager to report to the City Council quarterly on the contracts entered into under his authority for informational purposes. The report is required to include the names of the contractors and the amounts of each contract. Exhibit 1 is a listing of all purchase orders and agreements entered into January 1, 2019 to March 31, 2019, valued at amounts between $500 and $25,000. Unless included under a blanket contract, the City as a general rule does not purchase goods or services valued at under $500 through either a purchase order or an agreement. Purchase orders and service agreements valued at greater than $25,000 require approval by City Council. Pursuant to the ordinance approved by City Council March 19, 2019 amending City Manager's contracting authority for non-public works contracts up to $50,000 and public works contracts and agreements up to $250,000, the next Quarterly Report of Contracts will include non-public works contracts valued up to $50,000 and public works contracts and agreements valued up to $250,000. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's effort to meet Goal #4 — City Financial Stability, Objective #1 (maintain a stable, efficient and transparent financial environment). 19E-1 Quarterly Report of Contracts May 7, 2019 Page 2 FISCAL IMPACT There is no fiscal impact associated with this action. "�M " Kathryn DoVvns, CPA Executive Director Finance and Management Services Agency Exhibit: 1. 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FOR REHABILITATION AND REPAIR OF PERMANENT HOUSING FOR PERSONS WITH HIV/AIDS NOT TO EXCEED $20,728 {STRATEGIC PLAN NOS. 5,3; 5,4; 5,6} RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: r1*J7 Z7wk ❑ As Recommended ❑ As Amended ❑ Ordinance on 1s' Reading ❑ Ordinance on 2"d Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Authorize the City Manager and the Clerk of the Council to execute an amendment with Straight Talk Clinic, Inc. to add funds and a new scope of work to the original agreement, for the rehabilitation and repair of a single-family permanent housing property utilizing Housing Opportunities for Persons with AIDS funding in the amount not to exceed $20,728, subject to non -substantive changes approved by the City Manager and City Attorney. 2. Approve an appropriation adjustment recognizing Housing Opportunities for Persons with AIDS Program prior year funds in the amount of $12,928 in revenue account (no. 40518002- 52000) and appropriate the same amount to the Payment to Subagent expenditure account (no.40518761-69135). From 1993 to 2014, the City received funds through the U.S. Department of Housing and Urban Development (HUD) for the Housing Opportunities for Persons with AIDS (HOPWA) Program. Although the City received the funds, they were to be utilized throughout the County of Orange. The HOPWA Program is designed to provide resources and incentives for long-term comprehensive strategies to meet the housing needs of persons with HIV/AIDS. A major goal of the comprehensive strategy is to promote housing stability, prevent homelessness, and increase access to care and support for persons living with HIV/AIDS. Along with short term assistance, HOPWA funds have been used over the years to fund permanent housing developments in different cities throughout the County. In April of 2014, 20A-1 Appropriation Adjustment and Amendment with Straight Talk Clinic, Inc. May 7, 2019 Page 2 HUD transferred the administration of the HOPWA program to the City of Anaheim when their city population surpassed Santa Ana's population. Remaining development funds were not transferred to the City of Anaheim. In April, 2015, City Council approved one final single-family acquisition and rehabilitation project with Straight Talk, Inc, which was anticipated to close the city's HOPWA program. The term of the contract was extended once to provide six additional months to complete the work, however, $20,728 in funds were unspent and remain in the HOPWA account. The City has been notified that the HUD Treasury will recapture all unspent funds in August of this year. City staff are interested in adding all remaining funds and a new scope of services to the Straight Talk project agreement for eligible rehabilitation and repair activities at this same property and close the City's HOPWA program. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's effort to meet Goal #5 (Community Health, Livability, Engagement and Sustainability), Objective #3 (Facilitate diverse housing opportunities and support efforts to preserve and improve the livability of Santa Ana neighborhoods.), Objective #4 (Support neighborhood vitality and livability), Objective # 6 (Focus projects and programs on improving the health and wellness of all residents). FISCAL IMPACT Approval of the appropriation adjustment will recognize grant revenue from prior year award not yet received in the amount of $12,928 in HOPWA Program Grant Fund, Federal Grant -Direct revenue account (no. 40518002-52000) and appropriate the same to the Payment to Subagent expenditure account (no. 40518761-69135). After the appropriation adjustment, sufficient funds will be available for expenditure in the following fiscal year and account listed below: Fiscal Accounting Unit - Fund Description Accounting Unit, Account Amount Year Account # Description FY 18-19 40518761-69135 Federal HOPWA HOPWA-Housing Opportunities, $20,728 Program Grant Fund Payment to Subagent Total $20,728 APPROVED AS TO FUNDS AND ACCOUNTS: Steven A. Mendoza Kathryn Do s, CPA Executive Director Executive Director al - Community Development Agency Finance and Management Services Agency Exhibit: 1. Amendment to Agreement with Straight Talk Clinic, Inc. 20A-2 EXHIBIT 1 FIRST AMENDMENT TO GRANT AGREEMENT FOR ACQUISITION AND (24 CFR Part 574) THIS FIRST AMENDMENT TO AGREEMENT is made and entered into this day of May, 2019, by and between Straight Talk Clinic, Inc., a 501(c)(3) corporation, DUNS #096097514 ("Project Sponsor), and the City of Santa Ana, a charter city and municipal corporation, organized and existing under the Constitution and laws of the State of California ("City"). RECITALS A. The City and Project Sponsor entered into a Grant Agreement (Housing Opportunities for Persons with AIDS), No. A-2015-051, dated April 7, 2015, for the acquisition and rehabilitation of real property located at 1677 West Ord Way, Anaheim, California, which is operated as "Kairo's House" ("Agreement"). B. Thereafter, the City, pursuant to Project Sponsor's request, executed a letter agreement dated October 29, 2015, extending the schedule to allow additional time for Project Sponsor to complete the rehabilitation under said Agreement. C. In acd`ordance with the terms and conditions of said Agreement, the Parties wish to amend said Agreement to expand the Use of Grant section to include additional rehabilitation at Kairo's House, and increase the total grant amount under said Agreement. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions of said Agreement, except as herein modified, the parties agree as follows: 1. Section 1, USE OF GRANT [24 CFR 574.300(b)(3)], shall be amended to add additional rehabilitation work for Kairo's House. The specific list of rehabilitation projects for ICairo's House is attached herewith as Exhibit A and incorporated herein by reference. Additionally, the Schedule for the new rehabilitation work shall be extended to August 31, 2019. The extension of the rehabilitation work Schedule does not affect the overall 10-year Tenn provided for in sections 3 and 14 of said Agreement. 2. Said Agreement shall be amended to increase the total amount of the Grant by an additional $20,727.99, such that the total amount of the Grant under said Agreement shall not exceed $740,727.99 during the term of said Agreement. Project Sponsor shall cover any costs related to the rehabilitation work that exceed the amount of new Grant funding. 3. Except as hereinabove modified, all terms and conditions of said Agreement shall remain in full force and effect. Page 1 of 3 20A-3 EXHIBIT 1 IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to Grant Agreement the date and year first above written. CITY OF SANTA ANA ATTEST: NORMA MITRE Acting Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City I0 RECOMMENDED FOR APPROVAL: STEVEN A. MENDOZA Executive.Director Community Development Agency 19 KRISTINE RIDGE City Manager STRAIGHT TALK CLINIC, INC. -SCHROTH ve Director Page 2 of 3 20A-4 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MAY 7, 2019 TITLE: AWARD CONTRACTS IN THE AMOUNT OF $325,000 FOR CHARTER BUS SERVICES (SPECIFICATION NO. 19-005) (STRATEGIC PLAN NO. 2,3: 5,3,4) CITYAANAGER 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 1. Reject the bid from Zum Services, Inc. as nonresponsive. The business model presented does not meet the City's requirements. 2. Award contracts for charter bus services for a five-year period expiring March 31, 2024, for a total aggregate amount between the two selected vendors for a not to exceed amount of $325,000, subject to non -substantive changes approved by the City Manager and City Attorney. Funds have been accounted for in the General Fund Parks, Recreation & Community Services account, the Recreation Grant Fund OCTA Senior Mobility Program and the Police Department's Training Services account with the following vendors: Vendor Location American Transportation Systems Long Beach, CA Certified Transportation Services Santa Ana, CA The Parks, Recreation, and Community Services Agency (PRCSA) utilize charter bus services for youth excursions and the Senior Mobility Program transportation needs throughout the year. The PRCSA utilizes coach buses with restroom facilities for excursions that require one hour or more of travel time. In addition, PRCSA utilizes shuttle or school buses for excursions lasting less than an hour. Lastly, the Police Athletic and Activities League (PAAL) utilize charter bus services for youth program excursions throughout the school year. On February 27, 2019, a notice inviting bids for charter bus services was advertised on the City's online bid management and publication system. A summary of the bid invitations and bids received 22A-1 Award Contracts for Charter Bus Services May 7, 2019 Page 2 (Exhibit 1) is as follows: 250 Vendors notified 34 Vendors downloaded the bid packet 6 Bids received 1 Bid received from a Santa Ana vendor Bids were solicited, opened on March 7, 2019, and evaluated (Exhibit 1). The bids received from the recommended vendors are responsive to the specifications and meet the City's requirements. Outreach Efforts A search conducted for Santa Ana vendors providing charter bus services resulted in the notification of two local vendors. ` STRATEGIC PLAN ALIGNMENT Approval of this item supports City efforts to meet Strategic Plan Goal #2 Youth, Education, Recreation Objective #3, (expand use of technology as a tool for communication and education in the community). Goal #5 Community Health, Livability, Engagement & Sustainability, Objective #3, (Facilitate diverse housing opportunities and support efforts to preserve and improve the livability in Santa Ana), and Objective #4, (Support neighborhood vitality and livability) FISCAL IMPACT Funds in the amount of $12,500 are available for expenditure in FY 2018-19 (April- June 2019) PRCSA- Recreation & Comm. Svc account (01113230-62300) and OCTA Senior Mobility Program account (16913202-62300). Additionally, $5,000 is available in the Police Department's Training Services account (01114410-62300). Funds for years two through five of the contract will be budgeted and made available in FY 2019- 20, 20-2021, 2021-22, 2022-23, 2023-24 as follows: Fiscal Year Accounting Unit- Account# Fund Description Accounting Unit, Account Description Amount FY 18-19 01113230- General Fund PRCSA- Recreation & Comm. SVC, $11,250 April -June 62300 Contractual Services- Professional 16913202- Recreation Orange County Transportation $1,250 62300 Grants Fund Authority -Senior Mobility Program 01114410- Misc. Operating Expenses- 62300 General Fund Professional $5,000 Police Training Services 22A-2 Award Contracts for Charter Bus Services May 7, 2019 Page 3 FY 19-20 01113230- General Fund PRCSA- Recreation & Comm. SVC, $45,000 July -June 62300 Contractual Services- Professional 16913202- Recreation Orange County Transportation $5,000 62300 Grants Fund Authority -Senior Mobility Program 01114410- General Fund Misc. Operating Expenses- $15,000 62300 Professional Police Training Services FY 20-21 01113230- General Fund PRCSA- Recreation & Comm. SVC, $46,000 July -June 62300 Contractual Services- Professional 16913202- Recreation Orange County Transportation $5,000 62300 Grants Fund Authority -Senior Mobility Program 01114410- General Fund Misc. Operating Expenses- $15,000 62300 Professional Police Training Services FY 21-22 01113230- General Fund PRCSA- Recreation & Comm. SVC, $45,000 July -June 62300 Contractual Services- Professional 16913202- Recreation Orange County Transportation $5,000 62300 Grants Fund Authority -Senior Mobility Program, Misc. Operating Expenses- 01114410- General Fund Professional $15,000 62300 Police Training Services FY 22-23 01113230- General Fund PRCSA- Recreation & Comm. SVC, $45,000 July -June 62300 Contractual Services- Professional 16913202- Recreation Orange County Transportation $5,000 62300 Grants Fund Authority -Senior Mobility Program 01114410- Misc. Operating Expenses- 62300 General Fund Professional $15,000 Police Training Services FY 23-24 01113230- General Fund PRCSA- Recreation & Comm. SVC, $33,750 July -March 62300 Contractual services- Professional 16913202- Recreation Orange County Transportation $3,750 62300 Grants Fund Authority -Senior Mobility Program 01114410- Misc. Operating Expenses- 62300 General Fund Professional $10,000 Police Training Services Total Contract Amount $325,000 22A-3 Award Contracts for Charter Bus Services May 7, 2019 Page 4 Li§a-Rudloff Executive Director Parks, Recreation, and Community Services Agency id- entin Chief of Police Santa Ana Police Department EG Exhibit: 1. Abstract of Bids APPROVED AS TO FUNDS AND ACCOUNTS: Katn Do�hryCPA Executive Director wtiC?o �b9� Finance and Management Services Agency 22A-4 EXHIBIT 7 ABSTRACT OF BIDS IFB 19-005 - Charter Bus Services: Excursions Bid Opening: Thursday, March 7, 2019 at 2:00 p.m. Bid Item Unit Price Regular 47 & SS Regular School Bus passenger, Deluxe Tour School Bus Sizes: Small Final Bid Amount Coach Sizes: 48/72, Total Business/ As Determined Bidder 47 & 55 passenger, (SPAB 48/72, 52/78 & 59 Total Bid Bid Local By Basis of Deluxe Tour Coach Certified) w/ 52/78 & 59 passenger Average Vendor Award (SPAB Certified) w/ passenger w/ 3 pt Preference restroom facilities restroom w/ 3 pt Seat belts, facilities, Lift Seat belts Lift Equipped Equipped American $109.00 $109.00 $89.00 $109.00 $416.00 $104.00 Transportation 0% $104.00 Certified Transportation $134.00 $134.00 $79.50 $90.00 $437.50 $109.38 Services, Inc. 1% $108.28 H & LCharter Co. $140.00 $140.00 No Bid No Bid $280.00 $140.00 Inc. 4% $134.40 Intermex Inc. $140.00 $140.00 $90.00 $100.00 $470.00 $117.50 0% $117.50 Transportation $660.00 $660.00 $485.00 No Bid $1,805.00 $601.67 Charter Services 0% $601.67 Rejected: Zum Services, Inc. $124.00 $124.00 $82.00 $82.00 $412.00 $103.00 0% $103.00 22A-5 22A-6 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MAY 7, 2019 TITLE: AWARD A PURCHASE ORDER IN THE AMOUNT OF $64,900 TO GOLDEN STATE AUDIO VIDEO, INC., FOR POLICE DEPARTMENT EMERGENCY OPERATIONS CENTER TECHNOLOGY UPGRADES (SPECIFICATION NO. 19-037) {STRATEGIC PLAN NOS. 1, 1J} CITY ANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended. ❑ As Amended ❑ Ordinance on 151 Reading ❑ Ordinance on 2n° Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Authorize a one-time purchase and payment of purchase order to Golden State Audio Video, Inc. for technology upgrades to the Santa Ana Police Department's Emergency Operations Center (EOC), in the amount of $64,900, subject to non -substantive changes approved by the City Manager and City Attorney. The City of Santa Ana recently re -located the Emergency Operations Center (EOC) onto the fourth floor of the Santa Ana Police Department Administration Building. The EOC is responsible for overall response management of a critical incident. The EOC provides a central intelligence arena for decision makers and response team personal to gather critical information, coordinate response activities, and manage personnel as the critical incident dictates. The organization of the EOC is modeled after the Incident Command System (ICS), allowing all involved parties to establish a common organization and terminology. According ICS, the main functions of the EOC are Command, Operations, Planning, Logistics and Finance/Administration. In order to operate with the necessary capabilities and present-day baseline technologies to support a fully functioning EOC, upgrades are necessary. The upgraded equipment includes six wall mounted projectors and white boards with a digital media switching system, control panel and an equipment rack. Further, the addition of new technology into adjacent rooms is necessary to support an EOC needed for a City the size of Santa Ana. The complete upgrade to the EOC will be a multi -phased project. All upgraded equipment will need to integrate into the existing control functions of the entire room previously designed and programmed by the vendor, Golden State Audio Video Inc. in 2009. The City desires to hire Golden State Audio Video, Inc. to once again, perform needed technology upgrades to the EOC. Selecting a different vendor at this juncture would require they also learn detailed architecture which would increase the timeline of the project. Additionally, the current vendor will be integrating new technology with their previous work, and 22B-1 Award Purchase Order for technology upgrades to the SAPID EOC May 7, 2019 Page 2 have the necessary skillsets to complete this seamlessly. A City of Santa Ana Exemption to Competitive Bid Process form was completed and authorized by the Chief of Police along with the Purchasing Department. STRATEGIC PLAN ALIGNMENT Approval of this item assists the City in meeting Goal #1 Community Safety, Objective #2 (Broaden communications, information sharing and community awareness of public safety activities), Strategy E (Update the City's Emergency Operations Center (EOC) emergency preparedness plan to include a community evacuation strategy to respond to natural disasters), Objective #6 (Enhance Public Safety integration, communications and community outreach), and Strategy B (Develop and implement a Fire/Emergency Medical Services major incident notification process to better communicate with community members during emergencies). FISCAL IMPACT Funds totaling $64,900 are available in FY 2018-19 in the Police Department's following accounts: Accounting Fund Accounting Unit, Amount Unit -Account# Description AccountingDescri tion 12814414-63001 Grants Fund EMPG Grant $39,881 Police Misc. Operating Expenses 01114485-63001 General Fund Homeland Security & $25,019 Police Crime Prev.- Misc. O eratin Ex enses Total Contract Amount $64,900 aVg in Chief of Police Santa Ana Police Department EG/MC APPROVED AS TO FUNDS AND ACCOUNTS: Kathryn Downs, CPA Executive Director UXLC11-0 Finance and Management Services Agency 22B-2 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MAY 7, 2019 TITLE: AWARD CONSTRUCTION CONTRACT TO ALL AMERICAN ASPHALT IN THE AMOUNT OF $739,596 FOR SLURRY SEAL IMPROVEMENTS ON FIRST STREET AND RAITT STREET (PROJECT NOS. 19-6921 AND 19-6945) (STRATEGIC PLAN NO. 6, 1B; 1C; 1G) RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1s' Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Award a contract to All American Asphalt, the lowest responsible bidder, in accordance with the base bid in the amount of $739,596, for construction of the Slurry Seal Improvements on First Street and Raitt Street, for the term beginning upon execution of the contract and ending upon project completion, and authorize the City Manager and the Clerk of the Council to execute the contract subject to nonsubstantive changes approved by the City Manager and the City Attorney. Approve the Project Cost Analysis for a total estimated construction delivery cost of $911,000, which includes the contract bid amount, administration, inspection and testing, and an authorized contingency of $73,959 in Highway Users Tax Account: Road Maintenance and Rehabilitation Fund. The budget is sufficient to cover the contract. DISCUSSION The City's Pavement Management Program has identified the arterial street segments of 1st Street from West City Limit to Newhope Street and Raitt Street from Edinger Avenue to McFadden Avenue, as high -priority for slurry seal improvements (Exhibit 1). The recommended work consists of preparing the roadway by performing minor localized asphalt pavement repairs, replacing damaged concrete curbs, gutters, sidewalks, and curb ramps, followed by crack seal treatment, and then slurry seal resurfacing. The improvements also include painting new lane line stripes and markings, replacing selected street signs. Once completed, these improvements will enhance the ride quality and visual appearance of the street, and comply with Americans with Disability Act standards. A Notice Inviting Bids was advertised on March 8 and 15, 2019, and bids were opened on March 27, 2019. The following is a summary of the bid invitations made and the bids received: 23A-1 Award Contract to All American Asphalt Slurry Seal Improvements on First Street and Raitt Street May 7, 2019 Page 2 Contractor Participation Data Santa Ana contractors receiving notices 47 Contractors requesting bidding documents 37 Bids received 5 Bids received from Santa Ana contractors 1 Outreach To provide an opportunity for local vendors to submit bids, the City has been utilizing PlanetBids which is web -based system. Through this system, 47 qualified local vendors were notified of the opportunity to bid on this project. Bid Results Summary RANK BIDDER'S NAME LOCATION BASE BID 1 All American Asphalt Corona $739,596 2 Hardy & Harper, Inc. Santa Ana $751,000 3 Excel Paving Co Long Beach $764,850 4 R.J. Noble Company Orange j $824,563 5 ONYX Paving Company Inc. Anaheim 1 $911,000 A total of five (5) bids were received, and all were deemed responsive. All American Asphalt, submitted the lowest responsive bid in the amount of $739,596 (Exhibit 2). Based on the bid analysis and a contractor's reference check, staff recommends awarding the construction contract to All American Asphalt, in the amount bid (Exhibit 3). STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #6 - Community Facilities & Infrastructure, Objective #1 (establish and maintain a Community Investment Plan for all City assets), Strategy B (equitably maintain existing streets and associated assets in a state of good repair so they are clean, safe and aesthetically pleasing for all users), Strategy C (invest resources and technology to extend the service life of existing infrastructure to protect the City's investment and support a high quality of life standard), and Strategy G (develop and implement 23A-2 Award Contract to All American Asphalt Slurry Seal Improvements on First Street and Raiff Street May 7, 2019 Page 3 the City's Capital Improvement Program in coordination with the Community Investment Plan - e.g., neighborhood streets, traffic improvements, etc.). ENVIRONMENTAL IMPACT In accordance with the California Environmental Quality Act, the recommended actions are exempt from further review. Categorical Exemption Environmental Review Nos. ER-2018-92 and ER-2019-08 were filed for the project 19-6921 and 19-6945. FISCAL IMPACT As indicated in the Cost Analysis (Exhibit 4), the estimated total construction delivery cost of the project is $911,000, which includes construction, contract administration, inspection, testing, design engineering, and an authorized contingency of $73,959. The following table summarizes the Funds budgeted for expenditure to deliver construction of this project: Accounting Unit - Fiscal Fund Accounting Unit- Account No. Account No. Amount Year Description Description (Project No.) FY 18-19 05917665-66220 Select Street Road Maintenance and $636,000 (19-6921) Construction Rehabilitation Account FY 18-19 05917665-66220 Select Street Road Maintenance and $275,000 (19-6945) Construction Rehabilitation Account TOTAL CONSTRUCTION CONTRACT: $911,000 Fuad S.eiss, PE, PLS Executiv Director Public W rks Agency FSS/EWG/TC Exhibits: 1. Location Map 2. Bid Proposal 3. Construction Contract APPROVED AS TO FUNDS AND ACCOUNTS: A�8-W-06 Kathryn Downs, CPA J Yq ICPA J Yq d Executive Director Finance and Management Services Agency 23A-3 Award Contract to All American Asphalt Slurry Seal Improvements on First Street and Raitt Street May 7, 2019 Page 4 4. Cost Analysis 23A-4 SMTA MA Project No. 19-6921 and 19-6945: Pi PW1 1st Street and Raitt Street Slurry Seal I and Resurfacing weucwoMAMU Mild 23A-6 EXHIBIT 2 City of Santa Ana Page 1 First Stra rt Slurry Seal and Resurfacing; Raitt Street Slurry Seal and Resurfacing (19-8921 & 19-6945), bidding on Phaed 03/282019 Bid Results Bidder Details Vendor Name All American Asphalt Address 400 E. Sixth Street Corona, CA 92879 United States Respondee Jim McGee Respondee Title Pro)ect Manager Phone 951-736-7600 Ext. 205 Email publltworks@allamedcanespheitcom VendorType CADIR Ucense # 267073 CA DIR Bid Detail Bid Format Elec4onlc Submitted March 27, 2019 1:42:23 PM (Paclflc) Delivery Method Bid Responsive Bid Status Submitted Confirmation # 170771 Ranking 0 Respondee Comment Buyer Comment Attachments Flle Title File Name Flle Type General Forms General Forms.pdf General Forms Ownership Affidavit Ownership AffidaNtpdf Ownership Affidavit (Notary Public) - REQ Original Hard Copy Submittal In Addition Bid Band Bid Bond.pdf Bid Bond Guaranty (Notary Public) - REQ Original Hard Copy Submittal in Addl0on Non -Collusion Affidavit Non-Colluslon AfBdavlLpdf Non -Collusion Af9davll (Notary Public)- REQ Original Hard Copy Submittal In Addition Line Items Type Item Cade UOM Qty Unit Price Line Total Comment Base Bid Proposal 1 Unclassified Excavation' CY 546 $148.00 $80,808.00 2 Cold MIIIing (2") SF 27000 $0.67 $15,390.00 PlanetBids, Inc. 23A-7 City of Santa Ana Page 2 First Street Slurry Seal and Resurfacing; Raid: Street Slurry Seal and Resurfacing (19-6921 & 19-6945), bidding on Printed 03rr29l2019 Bid Results Type Item Code UOM O1Y Unit Price Una Total Comment 3 AC Pavement (Asphalt Concrete) TN 810 $104.00 $84,240.00 4 Rubberized Emulsion Aggregate Slurry (REAS), Type II 7N 375 $717.00 $268,875.00 5 Crack Sealing (First Street) LS 1 $15,000.00 $15,000.00 6 Crack Sealing (Raiff Street) LS 1 $5.400,00 $6,400.00 7 PCC Sidewalk* SF 3540 $7.90 $27.966.00 8 PCC Curb (Type B-I r LF 22 $61.00 $1,342.00 9 PCC Curb & Gutter (Type A-2.8)` LF 485 $52.00 $25,220.00 10 PCC Curb Ramps* SF 6886 $9.20 $83,342.00 11 PCC Driveway (T=6)• SF 490 $12.00 $6,880.00 12 Root Shave EA 22 $352.00 $7,744.00 13 Adjust Manhole Frame & Cover to Finished Grade EA 6 $923.00 $5,538.00 14 Adjust Manhole Frame & Cover to Finished Grade (OCSD) FA 1 $923.00 $923.00 15 Adjust Water Valve Frame & Cover to Finished Grade FA 7 $950.00 $6,550.00 16 Adjust Survey Monument Frame and Cover to Finished Grade EA 1 $868.00 $858.00 17 Furnish and Install New#6 Pull Box EA 7 $543.00 $3.801,00 18 Protection of Surface UBllty Cellars, Frames & Covers (First St) LS 1 $992.00 $992.00 PlanetEllds, Inc. 23A-8 I Cityof Santa Ana Page 3 First Street Slurry Seal and Resurfacing; Raltt Street Slurry Seal and Resurfacing (19.6921 & 19-6945), bidding on Printed 03129t2019 i Bid Results Type •Item Code UOM Oly Unit Price Llne Total Comment 19 Protection of Surface Utility Collars, Frames & Covers (Ralit St) LS 1 $992.00 $992.00 20 Temporary Construction Sign EA 4 $1,615.00 $6.460.00 21 Project Advertisement Sign EA 4 $2,100.00 $8,400.00 . 22 Furnish and Install Traffic Loops Type D t ' EA 21 ............ .. ... ... ........ $250.00 .......... :...._.... .._ $5,250.00 ... ....... 23 Furnish and Install Traffic Loops Type E t ....... . LS 55 $223.00 $12,265.00 24 Furnish and Install Traffic Loops Type Q t • EA 3 $250.00 $750.00 25 Signing and Striping (No Bike Lane) (First Street) LS 1 $44,800.00 $44,600.00 26 Signing and SWping (RaM Street) LS 1 $24,700.00 $24.700.00 27 Labor Agreement Oversight LS 1 .,, $15,000.00 $15,000.00 Subtotal $739,596.00 Add Alternative One 28 Bike Lane Striping (First Street) Ls 1 $59,500.00 $59,600.00 Subtotal $59,500.00 Asterisk Notes (Per P3 of Specifications) • NOT part of Total Bid Calculation 29 • = The quantity for this bid Item Is sham for bid comparison only. This bid Item shall not be subject to the'25%' limit as stated in Section 3-2 of the Standard Specifications. EA 0 0 0 30 t = This bid Item Is considered a Specialty Item per Section 23.2 of the Standard Specifications. EA a . . 0 .. 0 .. Subtotal.. 0 .. Total $799,096.00 PlanetBlds, Inc. 23A-9 CITY OF SANTA ANA PROPOSAL PROJECT NOS.: 19-6921 AND 19-6945 FIRST ST. AND RAITT ST. SLURRY SEAL AND RESURFACING BID PROPOSAL TO: CITY COUNCIL OF THE CITY OF SANTA ANA FROM: All American REQUIREMENT: The undersigned bidder declares that they have carefully examined the location of the proposed work, that they have examined the Contract Documents in its entirety and hereby proposes to furnish all material and do all the work required to complete the said work in accordance with said plans (if any) and the specifications for the unit price(s) or lump sum(s) set forth in the following schedule: Item Description Qty Unit Unit Price Amount 1 Unclassified Excavation • 546 CY S W00 $401000.00 2 Cold Milling (2") 27,000 IF S o $1SISg0.00 3 AC Pavement (Asphalt Concrete) 810 TN S 10q00 S 8u 19n q0. 00 4 Rubberized Emulsion Aggregate Slurry (REAS), Type 1I 375 TN S g17.00 0 I %?l 095.00 5 Crack Sealing (First Street) I LS ` S 161RQo 0//®�� 8 �/51j0(00 00 6 Crack Sealing (Raiff Street) I LS $ t0l 100 OU S {OI I vo QQ 7 PCC Sidewalk • 3,540 IF S 1 90 S 4 ql q 6, 00 8 PCC Curb (Type B-1) • 22 LF S61.00 b 00 S i l go 9 PCC Curb & Gutter (Type A-2-8) • 485 LF S 2.00 $ dA/lQ,oa 10 PCC Curb Ramps 6,885 IF S 910 S 6313466 11 PCC Driveway (T=6") • 490 IF $ 1� 00 S 51?W.00 12 Root Shave 22 EA $ ag.00 S 7r9NW.60 13 Adjust Manhole Frame & Cover to Finished Grade 6 EA $ fvtu ov`o' l S6 538.Q0 I 14 Adjust Manhole Frame & Cover to Finished Grade (OCSD) 1 EA $ 9��.00 $ 9 WV.00 P-1 ofP-17 23A-10 CITY OF SANTA ANA PROPOSAL PROJECT NOS.: 19-6921 AND 19-6945 FIRST ST. AND RA1TT ST. SLURRY SEAL AND RESURFACING Item Description Qty Unit UnitPrice Amount 15 Adjust Water Valve Frame & Cover to Finished Grade 7 EA $ �bO.Qo $6 650,QQ 16 Adjust Survey Monument Frame and Cover to Finished Grade I EA $ 0 63 OQ 0 v�U $ Fbe Q0 17 Famish and Install New N6 Pull Box 7 EA $ 5g3.00 131801.00 18 Protection of Surface Utility Collars, Frames & Covers (First St) I LS $ 1lW (►11�1 .00 $ GO/1AI OO I) 19 Protection of Surface Utility Collars, Frames & Covers (Raiff St) 1 LS $ I O6 99�.Uo $ 99�.00 20 Temporary Construction Sign 4 EA $ I t �15 00 $ OWA I 21 Project Advertisement Sign 4 EA I Iffoo I Vlg6Q.Go 22 Furnish and Install Traffic Loops Type D t 21 EA $ go .Q o $ 51 A60. 00 23 Furnish and Install Traffic Loops Type E t 55 EA $ 1f) $l W1cUv,00 24 Furnish and Install Bicycle Loops Type Q t 1 3 EA $ rl n (fo W Q) U $ q ff aO 25 Signing and Striping (No Bike Lane) (First I LS $ 4 g1000.0� 1 1 N $��I 80v oa 0 26 Signing and Striping (Raitt Street) I LS $4700,M $ag1706.66 27 Labor Agreement Oversight 1 LS S 15.000 S 15,000 P-2 of P-17 23A-11 CITY OF SANTA ANA PROPOSAL PROJECT NOS.: 19-6921 AND 19-6945 FIRST ST. AND RAITT ST. SLURRY SEAL AND RESURFACING TOTAL BASE BID s 739, w- 00 ADD ALTERNATE BID 1 28 1 Bike Lane Striping (First Street) 1 I LS $ 59t 5GG00.00 $ 59, 500.00 TOTAL ADD ALTERNATE BID 1 s The lowest responsible bidder shall be selected based on the total base bid. The City reserves the right to award the Base Bid, and any, all, or none of the add -alternate bid items (if any). * The quantity for this bid item is shown for bid comparison only. This bid item shall not be subject to the "25%" limit as stated in Section 3-2 of the Standard Specifications. The actual amount for this item will be dictated by the actual quantity used, and the Agency reserves the right to increase or decrease the quantity of this item accordingly. j This bid item is considered a Specialty Item per Section 2-3.2 of the Standard Specifications. TIME FOR COMPLETION OF IMPROVEMENTS AND LIQUIDATED DAMAGES The undersigned bidder hereby proposes to complete the work for both First St. and Raitt St. Slurry Seal Projects within fifty (50) working days after the commencement date stated in the Notice to Proceed. Furthermore, each Project shall be completed within thirty (30) working days, but no more than 5.0 working days combined. Once work has begun on each Project, the Contractor shall work continuously on that Project until work is complete. The liquidated damages amount, in lieu of the amount specified in Subsection 6-9 of the Standard Specifications, shall be $2,250 per calendar day. Name of Firm Signature of BIl Title Edward J. Carlson, Vice President (If an individual, so state. If a firm or co -partnership, state the firm name and give the names of all individual co-partners composing the firm. If a corporation, state legal name of corporation, and names of President, Secretary, Treasurer and Manager, thereof.) All American Asphalt- Corporation Mark Luer- President Edward J. Carlson -Vice President Michael Farkas- Secretary P-3 of P-17 23A-12 CITY OF SANTA ANA PROPOSAL PROJECT NOS.: 19-6921 AND 19-6945 FIRST ST. AND RAITT ST. SLURRY SEAL AND RESURFACING BIDDER'S STATEMENT BIDDER understands and agrees that this Bid Proposal, Contract Documents and subsequent Construction Contract Agreement shall constitute the entire agreement between BIDDER and the AGENCY only after it has been accepted by the City Council, endorsed by the Clerk of the Council with her signature and official seal noting hereon the action of approval of the Council, signed by the Public Works Agency Executive Director or his/her duly authorized agent, and signed by the City Attorney, denoting his approval of the form of this document, and its execution, and when it or an exact copy of it has been either delivered to BIDDER or deposited with the United States Postal Service properly addressed to the BIDDER with the correct postage affixed thereto. BIDDER further agrees that upon delivery (as defined above) of the accepted agreement he/she will furnish AGENCY all required bonds and certificate of liability insurance within ten (10) business days or the funds, check, draft, or BIDDERS bond substituted in lieu thereof accompanying this proposal shall become the property of the AGENCY and shall be considered as payment of damages due to the delay and other causes suffered by AGENCY because of the failure to furnish the necessary bonds and because it is distinctly agreed that the proof of damages actually suffered is difficult to ascertain; otherwise said funds, check, drafts, or BIDDER'S bond substituted in lieu thereof shall be returned to the undersigned. BIDDER understands that a bid is required for the entire work, the estimated quantities set forth in the bid schedule are solely for the purpose of comparing bids, and that final compensation under the contract will be based upon the actual quantities of work satisfactorily completed. The BIDDER also certifies that the bid is a balanced bid. In accordance with Section 7028.15 of the. California Business and Professions. Code, the undersigned certifies under penalty of perjury that the foregoing is true and correct. Name of Firm All American Asphalt Signature of BIDDER Title Edward J. Carlson, Vice President (If an individual, so state. If a firm or co -partnership, state the firm name and give the names of all individual co-partners composing the firm. If a corporation, state legal name of corporation, and names of President, Secretary, Treasurer and Manager, thereof) All American Asphalt -Corporation Mark Luer- President Edward J. Carlson -Vice President Michael Farkas- Secretary P-4 of P-17 23A-13 CITY OF SANTA ANA PROPOSAL PROJECT NOS.: 19-6921 AND 19-6945 FIRST ST. AND RAITT ST. SLURRY SEAL AND RESURFACING CONTRACTOR'S LICENSING AND REGISTRATION STATEMENT The undersigned contractor, or corporate officer, declares under penalty of perjury that he/she and all his/her subcontractors are registered with the State of California Department of Industrial Relations (DIR), and that the following is true and correct. Contractor's Name: All American Business Address: 400 E. Sixth Street Corona, CA 92879 Business E-Mail Address: aublicworks@allamericanasphalt.com Telephone: 951-736-7600 State Contractor's License No. and Class: 267073 A. C-12 License Expiration Date: 1-31-2020 State Dept. of Industrial Relations (DIR) Registration No.: 1000001051 State Dept. of Industrial Relations (DIR) Registration Expiration Date: 6/30/2019 Signed: Title: Edward J. Carlson, Vice President P-5 of P-17 23A-14 CITY OF SANTA ANA PROPOSAL PROJECT NOS.: 19-6921 AND 19-6945 FIRST ST. AND RAITT ST. SLURRY SEAL AND RESURFACING PREVAILING WAGE COMPLIANCE AND MONITORING STATEMENT Contractor is aware of the requirements of California Labor Code Section 1720, et seq., as well as California Code of Regulations, Title 8, Section 16,000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. Since the services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and since the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. City shall provide Contractor with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Contractor shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the services available to interested parties upon request, and shall post copies at the Contractor's principal place of business and at the project site. Contractor shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. The undersigned certifies that the foregoing is true and correct. Name of Firm Signature of Bl. Title Edward J. Carlson Vice President (if an individual, so state) P-6 of P-17 23A-15 CITY OF SANTA ANA PROPOSAL PROJECT NOS.: 19-6921 AND 19-6945 FIRST ST. AND RAITT ST. SLURRY SEAL AND RESURFACING OWNERSHIP AFFIDAVIT STATE OF CALIFORNIA COUNTY OF ORANGE ) SS: CITY OF SANTA ANA Edward J. Carlson being duly sworn, deposes and says: ❑ INDIVIDUAL That he/she is the party making the foregoing proposal: ❑ PARTNERSHIP That he/she is a member of the co -partnership firm designated as: and who has been and is duly vested with the authority to make and execute instruments for the co -partnership by: who constitute the other members of the co -partnership. $� CORPORATION That he is of. Vice President of All American Asphalt a corporation which is making the foregoing proposal: ❑ JOINT VENTURE That he is oL one of the parties making the foregoing proposal as ajoint venture, and the he/she has been and is duly vested with the authority to execute instruments for an on behalf of the parties making said bid who are: that such a bid is genuine and not collusive or sham, and has not in any manner sought by collusion to secure any advantage against the City of Santa Ana or any person interested in the proposed contract, for himself or a y other person. Signat re of Bidder Edward J. Carlson, Vice President Subscribed and sworn to be me this day of 20 P(065ee 07666b Ga, Arnto) Jttfu f Signature of officer Administering OaI(Notary Public) P-7 of P-17 23A-16 CALIFORNIA JURAT GOV CODE § 8202 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certiPcate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of Riverside �. COURTNEY CHAPAS [( Notary Public - California t+ e "- Riverside County z z 'fit=� Commission t 2172984 My Comm. Expires Nov 20, 2020 Subscribed and sworn to (or affirmed) before me on this 25th day of March, 2019 Date Month By (1) Edward J. Carlson Name of Signer Proved to me on the basis of satisfactory evidence be the person who appeared before me (.) (,) (2) (And of Signer Proved to me on the basis of satisfactory evidence be the person who appeared before me.) Signature &—k UAPO f Place Notary Seal Above Sig re of No ry Public OPTIONAL Though the information below is not required by law, it may prove valuable to person relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Further Description of Any Attached Document Title or Type of Document: Ownership Affidavit Document Date: 3-25.2019 Number of Pages: 1 Signer(s) Other Than Named Above: None Top of thumb here 23A-17 CITY OF SANTA ANA Bid Date 03/27/201923 PROPOSAL PROJECT NOS.: 19-6921 AND 19-6945 FIRST ST. AND RAITT ST. SLURRY SEAL AND RESURFACING KNOW ALL PRESENT that, All American Asphalt , as BIDDER, and Fidelity and Deposit Company of Maryland , as SURETY, are held and firmly bound unto the CITY OF SANTA ANA, as AGENCY, in the penal sum of _ Ten Percent of Total Amount Bid Dollars ($10% of Bid ), which is ten percent (10%) of the total amount bid by BIDDER to AGENCY for the above -stated project, for the payment of which sum, BIDDER and SURETY agree to be bound, jointly and severally, firmly by these presents. THE CONDITIONS OF THIS OBLIGATION ARE SUCH that, whereas BIDDER is about to submit a bid to AGENCY for the above -stated project, if said bid is rejected, or if said bid is accepted and a contract is awarded and entered into by BIDDER in the manner and time specified, then this obligation shall be null and void, otherwise it shall remain in full force and effect in favor of AGENCY. IN WITNESS WHEREOF the parties hereto have set their names, titles, hands, and seal this 19th day of March , 2019 , BIDDER* All American Asphalt 400 East Sixth Street, Corona, CA 92879 (951) 736-7600 `EdarcuT.Goirtuon,vim m6imo SURETY* Fidelity and Deposit Company of Maryland 777 S. Figueroa Street, Suite 3900, Los Angeles, CA 90017 David Wei (213) 270-060( Rebecca Haas -Bates, Attorney -in -Fact Subscribed and sworn to before me. 20_ Signature: Notary Public in and for the County of **See Attached** this = 'day of State of * Provide BIDDER/ SURETY name, address, and telephone number and the name, title, address, and telephone number of authorized representative. P-8 of P-17 23A-18 ya CALIFORNIA ALL-PURPOSE ACKNOWLEDGEMENT CIVIL CODE § 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached. and not the truthfulness accumcv. nr validity of that document. State of California County of Riverside On March 25.2019 before me, Courtney Chagas. Notary Public Daze Here Insen name and Tire or line OIlcer personally appeared Edward J. Carlson Names) of S.gnegs) COURTNE Notary Public . California a a ` Riverside County z z: z Commission # 2172984 A My Comm. Expires Nov 20, 2020' who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/sh".. 4 y executed the same in his/herkheir authorized capacity(ies), and that by his/heAtheir signature(r) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the forgoing paragraph is true and correct. WITNESS my hand and official seal Signature l Place Notary Seal Above Slgna yre of Not P is OPTIONAL V Though the information below is not required by law, it may prove valuable to person relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document Bid Bond Document Date: March 19. 2019 Number of Pages: 1 Signer(e) Other Than Named Above: None Capacity(ies) Claimed by Signer(s) Signers Name: Edward J. Carlson in Individual X Corporate Officer —Title(s): Vice President ❑ Partner E o Limited o General ❑ Attorney in Fact ❑ Trustee Top of a umb bare ❑ Other: SignXs Name: ❑ Indv al ❑ Corporate ffcer—Title(s): ❑ Partner f o LI 'ted o General ❑ Attorney in Fact Top of Numb here ❑ Trustee in Other 23A-19 CALIFORNIA ALL-PURPOSE ACKMOWLIEDGMEMT CIVIL CODE RS.c.M�.a✓aCM</a� a�S;a�S/.a"ua .a /a< �Kw .aK�� .a< x .aK[iYa'dwe w . aMw .dMN - aS/u.Yy�K Mat/q�..gN.'.�[/qt T �t/rt A notary public or other officer completing this certificate verifies only the Identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of Califomia ) County of Orange ) On 03/19/2019 before me, A. MacFarlane, Notary Public Date Here Insert Name and Title of the Officer personally appeared Rebecca Haas -Bates NameKof SignerN who proved to me on the basis of satisfactory evidence to be the persons} whose name(s). is/am subscribed to the within instrument and acknowledged to me that he/she/they executed the same in hWher/their authorized capacity(i&4, and that by his(her/the r signatureZ4on the instrument the person(s), or the entity upon behalf of which the persons) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of Califomia that the foregoing paragraph Is true and correct. WITNESS my hand and official seal. LANE "a2'j A. MACFAIR Notary Public — California 51 FFD%v Orange County x Slgnature4:��- ��-�- Commission # 2188592 — Signature of Notary Public My Comm. Expires Mar 27, 2021 If Place Notary Seal Above OPTIONAL Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: Bid Bond Document Date: 03119/2019 Number of Pages: One 1 Signer(s) Other Than Named Above: All American Asphalt Capacity(fes) Claimed by Signer(s) Signer's Name: Rebecca Haas -Bates ❑ Corporate Officer — Title(s): ❑ Partner — ❑ Limited ❑ General ❑ Individual IidAttorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: Fidelity and Deposit Company of Maryland Signer's Name: ❑ Corporate Officer — Title(s): ❑ Partner — ❑ Limited ❑ General ❑ Individual ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator r I Other. Signer Is Representing: 02014 National Notary Association • www.NationalNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907 23A-20 EXTRACT FROM BY-LAWS OF THE COMPANIES "Article V, Section 8, Attorneys -in -Fact. The Chief Executive Officer, the President, or any Executive Vice President or Vice President may, by written instrument under the attested corporate seal, appoint attorneys -in -fact with authority to execute bonds, policies, recognizances, stipulations, undertakings, or other like instruments on behalf of the Company, and may authorize any officer or any such attorney -in -tact to affix the corporate seal thereto; and may with or without cause modify of revoke any such appointment or authority at any time." CERTIFICATE 1, the undersigned, Vice President of the ZURICH AMERICAN INSURANCE COMPANY, the COLONIAL AMERICAN CASUALTY AND SURETY COMPANY, and the FIDELITY AND DEPOSIT COMPANY OF MARYLAND, do hereby certify that the foregoing Power of Attorney is still in full force and effect on the date of this certificate; and 1 do further certify that Article V, Section 8, of the By -Laws of the Companies is still in force. This Power of Attorney and Certificate may be signed by facsimile under and by authority of the following resolution of the Board of Directors of the ZURICH AMERICAN INSURANCE COMPANY at a meeting duly called and held on the 15th day of December 1998. RESOLVED: "that the signature of the President or a Vice President and the attesting signature of a Secretary or an Assistant Secretary and the Seal of the Company may be affixed by facsimile on any Power of Attorney... Any such Power or any certificate thereof bearing such facsimile signature and seal shall be valid and binding on the Company." This Power of Attorney and Certificate may be signed by facsimile under and by authority of the following resolution of the Board of Directors of the COLONIAL AMERICAN CASUALTY AND SURETY COMPANY at a meeting duly called and held on the 5th day of May, 1994, and the following resolution of the Board of Directors of the FIDELITY AND DEPOSIT COMPANY OF MARYLAND at a meeting duly called and held on the I Oth day of May, 1990. RESOLVED: "That the facsimile or mechanically reproduced seal of the company and facsimile or mechanically reproduced signature of any Vice -President, Secretary, or Assistant Secretary of the Company, whether made heretofore or hereafter, wherever appearing upon a certified copy of any power of attorney issued by the Company, shall be valid and binding upon the Company with the same force and effect as though manually affixed. IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed the corporate seals of the said Companies, _. this 19th day of March ��-yyy1112019 S OZ-44"o- _'7�1. Michael C. Fay, ;Vice President - TO REPORT A CLAIM WITH REGARD TO A SURETY BOND, PLEASE SUBMIT A COMPLETE DESCRIPTION OF THE CLAIM INCLUDING THE PRINCIPAL ON THE BOND, THE BOND NUMBER, AND YOUR CONTACT INFORMATION TO: Zurich Surety Claims 1299 Zurich Way Schaumburg, IL 60196-1056 wvvw.reoortsfclaimsO.zurichna com 800-626-4577 23A-21 ZURICII AMERICAN INSURANCE COMPANY COLONIAL AMERICAN CASUALTY AND SURETY COMPANY FIDELITY AND DEPOSIT COMPANY OF MARYLAND POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS: That the ZURICH AMERICAN INSURANCE COMPANY, a corporation of the State of New York, the COLONIAL AMERICAN CASUALTY AND SURETY COMPANY, a corporation of the State of Illinois, and the FIDELITY AND DEPOSIT COMPANY OF MARYLAND a corporation of the State of Illinois (herein collectively called the "Companies"), by Robert A Murray, Vice President, in pursuance of authority granted by Article V, Section 8, of the By -Laws of said Companies, which am set forth on the reverse side hereof and are hereby certified to be in full force and effect on the date hereof, do hereby nominate, constitute, and appoint William SYRIGN, Rebecca HAAS-BATES, Sergio D. BECHARA and Richard ADAII2, all of Irvine, California„ EACH its true and lawful agent and Attomcy-in-Fact, to make, execute, seal and deliver, for, and on its behalf as surety, and as its act and deed: any and all bonds and undertakings, and the execution of such bonds or undertakings in pursuance of these presents, shall be as binding upon said Companies, as fully and amply, to all intents and purposes, as if they had been duly executed and acknowledged by the regularly elected officers of the ZURICH AMERICAN INSURANCE COMPANY at its office in New York, New York., the regularly elected officers of the COLONIAL AMERICAN CASUALTY AND SURETY COMPANY at its office in Owings Mills, Maryland., and the regularly elected officers of the FIDELITY AND DEPOSIT COMPANY OF MARYLAND at its office in Owings Mills, Maryland., in their own proper persons. The said Vice President does hereby certify that the extract set forth on the reverse side hereof is a true copy of Article V, Section 8, of the By -Laws of said Companies, and is now in force. IN WITNESS WHEREOF, the said Vice -President has hereunto subscribed his/her names and affixed the Corporate Seals of the said ZURICH AMERICAN INSURANCE COMPANY, COLONIAL AMERICAN CASUALTY AND SURETY COMPANY, and FIDELITY AND DEPOSIT COMPANY OF MARYLAND, this 296 day of January, A.D. 2019. Pon- - t � �o ATTEST: ZURICH AMERICAN INSURANCE COMPANY COLONIAL AMERICAN CASUALTY AND SURETY COMPANY FIDELITY AND DEPOSIT COMPANY OF MARYLAND By: 261iertD: Murray Vice PLC dent : By: Down E. Brown Secretary State of Maryland County of Baltimore On this 29th day of January, A.D. 2019, before the subscriber, a Notary Public of the State of Maryland, duly commissioned and qualified, Robert D. Murray, Vice President and Dawn E. Brown, Secretary of the Companies, to me personally known to be the individuals and officers described in and who executed the preceding instrument, and acknowledged the execution of same, and being by me duly swom, deposeth and saith, that he/she is the said officer of the Company aforesaid, and that the seals affixed to the preceding instrument arc the Corporate Seals of said Companies, and that the said Corporate Seals and the signature m such officer were duly affixed and subscribed to the said instrument by the authority and direction of the said Corporations. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my Official Seal the day and year first above written. `Ipoudl/,D� Constance A. Dunn, Notary Public My Commission Expires: July 9, 2019 inn„„d 23A-22 CITY OF SANTA ANA PROPOSAL PROJECT NOS.: 19-6921 AND 19-6945 FIRST ST. AND RAITT ST. SLURRY SEAL AND RESURFACING LIST OF SUB -CONTRACTORS Section 4100 et. seq. of the Public Contract Code requires listing of all subcontractors with the bid for all subcontract work exceeding the following amount: o Streets, highways including bridge projects: Y2% of the bid or $10,000, whichever is greater o Buildings, parks, or other projects: %% of the bid Section 1725.5 of the Public Contract Code requires all Subcontractors be registered with the State Department of Industrial Relations (DIR). BIDDER proposes to subcontract certain portions of the work to the firms listed below: Name License DIR Ref Location Phone Type Of Amount Name License DIR Reg License Location Phone Type Of Amount Name License #/Exp. DIR Reg.#/Exp. License # _ Location _ Phone Type Of Work Amount $ Signature of Bidder Edward J. Carlson, vice President Name License DIR Reg Location Phone Type Of Amount Name License DIR Rel License Locatioi Phone Type Of Amount Name License 4/Exp. DIR Reg.#/Exp. License # Location Phone Type Of Work Amount $ P-9 of P-17 23A-23 CITY OF SANTA ANA PROPOSAL PROJECT NOS.: 19-6921 AND 19-6945 FIRST ST. AND RAITT ST. SLURRY SEAL AND RESURFACING REFERENCES The following are the names, addresses, and telephone numbers for THREE public agencies for which the BIDDER has performed similar work within the past three years. 1. County of Los Angeles P.O. Box 7508 Alhambra CA 91802 Name and Address of Owner. Hoda Hassan (626) 458-3144 Name and Telephone Number of person familiar with project. $3 288 999.00 _ Asphalt Paving 1112018 Contract Amount Type of Work Date Completed 2. City of Rolling Hills Estates 4045 Palos Verdes Drive Rolling Hills Estates CA 90274 Name and Address of owner. Scott Gibson (909) 210-0548 - Name and Telephone Number of person familiar with project. $1 203292.50 Asphalt Paving 0912018 Contract Amount Type of Work Date Completed 3. City of Huntington Beach 2000 Main Street Huntington Beach, CA 92648 Name and Address of owner. Jim Escutia (714) 536 5525 Name and Telephone Number of person familiar with project. $2.285,562.00 Asphalt Paving Contract Amount Type of Work 0612018 Date Completed The following are the names, addresses, and telephone numbers of all brokers and sureties from whom BIDDER intends to procure insurance and bonds. Broker Surety: Fidelity and Deposit Company of Maryland 777 S. Figueroa Street #3900 Los Angeles CA 90017- (213) 270-0600 Agent: Owen M. Brown Insurance- Millennium Corporate Solutions- 5530 Trabuco Road Irvine CA 92620- (949) 857-4500 Insurance: Edgewood Partners Insurance Center 3633 Inland Empire Blvd- Suite 640 Ontario CA 91764-1202) 219-7513 P-10 of P-17 23A-24 CITY OF SANTA ANA PROPOSAL PROJECT NOS.: 19-6921 AND 19-6945 FIRST ST. AND RAITT ST. SLURRY SEAL AND RESURFACING ADDITIONAL REFERENCES The following are the names, addresses, and telephone numbers for THREE public agencies for which the BIDDER or Subcontractor has performed similar work in the past five years, 1 • City of Rancho Cucamonga 10500 Civic Center Ddve Rancho Cucamonga, CA 91730 Name and Address of Owner. Romeo David (909) 477-2740 Name and Telephone Number of person familiar with project. $1,130,470.00 Contract Amount Asphalt Paving 0712017 Type of Work Date Completed 2. City of Temecula 41000 Main Street Temecula, CA 92590 Name and Address of owner. William Becerra (9511694-6444 Name and Telephone Number of person familiar with project. $2.577,770.00 Asphalt Paving Contract Amount Type of Work 3, Town of Apple Valley 14955 Dale Evans Parkway Apple Valley, CA 92307 Name and Address of owner. Rich Berger (760) 240-7000 Name and Telephone Number of person familiar with project. $849.182.00 Contract Amount Road Rehabilitation Type of Work 11/2017 Date Completed 11/2017 Date Completed The following are the names, addresses, and telephone numbers of all brokers and sureties from whom BIDDER intends to procure insurance and bonds. Broker Surety: Fidelity and Deposit Company of Maryland 777 S. Figueroa Street #3900 Los Angeles, CA 90017- (213) 270-0600 Agent: Owen M. Brown Insurance- Millennium Corporate Solutions- 5530 Trabuco Road Irvine, CA 92620- (949) 857-4500 Insurance: Edgewood Partners Insurance Center- 3633 Inland Empire Blvd: Suite 640 Ontario, CA 91764- (909) 919.7513 P-1 l of P-17 23A-25 CITY OF SANTA ANA PROPOSAL PROJECT NOS.: 19-6921 AND 19-6945 FIRST ST. AND RAITT ST. SLURRY SEAL AND RESURFACING NON -COLLUSION AFFIDAVIT (Title 23 United States Code Section 112 and Public Contract Code Section 7106) In conformance with Title 23 United States Code Section 112 and Public Contract Code 7106 the BIDDER declares that the bid is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation; that the bid is genuine and not collusive or sham; that the BIDDER has not directly or indirectly induced or solicited any other BIDDER to put in a false or sham bid, and has not directly or indirectly colluded, conspired, connived, or agreed with any BIDDER or anyone else to put in a sham bid, or that anyone shall refrain from bidding; that the BIDDER has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the bid price of the BIDDER or any other BIDDER, or to fix any overhead, profit, or cost element of the bid price, or of that of any other BIDDER, or to secure any advantage against the public body awarding the contract of anyone interested in the proposed contract; that all statements contained in the bid are true; and, further, that the BIDDER has not, directly or indirectly, submitted his or her bid price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, or paid, and will not pay, any fee to any corporation, partnership, company association, organization, bid depository, or to any member or agent thereof to effectuate a collusive or sham bid. Note: The above Non -collusion Affidavit is part of the Proposal. BIDDERS are cautioned that making a false certification may subject the certifier to criminal prosecution. Signed State of California County of Subscribed and sworn to (or , who appeared before me Notary Public Signature 1) before me on this _ day of 20_,'by me on the basis of satisfactory evidence to be the persor'j(s) Plugf, deb khAd GalrPormruJur� P- l2 of P-17 Public Seal 23A-26 CALIFORNIA JURAT GOV CODE § 8202 A notary public or other officer completing this certificate verities only the identity of lire individual who signed the document to %i hich this certificate is attached, and not the uuthfulness, accuracy, or validity of that document. State of California County of Riverside COURTNEY CHAPAS Notary Public - California �tik%re Riverside County z ez' Commission # 2172984 My Comm. Ex ires Nov 20, 2020 Subscribed and sworn to (or affirmed) before me on this 25th day of March, 2019 Date Month By (1) Edward J. Carlson Name of Signer Proved to me on the basis of satisfactory evidence, be the person who appeared before me (.) (,) (2) (And Name of Signer Proved to me on the basis of satisfactory evidence be the person who appeared before me.) Signature 1AA�st" `Y'f ld� Place Notary Seal Above Signa V e of No 5ry Public OPTIONAL Though the information below is not required by law, it may prove valuable to person relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Further Description of Any Attached Document Title or Type of Document: Non -Collusion Affidavit Document Date: 3-25-2019 Number of Pages: 1 Signer(s) Other Than Named Above: None Top of thumb here 23A-27 CITY OF SANTA ANA PROPOSAL PROJECT NOS.: 19-6921 AND 19-6945 FIRST ST. AND RAITT ST. SLURRY SEAL AND RESURFACING NON-DISCRIMINATION CERTIFICATE The undersigned contractor or corporate officer, during the performance of this contract, certifies as follows: 1. The Contractor shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The Contractor shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment without, regard to their race, color, religion, sex, or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. 2. The Contractor shall, in all solicitations or advertisements for employees placed by or on behalf of the Contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin. 3. The Contractor shall send to each labor union or representative of workers with which he/she has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the Contractor's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 4. The Contractor shall comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. 5. The Contractor shall furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his/her books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation, to ascertain compliance with such rules, regulations, and orders. 6. In the event of the Contractor's non-compliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, the contract may be canceled, terminated, or suspended in whole or in part and the Contractor may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Execution Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulations, or order of the Secretary of Labor, or as otherwise provided by law. P-13 of P-17 23A-28 CITY OF SANTA ANA PROPOSAL PROJECT NOS.: 19-6921 AND 19-6945 FIRST ST. AND RAITT ST. SLURRY SEAL AND RESURFACING 7. The Contractor shall include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (7) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontract or purchase order as the administering agency may direct as means of enforcing such provisions, including sanctions for noncompliance; provided, however, that in the event the Contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the administering agency, the Contractor may request that the United States enter into such litigation to protect the interests of the United States. 8. Pursuant to California Labor Code Section 1735, as added by Chapter 643 Stats. 1939, and as amended, no discrimination shall be made in the employment of persons upon public works because of race, religious creed, color, national origin, ancestry, physical handicaps, mental condition, marital status, or sex of such persons, except as provided in Section 1420, and any contractor of public works violating this Section is subject to all the penalties imposed for a violation of the Chapter.. Signed: Title: Edward J. Carlson, Vice President Firm: Alll American Asphalt 3�Date: NW/? P-14 of P-17 23A-29 CITY OF SANTA ANA PROPOSAL PROJECT NOS.: 19-6921 AND 19-6945 FIRST ST. AND RAITT ST. SLURRY SEAL AND RESURFACING STATEMENT REGARDING APPRENTICESHIP REQUIREMENTS The undersigned BIDDER is familiar with the requirements of Section 1777.5 of the State Labor Code regarding employment of apprentices, and understands that contractors on contracts exceeding $30,000 or 20 working days shall: 1. Apply to the joint apprenticeship committee administering the apprenticeship standards of the craft or trade in the area of the site of the public work for a certificate approving the contractor under the apprenticeship standards for the employment and training of apprentices in the area or industry affected. 2. Employ the number of apprentices or the ratio of apprentices to journeymen stipulated in the apprenticeship standards. 3. Contribute to the fund or funds in each craft or trade in which he/she employs journeymen or apprentices on the public work, in the same amount or upon the same basis and in the same manner as the other contractors, except contractors not signatory to the trust agreement shall pay a like amount to the California Apprenticeship Council. Signed: Title: Firm: Date: Edward J. Carlson, Vice President All American Asphalt Num P-15 of P-17 23A-30 CITY OF SANTA ANA PROPOSAL PROJECT NOS.: 19-6921 AND 19-6945 FIRST ST. AND RAITT ST. SLURRY SEAL AND RESURFACING STATEMENT REGARDING "ANTI -KICKBACK" REQUIREMENTS The undersigned is submitting this proposal for performing by contract the work required by these bid documents, agrees to comply with the Copeland "Anti -Kickback" Act (18 USC 74) as supplemented in the Department of Labor regulations (29 CFR, Part 3). This act provides that each contractor or subcontractor shall be prohibited from inducing, by any means, any person employed in the construction or repair of public work, to give up any part of the compensation to which he/she is otherwise entitled. Signed: - Title: Edward J. Carlson. Vice President Firm: All American Asphalt Date: 8I�UgUIl P-16 of P-17 23A-31 CITY OF SANTA ANA PROPOSAL PROJECT NOS.: 19-6921 AND 19-6945 FIRST ST. AND RAM ST. SLURRY SEAL AND RESURFACING PUBLIC CONTRACT CODE SECTION I0 1_62 QUESTIONNAIRE In conformance with Public Contract Code Section 10162, the BIDDER shall complete, under penalty of perjury, the following questionnaire: Has the BIDDER, any officer of the BIDDER, or any employee of the BIDDER who has a proprietary interest in the BIDDER, ever been disqualified, removed, or otherwise prevented from bidding on, or completing a federal, state, or local government project because of a violation of law or a safety regulation? Yes No V If the answer is yes, explain the circumstances in the following space NIA P-17 of P-17 23A-32 CITY OF SANTA ANA EXHIBIT 3 CONSTRUCTION CONTRACT PROJECT NOS. 19-6921 AND 19-6945 1ST STREET AND RAITT STREET SLURRY SEAL AND RESURFACING This CONSTRUCTION CONTRACT is made and entered into this 71h day of May, 2019 by and between the City of Santa Ana, California, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "CITY"), and All American Asphalt (hereinafter "CONTRACTOR"). WITNESSETH: The CITY and the CONTRACTOR, for the consideration hereinafter named, mutually agree as follows: 1. CONTRACTOR agrees to perform all the work and furnish all the materials at its own cost and expense necessary to construct and complete in a good and workmanlike manner and to the satisfaction of the City Engineer of the CITY, the I't Street and Raitt 'Street Slurry Seal and Resurfacing Project (hereinafter referred to as the "WORK OF IMPROVEMENT") identified in and in accordance with the Contract Documents prepared by the City's Public Works Agency and approved by the City Council. 2. The complete Construction Contract consists of the "Contract Documents" as defined by the Standard Specifications for Public Works Construction and which include the following: • Notice Inviting Bids • Information to Bidders • Bid Proposal • Bid Bond • Contract Form • Contract Bonds • General Provisions • Special Provisions • Technical Provisions and Project Plans • Community Workforce Agreement • Appendices In case of conflict between the Contract Documents, the precedence of documents shall be as established in the Standard Specifications for Public Works Construction. 3. CITY agrees to pay and CONTRACTOR agrees to accept in full payment to complete the WORK OF IMPROVEMENT the sum total amount not to exceed Seven Hundred Thirty -Nine Thousand Five Hundred Ninety -Six Dollars and No Cents ($739,596:00), as set forth and identified in the BID PROPOSAL, which is attached hereto and incorporated herein as Exhibit "A." The BID PROPOSAL contains a schedule of unit price(s) or lump sum(s) based on approximate quantities only, and the City does not expressly or by implication agree that the actual amount of work will correspond therewith, but reserves the right to increase or decrease the amount of any class or portion of the work or to omit portions of the work as may be deemed necessary or advisable. rev. 09/01/2017 23A-33 Page I of 3 4. CONTRACTOR agrees to complete the WORK OF IMPROVEMENT within the time specified in the Time for Completion of Improvements section of the BID PROPOSAL (Exhibit "A") including commencing construction within the timeframe therein specified after issuance of a Notice to Proceed. 5. The CONTRACTOR will pay, and will require all subcontractors to pay, all employees on the WORK OF IMPROVEMENT a salary or wage at least equal to the prevailing salary or wage established for such work as set forth in the waee determinations for this work in accordance with applicable State and Federal law. 6. If applicable, the CONTRACTOR shall adhere to the CITY'S Community Workforce Agreement (CWA), a pre -hire collective bargaining agreement, which establishes the labor relations policies and procedures for CONTRACTOR to follow in the crafts persons employed to complete the WORK OF IMPROVEMENT as more fully described in the CWA. The CWA may be found on the City's website at: htip://www.santa-ana.org/pwa/documents/CWA.t)d CONTRACTOR shall, after award of this Contract, famish two bonds to be approved by the CITY, one in the amount of One Hundred Percent (100%) of the Contract price, to guarantee the faithful performance of the work (Performance Bond), and one in the amount of One Hundred Percent (100%) of the Contract price to guarantee payment of all claims for labor and materials furnished (Payment Bond). This Contract shall not become effective until such bonds are supplied to and approved by the CITY. 8. CONTRACTOR shall, prior to the release of the performance and payment bonds or the retention payment, furnish a warranty performance and payment bond (Warranty Bond). Said Warranty Bond shall also be required as a condition of project acceptance. For projects up to Five Hundred Thousand Dollars ($500,000), the Warranty Bond amount shall be the greater of Ten Thousand Dollars ($10,000) or Twenty Percent (20%) of the final contract price. For projects above Five Hundred Thousand Dollars ($500,000), the Warranty Bond amount shall be the greater of One Hundred Thousand Dollars ($100,000) or Ten Percent (10%) of the final contract price. 9. CONTRACTOR shall, after award of this Contract, furnish Certificates of Liability Insurance and Worker's Compensation Insurance as outlined in the General Provisions, to be approved by the CITY. 23A-34 Page 2 of 3 IN WITNESS WHEREOF, the parties hereto have executed this Construction Contract on the day and year first above written. ATTEST: NORMA MITRE-RAMIREZ Acting Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: 71G. T�L J FUNK Assistant City Attorney RECOMMENDED FOR APPROVAL: FUAD SWEISS, PE, PLS Executive Director Public Works Agency CITY OF SANTA ANA KRISTINE RIDGE City Manager CONTRACTOR: All American Asphalt NAME: TITLE: 23A-35 Page 3 of 3 23A-36 COST ANALYSIS CONSTRUCTION OF PROJECT NO. 19-6921 AND 19-6945: 1ST STREET AND RAITT STREET SLURRY SEAL AND RESURFACING Construction Contract $ 739,596.00 Contract Administration $ 47,445.00 Inspection and Testing $ 50,000.00 Contingencies $ '7.3,959:00 TOTAL ESTIMATED CONSTRUCTION COSTS is 911;000.00 EXHIBIT 4 23A-37 23A-38 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MAY 7, 2019 TITLE: APPROVE A SUBORDINATION AGREEMENT WITH THE STATE OF CALIFORNIA DEPARTMENT OF HOUSING AND COMMUNITY DEVELOPMENT FOR THE DEPOT AT SANTIAGO (STRATEGIC PLAN NO. 4, 5) CITY 9AAAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 161 Reading ❑ Ordinance on 2ntl Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Authorize the City Manager and Clerk of the Council to execute a Subordination Agreement with the State of California Department of Housing and Community Development, for the City's $3,000,000 Loan Agreement with Depot at Santiago L.P., subject to non -substantive changes approved by the City Manager and City Attorney. DISCUSSION When an affordable housing developer builds a large multi -family affordable housing project, they require various sources of financing to complete the project. In all cases when the City provides funding for the project, a private market senior lender will require the City to subordinate our smaller loan to their larger senior loan in order for the senior lender to provide their financing. In some cases, where there is another government lender like the County of Orange or the State of California, the other government lender will require the City to subordinate our smaller loan to their larger senior loan in order for that government lender to provide their source of financing. For the purposes of this action being recommended to City Council, the State of California as a senior lender is requesting the City to subordinate our $3,000,000 loan to their larger senior loan and grant of $5,925,000. Specifically, the Depot at Santiago ("Depot) is located at 923 N. Santiago Street directly across the street from the Santa Ana Regional Transportation Center, on 1.47 acres of land. The project was developed by C&C Development and Orange Housing Development Corporation and completed in June 2018. The Depot is a mixed -use affordable housing development comprised of 70 affordable multifamily rental units, with 15 one -bedroom units, 24 two -bedroom units, and 31 three -bedroom units. The one -bedroom units range in size from 617-764 SF; the two -bedroom units range from 925-1,024 SF; and the three -bedroom units range in size from 1,098-1,225 SF. The Depot has large units to accommodate large families to meet the City's affordable housing 25A-1 Subordination Agreement for the Depot at Santiago May 7, 2019 Page 2 needs and goals. The Depot includes approximately 9,317 SF of retail space, 3,431 SF of community room space, and a 1,037 SF laundry room. A community center with social services is operated by the Wooden Floor. As of March 2019, the Depot is currently 100% fully occupied and there are 1,250 applicants on the Waiting List. Following a competitive Request for Proposals process, on May 20, 2013, the City Council authorized the City Manager and Clerk of the Council to execute a loan agreement with the Depot at Santiago L.P. in the amount of $3,000,000, including $2,634,566 from the Community Development Block Grant (CDBG) Program and $365,434 from the HOME Investment Partnerships (HOME) Program. The City Council also approved an agreement for eight (8) project -based vouchers. C&C Development and Orange Housing Development Corporation used this initial funding to apply for various other sources of other financing to develop the Depot including but not limited to an Infill Infrastructure Grant (IIG) and an Affordable Housing and Sustainable Communities (AHSC) grant and loan from the State of California Department of Housing and Community Development (HCD). The sources for the Depot are provided below: Construction Sources Bank of America $24,636,448 Mental Health Services Act (MHSA) $ 1,265,320 City of Santa Ana CDBG Loan $ 2,634,566 City of Santa Ana HOME Loan $ 365,434 Infill Infrastructure Grant $ 2,000,000 AHSC - Grant $ 3,500,000 National Equity Fund $ 750,000 General Partner Equity $ 100 Developer Fee Deferred Until Completion $ 1,482,529 Deferred Developer Fee $ 302,471 Other Costs Deferred Until Completion $ 307,502 $37,244,370 Permanent CA Community Reinvestment Corporation $ 6,420,000 AHSC — Loan $ 425,000 MHSA $ 1,265,320 City of Santa Ana CDBG Loan $ 2,634,566 City of Santa Ana HOME Loan $ 365,434 Deferred Developer Fee $ 302,471 Infill Infrastructure Grant $ 2,000,000 AHSC Grant $ 3,500,000 General Partner Equity $ 100 National Equity Fund $20,331,479 $37,244,370 Under HCD's Uniform Multifamily Regulations Section 8315(b)(2) (as follows), HCD will not subordinate to liens of local governments unless the local government's assistance to the project is more than twice the amount of the HCD assistance to the project: 25A-2 Subordination Agreement for the Depot at Santiago May 7, 2019 Page 3 (b) The Department's lien(s) shall not be subordinated to the liens of a local governmental entity unless either: (1) the total local governmental assistance to the Project is more than twice the amount of the Department's total assistance to the Project (including both loans and grants) In this case, the total HCD assistance to the Depot is $5,925,000 (including both the IIG and AHSC grant and loan funds), while the City's loan is $3,000,000. Regarding the subordination, HCD's policy is to include the total amount of HCD's financial assistance in the project when determining whether a locality has at least twice as much money invested in the project and thus permitting them to take a senior position. The amount of financial assistance includes both loans and grants. In this case, while the HCD loan is only $425,000, there was also an additional $5,500,000 in grant funds invested in the project. As a result, the total amount of HCD financial assistance is $5,925,000, which is why HCD is requesting to be senior to the City's loan. HCD is not making the distinction between construction and permanent financing when considering all of HCD's assistance to the project. Accordingly, HCD is requesting the City to subordinate to HCD's $425,000 AHSC Permanent Loan. In regards to the timing, HCD was not in a position to fund their AHSC Permanent Loan of $425,000 at the time of the conversion from the construction to the permanent loan. Therefore, the request to subordinate the AHSC Permanent Loan is occurring now. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal # 4 Fiscal Sustainability, Objective # 1 (maintain a stable, efficient and transparent financial environment) and Goal # 5 - Community Health, Livability, Engagement & Sustainability, Objective # 3 (Facilitate diverse housing opportunities and support efforts to preserve and improve the livability of Santa Ana neighborhoods). FISCAL IMPACT The developer assumed at the start of the financial closing of the project that the City's loan would have to be subordinate to the $425,000 Permanent Loan from the State of California Department of Housing and Community Development (HCD) in order for HCD to provide their financing. Therefore, there is no anticipated impact to the residual receipt repayment schedule of the City's loan over the 55-year repayment period. &V--� Steven A. Mendoza Executive Director Community Development Agency Exhibit: 1. Subordination Agreement with HCD 25A-3 25A-4 FREE RECORDING IN ACCORDANCE WITH CALIFORNIA GOVERNMENT CODE SECTION 27383 and 27388.1. RECORDING REQUESTED BY, AND WHEN RECORDED, MAIL TO: i State,of California - Department of -Housing and Community Development P. O. Box 952052 Sacramento, CA 94252-2052 Attn: Legal Affairs Division Affordable Housing and Sustainable Communities (AHSC) Program 14-ASHC-10478 SUBORDINATION AGREEMENT NOTICE: THIS SUBORDINATION AGREEMENT RESULTS IN YOUR SECURITY INTEREST. IN THE PROPERTY BECOMING SUBJECT TO AND OF LOWER PRIORITY THAN THE LIEN OF SOME OTHER OR LATER SECURITY INSTRUMENT. THIS SUBORDINATION AGREEMENT (the "Agreement") is dated as of February 15, 20191 for reference purposes only, and is entered into by and among The City, of Santa Ana, a Charter City and Municipal Corporation, (the °Junior Lienholder") and_Depot.at Santiago, L.P:, a-Califomia limited partnership (the "Borrower"), and the Department.of Housing and Community'Development, a public agency of the State -of Califomia (the "Senior Lender"). 'RECITALS A. Borrower is the owner of the fee simple interest in that real property described in Exhibit A attached hereto and made a part hereof (the "Property"). The Borrower has acquired and constructed a 70-unit multifamily residential rental development on the Property (the "Improvements"). The Property and the Improvements are sometimes referred to collectively as the "Development , B. The Junior Lienholder has made a loan to the Borrower in the principal sum of Three Million and no/100 Dollars ($3,000,000.00) (the "Junior Lienholder Loan"). The Junior Lienholder Loan is evidenced by a certain promissory note (the "Junior Lienholder Note"), secured by a certain deed of trust (the; "Junior Lienholder Deed of Trust's recorded on August 9, 201'3, as Instrument No. 2013000476764 in the Official ,Records of Orange County, California (the "Official Records"). The Junior Lienholder and Borrowei modified the Junior Lienholder Deed of Trust and. entered Into the City Loan Modification Agreement (the "Junior AHSO Subord. AgrmL I Page 1 of 10 (NOFA— 01r"1 B) Rev: 11/0W01 B Prep: ON05M= (city of Santa Ana Liens) Day:' Depot at Santiago 'Loan No.:14-AHSCA 0478 25w -5 Lienholder Modified Deed of Trust") recorded on March 16, 2016, as Instrument No. 2016000109370 in the Official Records. The Junior Lienholder and Borrower subsequently entered into that certain Substitution of Trustee and Deed of Partial Reconveyance (the "Junior Lienholder Deed of Reconveyance") recorded on October 30, 2018, as Instrument No. 2018000393452 in the Official Records. The Junior Lienholder and Borrower have also entered in that certain Loan Agreement Home Program/CDBG Funds (the "Junior Lienholder Loan Agreement") recorded on August 9, 2013, as Instrument No. 2013000476765 in the Official Records, as amended by that certain Amendment to Loan Agreement (the "Junior Lienholder Amended Loan Agreement") recorded on June 27, 2014, as Instrument No. 2014000255562 in the Official Records, and as further amended by that certain City Loan Agreement Modification (the "Junior Lienholder Modified Loan Agreement") recorded on March 16, 2016, as Instrument No. 2016000109370 in the Official Records. The Junior Lienholder and Borrower have also entered into that certain Partial Release and Termination of City of Santa Ana Loan Agreement and Affordability Restrictions (the "Junior Lienholder Partial Release and Termination') recorded on October30, 2018, as Instrument No. 2018000393451 in the Official Records. The Junior Lienholder and Borrower have also entered into that certain Affordability Restrictions of Transfer of Property (the "Junior Lienholder Affordability Restrictions") recorded on August 9, 2013, as Instrument No. 2013000476766 in the Official Records, as amended by that certain Amendment to Affordability Restrictions of Transfer of Property (the "Junior Lienholder Amended Affordability Restrictions") recorded on June 27, 2014, as Instrument No. 2014000255563 in the Official Records, and as further amended by the Junior Lienholder Modified Loan Agreement. The Junior Lienholder Deed of Trust, the Junior Lienholder Modified Deed of Trust, the Junior Lienholder Deed of Reconveyance, the Junior Lienholder Loan Agreement, the Junior Lienholder Amended Loan Agreement, the Junior Lienholder Modified Loan. Agreement, the Junior Lienholder Partial Release and Termination, the Junior Lienholder Affordability Restrictions, the Junior Lienholder Amended Affordability Restrictions and all other documents evidencing or securing the Junior Lienholder Liens are collectively referred to herein as the "Junior Lienholder Documents." C. In order to finance the development of the Improvements, the Senior Lender has agreed to loan the Borrower a sum not to exceed Four Hundred Twenty Five Thousand and no/100 Dollars ($425,000.00) (the "AHSC Loan"), subject to the terms and conditions of: (i) a regulatory agreement restricting the use and occupancy of the Development and the Income derived therefrom which shall be dated as of even date herewith and recorded concurrently herewith as an encumbrance on the Property in the Official Records (the "AHSC Regulatory Agreement"), and (ii) other loan documents. The AHSC Loan will be evidenced by a promissory note (the "AHSC Note"), the repayment of which will be secured by, among other things, a deed of trust by Borrower as trustor, to Senior Lender as beneficiary recorded concurrently herewith as an encumbrance on the Property in the Official Records (the "AHSC Deed of Trust") and by such other security as is identified in other loan documents. AHSC subord. Agrnnt. Page 2 of 10 (NOFA— 01/30/15) Rev: 11/08/2010 Prep: 02/05/2019 (City of Santa Ana Liens) Dev: Depot at Santiago Loan No.: 14-AHSC-10478 D. The Senior Lender is willing to make the AHSC Loan provided the AHSC Deed of Trust and the AHSC Regulatory Agreement are liens, claims or charges upon the Development prior and superior to the Junior Lienholder Documents, and provided that the Junior 'Lienholder specifically and unconditionally subordinates and subjects the Junior Lienholder Documents to the liens, claims or chargesof the AHSC Deed of Trust and the AHSC Regulatory Agreement. AGREEMENT NOW, THEREFORE, in consideration of the mutual benefits accruing to the parties hereto and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and in order to induce the Senior Lender to make its AHSC Loan, it is hereby declared, understood and agreed as follows: 1. The AHSC Regulatory Agreement and the AHSC Deed of Trust securing the AHSC Note in favor of the Senior Lender, and any and all renewals, modifications, extensions or advances thereunder or secured thereby (including interest thereon) shall unconditionally be and remain at all times liens, claims, or charges on the Development prior and superior to the Junior Lienholder Documents, and to all rights and privileges of the Junior Lienholder thereunder; and the Junior Lienholder Documents, together with all rights and privileges of the Junior Lienholder thereunder are hereby irrevocably and unconditionally subject and made subordinate to the liens, claims or charges of the AHSC Deed of Trust and the AHSC Regulatory Agreement. 2. This Agreement shall be the whole and only agreement with regard to the subordination of the Junior Lienholder Documents, together with all rights and privileges of the Junior Lienholder thereunder, to the liens, claims or charges of the AHSC Deed of Trust and the AHSC Regulatory Agreement, and this Agreement shall supersede and cancel any prior agreements to subordinate the claims, liens or charges of, but only insofar as would affect the priority between the claims, liens or charges of the Junior Lienholder Documents to the AHSC Deed of Trust and the AHSC Regulatory Agreement including, but not limited to, those provisions, if any, contained in the Junior Lienholder Documents, which provide for the subordination of the lien or charge thereof to another lien or charge on the Property or the Improvements. This agreement shall not limit, waive, modify or replace the requirement that the Senior Lienholder comply with IRC Section 42(h)(6)(E)(11) as stated in the AHSC Regulatory Agreement. 3. The Junior Lienholder declares, agrees and acknowledges that: (a) The Junior Lienholder consents and approves (1) all provisions of the AHSC Note, the AHSC Deed of Trust and the AHSC Regulatory Agreement, and (ii) all agreements among the Junior Lienholder, Borrower and Senior Lender for the disbursement of the proceeds of the AHSC Loan, including without limitation any loan escrow agreements which have been provided to the Junior Lienholder for review; AHSC subord. Agrmt. Page 3 of 10 (NOFA-01/30/15) Rev: 11/08/2018 Prep: 02/05/2019 (City of Santa Ana Uens) Dow Depot at Santiago Loan No.: 14•AHSC•10478 25A_7 (b) The Senior Lender, in making disbursements of the AHSC Loan pursuant to the AHSC Note or any other agreement, is under no obligation or duty to, nor has the Senior Lender represented that it will, see to the application of such proceeds by the person or persons to whom the Senior Lender disburses such proceeds, and any application or use of such proceeds for purposes other than those provided for in such agreement or agreements shall not defeat the subordination herein made in whole or in part; (c) That none of the execution, delivery or recordation of any of the AHSC Note, AHSC Deed of Trust, or AHSC Regulatory Agreement, or the performance of any provision, condition, covenant or other term thereof, will conflict with or result in a breach of the Junior Lienholder Documents or the Junior Lienholder Note; and (d) The Junior Lienholder intentionally and unconditionally waives, relinquishes, subjects and subordinates the claims, liens or charges upon the Development of the Junior Lienholder Documents, all present and future indebtedness and obligations secured thereby, in favor of the claims, liens or charges upon the Development of the AHSC Deed of Trust and the AHSC Regulatory Agreement, and understands that in reliance upon, and in consideration of, this waiver, relinquishment, subjection, and subordination, the AHSC Loan and advances thereof are being and will be made and, as part and parcel thereof, specific monetary and other obligations are being and will be entered into which would not be made or entered into but for said reliance upon this waiver, relinquishment, subjection and subordination. 4. Senior Lender hereby agrees, but only as a separate and independent covenant of the Senior Lender and not as a condition to the continued effectiveness of the covenants and agreements of the Borrower and the Junior Lienholder as set forth herein, as follows: (a) Following a notice from the Senior Lender to the Borrower that a default or breach exists under the terms of the Senior Lender Documents and each of them, the Senior Lender shall promptly (but in no event later than the following business day) send a copy of such notice to the Junior Lienholder and the Junior Lienholder shall have the right, but not the obligation, to cure the default as follows: (i) If the default is reasonably capable of being cured within thirty (30) days, as determined by the Senior Lender in its sole discretion, the Junior Lienholder shall have such period to effect a cure prior to exercise of remedies by Senior Lender under the Senior Lender Documents, or such longer period of time as may be specified in the Senior Lender Documents. (ii) If the default is such that it is not reasonably capable of being cured within thirty (30) days, as determined by the "Senior Lender in its sole discretion, or such longer period if so specified, and if the Junior Lienholder (a) initiates corrective action within said period, and (b) AHSC subord. Agrmt. Page 4 of 10 (NOFA- 01/30115) Hew 11/08/2018 Prep: 02/05/2019 (City of Santa Ana Llens) Dec. Depot at Santiago Loan No: 14-AHSC-10478 P%tAMOO] diligently, continually, and in good faith works to effect a cure as soon as possible, then the Junior Lienholder shall have such additional time as is determined by the Senior Lender, in its sole discretion, to be reasonably necessary to cure the default prior to exercise of any remedies by Senior Lender. In no event shall Senior Lender be precluded from exercising remedies if its security becomes or is about to become materially jeopardized by any failure to cure a default or the default is not cured within ninety (90) days after the first notice of default is given, or such longer period of time as may be specified in the Senior Lender Documents. Nothing in this subparagraph (a) is intended to modify any covenant, term or condition contained in the Senior Lender Documents, including, without limitation, the covenant against creating or recording any liens or encumbrances against the Property without the prior written approval of the Senior Lender. (b) The provisions of this paragraph 4 are intended to supplement, and not to limit, waive, modify or replace, those provisions of law pertaining to notice and cure rights of junior lenders including, without limitation, those set forth in California Civil Code sections 2924b and 2924c. 5. The Senior Lender would not make the AHSC Loan without this Agreement. 6. This Agreement shall be binding on and inure to the benefit of the legal representatives, heirs, successors and assigns of the parties. 7. This Agreement shall be governed by and construed in accordance with the laws of the State of California. B. In the event that any party to this Agreement brings an action to interpret or enforce its rights under this Agreement, the prevailing party in such action shall be entitled to recover its costs and reasonable attorneys' fees as awarded by the court in such action. 9. This Agreement may be signed by different parties hereto in counterparts with the same effect as if the signatures to each counterpart were upon a single instrument. All counterparts shall be deemed an original of this Agreement. [Signatures follow on page 5 of this Subordination Agreement. The remainder of this page is intentionally left blank.] AHSC subord. Agrrnt. Page 5 of 10 (NOFA— 01/30/15) Raw 11/08/2016 Prep: D2/05/2019 (City of Santa Ana Liens) Dew Depot at SanBago Loan No.: 14AHSO-10478 2 5A-9 NOTICE: THIS SUBORDINATION AGREEMENT CONTAINS A PROVISION WHICH ALLOWS THE PERSON (OR ENTITY) OBLIGATED ON YOUR REAL PROPERTY SECURITY TO OBTAIN A LOAN A PORTION OF WHICH MAY BE EXPENDED FOR OTHER PURPOSES THAN IMPROVEMENT OF THE LAND. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first set forth above and agree to be bound hereby: JUNIOR LIENHOLDER: Norma Mitre Acting Clerk of the Council APPROVED AS TO FORM Sonia R. Carvalho City,,Atproey) M Attorney RECOMMENDED FOR APPROVAL Steven A. Mendoza Executive Director Community Development Agency ATTEST: CITY OF SANTA ANA Kristine Ridge City Manager [Signatures must be acknowledged.] [Signatures follow on page 6 of this Subordination Agreement. The remainder of this page is intentionally left blank.] AHSC Subord. Agnnt. (NOFA— 01130/15) Rev: 1110812018 Prep: 02/05/2019 (City of Santa Ana Liens) 10761,578W at Santiago Loan No.: 14-AHSC-10478 2 5A- 1 0 Page 6 of 10 BORROWER: Depot at Santiago, L.P., a California limited partnership By: OHDC Depot, LLC, a California limited liability company Its: Managing General Partner By: Orange Housing Development Corporation, a California nonprofit public benefit corporation Its: Sole Member By: Eunice Bobert Chief Executive Officer By: C&C Depot, LLC, a California limited liability company Its: Administrative General Partner By: C&C Development Co., LLC, a California limited liability company Its: Sole Member By: Todd R..Cottle, Trustee of the 2007 Todd R. Cottle and Jennifer N. Cottle Revocable Trust Member / and By: 1 Bar . Cottle, Trustee of The Cottle Family Trust Dated 3/8/1987 Member [Signatures must be acknowledged.] [Signatures follow on page 7 of this Subordination Agreement. The remainder of this page is intentionally left blank.] AHSC Subord. Agrrnt. Page 7 of 10 (NOFA— 01130115) Rev: 11/08/2018 Prep: 02105/2019 (City of Santa Ana Liens) Dev: Depot at Santiago Loan No.: 14-AHSC-10478 25A-11 SENIOR LENDER: The Department of Housing and Community Development, a public agency of the State of California By: John Lemert, Closings Manager [Signatures must be acknowledged.] [The remainder of this page is intentionally left blank.] AHSC Subord. Agrmt. Page 8 of 10 (NOFA— 01/30/15) Rev: 11/08/2018 Prep: 02105/2019 (City of Santa Ana Liens) Dew Depotat Santiago Loan No.: 14-AHSC-10475 25A-12 EXHIBIT A LEGAL DESCRIPTION OF THE PROPERTY THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE COUNTY OF ORANGE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: PARCEL A: PARCEL 1 OF PARCEL MAP NO.2013-170, IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN ON A MAP FILE IN BOOK 390, PAGES 1 THROUGH 6 INCLUSIVE, OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPTING AND RESERVING FROM BLOCK 52 UNTO SOUTHERN PACIFIC RAILROAD COMPANY, A CORPORATION, THEIR SUCCESSORS AND ASSIGNS, ALL PETROLEUM, OIL, NATURAL GAS AND PRODUCTS DERIVED THEREFROM WITHIN OR UNDERLYING SAID LAND, OR THAT MAY BE PRODUCED THEREFROM AND ALL RIGHTS THERETO; PROVIDED, HOWEVER, THAT SAID SOUTHERN PACIFIC RAILROAD COMPANY, A CORPORATION, THEIR SUCCESSORS AND ASSIGNS, SHALL NOT USE THE SURFACE OF SAID LAND IN THE EXERCISE OF ANY OF SAID RIGHTS, BUT SHALL HAVE THE RIGHT TO ENTER INTO AND USE THE SUB- SURFACE OF SAID LAND BY LATERAL OR SLANT DRILLING AND BORING FOR SUCH PURPOSES; PROVIDED, FURTHER, THAT IN SO DOING SAID SOUTHERN PACIFIC RAILROAD COMPANY, A CORPORATION, THEIR SUCCESSORS OR ASSIGNS, SHALL NOT DISTURB THE SURFACE OF SAID LAND, OR ANY IMPROVEMENTS THEREON,' OR REMOVE OR IMPAIR THE LATERAL OR SUBJECT SUPPORT OF SAID LAND, OR ANY IMPROVEMENT THEREON, BY DEED RECORDED JULY 14, 1945 IN BOOK 1326 PAGE 24 OF OFFICIAL RECORDS OF ORANGE COUNTY, CALIFORNIA. AND FURTHER EXCEPTING THEREFROM THOSE CERTAIN EASEMENTS BURDENING THE ABOVE REFERENCED REAL PROPERTY THAT WERE GRANTED PURSUANT TO THAT CERTAIN DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS PROVIDING FOR RECIPROCAL EASEMENTS, JOINT USE AND MAINTENANCE DATED AS OF NOVEMBER 1, 2016, AND RECORDED ON FEBRUARY 28, 2017, IN THE OFFICIAL RECORDS OF ORANGE COUNTY, CALIFORNIA AS INSTRUMENT NO. 2017000082831. PARCEL B: THOSE CERTAIN EASEMENTS BENEFITTING THE ABOVE REFERENCED REAL PROPERTY THAT WERE GRANTED PURSUANT TO THAT CERTAIN DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS PROVIDING FOR RECIPROCAL AHSC Sabord. Agrmt. Page 9 of 10 (NOFA-01 30/15) Rev: 11/08/2018 Prep: 02/05/2019 (City' o1 Santa Ana Liens) Dew Depotat SanBago Loan No.: 14-AHSC-10478 2 5A-13 EASEMENTS, JOINT USE AND MAINTENANCE DATED AS OF NOVEMBER 1, 2016, AND RECORDED ON FEBRUARY 28, 2017, IN THE OFFICIAL RECORDS OF ORANGE COUNTY, CALIFORNIA AS INSTRUMENT NO. 2017000082831. APN: 398-202-12 AHSC Subord. Agrmt. Page 10 of 10 (NOFA— 01/30/15) Rev: 11/08/2018 Prep: 02/05/2019 (City of Santa Ana Liens) Dev: Depotat SanBago Loan No.: 14-AHSC-1 D478 25A-14 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MAY 07, 2019 TITLE: APPROVE SECOND AMENDMENT TO THE AGREEMENT WITH ALLIED UNIVERSAL SECURITY SERVICES FOR UNARMED SECURITY GUARD SERVICES AND INCREASE CONTRACT AMOUNT BY $53,428 TO PROVIDE SERVICES AT THE SANTA ANA WORK CENTER {STRATEGIC PLAN NO. 6, 1C} CITY 6ANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: ❑ As Recommended ❑ As Amended ❑ Ordinance on 1sl Reading ❑ Ordinance on 2"d Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO Authorize the City Manager and Clerk of the Council to execute a second amendment to the agreement with Allied Universal Security Services to increase the contractual amount by a total of $53,428 not to exceed a total annual compensation of $1,225,215 to perform unarmed security guard services at various City locations, for a three-year period beginning June 1, 2017, and expiring May 31, 2020, subject to non -substantive changes approved by the City Manager and City Attorney. DISCUSSION The Santa Ana WORK Center (SAWC) provides job search assistance and career counseling resources to the public and is in need of security guard services. Job seekers make use of a public computer lab, workshops and job fairs. Attendance averages about 150 visits per day, with significant increases when job fairs are hosted. Security guard services are needed to assist in the enforcement of SAWC Center code of conduct, policies and procedures, ensure that patrons are directed to appropriate areas as needed during public events, and deter any acts that interfere or disrupt SAWC activities. To provide security guard services at the SAWC, staff recommends amending the City's current Agreement to Provide Security Guard Services with U.S. Security Associates that was procured through a formal and competitive Request for Proposal process. On May 16, 2017, City Council entered into an agreement with U.S. Security Associates in the amount of $1,154,532 to provide unarmed security guard services for various City facilities through May 31, 2020. A First Amendment was approved by City Council on December 19, 2017 to increase the existing contract contingency fee by $17,255 to provide temporary security services at an additional site. 25B-1 Agreement Amendment with Allied Universal Security Services May 7, 2019 Page 2 The City locations currently covered by the agreement include: City Hall Santa Ana Regional Transportation Center Ross Annex Corridor to Su erblock Santa Ana Police Department Santa Ana Public Library Santa Ana Zoo at Prentice Park OC Courthouse Library Parking Structure Santa Ana Court Yard Santa Ana Senior Center Centennial Park Newho a Branch Library 625 S. Cypress Avenue Staff recommends increasing the contingency by $53,428 to expand the scope of services to include the SAWC. Additionally, the amendment would reflect the change of the contractor's name to Universal Protection Services, LP, dba Allied Universal Security Services due to the Allied Universal Security Associates purchase and merger with U. S. Security Associates in October, 2018. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #6 Community Facilities & Infrastructure, Objective #1 (Establish and maintain a Community Investment Plan for all City assets), Strategy C (Invest resources and technology to extend the service life of existing infrastructure to protect the City's investment and support a high quality of life standard). FISCAL IMPACT Under the Workforce Innovation and Opportunity Act (WIOA), local workforce boards, with the agreement of the local elected body, are responsible for developing a Memorandum of Understanding (MOU) with each of the America's Jobs Center of California (AJCC) partners to identify shared services, resources, and share in the operational costs of the WORK Center. The City, as the lead agency, entered into the master lease agreement for the office space at 801 W. Civic Center Drive on October 3, 2017. Additionally, in FY 2017-18, the WORK Center paid all the initial infrastructure costs necessary to prepare the new center for occupancy. This second amendment will provide security guard services to this location for approximately thirteen months in an amount not to exceed $53,428. The WORK Center will pay Allied Universal Security Services directly and the AJCC partner organizations will provide reimbursements for their share of the cost. The FY 2018-19 amount of $7,451 is budgeted and available in the Workforce Innovation Opportunity Act (WIOA) grant, Contract Services account (no. 12318751-62300). Funds for future fiscal years will be included in each respective fiscal year budget to be approved by City Council on an annual basis. Account Account Description FY 18-19 FY 19-20 Total 12318751-62300 Contract Services $ 7,451 $ 45,977 $ 53,428 25B-2 Agreement Amendment with Allied Universal Security Services May 7, 2019 Page 3 The table below reflects the estimated reimbursement amounts for the security guard costs from the County of Orange Social Services Agency (SSA), SER — Jobs for Progress, Inc. (SER), State of California Department of Rehabilitation (DOR), State of California Employment Development Department (EDD) and the Santa Ana Housing Authority (HA) for the duration of the amended agreement. The partner organizations will be invoiced for their share of the AJCC monthly security guard costs and the funds will be deposited upon receipt into the WIOA grant, Contract Services account (no. 12318751-62300). Organization Percentage FY 18-19 FY 19-20 Total EDD 43.58% $ 3,247 $ 20,037 $ 23,284 SSA 6.17% 258 2,837 3,095 DOR 1.13% 84 520 604 SER 2.27% 169 1,042 1,211 HA 1.13% 84 520 604 Total 54.28% $ 3,842 $ 24,956 $ 28,798 Funds in the amount of $84 for the Housing Authority's share of the monthly security costs for expenditure in FY 2018-19 are available in the following Housing Authority Voucher Admin account, and funds for future fiscal years will be included in each respective fiscal year budget to be approved on an annual basis: Account Account Description FY 18-19 FY 19-20 Total 14018760-62300 Contract Services $ 84 $ 520 $604 The amounts may be subject to change upon execution of amendments to the Memorandum of Understanding with the partners. Steven A. Mendoza Executive Director Community Development Agency Exhibit: 1. Second Amendment APPROVED AS TO FUNDS AND ACCOUNT: Kathryn Do�PA Executive Director Finance and Management Services Agency 25B-3 25B-4 EXHIBIT 1 SECOND AMENDMENT TO AGREEMENT TO PROVIDE SECURITY GUARD SERVICES THIS SECOND AMENDMENT TO AGREEMENT is made and entered into this P day of May, 2019, by and between Universal Protection Service, LP, dba Allied Universal, Security -Services;:a California limited partnership ("Contractor"), and the City of Santa Ana, a charter -and and municipal corporation, organized and existing under the Constitution and laws of the State of California ("City"). RECITALS A. The City and Contractor entered into an Agreement to Provide Security Guard Services, No. A-2017-130, dated May 16, 2017, for Contractor to provide unarmed security guard services for various City facilities ("Agreement"). B. Thereafter, the City and Contractor entered into a First Amendment to Agreement to Provide Security Guard Services with U.S. Security Associates, No. A-2017- 351, to provide additional funding to the contingency amount to provide for additional temporary services under said Agreement. C. In accordance with the terms and conditions of said Agreement, the Parties wish to amend said Agreement to expand the scope of services to include the City of Santa Ana Work Center and increase total compensation of said Agreement. D. In accordance with the terms and conditions of said Agreement, the Parties also wish to amend said Agreement to reflect the change of Contractor's name from U.S. Security Associates to Universal Protection Service, LP, dba Allied Universal Security Services, after Allied Universal Security Associates purchased and merged with U.S. Security Associates. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions of said Agreement, except as herein modified, the parties agree as follows: 1. Section 1, SCOPE OF SERVICES, shall be amended to add the Santa Ana Work Center to the list of City facilities receiving unarmed security services. The specific scope of services for the Santa Ana Work Center is attached herewith as Exhibit A and incorporated herein by reference, which shall be an addendum to the original Exhibit B to said Agreement. 2. Section 2, COMPENSATION, subsection (a), shall be amended to increase the compensation by an additional $53,427.85, to cover the additional services at the Santa Ana Work Center through May 31;.2020, such that the total sum to be expended under said Agreement shall not exceed $1,225,214.85 during the term of said Agreement. A revised and updated version of Contractor's Certification and Proposal Item Pricing is attached herewith as Exhibit B and incorporated herein by reference, which shall replace Exhibit C to said Agreement. Page 1 of 4 25B-5 M61:M 3. All references to "U.S. Security Associates" shall be changed to "Universal Protection Service, LP, dba Allied Universal Security Services". 4. Except as hereinabove modified, all terms and conditions of said Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment to Agreement the date and year first above written. CITY OF SANTA ANA ATTEST: NORMA MrfRE Acting Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attomfy Y., V%'\ J-1� Ryad trod Assi� tCityAttomey FOR APPROVAL: STEVEN A. MENDOZA Executive Director Community Development Agency Kristine Ridge, City Manager ALLIED UNIVERSAL SECURITY Page 2 of 4 r EXHIBIT 1 Santa Ana Work Center Scope of Services Page 3 of 4 25B-7 EXHIBIT 1 EXHIBIT A THE SANTA ANA WORK CENTER The Santa Ana WORK Center is located at 801 W. Civic Center Drive Ste. 200, Santa Ana CA 92701. The WORK Center combines resources from various agencies to provide integrated job and workforce development services, including job search assistance, employee referrals and placement, unemployment insurance filing, and career counseling for adults and youth. The WORK Center suite averages 150 client visits per day. The hours of operation are from 8:00 AM to 5: 00 PM Monday thru Friday. Workshops in both English and Spanish (for limited English speaking adults) take place several times a week. Periodically j ob fairs are conducted. Attendance at job fairs averages between 20 to 60 people. LI YSCOPE 1. Roving patrol of building interior, include —but not limited to the following tasks: -Ensure that meeting rooms are locked when not in use, -Watch for drug activity, vandalism and graffiti, weapons, alcohol, open food containers and other acts that interfere with or disrupt WORK Center activities -Hourly inspection of public restrooms. -Ensure that all patrons exit the WORK Center as closing time approaches 2. Complete incident and daily operating reports. Provide WORK Center Management copies of reports on a weekly basis 3. Complete electronic reports for incidents in which he/ she is directly involved; take pictures, as needed. 4. Notify Santa Ana Police Department if police intervention is required. 5. Respond, as necessary, to other life safety duties as identified in post orders and standard operating procedures. 6. Direct patrons to areas within the WORK Center as needed. 7. Enforce the WORK Center's Rules of Conduct. 8. Escort employees, as needed, to parking locations. 9. Required guard qualifications: -Demonstrated ability to handle and resolve conflicts in an effective manner -Demonstrated judgment in emergency situations -Experience working with people with behavioral/mental health issues and/or criminal background -Physical dexterity; ability to act with urgency in an emergency situation without detaining or striking the offender. r EXHIBIT 1 Shift Coverage: 1 Security Guard 8am to 5pm Monday through Friday Holiday Coverage: INo security. guard •coverage is required on these holidays. ; II. RESPONSIBILITY OF CONTRACTOR The Contractor is for provide one security guard in standard Hall uniform at the secured south gate entrance to the Police Department.' Provide a post management system that inoludes efficient mechanisms for tou r.Wrifloationi daily'activity teports (DARs), and incident repiting (1R). AS -NEEDED SECURITY FOR CITY LOCATIONS Contractor must provide for the possibility of providing immediate security guard coverage and related equipment at any location in the City. Security guard services include immediate security guard coverage due to a security breach at City Hall, special meetings, any of approximately IS local park clubhouses and community centers, City parldng structures, a commmunity Iearning center, or other City location. Coverage must be provided within one hour for the duration of the period outlined. 25B-9 *icurzi Contractor's Certification and Proposal Item Pricing Page 4 of 4 25B-10 EXHIBIT 1 EXHIBIT B CITY OF SANTA ANA REQUEST FOR PROPOSALS FOR UNARMED SECURITY GUARD SERVICES . AT VARIOUS CITY FACILITIES PROPOSER'S CERTIFICATION and PROPOSAL ITEM PRICING Certification - I certify that I have read, understand and agree to the terms and conditions of this Request for Proposals. I have examined the Scope of Services (Exhibit A) and am familiar with the scope of work locations. I am familiar with all the existing conditions and limitation that may impact work requests. I understand and agree that I am responsible for reporting any errors, omissions or discrepancies to the City for clarification prior to the submission of my proposal. Proposal Item Price - Pricing shall be based on a total monthly cost for services described in Exhibit A. Fee must be inclusive of all costs, including but not limited to, direct and indirect costs for labor, overhead, equipment and incidental supplies, holidays, etc. Pricing Sheet per Location LINE DESCRIPTION QUANTITY UNIT UNIT QUANTITY UNIT PRICE TOTAL ANNUAL PRICE 1 Santa Ana Regional Transportation Center 1 Month 12 $21,678.41 $260,140.92 $----------- Hourly Rate- Guard (For additional hours if requested) $23.71 $----------- Hourly Rate- Supervisor (For additional hours if requested) $25.48 2 1 City Hall I 1 Month 12 $31,169.75 $374 037.00 $----------- Hourly Rate- Guard (For additional hours if requested) $23.71 $----------- Hourly Rate- Supervisor (For additional hours if requested) $25.48 3 1 Corporate Yard 1 1 1 Month 1 12 10,502.79 $126,033.48 $----------- Hourly Rate- Guard (For additional hours if requested) $23.71 $----------- Hourly Rate- Supervisor (For additional hours if requested) $25.48 25B-11 WA: I1�wt 4 Zoo at Prentice Park 1 Month 12 I $1025 24 $12 302 88 $------Hourly Rate- Guard (For additional hours if requested) $23.71 $---------Hourly Rate- Supervisor (For additional hours if requested) $25.48 5 1 Central L[brarr 1 Month l2 $20,217.6 $242,611.16 $---- — ----- Hourly Rate- Guard (For additional hours if requested) $23.71 $----------Hourly Rate- Supervisor (For additional hours ifrequested) $25.48 6 IVewhope Branch 1 Month 12 $2,147,15 $24,565.80 Library $---------Hourly Rate- Guard (For additional hours it -requested) $23.71 $---------Hourly Rate- Supervisor (For additional hours ifrequested) $25.48 7 Centennial Park 1 I Month 12 1$1,780.13 $2136156 $--------Hourly Rate- Guard (For additional hours if requested) $23.71 $---------Hourly Rate- Supervisor (For additional hours if requested) $25.48 8 Birch Park--� 1 Month 12 $1,780.13 $2136156 $ --- ----Hourly Rate- Guard (For additional hours if requested) $23.71 $---------Hourly Rete- Supervisor (For additional hours if requested) $25.48 9 Santa Ann Poiicc 1 Month 12 =11,109,71=119,316.76 J Department _ $---------- Hourly Rate- Guard (For additional hours if requested) $23.71 $--------Hourly Rate- Supervisor (For additional hours if requested) $25.48 ]0 auto Ann WORK�� Month 12 $4,109.73 �_j_.._ $50,156.76 Center $----------- Hourly Rate- Guard (For additional hours if requested) $23.71 $---------- --Hourly Rate- Supervisor (For additional hours if requested) $25.48 Total Contract Amount (Add Lines I thru 9): $1,181,887.00 r::. . 25EI 12 EXHIBIT 1 Universal Protection Service, LP dbaAllied Universal Security ,&Mces ph:714-619-9700 fox-.714-619.9701 LEGAL NAME OF COMPANY PHONE AND FAX NUMBERS 1551 N. Tustin Avenue, Suite 650, Santa Ana, CA 92705 BUSINESS ADDRESS Steve Claton Regional President PRINTED NAME UTHORMED AGENT TPfl-E ----.._... - - -- -.._. _..._._.. A 1 Lti l! 9-.--... _....._..._steve.daton a aus.com.. SIGNATURE OF AiTl tdk17.ED AGENT DATE E-MAIL ADDRESS 334973846 CA FPO 14417 _.._....-_ .. __.._._.......... _..— .._...__....-.............. _. _. _._ .............._......_..._-._.-_._--......,..._..-__.._.._........... FEDERAL ID NUMBER CONTRACTOR LICENSE NUMBER 25B-13 25B-14 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MAY 7, 2019 TITLE: APPROVE SECOND EXCLUSIVE NEGOTIATION AGREEMENT WITH CARIBOU INDUSTRIES FOR THE THIRD STREET AND BROADWAY DEVELOPMENT {STRATEGIC PLAN NO. 3, 5A} 190-#:7:(•]3d•11IRIli I F9X•]ki1Wiii APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 111 Reading ❑ Ordinance on 20d Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER CITY AN GER RECOMMENDED ACTION Authorize the City Manager and the Clerk of the Council to execute a second Exclusive Negotiation Agreement with Caribou Industries for a one-year period from May 6, 2019 to May 6, 2020 for the Third and Broadway development, subject to non -substantive changes approved by the City Manager and City Attorney. DISCUSSION On September 16, 2014, the City Council directed the Planning and Building Agency (PBA) to release a Request for Qualifications (RFQ) for the Third and Broadway Development Project. The RFQ outlined several project components desired by the City Council. Among the components of the new project was a desire to include a hotel/hospitality component. Five proposals were received and only the Caribou Industries Inc. proposal included a hotel. On March 21, 2017, the City Council authorized the City Manager and Clerk of the Council to enter into an Exclusive Negotiation Agreement (ENA) with Caribou Industries for the Third and Broadway project. To assist with the negotiations, the City entered into a contract with consultant Lisa Stipkovich to lead negotiations for the City and identify transaction business terms. A first amendment to the agreement extending the ENA period was entered into on July 5, 2017. On January 16, 2018, the City Council approved a second amended and restated ENA and reimbursement agreement with Caribou to pay for the services of Lisa Stipkovich and Kosmont Company, the firm hired to evaluate the financial feasibility of the project. The term of the restated ENA allowed for three 90-day administrative extensions which expired on April 28, 2019. Staff is recommending a second ENA (Exhibit 1) to extend the term to allow for an additional 1- year period to complete all technical studies required for the CEQA analysis and land use entitlements. It is anticipated that the technical studies will be completed by Fall 2019. 25C-1 Second ENA with Caribou May 7, 2019 Page 2 Proposed Project: Caribou industries proposes to replace the existing City -owned parking garage with a mixed -use development containing a 75-room boutique hotel, 164 residential units, 15,320 sq. ft. of commercial space and rooftop amenities for the residential and hotel structures. The development would be comprised of two buildings: a 15-story, 182-foot-tall mixed used (residential and commercial) building and a 10-story, 127-foot-tall hotel building. The buildings would be separated by an extension of Sycamore Street to West 3rd Street. The proposed project would provide 403 total structured parking spaces, including 211 public parking spaces and 72 stacker spaces for the separate hotel component. Progress to Date: Since the initial approval of the ENA, the project has undergone some design changes (Exhibit 2). Caribou Industries is currently completing the technical studies for the project and it is anticipated that the completion of the entitlement process will occur in late Fall 2019. The next step in the process will be to prepare and present a Disposition and Development Agreement (DDA) with updated business terms to City Council for consideration in late 2019. The DDA will further describe the final terms of the transaction, including a schedule of completion with milestones for the developer to achieve. The City will not convey the site until the developer has met all obligations defined in the DDA, obtained all approved permits and entitlements, and provided proof of financing for construction of the project. Significant progress on the entitlements have been made in the last 6 months. STRATEGIC PLAN ALIGNMENT Approval of this item allows the City to meet Goal #3 (Economic Development), Objective #5 (Leverage private investment that results in tax base expansion and job creation citywide), Strategy A (Identify and market underutilized properties for new development that will create new jobs and expand the City's tax base). FISCAL IMPACT There is no fiscal impact associated with this action �� N Steven A. Mendoza Executive Director Community Development Agency Exhibits: 1. Second Exclusive Negotiation Agreement 2. Updated Renderings of Project 25C-2 EXHIBIT 1 SECOND EXCLUSIVE NEGOTIATION AGREEMENT This Second Exclusive Negotiation Agreement ("Agreement') is dated May 2019, for reference purposes only, and is entered into by and among the CITY OF SANTA ANA, a California charter city in the County of Orange of the State of California ("City"), and CARIBOU INDUSTRIES, INC., a Nevada Corporation ("Developer"), in order to provide a specified period of time to attempt to negotiate a disposition and development agreement ("DDA"). City and Developer are sometimes referred to in this Agreement individually, as a "Party" and, collectively, as the "Parties." This Agreement is entered into by the Parties with reference to the following recited facts (each, a "Recital"): RECITALS WHEREAS, the City and Developer entered into Exclusive Negotiation Agreement No. A-2017-058, dated April 27, 2017, for City and Developer to negotiate regarding the potential acquisition and development of the property located at 201 West Third Street, Santa Ana, California 92701 (APN 398-264-13) ("Property"); and WHEREAS, the City and Developer entered into a First Amendment to Exclusive Negotiation Agreement No. A-2017-165, dated July 5, 2017; and WHEREAS, the City and Developer entered into a Second Amended and Restated Exclusive Negotiation Agreement No. A-2018-002, dated January 11, 2018, which expired on its own terms on April 28, 2019; and WHEREAS, the intent of the Parties in entering into this Agreement is to establish a specific, limited period of time to negotiate regarding a future agreement among them governing the potential acquisition and development of certain real property, subject to mutually agreeable terms, conditions, covenants, restrictions and agreements to be negotiated and documented in a future DDA; and WHEREAS, City owns the Property; and WHEREAS, the Property is more particularly described in the legal description attached to this Agreement as Exhibit "A" and incorporated into this Agreement by this reference; and WHEREAS, Developer proposes to develop a mixed use project, including a hotel, commercial, retail, residential, and public parking, on the Property ("Project'); and WHEREAS, the Parties now agree to enter into this Agreement for the purpose of further planning and evaluating the feasibility of the proposed Project, including further negotiation of deal points and environmental review of the projects in preparation for the DDA; and WHEREAS, the Developer has represented its willingness and ability to undertake certain studies, plans and other activities necessary to define the scope of development and determine the feasibility of the Project on the Property and that such plans and other information to be prepared during the course of this Agreement shall serve as the basis for entering into a DDA among City and Developer; and 25C-3 EXHIBIT 1 WHEREAS, City is willing to continue the period of exclusive negotiations with Developer concerning Developer's potential development of the Project, subject to the terms and conditions of this Agreement. NOW, THEREFORE, IN VIEW OF THE GOALS AND OBJECTIVES OF THE PARTIES RELATING TO THE PROJECT AND THE COVENANTS AND PROMISES OF THE CITY AND THE DEVELOPER SET FORTH IN THIS AGREEMENT, THE CITY AND THE DEVELOPER AGREE AS FOLLOWS: 1. Incorporation of Recitals. The Recitals of fact set forth above are true and correct and are incorporated into this Agreement, in their entirety, by this reference. 2. Term of Agreement. (a) The rights and duties of the City and the Developer established by this Agreement shall commence on the first date on which all of the following have occurred ("Effective Date'): (1) execution of this Agreement by the authorized representative(s) of the Developer and delivery of such executed Agreement to the City, and (2) approval of this Agreement by the City's execution of this Agreement by its respective authorized representatives and delivery of such executed Agreement to the Developer. The City shall deliver a fully executed counterpart original of this Agreement to the Developer, within ten (10) calendar days after the governing bodies of the City have approved this Agreement, and their authorized representatives have executed this Agreement. This Agreement shall continue in effect until May 7, 2020 ("Negotiation Period"), subject to the limitations of Section 2(b). - (b) Upon the Effective Date, the City and Developer shall proceed with continued negotiations according to the Schedule of Performance outlined in Exhibit "B" attached herewith and incorporated herein by reference. (c) This Agreement shall automatically expire and be of no further force or effect at the end of the Negotiation Period (as may be extended pursuant to the terns of this Agreement), unless, prior to that time, the City and the Developer approve and execute a separate DDA acceptable to the two Parties, in their respective sole and absolute discretion, in which case this Agreement will terminate on the effective date of such DDA. 3. Negotiation of DDA. (a) During the Negotiation Period, the Parties shall negotiate diligently and in good faith to negotiate a DDA among them. The Parties shall generally cooperate with each other and supply such documents and information as may be reasonably requested by the other to facilitate the conduct of the negotiations. The Parties shall exercise reasonable efforts to complete discussions relating to the terms and conditions of a DDA and such other matters, as may be mutually acceptable to the Parties, in their respective sole discretion. (b) Nothing in this Agreement shall be interpreted or construed to be a representation or agreement by either the City or the Developer that a mutually acceptable DDA will be produced from negotiations under this Agreement. Nothing in this Agreement shall impose any obligation on either Party to agree to a definitive DDA in the future. Nothing in this 256-4 EXHIBIT 1 Agreement shall be interpreted or construed to be a guaranty, warranty or representation that any proposed DDA that may be negotiated by City staff and the Developer will be approved by the governing bodies of the City. The Developer acknowledges and agrees that the City's considerations of any DDA is subject to the sole and absolute discretion of their City Council and all legally required public hearings, public meetings, notices, factual findings and other determinations required by law. (c) During the Negotiation Period, the Parties shall diligently review and comment on drafts of a DDA prepared by the City Attorney, and if the tennis and conditions of such a DDA are agreed upon among the City staff and the Developer, Developer shall submit the DDA fully executed by the authorized representative(s) of the Developer to the City Manager for submission to City Council for review and approval or disapproval. Any future DDA shall consist of terms and conditions acceptable to the Developer and the City Council of the City, in their respective sole and absolute discretion. 4. Environmental Review and CEQA Compliance. During the Negotiation Period, all required environmental review of the Project, including full and complete compliance with the California Environmental Quality Act (CEQA), must be completed and brought to the City Council for review, approval, and certification, prior to, or concurrently with, any request for approval of a DDA for the Project. 5. Restrictions Against Change in Ownership, Management and Control of Developer and Assignment of Agreement. (a) The qualifications and identity of the Developer and its principals are of particular concern to the City. It is because of these qualifications and identity that the City has entered into this Agreement with the Developer. During the Negotiation Period, no voluntary or involuntary successor -in -interest of the Developer shall acquire any rights or powers under this Agreement, unless an assignment is approved by the City in its sole and absolute discretion. (b) The Developer shall promptly notify the City in writing of any and all changes whatsoever in the identity of the business entities or individuals either comprising or in Control (as defined in Section 5(d)) of the Developer, as well as any and all changes in the interest or the degree of Control of the Developer by any such person, of which information the Developer or any of its shareholders, partners, members, directors, managers or officers are notified or may otherwise have knowledge or information. Upon the occurrence of any significant or material change, whether voluntary or involuntary, in ownership, management or Control of the Developer (other than such changes occasioned by the death or incapacity of any individual) that has not been approved by the City, prior to the time of such change, the City may terminate this Agreement, without liability to the Developer or any other person, by sending written notice of termination to the other Parties, referencing this Section 5(b). (c) Notwithstanding anything in this Agreement to the contrary, Developer may assign its rights under this Agreement to a joint venture partner, lender or other related company entity or an Affiliate (as defined in Section 5(d)), on the condition that such Affiliate expressly assumes all of the obligations of the Developer under this Agreement in a writing reasonably satisfactory to the City. 25b-5 EXHIBIT 1 (d) For the purposes of this Agreement, the temp "Affiliate" means any person, directly or indirectly, controlling or controlled by or under common control with the Developer, whether by direct or indirect ownership of equity interests, by contract, or otherwise. For the purposes of this agreement, "Control" means possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether by ownership of equity interests, by contract, or otherwise. 6. Developer to Pay All Costs and Expenses. All fees or expenses of engineers, architects, financial consultants, legal, planning or other consultants or contractors, retained by the Developer for any study, analysis, evaluation, report, schedule, estimate, environmental review, planning and/or design activities, drawings, specifications or other activity or matter relating to the Property or the Project or negotiation of a DDA that may be undertaken by the Developer during the Negotiation Period, pursuant to or in reliance upon this Agreement or in the Developer's discretion, regarding any matter relating to a DDA, the Property or the Project, shall be the sole responsibility of and undertaken at the sole cost and expense of the Developer and no such activity or matter shall be deemed to be undertaken for the benefit of, at the expense of or in reliance upon the City. The Developer shall also pay all fees, charges and costs, make all deposits and provide all bonds or other security associated with the submission to and processing by the City and all applications and other documents and information to be submitted to the City and by the Developer pursuant to this Agreement or otherwise associated with the Project. The City shall not be obligated to pay or reimburse any expenses, fees, charges or costs incurred by the Developer in pursuit of any study, analysis, evaluation, report, schedule, estimate, environmental review, planning and/or design activities, drawings, specifications or other activity or matter relating to the Property or the Project or negotiation of a DDA that may be undertaken by the Developer during the Negotiation Period, whether or not this Agreement is, eventually, terminated or extended or a DDA is entered into among the Parties, in the future. 7. City Not To Negotiate With Others. (a) During the Negotiation Period, the City, and their respective staff shall not negotiate with any other person regarding the sale or development of the Property. The tern "negotiate," as used in this Agreement, means and refers to engaging in any discussions with a person other than the Developer, regardless of how initiated, with respect to that person's development of the Property to the total or partial exclusion of the Developer from redeveloping the Property, without the Developer's written consent, subject to the provisions of Section 7(b) and further provided that they may receive and retain unsolicited offers regarding development of the Property, but shall not negotiate with the proponent of any such offer during the Negotiation Period. (b) Nothing in this Agreement shall limit, prevent, restrict or inhibit the City from providing any information in its possession or control that would customarily be furnished to persons requesting information from the City concerning their respective goals, matters of a similar nature relating to development plans or as required by law to be disclosed, upon request or otherwise. PTF7W, EXHIBIT 1 Acknowledgments and Reservations. (a) The Parties agree that, if this Agreement expires or is tenninated for any reason, or a future DDA is not approved and executed by the Parties, for any reason, none of the Parties shall be under any obligation, nor have any liability to each other or any other person regarding the sale or other disposition of the Property or the development of the Project or the Property. (b) The Developer acknowledges and agrees that no provision of this Agreement shall be deemed to be an offer by the City, nor an acceptance by the City of any offer or proposal from the Developer for the City to convey any estate or interest in the Property to the Developer or for the City to provide any financial or other assistance to the Developer for development of the Property or execution of the Project. (c) The Developer acknowledges and agrees that the Developer has not acquired, nor will acquire, by virtue of the teens of this Agreement, any legal or equitable interest in real or personal property from the City. (d) Certain development standards and design controls for the Project may be established among the Parties, but it is understood and agreed among the Parties that the Project and the development of the Property must conform to all City, and other applicable governmental development, land use and architectural regulations and standards, as may be amended by the Project entitlements processed for the Property. Drawings, plans and specifications for the Project shall be subject to the approval of the City through the standard development application process for acquiring the real estate and entitlements within the Project. Nothing in this Agreement shall be considered approval of any plans or specifications for the Project or of the Project itself by the City. (e) The City reserves the right to reasonably obtain further information, data and commitments to ascertain the ability and capacity of the Developer to purchase, develop and operate the Property and/or the Project. The City shall maintain the confidentiality of financial information of the Developer to the extent allowed by law, as determined by the City Attorney. Notwithstanding the foregoing, if the City receives a request for documents related to this Agreement or the Project pursuant to the California Public Records Act (Govt. Code Section 6254 et. seq) or similar statute, and the City determine that the City has responsive documents, the City shall provide Developer notice not less than three (3) days prior to releasing the responsive documents to the requesting party. During this three (3) day period Developer may seek a court order prohibiting the release of the documents. Any litigation or costs associated with protecting documents from disclosure shall be bome solely by Developer. (0 The Developer expressly acknowledges and agrees that the City will not be bound by any statement, promise or representation made by their respective staff or representatives during the course of negotiations of a future DDA and that the City shall only be legally bound upon the approval of a complete DDA by the City Council, in their respective sole and absolute discretion, following one or more duly noticed public bearings, as required by law. 25t:-7 EXHIBIT 1 9. Nondiscrimination. The Developer shall not discriminate against nor segregate any person, or group of persons on account of race, color, creed, religion, sex, marital status, handicap, national origin or ancestry in undertaking its obligations under this Agreement. 10. Limitation on Damages and Remedies (a) THE PARTIES ACKNOWLEDGE THAT IT IS EXTREMELY DIFFICULT AND IMPRACTICAL TO ASCERTAIN THE AMOUNT OF DAMAGES THAT WOULD BE SUFFERED BY THE DEVELOPER UPON THE BREACH OF THIS AGREEMENT BY THE CITY. HAVING MADE DILIGENT BUT UNSUCCESSFUL ATTEMPTS TO ASCERTAIN THE ACTUAL DAMAGES THE DEVELOPER WOULD SUFFER UPON THE BREACH OF THIS AGREEMENT BY ANOTHER PARTY, THE PARTIES AGREE THAT A REASONABLE ESTIMATE OF THE DEVELOPER'S DAMAGES IN SUCH EVENT IS ONE HUNDRED THOUSAND DOLLARS ($100,000) (THE "LIQUIDATED DAMAGES AMOUNT"). THEREFORE, UPON THE BREACH OF THIS AGREEMENT BY THE CITY, THE BREACHING PARTY SHALL PAY THE LIQUIDATED DAMAGES AMOUNT TO THE DEVELOPER AND THIS AGREEMENT SHALL TERMINATE. RECEIPT OF THE LIQUIDATED DAMAGES AMOUNT SHALL BE THE DEVELOPER'S SOLE AND EXCLUSIVE REMEDY ARISING FROM ANY BREACH OF THIS AGREEMENT BY THE CITY. Initials of Authorized Initials Authorized Representative of City Repr sentative of Developer (b) THE PARTIES EACH ACKNOWLEDGE AND AGREE THAT THE CITY WOULD NOT HAVE ENTERED INTO THIS AGREEMENT, IF EITHER WERE TO BE LIABLE TO THE DEVELOPER FOR ANY MONETARY DAMAGES, MONETARY RECOVERY OR ANY REMEDY OTHER THAN TERMINATION OF THIS AGREEMENT AND PAYMENT OF THE LIQUIDATED DAMAGES AMOUNT. ACCORDINGLY, THE PARTIES AGREE THAT THE DEVELOPER'S SOLE AND EXCLUSIVE RIGHT AND REMEDY UPON THE BREACH OF THIS AGREEMENT BY THE CITY IS TO TERMINATE THIS AGREEMENT AND RECEIVE THE LIQUIDATED DAMAGES AMOUNT. (c) THE DEVELOPER ACKNOWLEDGES THAT IT IS AWARE OF THE MEANING AND LEGAL EFFECT OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST N HIS OR HER FAVOR ATTHE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. (d) CALIFORNIA CIVIL CODE SECTION 1542 NOTWITHSTANDING, IT IS THE INTENTION OF THE DEVELOPER TO BE BOUND BY THE LIMITATION ON 26t-8 EXHIBIT 1 DAMAGES, RECOVERY AND REMEDIES SET FORTH IN THIS SECTION 12, AND THE DEVELOPER HEREBY RELEASES ANY AND ALL CLAIMS AGAINST THE CITY FOR MONETARY DAMAGES, MONETARY RECOVERY OR OTHER LEGAL OR EQUITABLE RELIEF RELATED TO ANY BREACH OF THIS AGREEMENT, EXCEPT RECEIPT OF THE LIQUIDATED DAMAGES AMOUNT, WHETHER OR NOT ANY SUCH RELEASED CLAIMS WERE KNOWN OR UNKNOWN TO THE DEVELOPER AS OF THE EFFECTIVE DATE OF THIS AGREEMENT. THE DEVELOPER SPECIFICALLY WAIVES THE BENEFITS OF CALIFORNIA CIVIL CODE SECTION 1542 AND ALL OTHER STATUTES AND JUDICIAL DECISIONS (WHETHER STATE OR FEDERAL) OF SIMILAR EFFECT WITH REGARD TO THE LIMITATIONS ON DAMAGES AND REMEDIES AND WAIVERS OF ANY SUCH DAMAGES AND REMEDIES CONTAINED IN THIS SECTION 12. (e) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IN THE EVENT OF A BREACH BY DEVELOPER, DEVELOPER SHALL NOT BE LIABLE OR RESPONSIBLE TO CITY FOR ANY LOST OR FOREGONE TAX REVENUES, ECONOMIC OR COMMUNITY BENEFITS, FEES, CHARGES, OR ANY OTHER AMOUNT. THE PARTIES ACKNOWLEDGE THAT IT IS EXTREMELY DIFFICULT AND IMPRACTICAL TO ASCERTAIN THE AMOUNT OF DAMAGES THAT WOULD BE SUFFERED BY THE CITY UPON THE BREACH OF THIS AGREEMENT BY THE DEVELOPER. HAVING MADE DILIGENT BUT UNSUCCESSFUL ATTEMPTS TO ASCERTAIN THE ACTUAL DAMAGES THE CITY WOULD SUFFER UPON THE BREACH OF THIS AGREEMENT BY ANOTHER PARTY, THE PARTIES AGREE THAT A REASONABLE ESTIMATE OF THE CITY'S TOTAL DAMAGES IN SUCH EVENT IS THE LIQUIDATED DAMAGES AMOUNT. RECEIPT OF THE LIQUIDATED DAMAGES AMOUNT SHALL BE THE CITY SOLE AND EXCLUSIVE REMEDY ARISING FROM ANY BREACH OF THIS AGREEMENT BY THE DEVELOPER. NOTWITHSTANDING THE FOREGOING, IF. DEVELOPER'S BREACH IS A FAILURE TO MAINTAIN THE INITIAL OR ADDITIONAL DEPOSIT REQUIRED BY THIS AGREEMENT, IN ADDITION TO THE LIQUIDATED DAMAGES DEVELOPER SHALL REIMBURSE THE CITY FOR THE ACTUAL INCURRED STAFF TIME AND THIRD PARTY CONSULTANT TIME EXPENDED ON THE PROJECT PRIOR TO THE DATE OF TERMINQTi6N,, Initials of Authorized Representative of City 11. Default. of Developer (a) Failure or delay by any Party to perform any material term or provision of this Agreement shall constitute a default under this Agreement. If the Party who is claimed to be in default by another Party cures, corrects or remedies the alleged default within fifteen (15) calendar days after receipt of written notice specifying such default, such Party shall not be in default under this Agreement. The notice and cure period provided in the immediately preceding sentence shall not, under any circumstances, extend the Negotiation Period. If there are less than fifteen (15) days remaining in the Negotiation Period, the cure period allowed pursuant to this Section 13(a) shall be automatically reduced to the number of days remaining in the Negotiation 25t-9 EXHIBIT 1 Period. Nothing in this subparagraph (a) shall prohibit Developer from extending the Negotiation Period pursuant to Section 2. (b) The Party claiming that a default has occurred shall give written notice of default to the Party claimed to be in default, specifying the alleged default. Delay in giving such notice shall not constitute a waiver of any default nor shall it change the time of default. However, the injured Party shall have no right to exercise any remedy for a default under this Agreement without first delivering written notice of the default. (c) Any failure or delay by a Party in asserting any of its rights or remedies as to any default shall not operate as a waiver of any default or of any rights or remedies associated with a default. (d) If a default of any Party remains uncured for more than fifteen (15) calendar days following receipt of written notice of such default, a "breach" of this Agreement by the defaulting Party shall be deemed to have occurred. In the event of a breach of this Agreement, the sole and exclusive remedy of the Party who is not in default shall be to terminate this Agreement by serving written notice of termination on the Party in breach and, in the case of a breach by the City, the Developer shall also be entitled to receive the Liquidated Damages Amount. 12. Compliance with Law. The Developer acknowledges that any future DDA, if approved by the City Council, will require the Developer to, among other things, carry out the development of the Project in conformity with all applicable laws, including all applicable building, planning and zoning laws, environmental laws, safety laws and federal and state labor and wage laws. 13. Press Releases. The Developer agrees to obtain the approval of the City Manager in function of any press releases Developer may propose relating to the lease or development of the Property or negotiation of a DDA with the City prior to publication. 14. Notice. All notices required under this Agreement shall be presented (A) in person, (I3) by a reputable smme-day or overnight delivery service, or (C) facsimile and confirmed by first class certified or registered United States Mail, with return receipt requested, to the address and/or fax number for the Party set forth in this Section. Notice shall be deemed confirmed by United States Mail effective the third (3rd) business day after deposit with the United States Postal Service. Notice by personal service or reputable same -day or overnight delivery service shall be effective upon delivery. Either Party may change its address for receipt of notices by notifying the other Parties in writing. Delivery of notices to courtesy copy recipients shall not be required for valid notice to a Party. TO DEVELOPER: Caribou Industries, Inc. Michael Harrah President 1103 N. Broadway Santa Ana, CA 92701 (T) (714) 543-9434 (F) (714) 534-9972 25it-10 EXHIBIT 1 TO CITY: The City of Santa Ana Executive Director Community Development Agency 20 Civic Center Plaza (M-25) P.O. Box 1988 Santa Ana, California 92702 COPY TO: City Attorney 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 Fax: 714-647-6515 15. Warranty Against Payment of Consideration for Agreement. The Developer warrants that it has not paid or given, and will not pay or give, any third party any money or other consideration for obtaining this Agreement. Third parties, for the purposes of this Section, shall not include persons to whom fees are paid for professional services, if rendered by attorneys, financial consultants, accountants, engineers, architects and other consultants, when such fees are considered necessary by the Developer. 16. Acceptance of Agreement by Developer. The Developer shall acknowledge its acceptance of this Agreement by delivering to the City three (3) original counterpart executed copies of this Agreement each signed by the authorized representative(s) of the Developer. 17. Counterpart Originals. This Agreement may be executed by the Parties in multiple counterpart originals, all of which together shall constitute a single agreement. 18. No Third -Party Beneficiaries. Nothing in this Agreement is intended to benefit any person or entity other than the Parties. 19. Governing Law. The Parties acknowledge and agree that this Agreement was negotiated, entered into and is to be fully performed in the City of Santa Ana, California. The Parties agree that this Agreement shall be governed by, interpreted under, and construed and enforced in accordance with the laws of the State of California, without application of such laws' conflicts of laws principles. 20. Waivers. No waiver of any breach of any term or condition contained in this Agreement shall be deemed a waiver of any preceding or succeeding breach of such term or condition, or of any other term or condition contained in this Agreement. No extension of the time for performance of any obligation or act, no waiver of any term or condition of this Agreement, nor any modification of this Agreement shall be enforceable against a Party, unless made in writing and executed by the Parties. 21. Construction. Headings at the beginning of each section and sub -section of this Agreement are solely for the convenience of reference of the Parties and are not a part of this 251t-11 EXHIBIT 1 Agreement. Whenever required by the context of this Agreement, the singular shall include the plural and the masculine shall include the feminine and vice versa. This Agreement shall not be construed as if it had been prepared by one Party, but rather as if the Parties cooperated equally in preparing this Agreement. Unless otherwise indicated, all references to sections are to this Agreement. All exhibits referred to in this Agreement are attached to this Agreement and incorporated into this Agreement by this reference. If the date on which a Party is required to take any action pursuant to the terns of this Agreement is not a business day of the City, the action shall be taken on the next succeeding business day of the City. 22. Attorneys' Fees. If a Party hereto files any action or brings any action or proceeding against another Party arising out of this Agreement, then the prevailing Party shall be entitled to recover as an element of its costs of suit, and not as damages, its reasonable attorneys' fees as fixed by the court, in such action or proceeding or in a separate action or proceeding brought to recover such attorneys' fees. For the purposes hereof the words "reasonable attorneys' fees" mean and include, in the case of the City, salaries (or fees) and expenses of the lawyers employed by the City (allocated on an hourly basis) who may provide legal services in connection with the representation of the City in any such matter. 23. Enforced Delay. No party shall be deemed in default of its obligations under this Agreement where a delay or default is due to an act of God, natural disaster, accident, breakage or failure of equipment, enactment of conflicting federal or state laws or regulations, third -party litigation, administrative action, including strikes, lockouts or other labor disturbances or disputes of any character, interruption of services by suppliers thereof, unavailability of materials or labor, unforeseeable and severe economic conditions, rationing or restrictions on the use of utilities or public transportation whether due to energy shortages or other causes, war, civil disobedience, riot, or by any other severe and unforeseeable occurrence that is beyond the control of that party (collectively, `'Enforced Delay").. Performance by a party of its, obligations shall be excused during, and extended for a period of time equal to, the period (on a day -for -day basis) for which the cause of such Enforced Delay is in effect. [Signatures on following page] 25d-12 EXHIBIT 1 N WITNESS WHEREOF, the Parties have executed this Exclusive Negotiation Agreement on the dates indicated next to each of the signatures of their authorized representatives, as appear below. ATTEST: NORMA MITRE Acting Clerk of the Council APPROVED AS TO FORM: By: for SONIA . CA VALHO City Attorney RECOMMENDED FOR APPROVAL: STEVEN A. MENDOZA Executive Director Community Development Agency CITY OF SANTA ANA KRISTINE RIDGE City Manager By: ` Michael Dated: i 251t-13 EXHIBIT 1 EXHIBIT "A" TO NEGOTIATION AGREEMENT Property Legal Description All of that certain real property situated in the State of California, County of Orange, City of Santa Ana, described as follows: Parcel 1: All of Lots 2, 3, 6 and the Southerly 10.00 feet of the Nortlerly 20.00 feet of Lot 5 in Block 11 and all of Lots 1, 2, 3, 4, 5, and 6 in Block 12 of the Town of Santa Ana, as shown on a Map recorded in Book 2, page 51 of Miscellaneous Records of Los Angeles County, California. Together with that portion of Sycamore Street, 60.00 feet wide, as shown on said Map, as vacated and described in that certain Resolution No. 82-17 of the City Council of the City of Santa Ana, a certified copy of which was recorded February 11, 1982, as Document No. 82-051577 of Official Records of Orange County, California, bounded Southerly by the North line of Third Street, 60.00 feet wide, and bounded Northerly by a line parallel with and distant Northerly 140.00 feet, measured at right angles, from said North line of Third Street. Excepting therefrom the Easterly 15.00 feet of said Lot 3 in said Block 11. Parcel 2: A perpetual easement for. ingress and egress over the South ,2.50.feet of the East 15.00 feet of Lot 3 in Block 11 of the Town of Santa Ana, as shown on Map recorded in Book 2, page 51 of Miscellaneous Records of Los Angeles County, California, as reserved in the Deed of J.E. Lieberg et al, dated June 5, 1923 and recorded in Book 475, page 362 of Deeds, records of Orange County, California. Parcel 3: The right to use that portion of a brick wall of the building on Lot l in Block 11 of the Town of Santa Ana, as per Map recorded in Book 2, page 51 of Miscellaneous Records of Los Angeles County, California, which adjoins the East boundary line of the South 25.00 feet of Lot 2 in said Block 11, as a party wall, as granted by that certain Agreement, dated July 1, 1919 by and between H.R. Andre, also known as Roy Andre, et al, as parties of the first part, and L.J. Carden et al, as parties of the second part, recorded August 19, 1919 in Book 341, page 362 of Deeds, Records of Orange County, California. 25Q=14 EXHIBIT 1 Exhibit B Schedule of Performance The Developer and the City will work on a Disposition and Development Agreement (DDA) and cooperate to process all necessary entitlements. The Developer and City will work to clear CEQA requirements prior to consideration of the DDA by the City Council. The Developer will fund third party consultant who will prepare necessary reports and studies as required for CEQA clearance for the entitlements and the DDA. Both Parties will use their best efforts to process the entitlements for the project as quickly as possible. The schedule will be amended as needed to reflect status of process. Performance Schedule: • Second ENA on City Council Agenda for May 7, 2019. • Upon execution of ENA, the Developer and City will work on the preparation of a Disposition and Development Agreement. • Within 30 days of the execution of the Second ENA, the Developer and City will create a schedule for Public participation for the entitlement process. 25E3=15 25C-16 EXH IT2a 3 N N s N m x W a � c o rn —y N 9 N n W4: f _ y�y n emu' 25C-20 --------------------------- wn un3aona 131 � iNnunaaoadmi INn un3aoaa (Ni INn ALn34Ond 131 1 25C-21 �� C= y1ILf [tylli E\ �LII/i �] E CLyIIj IILyi �s Ei- Ej Yi ez Ei ?i fa Zvi 5e C III O I 11 d N 3 N T TTTTTTTTT, — as ,s C ir! t ` O .a O SC-22 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MAY 7, 2019 TITLE: APPROVE A LICENSE AGREEMENT WITH EAST END REALTY PARTNERSHIP, LP, AND WURSTHAUS, INC. FOR TEMPORARY OUTDOOR DINING ACTIVITIES AT PLAZA CALLE CUATRO IN THE AMOUNT OF $636 (STRATEGIC PLAN GOAL 3, NO. 3 & 4) 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 CITY M NAGER RECOMMENDED ACTION Authorize the City Manager and Clerk of the Council to execute a license agreement with East End Realty Partnership, LP, and Wursthaus, Inc. to conduct temporary outdoor dining activities within Plaza Calle Cuatro, in the amount of $636 for the period of May 7, 2019 to November 6, 2019, subject to non -substantive changes approved by the City Manager and City Attorney. DISCUSSION The property owner of the property located at 301-305 East 4th Street (East End Realty Partnership, LP) requested the City to consider approving a license agreement (Exhibit 1) to permit outdoor dining activities within a city -owned property currently used as an outdoor public plaza maintained by the Parks, Recreation & Community Services Agency in Downtown Santa Ana. The goal of staff and the property owner is to enhance the Downtown environs and to evaluate if outdoor dining is feasible in the Plaza. While the City has an Ordinance permitting outdoor dining in Downtown, it is limited to public sidewalks. The width of the sidewalk adjacent to the business is approximately 10 feet and is too narrow to accommodate both pedestrian and outdoor dining activities. The proposal is to allow temporary outdoor dining activities associated with the Wursthaus to occur within Plaza Calle Cuatro. The business has frontage to the Plaza and is located on the adjoining property to the west of the Plaza. If approved, this proposed license agreement will not set a precedent for other businesses in Downtown to make a similar request, as there are no other businesses in Downtown with a frontage sharing a property line with this public plaza. Similar to other agreements allowing outdooring dining within the public sidewalk in Downtown, the proposed dining activity will not require additional parking as it is within Downtown and the users have access to public parking structures. 25D-1 Plaza Calle Cuatro Temporary Outdoor Dining License Agreement May 7, 2019 Page 2 Under the proposal, an approximate 200 square foot area (10' x 20') located immediately adjacent to the southwest corner of Plaza Calle Cuatro and adjacent to the business entrance will be utilized for limited outdoor dining activities when not utilized by the City for publicly sponsored events (Exhibit 2- Vicinity Map and Site Layout). The pictures below illustrate the vision of the proposal. The use of the space will be limited to food and beverage services conducted by the Wursthaus located at 305 E. 4th Street, Suite 106. The proposed outdoor dining activities will coincide with the hours of operation from the restaurant. While these hours may change from time to time, the restaurant currently operates from 11 AM to 12 AM Sundays through Tuesdays, 11 AM to 1 AM Wednesdays through Thursdays, and 11 AM to 2 AM Fridays through Saturdays. Fixtures within this outdoor dining area will be limited to removable outdoor chairs, tables, umbrellas, and if desired, border barriers that will be put out during hours the business is open to the public and removed at closing. Outdoor service will be limited to food services and non- alcoholic drinks at this time. Currently, the business does not have the City's or the State's approval to conduct sales of alcohol outside of the restaurant. If the operator desires to serve alcohol in the outdoor dining area, approval from the City Planning Commission and the California Department of Alcoholic Beverage Control will be required. Photo illustrations of the proposed activities are as shown in Exhibit 3. Salient Terms of the Agreement: The license agreement will be limited to a 6-month term with no extension. The term limit will allow both the City and the property owner to evaluate the feasibility of ongoing outdoor dining activities in this area. Should the owner desire to move forward with an on -going request after the 6-month period, such a request and proposed new terms will need to be considered in the future by the Board and the City Council. In addition, when needed by the City for public events, no outdoor dining activities are permitted. The City will also retain the right to conduct unplanned events upon 24-hour notice to the licensed party. The proposed license fee would be $106 per month. This fee amount is derived by converting the current daily rental fee of $150 for the entire plaza converted to a daily per square foot rental fee. Based on this recommended fee, the total 6-month period will generate a one-time up -front 25D-2 Plaza Calle Cuatro Temporary Outdoor Dining License Agreement May 7, 2019 Page 3 payment of $636. In addition, the licensee will be responsible for maintenance of the dining area, providing insurance coverage, and compliance with other City regulations. COMMISSION/BOARD/COMMITTEE RECOMMENDATION At the regular meeting of March 27, 2019, the Board of Recreation and Parks considered this matter and voted unanimously to recommend to the City Council approval of the license agreement. ENVIRONMENTAL IMPACT In accordance with the California Environmental Quality Act (CEQA), the proposed licensing and leasing activity is exempt from further review in accordance with CEQA Guidelines Section 15301 (Existing Facilities). STRATEGIC PLAN ALIGNMENT Approval of this item assists the City in meeting Goal #3 — Economic Development, Objectives 3 (promote a solutions -based customer focus in all efforts to facilitate development and investment in the community) and 4 (continue to pursue objectives that shape downtown Santa Ana into a thriving, culturally diverse, shopping, dining, and entertainment destination). FISCAL IMPACT City of Santa Ana will be receiving revenue in the amount of $636 total, a one time non- refundable fee, from this 6-month license (June 1, 2019 through November 30, 2019). The funds received will be deposited in Fiscal Year 2018/19 in the Park, Recreation & Community Services - Recreation Facility Rental Revenue (Account # 01113002-57361). a Minh Thai Executive Director Planning and Building Agency IA�� 2_t Kathryn Downs tm Executive Director Finance and Management Services sa dloff Q Executive Director Parks, Recreation and Community Services Agency 25D-3 Plaza Calle Cuatro Temporary Outdoor Dining License Agreement May 7, 2019 Page 4 Exhibits: 1. License Agreement 2. Vicinity Map and Site Layout 3. Photo Example 25D-4 EXHIBIT 7 TEMPORARY OUTDOOR DINING LICENSE AGREEMENT This TEMPORARY OUTDOOR DINING LICENSE AGREEMENT (hereinafter "License Agreement"), entered into this 71 day of May, 2019, by and between the City of Santa Ana, a charter city and municipal corporation of the State of Califomia (hereinafter "City"), East End Realty.Partnership,-LP and Wursth_ausi-_Inc_. (hereinafter collectively "Licensee") is made with reference to the following: RECITALS: WHEREAS, City owns certain real property located at 325 E. 4`h Street; and WHEREAS, the property is currently used as a public plaza maintained by the Parks, Recreation, and Community Services Agency and the public plaza is known as Plaza Calle Cuatro (the "Plaza') as more particularly described in Exhibit "A' ; and WHEREAS, City and Licensee desire to enter into a License Agreement to allow temporary outdoor dining activities within a portion of the Plaza, upon the terms and conditions set forth herein, adjacent to real property located at 301-305 E. 4'h Street, Suite 106, City of Santa Ana, County of Orange, State of California (the "Property') which is further described in Exhibit'B' , and WHEREAS, the approval of this License Agreement is to implement temporary outdoor dining activities directly associated with a business having frontage along and sharing a property line with the Plaza. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. TERM AND PURPOSE OF LICENSE The City hereby grants to Licensee upon each of the covenants and conditions set fortis herein for a six (6) month period commencing oR- e-I.:2019: and ending on November 30, 2019, unless earlier terminated as herein set forth, a license to conduct outdoor dining -activities within an open area consisting of 200 square feet located near the southwest comer of the Plaza adjacent to certain real property located at 301-305 E. 4'h Street, Suite 106, in the City of Santa Ana, County of Orange, State of California, more particularly described in Exhibit "C" attached hereto and incorporated herein by reference (hereinafter referred to as the "Licensed Premises'). This Agreement is intended and shall be construed only as a revocable license to use the Licensed Premises and not as a lease or grant of any possessory or other interest. 2. LICENSED PREMISES AND USE (a) The Licensed Premises covered by this License Agreement shall be only such as described in Paragraph 1 and Exhibit "C" hereto. Licensee shall not use any premises or property that is not specifically described herein. The products Licensee shall dispense on the Licensed Premises are food and beverage products only. 100 25D-5 (b) Licensee shall at all times comply with all City regulations and any applicable Outdoor Dining Ordinance Standards and Procedures on file with the City's Public Works Agency and as provided to Licensee as part of this License Agreement. (c) The Licensed Premises may not be used by Licensee when in use by the City for City - sponsored events upon at least 24 hours' notice provided by the City. Such notice shall provide the Licensee information regarding day(s) and hour(s) and duration of the event. Licensee shall clear Licensed Premises of furnishings and shall not impede City use of the Licensed Premises when notified of all such events. (d) From time to time, the Plaza will be rented for temporary private use by the public through the City's public facility reservation program. Licensee may continue the use of the Licensed Premises as described in this Agreement and shall not infringe, disturb, prohibit, or impede all activities approved by the City under the program that may include, but are not limited to: outdoor concerts with amplified sound, parties, fairs, and specialty pop-up events. (e) Licensee shall not use, and shall prohibit its Agents or Invitees from using, the Licensed Premises other than for the uses described in this Agreement The term "Agents" shall mean Licensee's officers, directors, members, agents, employees, invitees, contractor;, subcontractors, and any employees of such parties. The term "Invitees" shall mean Licensee's invitees, guests, customers, or business visitors. 3. LICENSE FEE Upon execution of the License Agreement; Licensepcshall pay to the City, a one-time non- refundable fee of Six Hundred Thirty Six DollarsWG3.& )i payment to the City shall be made payable to the order of the "City of Santa Ana" and delivered to the Parks, Recreation & Community Services Department 4. EQUIPMENT (a) Licensee shall, at its sole cost and expense, provide portable furnishings including chairs, tables, umbrellas, and if desired, decorative barriers. No permanent barriers, fixtures, or furnishing will be permitted. (b) All equipment and furnishings and the cost of their installation shall be provided at the sole expense of the Licensee. All such equipment used within the Licensed Premises, shall be deemed to be Licensee's personal property, and shall be removed immediately by Licensee every day when the business is not open to the public and at the termination or expiration of this License Agreement. (c) Licensee shall not modify the Licensed Premises in any manner. (d) At the termination or expiration of this Agreement, concurrent with removal of Licensee's fixtures and equipment, Licensee, at its own expense, shall return the Licensed Premises to its original condition to the satisfaction of the Executive Director of the Parks, Recreation & 2 of 9 25D-6 Community Services Agency (or designee). 5. UTILITIES The Licensee shall pay all charges for fuel, gas, water, electricity, telephone services, and any other utilities necessary to carry on the operations of Licensee. Licensee may apply to the City's Building and Safety Division for a permit to run electricity to the outdoor dining area. Such permit would be for a lighting plan which abides by the requirements in the City's Outdoor Dining Standards and Procedures and pertinent City codes. 6. FOOD AND BEVERAGES (a) All food and beverages for consumption on Licensed Premises sold or kept for sale by Licensee shall conform to federal, state, county and municipal food laws, ordinances and regulations in all respects. (b) No adulterated, misbranded, or impure food or beverage shall be sold or kept for sale by Licensee, and all food or beverage shall be stored and handled with due regard for sanitation. Licensee shall not sell, give away, or serve any food or beverage in the outdoor dining area in any container made from styrofoam or any other material which, in the sole opinion of the City, will cause undue litter on or around the licensed Premises. The sale of alcoholic beverages is allowed if in compliance with all applicable federal, state and City statutes, regulations, rules and ordinances. 7. MAINTENANCE AND MAINTENANCE DEPOSIT (a) Licensee shall maintain the Licensed Premises in a neat, clan, sanitary and safe condition, to the satisfaction of the City, at the sole cost and expense of the Licensee. At its sole cost, Licensee shall, at the expiration or earlier termination of this Agreement, restore the Licensed Premises to their original condition in which they existed immediately prior to the Agreement, lave the Licensed Premises in a neat and clean condition to the sole satisfaction of City, free of trash and debris, and remove all property and materials of Licensee. (b) Upon execution of the License Agreement, Licensee shall provide a maintenance deposit in the form of a cash deposit to the Parks, Recreation & Community Services Agency in the amount of One Thousand ($1,000.00). Said deposit shall be held by the City, without liability for interest, as security for the faithful performance by Licensee of terms, covenants and conditions of this Agreement pertaining to Licensee's maintenance of Licensed Premises. (c) During the term of this License Agreement, the City shall have the right, at its option, to appropriate and apply the entire maintenance deposit or so much thereof as may be necessary to compensate the City for all damage or repairs to the Licensed Premises due to breach of this covenant on the part of Licensee. Should the entire deposit or any portion thereof be appropriated and applied by the City hereunder, Licensee shall, upon written 3 of 9 25D-7 demand of the City, forthwith remit to the City sufficient amount to restore said outdoor dining area maintenance deposit to the original sum deposited. Licensee's failure to do so within five (5) days after receipt of such demand shall constitute a breach of this Agreement. The rights and remedies granted to City pursuant to this Paragraph are in addition to City's other remedies as provided in this License Agreement and by law. The deposit will be refunded upon termination of the License Agreement after an inspection of the condition of the Licensed Premises, paving and fixtures by the City's Parks, Recreation & Community Services Department. 8. GARBAGE AND RUBBISH Licensee's management shall keep the Licensed Premises clear of litter, food scraps and soiled dishes and utensils. No boxes, barrels, supplies or rubbish in any form shall be kept, piled or stored in the Licensed Premises or surrounding areas. As required by the City, Licensee shall provide standard garbage receptacles, shall place therein all garbage and refuse, and shall arrange with the City's Sanitation Division or other approved contractor for collection from an approved location at Licensee's expense. If disposable materials are used, the Licensee shall comply with all applicable City recycling programs. 9. WARRANTIES. ALTERATIONS AND REPAIRS City makes no representation or warranty of any kind as to the condition of the Licensed Premises or any other matter relating to Licensee's use of the Licensed Premises. Licensee hereby disclaims and waives any and all objections to the physical and other characteristics and conditions of the Property. Licensee acknowledges and agrees that the use of the Licensed Premises will be on the basis of Licensee's own investigation of the condition of the Licensed Premises. The license to use the Licensed Premises is granted on an "AS -IS," "WITH ALL FAULTS" basis, without representation or warranty expressed or implied by City, or by operation of law. City expressly disclaims, which Licensee hereby acknowledges and accepts, any implied warranty of condition or fitness for a particular purpose or use. Licensee's use of the Licensed Premises shall be subject to the Licensed Premises being in a usable and safe condition at the time of Licensee's use, and Licensee shall be solely responsible for determining whether the Licensed Premises are in such condition. In connection therewith, in the event that the Licensed Premises or access thereto are damaged or obstructed, or the use by Licensee is otherwise impaired, prevented or limited, City shall have no obligation or duty to repair the damage or rectify the condition to make the Licensed Premises usable or safe. Licensee shall not make any changes or remove any portion of the Licensed Premises without first securing the prior consent of the Executive Director of the Parks, Recreation & Community Services Department (or designee). All such approved changes or removals shall be at the sole expense of Licensee. 10. SIGNS. UMBRELLAS, MUSIC AND MERCHANDISE Licensee shall be allowed to use free-standing umbrellas provided they meet the City's Outdoor Dining Standards and Procedures for placement and maintenance. No signs or advertising matter of any kind shall be displayed in the outdoor dining area, except as approved by the City's 4of9 25D-8 Planning Department. Unamplified musical instruments or sound reproduction systems are permitted in outdoor dining areas, but shall be maintained at sufficiently low volumes so as not to unduly intrude on neighboring businesses, residents, or users of the public right-of-way and the Licensed Premises. 1 1. CONDUCT Licensee shall at all times conduct its business or operate its business in a quiet and orderly manner to the satisfaction of the City. 12. NO LIENS Licensee shall not permit any mechanics', materialmen's or other liens of any kind or nature ("Liens') to be filed or enforced against the Licensed Premises or Property in connection with this Agreement. Licensee shall indemnify, defend and hold harmless City from all liability for any and all liens, claims and demands, together with costs of defense and reasonable attorneys' fees, arising from any Liens. City reserves the right, at its sole cost and expense, at any time and from time to time, to post and maintain on the Licensed Premises or Property, or any portion thereof, or on the improvements on the Property, any notices of non -responsibility or other notice as may be desirable to protect City against liability 13. INGRESS AND EGRESS The City reserves the right to enter upon the Licensed Premises covered by this License Agreement at any and all times during the term of this License Agreement. No merchandise may be stored or displayed on or about the Licensed Premises. 14. TAXES (a) Licensee shall exonerate, indemnify, and hold harmless the City from and against, and shall defend the City from and against, and shall assume full responsibility for, payment of all wages or salaries and all federal, state, and local taxes or contributions imposed or required under the Unemployment Insurance, Social Security, Income Tax laws, Workers' Compensation laws, or other laws with respect to the Licensee's employees engaged in the performance of Licensee's obligations and operations hereunder. (b) Licensee hereby recognizes and understands that this License Agreement may create a possessory interest subject to property taxation and that Licensee may be subject to the payment of property taxes levied on such interest. Any such imposition of a possessory interest tax shall be a tax liability of Licensee solely, and shall be paid for by the Licensee; and any such tax payment shall not reduce any payments due City hereunder. In addition, Licensee shall pay any personal property taxes that may become due for equipment fixtures, inventory, or other personal property installed, maintained or present on the Property. 5 of9 25D-9 15. (a) Licensee shall maintain commercial general liability insurance which shall include, but not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Licensee's use of the Licensed Premises or Property, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $2,000,000 per occurrence and $5,000,000 in the aggregate. Such insurance shall (i) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (ii) be primary and not contributory with respect to insurance or self-insurance programs maintained by the City; and (iii) contain standard separation of insureds provisions. (b) Pursuant to state law, Licensee is required to be insured against liability for worker's compensation or to undertake self-insurance. Prior to commencing the performance of services under this Agreement, Licensee agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. (c) Certificates of Insurance; Additional Insured Endorsements. Prior to execution of this Agreement, Licensee shall finish to City certificates of insurance and additional insured endorsements to each of Licensee's insurance policies, evidencing the foregoing insurance coverages as required by this Agreement. These certificates shall: i. provide the name and policy number of each carrier and policy; ii. shall state that the policy is currently in force; and iii. shall promise to provide that such policies will not be canceled, suspended, voided, reduced in coverage or in limits, or modified without thirty (30) days prior written notice of City. (d) Licensee shall maintain the foregoing insurance coverages in force throughout the term of this Agreement. City or its representatives shall at all times have the right to demand the original or a copy of all these policies of insurance, which Licensee shall provide within five (5) days of City's request. 16. COMPLIANCE WITH LAWS AND ORDINANCES Licensee shall, at its sole expense, conduct and cause to be conducted all activities on the Licensed Premises in compliance with all laws, regulations, codes, ordinances and orders of any governmental or other regulatory entity, and whether or not in the contemplation of the parties. 17. PERMITS AND LICENSES Licensee shall be responsible for obtaining all approvals, licenses, permits and permissions of Federal, State and local authorities, which may be necessary to implement Licensee's activities on the Licensed Premises. Licensee agrees and acknowledges that nothing herein is intended, nor shall it be interpreted, to bind the City to issue or grant any permits or entitlements needed to perform any work 6of9 25D-10 or improvements specified in this Agreement 18. PROHIBITION AGAINST TRANSFER The permission, rights and privileges granted under this Agreement are non-exclusive and non- transferable. Licensee shall not, either voluntarily or by operation of law, assign, transfer, mortgage or encumber this License or any obligation, right, title or interest assumed by Licensee herein, without the prior written consent of the City, which may be withheld at the sole discretion of the City. Licensee shall not sublicense, or permit, or suffer the Property or any part thereof to be used or occupied by others. If Licensee attempts an assignment or transfer of this License or any obligation, right, title or interest herein, City may at its option, immediately terminate the License and shall thereupon be relieved from any and all obligations to Licensee or to its attempted assignee or transferee. 19. WAIVERS A waiver by the City of any breach of any tern, covenant or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or condition contained herein, whether of the same or a different character. 20. INDEMNNY AND HOLD HARMLESS Licensee shall indemnify, defend, and hold harmless City, and its respective agents, officers, representatives, employees, subsidiaries and affiliates ("Covered Party) from and against any and all actions, suits, claims, demands, judgments, losses, expenses, or liabilities, injuries and damages to persons and property, including death, arising out of or related to Licensee's use of the Licensed Premises or Property, the entry by any Licensee Party on any portion of the Licensed Premises or Property or surrounding property or Facilities, or Licensee's breach or default in the performance of any of its obligations under this Agreement. If any action or proceeding is brought against any Covered Party by reason of any such claim, Licensee, upon receipt of written notice from Covered Party, shall defend the same at Licensee's sole expense with legal counsel reasonably acceptable to Covered Party. Payment shall not be a condition precedent to recovery under any indemnification in this Agreement, and a finding of liability or an obligation to indemnify shall not be a condition precedent to the duty to defend. The provisions of this section shall survive the termination or expiration of this Agreement. 21. It is understood and agreed that Licensee, in the performance of this License Agreement, will be acting in a wholly independent capacity and not as agents, employees, partners, or joint ventures of the City. This Agreement does not create a tenancy of any nature whatsoever between the City and Licensee. 22. TERMINATION City reserves the right to suspend all activities or terminate this Agreement upon Licensee's 7of9 25D-11 non-compliance with any of the terms or conditions of this Agreement. Such suspension or termination shall be effective immediately. City may otherwise revoke this License at any time by providing thirty days' written notice to Licensee. 23. NOTICES Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this section, to the following persons: To Licensee: East End Realty Partnership, LP 129 W. Wilson Street, Suite 100 Costa Mesa, California 92627 Wursthaus, Inc. 305 E. 411 Street #106 Santa Ana, California 92701 To City: City of Santa Ana 20 Civic Center Plaza, V1 Floor Santa Ana, California 92701 Attention: City Attorney City of Santa Ana Clerk of the Council 20 Civic Center Plaza, 81h Floor Santa Ana, California 92701 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hour; after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these timeframes, weekends, federal, state, County or City holidays shall be excluded. 24. GOVERNING LAW AND VENUE This Agreement shall be governed by the laws of the State of California. Any litigation or other legal proceedings that arise under or in connection with this Agreement shall be conducted in a federal or state court located within Orange County, California. The Parties consent to the personal jurisdiction and venue in federal or state court located within the County of Orange, California and hereby waive any defenses or objections thereto. 8 of 9 25D-12 25. SEVERABILITY In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the Parties hereunder. 26. ENTIRE AGREEMENT This Agreement constitutes the entire and integrated agreement of Licensee and City with respect to the subject matter hereof and supersedes any and all prior and contemporaneous oral or written negotiations, representations or agreements. IN WITNESS WHEREOF, the parties have caused this License Agreement to be executed the day and year first above written. ATTEST: NORMA MITRE Acting Clerk of the Council APPROVED AS TO FORM: SONIA CARVALHO City Attorney By: U LI A STORCK Assistant City Attorney LICENSEE: West End Realty Partnership, LP Ryan Chase CITY OF SANTA ANA KRISTINE RIDGE City Manager RECOMMEND APPROVAL: MINH THAI, Executive Director Planning and Building Agency LICENSEE: Wursthaus, Inc. Gabrie Ruiz 9of9 25D-13 EXHIBITA DESCRIPTION OF PLAZA CALLE CUATRO 325 E.4th-APN 398-326-08 E}•:8-_ qi.a; .,9 I Imo, ... ------1:328 R 327 �,I • �I y. • SIN 4 M (41�tM 25D-14 Vicinity Map EXHIBIT -B 25D-15 25D-16 Site Layout EXHIBff C 25D-17 25D-18 EXHIBIT 2 rew_Iy:hirdxafl VICINITY MAP AND SITE LAYOUT 25D-19 z c �+ r s >' r J�w� , r � F . 5•; Vicinity Map 13 _ MmM Site Layout 25D-21 25D-22 EXHIBIT 3 ATTACHMENT3 PHOTO EXAMPLES 25D-23 25D-24 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MAY 7, 2019 TITLE: APPROVE AMENDMENT WITH PLACEWORKS INC. TO MODIFY THE SCOPE, TERM AND INCREASE COMPENSATION BY $36,000 TO PROVIDE AN ENVIRONMENTAL ASSESMENT, RECREATIONAL VALUE ASSESSMENT AND NATIONAL PARK SERVICE DOCUMENTS FOR A LAND EXCHANGE, RELATED TO CENTENNIAL PARK (STRATEGIC PLAN NO. 5, 4A) /._ �CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on Is' 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 an amendment with Placeworks, Inc. by modifying the services to assess park elements that were added, to extend the agreement through November 5, 2020 and increase the compensation by $36,000 which includes $6,000 contingency, for a total $170,126 to provide an environmental assessment, recreational value assessment and additional documents required by the National Park Service to review exchanging land requirements between the Rancho Santiago Community College District site at Centennial Park with other City park sites, subject to non -substantive changes approved by the City Manager and City Attorney. DISCUSSION On March 20, 2018, the City Council approved an agreement with Placeworks, Inc. to provide an environmental assessment, recreational value assessment, and additional documents required by the NPS to review land requirements between the College and three other park sites. The City provided the NPS a draft environmental assessment and recreational value assessment report for their review. However, subsequently skate elements were added at two park sites (Sixth/Lacy and Raitt/Myrtle), and a storm water capture feature was added to one of the sites (Raitt/Myrtle) after the draft was submitted to the NPS. Due to the addition of the aforementioned features, an environmental assessment is necessary to address these elements. Therefore, City Staff is requesting an amendment to modify the scope, term and compensation of the agreement with Placeworks, Inc. in order to complete the work that remains. The College will reimburse the City for the additional cost associated with this scope of work. 25E-1 Agreement Amendment with PlaceWorks, Inc. May 7, 2019 Page 2 On November 5, 1979, the City Council approved a 30-year License Agreement with Rancho Santiago Community College District (College) to construct and operate an Adult Career Education Center (Center) at Centennial Park, under the condition the College abides to Deed Restrictions required by the Federal Government on Centennial Park. Between 2009 and 2011, the College requested a long-term license agreement in order to make improvements to the campus. However, the National Park Service (NPS) would not approve a long-term license agreement because they found that the operation of the Center did not comply with the deed restrictions for the land upon which the College is located in Centennial Park. The deed restrictions provide that the property must be used for a public park and public recreational area. In order for the City to enter into a long-term license agreement with the College, the NPS must approve a land conversion and then the City Council, transferring the deed conditions for the land upon which the Center is located to new parks sites of equal recreation value and size. The original 30-year agreement was set to expire on November 5, 2009 and the parties, under the same conditions, agreed upon a 5-year extension of the license in 2009 and again in 2014. On February 28, 2019, the NPS allowed the City to extend the license agreement between the City and College for up to two years. On March 5, 2019, the City Council approved a two-year license agreement extension with the College expiring November 5, 2021. The extension will ensure the license agreement does not lapse as the City completes the land conversion process. Below is an estimated timeline for completion of this process. May, 2019 Resume work with expanded scope May/June 2019 Prepare Reports for City Review July 2019/August Public Review Period September 2019 Present Report to City Council September 2019 Submit Final Documents to the National Park Service TBD Determination of Land Requirements Exchange by National Park Service The completion of the environmental assessment process is anticipated in September 2019, a request to extend the agreement is proposed due to unforeseen changes that occur or additional information is requested by NPS. 25E-2 Agreement Amendment with PlaceWorks, Inc. May 7, 2019 Page 3 STRATEGIC PLAN ALIGNMENT Approval of this item allows the City to meet Goal #5 — Community Health, Livability, Engagement & Sustainability, Objective #4 (Support neighborhood vitality and livability), Strategy A (Support the design and construction of parks to provide increased open space and opportunities for recreation throughout the city, construct the Roosevelt Walker Park and Community Center, and develop concepts and proposals for the Library Park in Civic Center and Centennial Santa Ana River Eco-Park). FISCAL IMPACT The proposed increase in compensation is a one-time cost and funds are budgeted and available for expenditure in the following fiscal year and account listed below. Fiscal Year Accounting Unit- Account # Fund Description Accounting Unit, Account Description Amount FY 18-19 30113260- Acquisition and Recreation/Community Services $36,000 62300 Development Acquisition and Development - Fund Contract Services Professional Total $36,000 Parks, Recreation and Community Services Agency APPROVED AS TO FUNDS AND ACCOUNT: Kathryn Downs, CPA Executive Director Finance and Management Services Agency Exhibit: 1. Agreement Amendment - Placeworks 25E-3 25E-4 EXHIBIT 1 SECOND AMENDMENT TO AGREEMENT WITH PLACEWORKS, INC TO PROVIDE RECREATIONAL VALUE ASSESSMENT FOR POTENTIAL LAND CONVERSION THIS SECOND AMENDMENT to the above -referenced agreement is entered into on May 7, 2019, by and between Placeworks Inc., a California corporation ("Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS A. The parties entered into an Agreement No. A-2018-077 dated March 20, 2018 to provide a recreational value assessment and environmental assessments in connection with a potential land conversion of City properties into recreational use sites ("Agreement"). B. The parties entered into a First Amendment (A-2018-283) of the Agreement on December 18, 2018 to extend the agreement through November 5, 2019. C. The parties now wish to expand the scope of the agreement to include an environmental assessment of proposed skate parks at two out of the three locations being considered as part of the potential land conversion and include the necessary funds to pay for the expanded scope. The parties also wish to extend the term of the agreement for a year until November 5, 2020, to allow additional time to complete the work pursuant to this Agreement. The Parties therefore agree: 1. Section 1, SCOPE OF SERVICES, Exhibit A, is augmented to include the attached Exhibit A-1 outlining the additional environmental assessment to be conducted due to the proposed addition of lighted skate parks at the 6U' Street and Raitt Street.locations. 2. Section 2, COMPENSATION, is amended to increase the compensation by thirty-six thousand ($36,000) dollars, which includes $30,000 for the expanded scope of work and $6,000 as a contingency to be used at the City's sole discretion for additional work that may become necessary pursuant to this Agreement. 3. Section 3, TERM, is amended to extend the term of the Agreement through November 5, 2020. 4. Except as modified by this Second Amendment, all terms and conditions of the Agreement shall remain in full force and effect. Pagel of 3 25E-5 EXHIBIT 1 IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment to the Agreement on the date and year first written above. ATTEST NORMA MITRE Acting Clerk of the Council APPROVED AS TO FORM SONIA R. CARVALHO City Attorney LAURA A. ROSSINI Senior Assistant City Attorney RECOMMENDED FOR APPROVAL LISA RUDLOFF Executive Director, Parks, Recreation and Community Services Agency [Second Amendment -Agreement with Placeworks] CITY OF SANTA ANA KRISTINE RIDGE City Manager CONSULTANT Name: Dwayne Mears Title: Principal Page 2 of 3 25E-6 EXHIBIT 1 EXHIBIT A-1 Additional Scope of Services Page 3 of 3 25E-7 EXHIBIT 1 April 1, 2019 Ron Ono Administrative Services Manager City of Santa Ana Parks, Recreation and Community Services Agency 20 Civic Center Plaza Santa Ana, CA 92701 Subject: CEQA/NEPA Documentation for Parkland Substitution for the Rancho Santiago Community College's Lease at Centennial Park Dear Mr. Ono We understand the City is considering a change to the plans forsubstitute parks at 61h Street and Raitt Street to include a lighted skate area and a stormwater retention facility (i.e., river rock bioswales). Adding a skate facility to these parks will substantially change the character of the parks, which are currently designed to serve as community gardens, which are passive, walkable parklets. Adding skate areas will convert portions of parks to active use. Lighted skate facilities can be expected introduce noise, traffic and parking impacts that would not occurwith the current proposals. Especially, lights extending park use as late as 10 pm, given the adjacency to residential properties, may generate significant impacts and public opposition. This letter identifies the potential impacts that may occur as a result of the change to the project and scope of work required to address those issues. 10 P3514_10 101911-3:731 G3 tt Place Works will revise the noise and vibration assessment for the project based on the proposed skate park with lighting. Impacts from the construction and operational phases of the proposed project will be addressed. PlaceWorks proposes to collect noise monitoring data at or adjacent to a comparable skate park through a field survey including up to four short-term (15 minute) noise measurements. Long-term operational noise impacts will he primarily related to project -generated traffic and recreational (skating and voices) noise. The traffic forecasts included in the project's traffic study will be used to update the traffic noise impact assessment relative to project -related vehicle trips. Project -related construction noise may change depending on any changes to the proposed overall construction schedule and equipment for use. An assessment of temporary noise and vibration impacts during project construction activities will be conducted using industry -standard analysis techniques and using scheduling, equipment mix, hauling, and truck trip information (as provided by the applicant). Vibration impacts will be assessed per criteria included in the FTA's guideline document on noise and vibration impact assessment. The findings of the technical analyses and impact assessment will be provided in a noise and vibration section of the IS/MND, along with mitigation measures (for example, the skate park if operating at night may need to be enclosed in a building due to the proximity to nearby residences). Pertinent calculations and technical information will be provided in an attached appendix. 3 MacArthur Place, Suite 1100 1 Santa Ana, California 92707 1 714.966.9220 1 PlaceWorks.com 25E-8 EXHIBIT 1 lI I , 11 *. L This scope does not include attendance at public meeting or hearings or response to public comments. Should additional work be requested and needed, these would be billed in addition to the proposed scope and budget. TRAFFIC AND PARKING The original proposal for walkable community gardens at these locations were expected to attract people in the immediate neighborhood without generating traffic or parking demand. The skate facilities lighted to allow evening use as late as 10 pm will change how the parks are used. We will observe other skate parks within evening use to gain a projected traffic rate and review this project in that context. AIR QUALITY/GHG The additional traffic generated by the skate facilities will require modification of construction emissions, plus addition of auto -related emissions. AESTHETICS/LIGHT AND GLARE While we do not have lighting plans, the lights will be on stanchions tall enough to be visible from off -site and adjacent residences. Daytime visual impacts will be evaluated along with light spillover and glare. We prepare a lighting analysis showing spillover in foot-candles at the property line and visual simulations of the two parks at two locations, each. We will work with the City to determine the appropriate light spillover significance threshold, if a standard has not been established. HYDROLOGY/WATER QUALITY The environmental document will review hydrology and water quality impacts based on the project plans and studies provided by the project engineer. This will include a description of drainage areas, stormwater volumes and method of maintaining water quality via the bioswale. CEQA/NEPA DOCUMENTATION The CEOA/lnitial Study and the NEPA/Environmental Assessment will require modification, including project description/graphics, alternatives (NEPA), etc. This will also require an additional review of the draft documents by the City and NPS. We are assuming that the analysis will conclude all impacts are less than significant or less than significant with mitigation. COST ESTIMATE Table 1 presents our estimated cost to complete the additional work to revise the park projects to include skate facilities. This assumes that that the CEOA/NEPA clearance will remain with an IS/EA and an EIR/EIS will not be necessary. If this changes, we will require an additional amendment to the budget. Sincerely, PLACEWORKS Dwayne Mears, AICP Principal April 1, 2019 1 Page 2 25E-9 EXHIBIT 1 Table 1 Cost Estimate TASK COST Noise $7,080 Traffic/Parking 5,500 Air Quality/GHG 3,600 Aesthetics/Light and Glare 6,600 CEQA/NEPA Document Revisions 5,000 Project Management 1,600 Subtotal $29,380 REIMBURSABLES Noise Meter $150 Office Expenses (2%of labor) 587 Subtotal $698 TOTAL .. $29,967 Thank you for this opportunity to continue to serve the City of Santa Ana. We look forward to the successfully completion of this project. April 1, 2019 1 Page 3 25E-10 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MAY 7, 2019 TITLE: APPROVE PURCHASE AGREEMENT FOR REAL PROPERTY ACQUISITION FOR WARNER AVENUE IMPROVEMENTS PHASE 1 (PROJECT NO. 14-6802) IN THE AMOUNT OF $520,000 (NON -GENERAL FUND) (STRATEGIC PLAN NOS. 6, 1G; 3, 2C) CITY I%4NAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1s' 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 Purchase Agreement in the amount of $464,100 for the real property full acquisition and $55,900 for goodwill benefits with the property owner listed below, subject to nonsubstantive changes approved by the City Manager and City Attorney: Property Owner Property commonly Acquisition Amount known as / location Type Alejandro and Elida 2247 S. Rousselle St. Full $520,000 Rodriguez (APN 016-101-29) DISCUSSION Warner Avenue is classified as an East-West Major Arterial in the City's General Plan Circulation Element and the County of Orange Master Plan of Arterial Highways. Improving the one -mile segment of Warner Avenue from Main Street to Wright Street has been a long-term priority project that is being constructed in several phases. Improvements include widening from a four - lane roadway to a six -lane arterial to address safety issues and provide adequate vehicular capacity; and installing parkway, raised median landscape, storm drain, protected bike lanes, sound walls, street lights, and traffic signals. The City is acquiring properties for the development of Phase 1 of the Warner Avenue Improvements project, bounded by Main Street and Oak Street. Construction is anticipated to begin in mid-2019. The property acquisition is necessary to accommodate the street improvements for Phase 1 (Exhibit 1). The purchase offer was determined based on the appraised value prepared by a State of California licensed appraiser and accepted by the property owner. The compensation 25F-1 Purchase Agreement for Real Property Acquisition Warner Avenue Improvements Phase 1 May 7, 2019 Page 2 amount listed above is incorporated in the attached agreement (Exhibit 2). As stipulated in the agreement, the City will deposit a $55,900 Benefits Payment, which includes relocation assistance, relocation benefits, purchase price differential, moving expenses, any potential interest differential and eligible nonrecurring incidental costs, in escrow together with the full property acquisition purchase price of $464,100. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #6 — Community Facilities & Infrastructure, Objective #1 (establish and maintain a Community Investment Plan for all City assets), Strategy G (develop and implement the City's Capital Improvement Program in coordination with the Community Investment and Deferred Maintenance Plans). Approval of this item also supports the City's efforts to meet Goal #3 — Economic Development, Objective #2 (create new opportunities for business/job growth and encourage private development through new General Plan and Zoning Ordinance policies), Strategy C (support business development and job growth along transit corridors through the completion of critical transit plans/projects). ENVIRONMENTAL IMPACT On September 1, 2015, City Council approved the Warner Avenue Final Environmental Impact Statement (SCH No. 2012101004). FISCAL IMPACT Funds in the amount of $520,000 are available in the Warner Avenue Improvements Project (No. 14-6802) for expenditure in FY 2018-19 as follows, subject to nonsubstantive changes: Fiscal Accounting Unit- Fund Description Accounting Unit, Amount Year Account Number Account Description FY 18-19 03217663-66100 Measure M-Street Measure M2 Competitive $348,075 April -June Construction Street, Land FY 18-19 05917668-66100 Select Street Select Street $116,025 April -June Construction (City of Construction, Land Tustin Contribution FY 18-19 03217663-66220 Measure M-Street Measure M2 Competitive $41,925 April -June Construction Street, Improvements Other than Building FY 18-19 03417660-66220 New Transportation New Transportation $13,976 April -June System Improvement System Improvement Area Area E E, Improvements Other than Building Total Agreement Amount: 1 $520,000 25F-2 Purchase Agreement for Real Property Acquisition Warner Avenue Improvements Phase 1 May 7, 2019 Page 3 Fuad S. S Executive Public We 'u PE, PLS Agency FSS/EWG/JG/KN APPROVED AS TO FUNDS AND ACCOUNTS: /ldk� KathAo Downs, OPA Executive Director Finance and Management Services Agency Exhibits: 1. Location Map 2. Purchase Agreement — APN 016-101-29 25F-3 25F-4 fg.Trarral ORANGE AV CYPRESS AV MAIN ST ® SUBJECT PIWERTT -ACCUIRED PROPERTIES SANTA ANA TITLE P WAPURCHASE FT L—" • k-107-2� — .• 16.103 2 • J KILSON DR OAK ST ROUSSELLE ST 1016-090-22 DELHI PARK I I016-090-21 f Q I �1 Oa 1 O R I OI 2 6 IG OQ I OI- Q 2 1016-090-25 1 — MAPLE ST MATCH SEE TOP LEFT FOR WARNER AVENUE DJECT N0:146M 5 25F-5 25F-6 PURCHASE AND SALE AGREEMENT FOR ACQUISITION OF REAL PROPERTY AND RELATED BENEFITS AND BILATERAL ESCROW INSTRUCTIONS THIS AGREEMENT (hereinafter "PSA"), entered into on MnaC%4 -1T'{ 2019, between the CITY OF SANTA ANA, a charter city and municipal corporation duly organized under the Constitution and laws of the State of California (hereinafter "City" or "Buyer"), and Alejandro Rodriguez and Elida Rodriguez, husband and wife as joint tenants, (hereinafter "Seller"), regardless of number or gender; THEREFORE, for and in consideration of their mutual promises, covenants and agreements, and subject to the terms, conditions and provisions of this PSA, Seller agrees to sell to City, and City agrees to purchase from Seller, that certain real property (hereinafter "Said Real Property") legally described as follows: SEE EXHIBIT "A" - Legal Description ATTACHED HERETO AND BY THIS REFERENCE MADE A PART HEREOF (Commonly known as 2247 South Rousselle Street, Santa Ana, CA) (APN:.016-101-29) Said purchase and sale of Said Real Property shall be in accordance with and subject to all of the following terms, conditions, promises, covenants, agreements and provisions, to wit: 1. Conveyance by Seller. Seller agrees to convey said real property to City, by Grant Deed, at the office of Commonwealth Title Company at 4100 Newport Place Drive, Suite 120, Newport Beach, California within sixty (60) days from and after the date on which the City has approved this Agreement. 2. Title to be Conveyed. Seller agrees that, except as may hereinafter be otherwise expressly provided, said real property, shall be conveyed by Seller to City, as aforesaid, free and clear of any and all conditions, restrictions, reservations, exceptions, easements, assessments, profits, limitations, encumbrances (whether monetary or non -monetary, general or specific, including any and all leasehold interests), liens, clouds or defects in title except those exceptions shown in Paragraph 15 below. Seller hereby warrants that the title to said real property to be conveyed by Seller to City shall be free and clear as provided above. Seller further agrees that acceptance by City of any deed to said real property, with or without knowledge of any condition, restriction, reservation, exception, easement, assessment, profit, limitation, encumbrance (whether monetary or non -monetary, general or specific, and including any and all leasehold interests), lien, cloud or defect in title, shall not constitute a waiver by City of its right to the full and clear title hereinabove agreed to be conveyed by Seller to City, nor of any right which might accrue to City because of the failure of Seller to convey title as hereinabove provided. 3. Title Insurance. Seller agrees to deliver to City, concurrently with the conveyance of said real property to City, within the time and at the place hereinabove specified for said conveyance of said real property, a policy of title insurance to be issued by the above mentioned title company, with the City therein named as the insured, in the amount of Four Hundred Sixty -Four Thousand One Hundred and no/100 Dollars ($464,100.00),insuring the title of the City to said real property is free and clear of any and all conditions, restrictions, reservations, exceptions, easements, assessments, profits, limitations, encumbrances (whether monetary or non -monetary, general or specific, and including any and all leasehold interests), liens, clouds or defects in title, excepting such specific ones as city may hereinafter expressly agree to take subject to. Acceptance by City of any such policy of Insurance, whether such insurance complies with the requirements of this paragraph or not, shall not constitute a waiver by City of its right to such insurance as is herein required of Seller, nor a waiver by the City of any rights of action for damages or any other rights which may accrue to City by reason of the failure of Seller to convey title or to provide title insurance as required in this Agreement. EXHIBIT 2 25F-7 4. Escrow. City agrees to open an escrow at the office of Commonwealth Title Company, 4100 Newport Place Drive, Newport Beach, California, (the Escrow Agent) within five (5) days from and after the date on which the City has approved this Agreement. This Agreement constitutes the joint escrow instructions of the City and the Seller and a duplicate original of this Agreement shall be delivered to the Escrow Agent upon the opening of the escrow. Escrow to close within sixty (60) days of the City's execution of this Agreement. If escrow is not in a condition to close by the Close of Escrow, and failure to close is due to unforeseen conditions of title or interest of third parties in the Property that cannot be resolved in Escrow, then buyer may, at its option, request cancellation of escrow and this Agreement and return of any funds it has deposited into escrow. Thereupon, all obligations and liabilities of the Parties under this Agreement shall cease and terminate. If no such request is made, Escrow shall be closed as soon as possible thereafter. Buyer shall be entitled to possession of the Property immediately upon close of Escrow. The Escrow Agent hereby is empowered to act under this Agreement, and upon indicating its acceptance of this Section 4 and of the General Provisions described in Exhibit "B" attached hereto and incorporated herein by this reference, in writing, delivered to the City and to the Seller within five (5) days after delivery of this Agreement, shall carry out its duties as Escrow Agent hereunder. City agrees to bear and Escrow Agent is hereby authorized to charge to the City the cost of any transfer taxes, recording fees, cost of title insurance, re -conveyance fees, document preparation fees, escrow fees and any other closing costs incidental to the conveying of said real property to City. Penalties for prepayment of bona fide obligations secured by any existing deed of trust or mortgage shall be waived pursuant to Civil Code Procedures Section 1265.240. The liability to the Escrow Agent under this Agreement is limited to performance of the obligations imposed upon it under Section 4, Section 6, Section 8 and Exhibit "B" of the General Provisions of this Agreement. S. Property Taxes. Such real property taxes, if any, on said real property for the fiscal year within which said real property is conveyed to City as are unpaid at the time of said conveyance shall be cleared and paid in accordance with the provisions of Section 4986 of the Revenue and Taxation Code of the State .of California. Seller shall be eligible fora refund under Section 5096.7 of the Revenue and Taxation Code of the State of California for that portion of property taxes on said real property for said fiscal year which have been paid prior to the date the deed conveying said real property to City is recorded which Is allocable to that portion of the fiscal year which begins on the date the deed conveying said real property to City is recorded and made uncollectible if unpaid by reason of Section 5086 of the Revenue and Taxation Code of the State of California. To the extent that Seller has prepaid any taxes or assessments attributable to the Property; Seller shall be solely responsible for obtaining any refund due thereon from the taxing authority. Upon written request. Buyer shall assist Seller, at Seller's sole cost, in obtaining said refund, if any; however, in no case shall Buyer credit or otherwise pay Seller for that refund, if any, through or outside of Escrow. All unpaid taxes on said real property for any and all years prior to the fiscal year within which said conveyance is made shall be paid by Seller before conveyance of said real property to City. 6. Payment of Purchase Price and Other Benefits. A. City agrees to pay to Seller, and Seller agrees to accept from City, as and for the full purchase price for said real property the total sum of Four Hundred Sixty -Four Thousand One Hundred and no/100 Dollars ($464,100.00). City agrees to deposit said purchase price in escrow with the Escrow Agent within THIRTY (30) days from and after the date on which the City has approved this Agreement, and the Escrow Agent is hereby authorized to pay the same to Seller upon and after: 1. Conveyance of said real property by Seller to City as hereinabove provided; ii. Acceptance by City of a Grant Deed conveying said real property to City; 25F-8 III. Delivery to City of the policy of title insurance as hereinabove provided; iv. Recordation of the Deed conveying said real property to City. B. Under California Relocation Assistance Law, Government Code Section 7260, et seq., the implementing regulations set forth in California Code of Regulations, Title 25, Chapter 6, Section 6000, et seq., and if applicable, the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, 42 U. S. C. Section 4601, et seq. and 49 CFR part 24, and, if applicable, the California Eminent Domain Law, California Code of Civil Procedure, Section 1230.010, et seq., City may be required to pay Seller certain relocation benefits, moving expenses, reestablishment expenses, just compensation, severance damages, compensation for loss of goodwill, litigation expenses, attorneys' fees and costs, damages for inverse condemnation, damages for unreasonable pre -condemnation delay, damages for unreasonable pre -condemnation activities and other expenses and losses associated with City's acquisition of the said real property and Seller's moving from the said real property (collectively, "Benefits"). City agrees to pay Seller and Seller agrees to accept from City as total compensation for Benefits the sum of Fifty -Five Thousand Nine Hundred Dollars $66,900.00 ("Benefits Payment"). City agrees to deposit the Benefits Payment in escrow together with the full purchase price for real property referenced in paragraph 6 (A) above with the Escrow Agent within THIRTY (30) days from and after the date on which the City has approved this Agreement, and the Escrow Agent is hereby authorized to pay the same to Seller upon close of escrow. C. Seller acknowledges and agrees that the purchase price and Benefits Payment described in Sections 6(A) and 6(B) above constitute full satisfaction of any and all obligations of the City to Seller, including without limitation any obligations for relocation assistance, relocation benefits, purchase price differential, moving expenses, any potential interest differential, eligible non -recurring incidental costs, loss of business. goodwill (if any), compensation for personal property, furniture, fixtures and equipment, interest, attorneys' fees, fees, or damages of any nature. 7. Possession. Seller agrees to deliver to City, on the date the Deed conveying said real property to City is recorded, quiet and peaceful possession of said real property, which shall be made free by Seiler of all personal property. a. No later than fourteen days (14) days after close of escrow, Seller shall have removed all merchandise, inventory, equipment, personal property, and/or removable trade fixtures from the Property. Any merchandise, inventory, equipment, personal property, and/or removable trade fixtures at the Property as of three days after close of escrow shall be deemed abandoned by Seller on that date. b. If Seller does not vacate the Property by the above stated date, the Seller agrees to have the Court immediately issue a Writ of Possession and/or Assistance, directing the Marshall or Sheriff of Orange County to take physical possession of the Property in favor of the City. Seller waives the right to have the City file an unlawful detainer action, as well as waive the right to any hearing or any requirements for an application by City to obtain the Writ of Possession and/or Assistance and waives any and all rights to object to the issuance of said Writ if Seller does not vacate the Property by fourteen (14) days after close of escrow. 8. Rental and Occupancy By Seller. Seiler agrees to execute a complete, current and correct statement of rentals (Seller Estoppel) on a form furnished to Seller by City and deliver same to City within fifteen (15) days hereof with copies of any written leases or rental agreements attached. All rents will be 25F-9 prorated as of the close of escrow on the basis of a 30-day month/360-day year consistent with that statement, subject to approval of City. Seller hereby agrees not to rent any units on the premises which are vacant as of the date that this agreement is executed by seller, or which may be vacated by present occupants prior to close of escrow. In return, the City agrees to reimburse seller lost rentals incurred by keeping units vacant through the close of escrow. Seller agrees that any and all Tenant Security Deposits pertaining to the subject property collected by or in the possession of Seller prior to the close of escrow shall be transferred to and become the property of City during escrow. Seller hereby warrants that the rental statement referred to shall include the terms of all rental agreements, tenancies, and leases (written, unwritten, recorded, or unrecorded) and Seller agrees to hold City harmless from all liability from any such leases or agreements. Seller also warrants that there are no oral or written leases on all or any portion of the subject property exceeding a period of one month. 9. Waivers. The waiver by City of any breach of any covenant or agreement herein contained on the part of the Seller shall not be deemed or held to be a waiver of any subsequent or other breach of said covenant or agreement nor a waiver of any breach of any other covenants or agreements contained herein. 10. Heirs, Assigns, Successors -in -Interest. This PSA, and all the terms, covenants and conditions hereof, shall apply to and bind the heirs, executors, administrators, successors and assigns of the respective Parties hereto. 11. Time Is of the Essence. In all matters and things hereunder to be done and in all payments hereunder to be made, time is and shall be of the essence. 12. Just Compensation. Seller acknowledges and agrees that said purchase price is just compensation at fair market value for said real property and includes payment for fixtures & equipment (improvements pertaining to the realty), goodwill (if any), and severance damages. 13. Acknowledgment of Full Benefits and Release A. By execution of this Agreement, Seller, on behalf of himself, his heirs, executors, administrators, successors and assigns;, hereby acknowledges that this Agreement provides full payment for the acquisition of the Property by Buyer, and Seller hereby expressly and unconditionally waives any claim for compensation for injury to the remainder ("severance damages"); precondemnation damages; claims for inverse condemnation; loss of goodwill and/or lost profits; loss or impairment of any "bonus value" attributable to any lease; damage to or loss of improvements pertaining to the realty; damage to or loss of machinery, fixtures, inventory, equipment and/or personal property; any right to repurchase, leaseback from Seller, or receive any financial gain from, the sale of any portion of the Property , or challenge Buyer's adoption of a resolution of necessity, pursuant to Code of Civil Procedure sections 1245.245; any right to receive any notices pursuant to Code of Civil Procedure section 1245.245: any right to enforce any other obligation placed upon Seller pursuant to Code of Civil Procedure sections 1245.245, 1263.025 and 1263.615; any other rights conferred upon Sellers pursuant to Code of Civil Procedure sections 1245.245 and 1263.615 and 1263.025; and attorney's fees and costs. It being understood that this is a complete and full settlement of all acquisition claims, liabilities, or benefits of any type or nature whatsoever relating to or in connection with the acquisition of the Property by Buyer. This release shall survive the Close of Escrow. B. This Agreement arose out of Buyer's efforts to acquire the Property through its municipal authority. Seller, on behalf of himself, his heirs, executors, administrators, successors and assigns, hereby fully releases Buyer, its successors, agents, representatives (including attorneys), and assigns, and all other persons and associations, known or unknown, from all claims and causes of action by reason of any damage which has been sustained by Seller, or may be sustained by Seller, as a result of Buyer's efforts to acquire the Property or to construct the works of improvement thereon, or any preliminary steps thereto. This Agreement does not, and shall not be construed to, require Seiler to 25F-10 indemnify Buyer for damages which may arise as a result of Buyer's efforts to construct improvements on the Property. This acknowledgment and release shall survive the Close of Escrow. 14. Notices. The mailing address of the City of Santa Ana is 20 Civic Center Plaza, M-36, P.O. Box 1988, in the City of Santa Ana 92701, County of Orange, State of California. The mailing address of the Seller is 2247 South Rousseile Street, Santa Ana, CA 92707. 15. Exceptions. City agrees to accept title to said real property subject to the following: NONE. 16. Entire Agreement. It is mutually agreed that the Parties hereto have herein set forth the whole of their Agreement. Performance of this PSA by City shall lay at rest, each, every, and all issue(s) that were raised or could have been raised in connection with the acquisition of Said Real Property by City. ii. This agreement is the result of negotiations between the parties and is intended by the parties to be a final expression of their understanding with respect to the matters herein contained. This agreement supersedes any and all other prior agreements and understandings, oral or written, in connection therewith. No provision contained herein shall be construed against City solely because it prepared the agreement in its executed form. 17. Hazardous Waste. Neither Seller nor, to the best of Seller's knowledge, any previous owner, tenant, occupant, or user of the Property used, generated, released, discharged, stored, or disposed of any hazardous waste, toxic substances, or related materials ("Hazardous Materials') on, under, in, or about the Property, or transported any Hazardous Materials to or from the Property. Seller shall not cause or permit the presence, use, generation, release, discharge, storage, or disposal' of any Hazardous Materials on, under, in, or about, or the transportation of any Hazardous Materials to or from, the Property. The term "Hazardous Material" shall mean any substance, material, or waste which is or becomes regulated by any local governmental authority, the State of California, or the United States Government, including, but not limited to, any material or substance which is (i) defined as a "hazardous waste", "extremely hazardous waste", or "restricted hazardous waste" under Section 25115. 25117 or 25122.7, or listed pursuant to Section 25140 of the California Health and Safety Code, Division 20, Chapter 6.5 (Hazardous Waste Control Law), (ii) defined as "hazardous substance" under Section 25316 of the California Health and Safety Code, Division 20, Chapter 6.8 (Carpenter -Presley -Tanner Hazardous Substance Account Act), (III) defined as a "hazardous material", "hazardous substance", or "hazardous waste" under Section 25501 of the California Health and Safety Code, Division 20, Chapter 6.95 (Hazardous Materials Release Response Plans and Inventory), (iv) defined as a "hazardous substance" under Section 25281 of the California Health and Safety Code, Division 20, Chapter 6.7 (Underground Storage of Hazardous Substances), (v) petroleum, (vi) asbestos, (vii) polychlorinated biphenyls, (viii) listed under Article 9 or defined as "hazardous" or "extremely hazardous" pursuant to Article 11 of Title 22 of the California Administrative Code, Division 4, Chapter 20, (ix) designated as a "hazardous substances" pursuant to Section 311 of the Clean Water Act, (33 U.S.C. S1317), (x) defined as a "hazardous waste" pursuant to Section 1004 of the Resource Conservation and Recovery Act, 42 U.S.C. S6901 et sec. (42 U.S.C. S6903) or (A) defined as a "hazardous substances" pursuant to Section 101 of the Comprehensive Environmental Response, Compensation, as amended by Liability Act, 42. U.S.C. S9601 et sea. (42 U.S.C. S9601). 18. Compliance With Environmental Laws. To the best of Seller's knowledge the Property complies with all applicable laws and governmental regulations including, without limitation, all applicable federal, state, and local laws pertaining to air and water quality, hazardous waste, waste disposal, and other environmental matters, including, but not limited to, the Clean Water, Clean Air, Federal Water Pollution Control, Solid Waste Disposal, Resource Conservation Recovery and Comprehensive Environmental Response Compensation and Liability Acts, and the California Environment Quality Act, and the rules, regulations, and ordinances of the city within which the subject property is located, the California Department 25F-11 of Health Services, the Regional Water Quality Control Board, the State Water Resources Control Board, the Environmental Protection Agency, and all applicable federal,.state, and local agencies and bureaus. 19. Indemnity. Seller agrees to indemnify, defend and hold the City harmless from and against any claim, action, suit, proceeding, loss, cost, damage, liability, deficiency, fine, penalty, punitive damage, or expense (including, without limitation, attorneys' fees), resulting from, arising out of, or based upon (i) the presence, release, use, generation, discharge, storage, or disposal of any Hazardous Material on, under, in or about, or the transportation of any such materials to or from, the Property, or (ii) the violation, or alleged violation, of any statute, ordinance, order, rule, regulation, permit, judgment, or license relating to the use, generation, release, discharge, storage, disposal, or transportation of Hazardous Materials on, under, in, or about, to or from, the Property. This indemnity shall include, without limitation, any damage, liability, fine, penalty, punitive damage, cost, or expense arising from or out of any claim, action, suit or proceeding for personal injury (including sickness, disease, or death, tangible or intangible property damage, compensation for lost wages, business income, profits or other economic loss, damage to the natural resource or the environment, nuisance, pollution, contamination, leak, spill, release, or other adverse effect on the environment). This indemnity extends only to liability created prior to or up to the date this escrow shall close. Seller shall not be responsible for acts or omissions to act post close of this escrow. 20. Contingency. It is understood and agreed between the parties hereto that the completion of this transaction, and the escrow created hereby, is contingent upon the specific acceptance and approval of the City herein. The execution of these documents and the delivery of same to Escrow Agent constitute said acceptance and approval. 21. Modification and Amendment. This PSA may not be modified or amended except in writing signed by the Seller and City. 22. Partial Invalidity. Any provision of this PSA that is unenforceable or invalid or the conclusion of which would adversely affect the validity, legality, or enforcement of this PSA shall have no effect, but all the remaining provisions of this PSA shall remain in full force. 23. Captions. Captions and headings in this PSA, including the title of this PSA, are for convenience only and are not to be considered in construing this PSA. 24. Governing Law. This PSA shall be governed by and construed in accordance with the laws of the State of California. 25. No Reliance By One Party On The Other. Each party has received independent legal advice from its attorneys with respect to the advisability of executing this PSA and the meaning of the provisions hereof. The provisions of this PSA shall be construed as to their fair meaning, and not for or against any party based upon any attribution to such party as the source of the language in question. 26. No Third Party Beneficiary. This PSA is intended to benefit only the Parties hereto and no other person or entity has or shall acquire any rights hereunder. 27. Duty To Cooperate Further. Each party hereby agrees that it shall, upon request of the other, execute and deliver such further documents (in form and substance reasonably acceptable to the party to be charged) and do such other acts and things as are reasonably necessary and appropriate to effectuate the terms and conditions of this PSA, without cost. 28. Applicability of Agreement To Assignees. This PSA shall be binding upon and shall inure to the benefit of the successors and assigns of the Parties to this PSA. 25F-12 29. Authority to Execute Agreement. Each undersigned represents and warrants that its' signature herein below has the power, authority and right to bind their respective parties to each of the terms of this PSA, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. 30. Incorporatlon of Exhlblts. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this PSA. 25F-13 IN WITNESS WHEREOF, the Parties hereto have executed this PSA on the date and year first written above. SELLER: Alejandro Rodriguez and Elida Rodriguez, husband and wife as joint tenants Alejandro Rodriguez 644- J Elida Rodriguez City/Buyer City of Santa Ana KRISTINE RIDGE City Manager Attest: Norma Mitre -Ramirez Acting Clerk of the Council Approved as to Form: L..- Jo M. Funk Assistant City Attorney FOR APPROVAL: Date: Mkrpctf 7Ttf 2019 Date: H A V C 14 7 Tff , 2019 Date: .2019 Date: .2019 Date: I tar"cA 1(8 _,2019 Fuad Sweiss, PE, PLS Date: 2019 Executive Director Public Works Agency 25F-14 EXHIBIT "A" LEGAL DESRIPTION THE LAND REFERRED TO HEREIN IS SITUATED IN COUNTY OF ORANGE, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: LOT 6 IN BLOCK J OF TRACT NO. 668, IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 20, PAGE 5, OF MISCELLANEOUS MAPS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. EXCEPT THE NORTH 52.09 FEET OF LOT 6. ALSO EXCEPT THE EAST 124.00 FEET THEREOF. ALSO EXCEPT THE WEST 40.00 FEET THEREOF. Assessor's Parcel Number: 016-101-29 25F-15 EXHIBIT "B" (Commonwealth Land Title Company) GENERAL ESCROW PROVISIONS All disbursements shall be made by Escrows check. All funds received in this escrow shall be deposited in one or more of your general escrow accounts with any bank doing business in the State of California and may be transferred to any other general escrow account or accounts. The expression "close of escrow" means the date on which Instruments referred to herein are filed for record. All adjustments are to be made on the basis of a 30-day month. Recordation of any, instruments delivered through this escrow, if necessary or proper in the issuance of a policy of title insurance called for, is hereby authorized. There shall be no proration of any existing insurance policies in this escrow. You are to furnish a copy of these instructions, amendments thereto, closing statements and/or any other documents deposited in this escrow to the lender or lenders, the real estate broker or brokers and/or the attorney or attorneys involved in this transaction upon request of such lenders, brokers or attorneys. Should you before or after close of escrow receive or become aware of any conflicting demands or claims with respect to this escrow or the rights of any of the parties hereto, or any money or property deposited herein affected hereby, you shall have the right to discontinue any or all further acts on your part until such conflict is resolved to your satisfaction, and you shall have the further right to commence or defend any action or proceedings for the determination of such conflict. The parties hereto jointly and severally agree to pay all costs, damages, judgments and expenses, including reasonable attorney's fees, suffered or incurred by you in connection with, or arising out of this escrow, including, but without limiting the generality of the foregoing, a suit in interpleader brought by you. In the event you file a suit in interpleader, you shall ipso facto be fully released and discharged from all obligations imposed upon you in this escrow. If for any reason funds are retained or remain in escrow, you are to deduct therefrom a reasonable monthly charge as custodian thereof of not less than $10.00 per month. Time is declared to be the essence of these instructions. If you are unable to comply within the time specified herein and such additional time as is required to make an examination of the official records, you will return all documents, money or property to the party entitled thereto upon satisfactory written demand and authorization. Any amendment of and/or supplement to any instructions must be in writing. The seller agrees to sell and the buyer agrees to buy the property herein described upon the terms hereof. These escrow instructions, and amendments hereto, may be executed in one or more counterparts, each of which independently shall have the same effect as if it were the original, and all of which taken together shall constitute one and the same instruction. 25F-16 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MAY 7, 2019 TITLE: APPROVE AGREEMENT WITH UTILIWORKS FOR AUTOMATED METER INFRASTRUCTURE PLANNING AND IMPLEMENTATION SERVICES IN AN AMOUNT NOT TO EXCEED $896,530 (NONGENERAL FUND) (STRATEGIC PLAN NO. 6, 1) CITY MANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 151 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 an agreement with Utiliworks Consulting, LLC., to provide Automated Meter Infrastructure planning and implementation services, for a four-year period commencing May 7, 2019, and expiring May 6, 2023, with the provision for a one-year extension, in an amount not to exceed $896,530, including an $815,027 project fee and a 10% contingency of $81,503 in the Water Administration and Engineering Fund, for the term of the agreement, subject to non -substantive changes approved by the City Manager and City Attorney. DISCUSSION The City of Santa Ana supplies potable water to over 45,000 customers, which includes all of the City's 334,800-plus residents, businesses, and institutions. The customers are metered by traditional water meters; these meters are manually read every two months to collect the meter readings, then the data is processed to generate the water bill. As of October 2016, Black & Veatch, Inc., completed an Automated Metering Infrastructure (AMI) feasibility study, which concluded that it is more efficient and most effective for the City to upgrade its water metering system to AMI. The AMI project is estimated to take 3 years to implement at a total cost of approximately $16.6 million and would yield approximately $10.0 million in benefits. In 2018, with the support of Assemblymember Daly, the State of California awarded the City a $4.0 million grant for implementation of an AMI system. The Public Works Agency continues to pursue additional grant and low interest loan opportunities to deliver this project at the best value. The proposed AMI system will meet the City's strategic goals by providing an enhanced customer service portal, customer water consumption data availability, distribution leak detection system, 25G-1 Agreement to Utiliworks for AMI Planning and Implementation Services May 7, 2019 Page 2 smart water meters, monthly billing cycles and cash flow improvements. An AMI system will also enable the City to provide customer service improvements by providing much greater detail on individual water account consumption, which can reduce the occurrence of a high water bill, reduce billing problems and customer frustrations, and also enable customers to proactively manage their own water consumption. The City is committed to pursuing an AMI system to convert all water meters to smart meters based on new available technologies. Due to the size of the service area, the rapidly changing water metering technology, and complexity of billing system integration and customer service, the Black & Veatch study recommended for the City to select an AMI program advisor and industry consultant to assist in developing detailed requirements, documentation and provide procurement support. The AMI program advisor will engage in performing an unbiased and comprehensive industry review and business case analysis for the potential implementation of AMI and make recommendations to the City and manage the transition to a full AMI system. On September 11, 2018, the City issued a Request for Proposals (RFP) for AMI Planning and Implementation Consultant on the City's Planet Bids website, as well as the City website. Seven proposals were received and evaluated by a selection committee based on criteria as outlined in the RFP. Listed below are the responding firms and their respective scores: Firm Location Preliminary Score Utiliworks Consulting, Inc. Baton Rouge, LA 88.8 Excergy Denver, CO 86.0 MeterSYS Corona, CA 74.6 West Monroe Partners Los Angeles, CA 70.1 MC Engineering Folsom, CA 65.9 KRE Consulting Pasadena, CA 62.6 SL-Serco St. Anthony, MN 60.7 The top two scoring firms were invited to interview with staff and provide a presentation on their firm, proposal, and approach for meeting the City's needs. At the conclusion of the presentations and interviews, staff ranked the firms as follows: Rank Firm Location 1 Utiliworks Consulting, Inc. Baton Rouge, LA 2 Excergy Denver, CO In accordance with the RFP, staff recommends awarding a contract to Utiliworks. Their proposal and presentation demonstrated a high technical competency and experience performing similar services from start to finish. The proposal contained a clear path toward achieving City goals and objectives as required by the RFP. 25G-2 Agreement to Utiliworks for AM[ Planning and Implementation Services May 7, 2019 Page 3 STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #6 - Community Facilities & Infrastructure, Objective #1 (establish and maintain a Community Investment Plan for all City assets). ENVIRONMENTAL IMPACT There is no environmental impact associated with this action. FISCAL IMPACT Funds are budgeted and available in the Water Administration and Engineering Account (No. 06017645-62300) for expenses in FY 2018-19, and budgeted to account for anticipated expenditures. The remaining balance of $803,741 will be budgeted in subsequent fiscal years as follows: Fiscal Year Accounting Unit— Fund Accounting Unit, Account Amount Account No. Description Description 2018-19 06017645-62300 Water Water Admin Engineering, $92,789 (May -Jun) Contract Services - Professional 2019-20 06017645-62300 Water Water Admin Engineering, $502,239 Contract Services - Professional 2020-21 06017645-62300 Water Water Admin Engineering, $169,000 Contract Services - Professional 2021-22 06017645-62300 Water Water Admin Engineering, $51,000 Contract Services - Professional 2022-23 06017645-62300 Water Water Admin Engineering, $81,502 Contract Services - Professional Total Amount: $896,530 APPROVED AS TO FUNDS AND ACCOUNTS: r w Q---- - 4(AW2 Fuad S Weiss, PE, PLS I<a ryn Do s, CPA Executi Director Executive Director Public rks Agency Finance and Management Services Agency Exhibits: 1. Agreement 2. RFP No. 18-064 25G-3 25G-4 AGREEMENT TO PROVIDE PLANNING AND IMPLEMENTATION SERVICES FOR THE AUTOMATED METER INFRASTRUCTURE PROJECT THIS AGREEMENT is made and entered into this 7th day of May, 2019 by and between UtiliWorks Consulting,_�L-LC ("Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS A. On September 11, 2018, the City issued Request for Proposal No.18-064, by which it sought a consultant to provide professional planning and implementation services for the City's Automated Meter Infrastructure Project, by which the City intends to to convert existing water meters to "smart" meters based on new available technologies. B. Consultant submitted a responsive proposal that was selected by the City. Consultant represents that it is able and willing to provide the services described in the scope of work that was included in RFP No. 18-064. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional contracting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Consultant shall perform the services that were described in the scope of work that was included in RFP No. 18-064 and as more specifically delineated in Consultant's proposal, which is attached as Exhibit A and incorporated in full. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services under this Agreement, the rates and charges identified in Exhibit B. The total sum to be expended under the tern of this Agreement, including any extension periods, shall not exceed $896,530. This sum is comprised of (1) the base amount of $815,027 and (2) a 10% contingency in the amount of $81,503 for additional services at the City's sole discretion. b. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of Pa e 1 of 69 2p;6*;5 performance set forth in the Recitals and Scope of Work, which may reasonably be expected by City. 3. TERM This Agreement shall commence on the date fast written above and terminate on May 6, 2023, unless terminated earlier in accordance with Section 17, below. The term of this Agreement may be extended for a one-year period upon a writing executed by the City Manager and City Attorney. 4. PREVAILING WAGES Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the services being performed are part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 5. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be.construed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subconsultants to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subconsultant prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Page 2 of 69 Z59 6 Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subconsultants, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, volunteers and representatives as additional insured(s); (b) be primary with respect to insurance or self-insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. C. Worker's Compensation Insurance. In accordance with the California Labor Code, Consultant, if Consultant 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, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Consultant is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. C. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: (i) Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. (ii) Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. (iii) Certificates and policies shall state that the policies shall not be cancelled or reduced in coverage or changed in any other material aspect, by consultant, without thirty (30) days prior written notice to the City. (iv) Consultant shall supply City with a fully executed additional insured endorsement. f. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. 8. INDEMNIFICATION Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, consultants, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Consultant or its subconsultants, agents, employees, or other persons acting on their behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless- agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Consultant's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. 9. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend, indemnify and hold harmless the City, its officers, agents, representatives, and employees against any and all liability, including costs, and attorney's fees, for infringement of any United States' letters patent, trademark, or copyright contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. Pa e 4 of 69 2X, 18 10. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 11. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 12. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interest and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 13. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) M 69 P.O. Box 1988 Santa Ana, CA 92702-1988 Executive Director Public Works Agency City of Santa Ana 20 Civic Center Plaza (M-21) P.O. Box 1988 Santa Ana, CA 92702 To Consultant: UtiliWorks Consulting, LLC 2351 Energy Drive Suite 1010 Baton Rouge, LA 70808 A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these timeframes, weekends, federal, state, County or City holidays shall be excluded. 14. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant regarding the subject matter herein, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 15. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. PPaage6 of 669 29C e617TO 16. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 17. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 18. NON-DISCRIMINATION Consultant shall not discriminate because of race, color, creed, relation, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities or in connection with any activities under this Agreement. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 19. JURISDICTION -VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 20. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder 2BITT1 and required by the laws and regulations of the United States, the State of California, the City of Santa And and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 21. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact,.held by the signatory or is withdrawn. b. All exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: Norma Mitre Acting Clerk of the Council APPROVED AS TO.. FORM SONIA R. CARVALHO City Attorney By: Jfn M.Funk Assistant City Attorney RECOMMENDED FOR APPROVAL Fuad S. Sweiss, PE, PLS Executive Director Public Works Agency CITY OF SANTA ANA Steven A. Mendoza Acting City Manager CONSULTANT me: a Pennington Title: President & CEO Page 8 of 8 2 a e of 691 1 Deliver to: City of Santa Ana ATTN: Cesar Barrera, P.E. 20 Civic Center Plaza Santa Ana, CA 92701 UuMod<s Consuiurg. LLC. 2351 Energy Di. STE 1010 Baton Rouge, LP. 70808 225.766.4188 Office 225 612.6404 Fax www utili'.voiics.com Strategic Utility Consulting m of 9 01 2 Rf3IT 13 1. Cover Letter 9 =eNks Strategic Utility Consulting To: Cesar Barrera, P.E. City of Santa Ana Public Works Agency From: Kody Salem, Principal UtiliWorks Consulting, LLC RE: Request for Proposals (RFP) for AMI Planning and Implementation Consultant UtiliWorks Consulting, LLC (UtiliWorks) appreciates the opportunity to submit this proposal in response to the RFP issued by the City of Santa Ana (City, Santa Ana) to provide advisory services related to advanced metering infrastructure (AMI) solution design and optimization, procurement, and system deployment oversight. We acknowledge we have received Addendums 1,2, and 3. UtiliWorks offers professional services to assist utilities in the evaluation, design, procurement, and implementation of AMI and smart metering solutions. This is the exclusive focus of our company. In that regard, we are interested in this opportunity, as we believe that we are uniquely positioned to guide the City regarding its AMI implementation initiative. We understand that the City has conducted an initial study to determine AMI feasibility for its approximately 45,,000 customers and is seriously considering, the execution of a "Design, Build, Run, and Transfer" model for its AMI implementation. We applaud the City's initiative to increase efficiencies and provide excellence in utility operation and customer service. We are confident that the City's AMI initiative is an excellent fit for our services and the long-range solutions that must be developed. We would like to highlight the key areas we believe differentiate us from other firms. Evidence supporting these points has been provided throughout this proposal. These key differentiators are: 1. A Tailored Solution for Your Unique Environment. In performing our initial engagement with the City, we plan to utilize a comprehensive approach in developing a detailed implementation plan and analyze how an AMI implementation can positively impact each department, not solely focusing on the meter -to -cash functions. As part of our regular engagements, UtiliWorks helps our clients determine which technology applications make sense for their unique environments. This includes budgeting, planning, selection of the appropriate technology, and providing implementation support and oversight. Working in conjunction with utility personnel, our team can create an optimum solution for the City because we do not associate our recommendations with a particular technology, and we have no vendor affiliations. This allows us to independently guide utilities towards a "best -fit" solution without outside influence. Although independent, our executives at our firm have strong working relationships and direct access to top level personnel at AMI vendor organizations. This helps to expedite resolution of any issues that may arise during a 21Page Pa a 10 of 69 4p16 -114 project. Our team also has a robust pricing database which further assists in developing estimates and negotiating the most favorable terms possible for our utility clients. 2. Agile and Adaptable Consulting Firm that Specializes in this Market Space. We are a smaller, highly -focused company with subject matter experts who have deep roots in the AMI market. Being a smaller consulting firm focused on AMI, we typically have a Lower cost compared to large multi -national engineering firms. We will provide the City and its members full access to our senior staff and executives. We have excellent client references from utilities who desire a more agile organization with a tailored delivery strategy. Our team is known for our "hands-on" experience with technology, vendors, and owners in both pilot and full deployment environments. You will see evidence of our work with virtually all the leading vendors in this space. We believe our team has more true deployment experience (versus theoretical understanding) than any other consulting firm in this sector. Our references are the best way to confirm this. 3. Industry Recognition: Our staff have worked on many advanced metering engagements on behalf of utility clients over the past 13 years, and we are very familiar with utility operations across all functional areas. By utilizing a strategic approach which includes public outreach and benefits verification, we have assisted our clients in receiving industry accolades. These include: a. Orangeburg Department of Public Utilities, SC ("Best Smart Infrastructure Project of the Year", CS Week 2015) b. Albuquerque Bernalillo County Water Utility Authority, NM ("Best Smart Infrastructure Project", CS Week 2013) c. City of Ruston, LA ("Smart Grid Project of the Year", Utility Automation and Engineering T&D Magazine, 2010) d. City of San Marcos, TX ("Best Smart Infrastructure/Grid Project", CS Week 2010 and "AMI Project of the Year", DistribuTECH 2O09) Many of our clients have been featured in both international trade journals and local newspapers based on the.success of their automated metering projects. We are very proud of our clients' accomplishments and will always seek to gain them the recognition they deserve. We are very excited about the opportunity to work with the City. We think you will find that our firm's personnel and experience exceed all minimum consultant requirements as listed in the RFP. We are confident that our team will connect with the City of Santa Ana in a cost- effective way that will yield great results. Respectfully submitted, Kody Salem Principal UtiliWorks Consulting, LLC ksatem@utitiworks.com 2351 Energy Drive Suite 1010 Baton Rouge, LA 70808 P (615) 375-6396 F (225) 612-6404 31Page 2�=`'i 5 IT 2. Table of Contents 1. Cover Letter......................................................................................... 2 2. Table of Contents.................................................................................. 4 3. Agreement Statement............................................................................. 4 4. Executive Summary ................................................................................ 5 5. Company Information.............................................................................. 9 FirmExperience....................................................................................... 9 TeamExperience.....................................................................................10 6. Technical Approach...............................................................................12 ProjectMethodology.................................................................................12 Scopeof Services.....................................................................................14 Mobilization and Project Kickoff................................................................14 Stateof Industry Review.........................................................................14 RequirementsWorkshop..........................................................................14 ImplementationPlan..............................................................................15 StaffingPlan.......................................................................................15 RFPDevelopment..................................................................................15 RFPAdministration................................................................................16 Response Evaluation Support....................................................................16 Contracting Et Negotiations Support............................................................16 Implementation Program Management.........................................................16 Implementation Program Management Optional Services...................................17 Schedule............................................................................................... 20 7. References......................................................................................... 21 Pastand Present Clients............................................................................ 21 ClientReferences.................................................................................... 27 8. Fee Proposal....................................................................................... 30 9. Appendix............................................................................................31 TeamResumes........................................................................................ 31 ExecutedForms...................................................................................... 38 3. Agreement Statement We are in concurrence with the terms in the standard agreement provided in RFP as ATTACHMENT 2 and take no exceptions. 41Page 2BflilEff ,16 4. Executive Summary It is UtiliWorks' understanding that the City of Santa Ana has already taken steps to assess the feasibility of AMI "technology for its customers, including related operational technologies, such as Meter Data Management (MDM) software. By refining an AMI system solution with UtiliWorks, the City will be able to better realize the project objectives outlined in the City's 2016 feasibility report: providing higher levels of customer service and water usage information to enable water conservation by customers, and improving the water system operations and efficiency. Through our experience interacting with utilities, vendors, and our own research, we have gathered a wealth of information of various AMI technologies. Our understanding provides valuable insight to the best suitable AMI technologies for the City's specific situation and needs. Provided below is an example knowledge capture work product of water AMI solutions in a matrix form. We are familiar with all major water AMI technology vendors while maintaining vendor -neutrality. • I - � wobr MlY µFobulio WaterAMISolutions T Proprietary Information; Vendors Names Withheld rxeJzx,v vxssM V FC m s: Nt ILYIr CGY¢dINF PLC Gr lr Z1 FF FF PF P; I N° I FP 1 P t 5F Fi Ce.. 'PmreC'i<m MNY+.VP1YaN PAP n,4Ci 0}111 Ci!.q P!'.N 1:6++ Lily VW i.Y.91 Pi641 G"P Oii'J I:It } �iPCCV"-_y Y Y F Y.V A N V I 11 N Y li LPJhbIIAVI •:4+]E ho 512 0.:M 659 {94a +w1p R¢nstll" P1�GL1 &U,hEt ii9;5 Q` 11, ;9 Z-}t 90}.9}8 .- I , uuw.eldnm Dti9'T i i-- ., _ aa�- Y I r t - A 1 IY 1_ v �Y Irnrran 0V9'.Jaa.xAC.tavr. FI V Y ._ 1 r,y'r'Toiiml5rtnaq;<eLtpl + 6a F} 1A }lJ 1 +} 5 ( 1 + 1 I6ay0.'J'ltmsy Lrn bell 'b� 1}t9Pm MFh 1+AFYP C IOP,. }J m '., iN:avl Pe2lmeMe Gu'arze roe'_ 1 ICYiUSg� Y Y y y Y Y N Y Y Y Figure 1- UtifiWorks AMI Vendor Matrix Because technology and services in the industry have grown since the time the City's feasibility report was commissioned, UtiliWorks is able to leverage its experience in AMI procurement, contracting, and deployment to engage in knowledge -share with the City and fill in gaps regarding AMI solutions. Using our institutional knowledge, UtiliWorks is well -prepared to make recommendations to City on all aspects outlined in the City's RFP, including: A. Smart Metering Technology B. Data Collection Network C. Communication Method D. System Head -End Control Computer and Software E. Meter Data Management Software F. Endpoint Installation 51Page P:a �e/13 off 6g 01 2 gxTRBIT T 7 G. Hosting H. Staffing Considerations for Smart Metering Technologies I. Schedule J. Preparation of Solicitation Documents K. Installation/Implementation Period Project Management Each of the above items will be thoroughly addressed (and always are addressed) during the tasks in our proven 'UtiliWorks Advantage' approach detailed in Section 3 of this proposal. Prior to solicitation for an AMI solution, UtiliWorks will memorialize all recommendations and decisions in a formal implementation plan. This plan will serve as the driving reference document throughout AMI procurement and implementation. UtiliWorks can help the City navigate the procurement process, allowing the City's AMI Committee to design and optimize a solution that fulfills the City's unique needs. Utih-Works has a wide range of subject matter experts (SMEs) who have helped define the technical requirements and specifications of clients' systems and have created "Capabilities Workbooks" for vendors to fill out alongside their proposal submittal. These workbooks allow clients to itemize and prioritize specific functional criteria and evaluate vendor proposals on a granular level. A sample workbook excerpt is shown below. Cdry of Lawrence Requlramentd and Caab8mes-AMI System ole —• . a ro o'.ai R. mnm.m _. ., r+• . .,,a,• �. mNN , _. .. vmddrR. mn Wm.'a—, ,..,. _.,. - m..Mlse.m sMP: NM.ryNnnmM Iln<IFe traM. a tiler wa,, am Ne Ga to wfy Iaa�/im1W dart., mean WI .n Genal MA I Iwatlm'I WIF Madam. f Oma an as.'I'IlMaRma WO eemked CurtM M.. 'WykvnrarnwLh, mna.Mtl M tl,W Wa ndaanO.PWk model, lLulan�M1m.dma adl rAAGR taro Me.1 eaPPP"td.(N Lsum and lanl, wmw,,ed*m m, Ilddudn, b.t ml HAW t Megan W.I., wake Motu 4.nmldle a [AMA), WtRwk 1 GawLhty Fade INescL redmal Rm,ind Future Ba. C,mmaw"tlaa caadnlm Idcq, am Mdnn Wum.l Rebne faNaa, MRtna analdw a Mat Inmlvra Wm Pa Gay..Gem MSa, a A."k W.I.RmWtrm aFerRF<emnN<.tlm„ am Ahl Ina. R.hIvJ a ha k Ideal b, M nnda. The Gtyl MWllk.am GenaIM4 d aDl1<anmunkadme.1."am fa Mfi WZO � ThiN PaMGHam Gm.nIMA a 1U4m,aFVfdamf all melm mlb nnaL Re 'W CmtaNaall.n r<nI MA 6 MAN u<Ibn.rd MteMmr.rcm wpe Ne.deM, I.m. ImNdeamedadd Pdnlmla 1padhaapNllAlea empmn hale Nil. a 11— Na ed G.1AAa 1 ennl R,ed Mlankaanmmd<.dm Wdm.an h dawn. xae aNay. FWd.. n.aad dW PNry aad,sa In y<Ndo-mmae.d tilde G.mal Ma a aaM:In da mam NO WIm k <mnenkalM WWI man h Atl<a to Naw m Nlwanaaan lmery ImnrNeakl" tla ,epVA Gemm.l M9 a ntw.. F h nrt min baN. la atiA yw RR9 Inm Imma ReRuiN rem roll enrol dean .wR a a.maq IgaN .red nparted m cony Me M.daN Mandm< aelvd . Gral M4 a 'Gale<ar rk aiAwa [ mdMa hum F M GmanI M9 11 1 F WA 4.rcnl aFa id FM mlimmnn My have TI ntlm 411u1 Re Gen IOM 1) k 4,nn14N la parnm naa .mn."d a. d G.rcalara Id W. hhra R b.d Gemal Are 16 'eemmNN"dml lle ham R bed fnrcnl MA iP .mAd..,a, mlaadenM. m G.nnl Ma to Su Im.aal Ma nllMbn lanea,v.d e a d Figure 2 -Example Requirements and Capabilities Screen Clip UtiliWorks is experienced in developing such deliverables for a number of smart metering technology components, including: AMI networks, MDM Systems, water meters, installation processes, and metering equipment. 61Page 2Rar;18 UtiliWorks will be able to provide assistance in development of a Request for Proposals (RFP) package, as well as solicitation of proposals, addressing vendor questions, preparation of and participation in pre -proposal and shortlist meetings, and technical and cost evaluation. Post -procurement, the installation of AMI equipment/software(s) usually involves multiple vendors, with several moving parts. We have the program management expertise to manage all these variables. By combining our team's wealth of industry knowledge, the application of Project Management Institute (PMI) best practices, and a hands-on approach, we help to manage, and effectively reduce, the City's overall program risk while ensuring successful outcomes. Having managed many similar projects and the associated vendors who will be involved, we are keenly aware of the field construction/installation requirements as related to site and structural conditions/inspections, traffic flow, and overall project safety concerns. Our scope of services is designed around a proven, phased -based approach. This approach is perfectly suited to manage the City's proposed "Design, Build, Run, and Transfer" business model, providing structure, as well as well-defined evaluation and exit criteria. We will work on your behalf, "as an extension of your staff," ensuring your interests are the primary focus throughout the effort. Our ultimate goal is to facilitate the best -quality AMI solution on time and on budget. Our appointed Project Manager (PM) will work with the City's PM to develop a detailed project plan, which is used to guide and control all tasks and services associated with the smart metering project. The project plan identifies each individual task via a detailed work breakdown structure that includes the level of effort required to complete tasks, timeline for completion of tasks, dependencies (predecessor and successor relationships), responsible party (vendor, client, etc.), and current status of each task. aMJ Ir.¢M W.d 11ad11a 0.101:111 - M1e%tl.PiaX YePury iudVzVI' Marl H o Vt' veM1d lHMrtemndrv. Iw Veals 1. LINE, 0 Vt. veNm iApSMi. pd(led Rµ'p'a r.00:! owl, "kNn.O p104r1IkSYivmfn4lllaMe! Ia11N/Il www1ells •aNM,meP°Wlemdl. Nm lllll/11 'ARIL F J 'Id.lvienlNV M.iM Ivlal/II WNl/lf/IL ��i 'kn Nlfan o,d.Imm Iw4R/IL 1r1411AAS •km./i.mmmi.Cmulf.Snr.11ep!rmn1 —Vnnl irunml 'krtmJM.enIll. "w411110 1611.4" C� '.Vpk NMdOybyrron N 111011s R Ipjll L�J "l.4 M1WV O.pIvlmY Iililpw1i ". Aral •Iylp.HINAN.dd.6,Mi1,\n FaullAs Nnaltin '![U 141er InfWJ'arneµr4m M.#JlAi IAilllfli l�J 'W"A'Awle a,81t lI&XII N Iislll •,,.twin! P1,1"pl m+4npt 'IrJrvnaN.RepdYve. wlaf,uli MIM I P) 'lniu! 1.1awll Weighlis k"pOtUMIM. ,M.I1711i R Ifts VJ ' 1.1 NPI",M ptwowty. billw1% ",IO 's S� Figure 3 - Example Rolled -up Project Plan In being tasked with day-to-day vendor management, we lessen the burden on your organization and free up your resources. As the supporting project manager, we will provide vendor contract administration and management services. We will review all vendor invoices and compare the proposed payment request to the contracted milestones. Another key role as your project manager is to create and maintain open communications among all stakeholders. Our project manager will lead formal, recurring status meetings with the core 7 1 P a g e 401719 team members to ensure that the project tracks to the milestones set forth in the project plan. Additionally, we are in constant communications with various project participants, following up on action items, work products, and fielding questions on a daily basis. Our team will provide structured oversight of activities to ensure that all project components are executed in a timely, organized fashion and completed to the project definition and expectations. We will work together with the City to institute an overall Quality Management program for the deployment, allowing for smooth transfer of ownership of the system to the City. Each project participant will have specific roles and responsibilities as it relates to the overall quality program. Figure 4 - QA/QC Model Management responsibility encompasses establishing a high-level presence and environment to facilitate activities and a fundamental commitment to quality. Each vendor will be responsible for quality control efforts as it relates to its contracted scope of work. In addition to implementation program management to support the "Design, Build, Run, and Transfer" model, we have provided optional pricing for services that can accommodate any level of deployment support needed. We are able to provision service for: • Proof of Concept Planning • Systems Integration Oversight • Training Oversight • Testing Oversight • Business Process Re -engineering • Communications Campaign • Full Deployment Quality Assurance/Quality Control • Data Optimization To support the City in its AM[ initiatives and to facilitate the activities described herein, we have outlined a technical approach that focuses on network delivery of utility data and business work flow changes that will drive performance throughout the organization. The services requested by the City fit squarely into our service model, with a clear path of progression. 8 1 P a g e P 0 62 O 5. Company Information Firm Experience UtitiWorks is a privately held company. We have approximately 24 full-time employees and 5 part-time employees. Please see below for the UtiliWorks Consulting profile. Ut 571 Consa LLC 2351 Energy Drive Contact: Dale Pennington Contact Suite 1010 Phone: (225) 766-4188 Information Baton Rouge, Louisiana 70808 Fax: (225) 612-6404 Website: www.utiliworks.com Email: doennineton@utiliworks.com Business Utility -focused professional services firm Focus, Advanced metering and associated technology design and deployment Attributes Project management and implementation support Company Founded:2005 FEIN:20-5167904 Information Limited Liability Company DUNS: 825164713 • Feasibility Studies • Strategic Planning • Financial Modeling and Data Analytics • RFP Development and Procurement • Business Process Re -Engineering • Systems Design and Services Integration • Program Management • Communications • Expert Witness Testimony - Revenue Assurance • Grant Writing and Reporting • Rate Studies Together with our clients, UtitiWorks advances business and technology solutions Company which strategically enhance utility operations. We focus on the deliveryof your Mission technology system and the requisite business process changes that will drive performance throughout your organization. Corporate Office in Baton Rouge, Louisiana Location Associate offices in California, Florida, Illinois, Indiana, Kansas, Minnesota, Nevada, New York, North Carolina, Ohio, South Carolina, Tennessee, Texas, and British Columbia Chase Bank Banking 451 Florida Street, 71h floor, Suite 726, Baton Rouge Louisiana 70801 Attention: Michelle Boudreaux Phone: (225) 332-7718 Insurance Juban Insurance Group and 4319 Bluebonnet Boulevard, Baton Rouge Louisiana 70809 Bonding Attention: Dave Peek Phone: (225) 291-0405 Graves -Carley, LLP 2137 Quail Run Drive, # B, Baton Rouge, Louisiana 70808 Legal Attention: Allen Graves Phone: (225) 757-7676 Fax: (225) 757-1771 91Page 2%;,OO1 aI UtiliWorks has worked across the United States and abroad with utilities in their advanced metering infrastructure (AMI) initiatives. Since our founding in 2005, we have had over 80 clients (both past and present). The breadth of our experience and speak to UtiliWorks' ability to provide benefits for our clients regardless of their geography or topology. Our recommendations are informed by a detailed review of your utility's service area and unique characteristics. We have served 14 clients specifically in California, including: • Alameda County Water District, CA • Azusa Light and Water, CA • City of Buena Park, CA • City of Oceanside, CA • City of Riverside, CA Team Experience • City of Roseville, CA • City of Santa Rosa, CA • City of Signal Hill, CA • Long Beach Water Department, CA • North Marin Water District, CA The core team proposed below has experience in RFP development, project planning and deployment program management. UtiliWorks has strong client references and testimonials to support our value during each of these phases. Our unique qualifications include: True field deployment experience versus theoretical understanding, as compared to other consulting firms. Complete end -to -end capabilities to address all components of an AMI deployment project, beginning with AN planning/feasibility study and procurement, leading into deployment planning, systems integration, installation inspection, quality control, business process re - engineering, customer engagement/communications and overall project management. � �kodySalem Executive Sponsor loe Kelly Don Rankin ng/Oeployment Water Operations SME SME Parvathl Murall MDM,IT/OTSME On -Demand Resources as Needed,',. Kara Truschel—Rusiness Process SME„ Steve'Nees—IT/OTSME Athens Sllaban-Analyst - KlerraRhomas' Public'Relatlons Analyst KodvSalem- A brief synopsis of the proposed team members' background and percentage of time allocated to the project is provided below. Full resumes can be found in the Appendix. 10(Page Pa a ^18 of 69 2&r11 92 >iyame, Title, and ;, Background and Skills lo�atiarn °,:, Devoted to _ Pro�ert _ � Y 'Range Rellects Various. Pro ectPhases -. Kody Salem • UtiliWorks Consulting Principal 5 Provide support and executive oversight on for utility Principal, UtiliWorks technology initiatives such as Smart Grid/AMI and Executive Sponsor SCADA systems Location: Nashville, • Over 27 years of technical operations and TN management experience • Background in radio frequency, instrumentation, and controls technologies Nicole Griffin • Project Management Institute (PMI) certified Project 10-15 Manager and Black Belt in Six Sigma Program Manager . Performs industry research, preparing critical Location: Baton documentation including in-depth reporting, Rouge, LA performing feasibility studies and developing communications campaigns for utility clients • Involved in various UtiliWorks projects with similar services to what is proposed for ACSA, including Fort Worth Water Department TX, Sewerage and Water Board of New Orleans LA, Alameda Municipal Power CA, City of Killeen TX, Orangeburg Department of Public Utilities SC City of Ruston LA Bret Vonder Reith • Mr. Vonder Reith brings over 25 years of project 50-60 management, information systems development and Project Manager application integration experience for a variety of Location: Encinitas industries to include Utility customers. CA • Bret's background includes over 20 years as an Information Technology data integration specialist and consultant. • Bret is a proven leader, successful at leading complex projects and achieving organizational goals and objectives. Bret is a certified Project Management • Professional (PMP) with the Project Management Institute. Joe Kelly • Over fourteen (14) years of project management, 10.20 installation and consulting experience for utility Metering/Deployment customers SME a Over eight (8) years as an installation contractor in Location: Laughlin, the AMI field for water, electric and gas utilities NV • Involved in various UtiliWorks project providing guidance on AMI deployment projects 111Page Page 19 of 69 2`r,43 Name, Title, and Location Background and Skills % Time Devoted to Project - Range Reflects Various . Pro ect Phases Don Rankin . Electrical Engineer and experienced utility manager 5-10 Water SME with 19 years leading Water, Wastewater and Stormwater Utility Operation and Maintenance, Location: Topeka, KS Capital Programs and Customer Service Operations. He is an innovative big picture thinker with strong analytical reporting skills. • Serving as a water subject matter expert for multiple advanced meter infrastructure (AMI) assessments • Planning and executing technology programs related to AMI and meter data management systems (MDMS) that meet water utiLity goals and objectives Parvathi Murali . Experience in software implementation, data 5-10 analytics, AMI, Meter Data Management and strategy MDM, IT/OT SME consulting Vancouver, British • Involved in various UtiliWorks projects with similar Columbia services to what is proposed for Santa Ana, including Anchorage Municipal Light and Power AK, Fort Worth Water Department TX Long Beach Gas and Oil CA 6. Technical Approach Project Methodology UtiliWorks uses a_proven project methodology called UtiliWorks Advantage' for Utility Technology projects, as illustrated in the proceeding page. The services requested by the City of Santa Ana's AMI stakeholder committee (areas A-K in RFP) fit squarely into our service model, the UtiliWorks AdvantagelA. The key to this successful model is that for every technology consideration there is a corresponding Business Process aspect that must assessed. Each task presented in this scope of services section is expected to build upon previous tasks and knowledge of the City's operations in order to ensure a successful deployment process. The Feasibility Study conducted by Black i3 Veatch lays the foundation for the "Assess" step of AMI implementation, and the scope described herein encompasses the remaining building blocks through the Install step in the UtiliWorks Advantage°". Additionally, the UtiliWorks Advantage'" is flexible enough to provide structure to any implementation the City chooses to engage in, including the "Design, Build, Run, and Transfer" business model. 12I Page Pa e20 of 69 2;24 2Pa a 1=f�9� IT Scope of Services Mobilization and Project Kickoff UtiliWorks will establish communication with the City's project sponsor or point of contact and schedule the formal kickoff meeting. The kickoff meeting Will introduce project participants, formalize project goals and objectives, level -set on project plans and solidify next steps for UtiliWorks involvement. This task also allows time for the UtiliWorks project team to become familiarized with the City and their project needs prior to kickoff. During mobilization, UtiliWorks will initiate data requests to understand the City's procurement requirements and RFP timeline. Deliverables: Project Charter, Project Schedule, Kickoff Presentation State of Industry Review The State of the Industry is an interactive discussion designed to provoke thought and prompt questions. Our expert team details key concepts underlying the current state of the AMI and smart metering industry and share important design considerations when embarking on a new technology project. Topics for this session include: data collection network, communication methods, headend software control, meter data management systems and hosting options. This session can be included during project kickoff to set the stage for requirements definition. We also delve into the success stories of other utilities and discuss how to avoid the pitfalls. Deliverables: State of the Industry Presentation Requirements Workshop We use the information gleaned in the State of the Industry to understand the City's preferences and requirements. Findings from this session, as well as the data requests and kickoff, Lead to a solid foundation for our experts to develop an initial requirements list. This list will be refined onsite during a requirements workshop. A combination of requirements will be covered in the workshop with dedicated sessions around the different technology and options in scope for the RFP. Ultimately, the requirements workshop will be used to arrive at a foundational set of requirements to be used in the City's RFP. Some areas for consideration: • Functional Requirements - What does CLIENT want this new technology to do? • Tete-Communications Requirements - Does CLIENT have existing structures to mount communications equipment and what backhaul methods are available? • Business Requirements - What business needs are fulfilled by AMI? • Integration Requirements - How does CLIENT want this new technology to interface with other systems? • Performance Requirements - What measures of performance should be specified in the RFP / Scope of Work for the vendor to satisfy the business requirements of CLIENT? • Reporting Requirements - What types of reports and reporting tools will CLIENT need to optimize the information available with AMI? • Procurement Requirements - What are the rules CLIENT must follow to procure equipment and professional services? Deliverables: List of Requirements and Capabilities (attachment for RFP) 141Page Page 22 of 69 25046 Implementation Plan UtiliWorks will collaborate with the City's team to develop the recommended implementation strategy for AMI and related programs. In general, our methodology divides the project work into specific phases, each with its own measurable outcome which builds from the previous phase. This roadmap represents a long-term plan to illustrate how various deployments can take place, and it will serve to memorialize the recommendations and decisions made regarding the areas of concern as outlined by the City (smart metering technology, data collection network, communication method, system head -end control computer and software, meter data management software, endpoint installation, hosting, staffing consideration for smart metering technologies, schedule, preparation of documents, and installation/implementation period project management. UtiliWorks will consider budget cycles and cost requirements, resource allocation, training requirements, workflow development, infrastructure requirements, and system integration in determining the implementation roadmap. The plan will include a recommended schedule for inclusion in the RFP, which accounts for full meter replacement and endpoint installation. Deliverables: Implementation Plan Staffing Plan Udifflorks will work with City's PM and stakeholder committee to develop a proposed project staffing plan that will include identification of the project Steering Committee, proposal response Evaluation Team, the Core Project Team, and SMEs that will continue to contribute throughout the life of the project. UtiliWorks will provide an expected time commitment for each, depending on roles and responsibilities. As part of this effort, UtiliWorks will work with the City to determine and anticipate potential temporary and permanent positions that may be required during and post -deployment. The staffing plan will also provide a guide for converting the current Meter Shop and Billing positions into new, post -deployment positions and assist with the development of new job descriptions, retraining methodology, etc. Deliverables: Staffing Plan, Draft Job Descriptions RFP Development UtiliWorks will prepare the solicitation documents (RFP and attachments) with the intent to provide the vendor community with the essential information to prepare a robust response that is tailored to the procurement strategy at the City. UtiliWorks will incorporate the scope of work into the City's standard RFP boilerplate and review with the City team (including purchasing and legal) to ensure that all requirements are accurately reflected. It is anticipated that there will be several iterations for the RFP draft creation and the RFP draft review until we reach to the point where the RFP is complete and acceptable for publication. UtiliWorks will also compile a comprehensive list of potential proposers (which may or may not include: Communications/Network, AMI, MDMS, Meters/Materials, Installation) that would represent viable options to satisfy the goals and requirements of the City. Deliverables: Publish -ready RFP, Vendor List and Contact Information 151Page PP�agee 23 of 69 26A619% RFP Administration UtiliWorks will assist the City with those tasks that must be managed once the RFP is released including: (a) advertising the RFP; (b) setting the agenda and leading a pre -proposal meeting; (c) receiving and responding to vendor questions; and (d) publishing any necessary addenda. Deliverables: Pre -Proposal Meeting Agenda, Compiled Question/Answers from Proposers Response Evaluation Support Prior to the receipt of responses, the UtiliWorks PM Will work with the City's PM to organize and schedule the proposal review process. As the responses are received, UtiliWorks team of SMEs immediately starts the evaluation process alongside the City's designated Evaluation Team, UtiliWorks Will summarize key components of each proposal and analyze each cost proposal. When lining up the cost proposals side -by -side, it is common to discover that each vendor quote differs in some fashion, making it difficult to perform an apples -to -apples comparison. We minimize this challenge with how we structure the RFP response requirements and our analytical approach to cost normalization. UtiliWorks will work With the City throughout the evaluation process to arrive at a shortlist of recommended candidates. We Will work with the City's Evaluation Team to customize the shortlist meeting agenda and outline questions for each vendor interview. Our team will attend the shortlist interviews and ensure that candidates answer questions comprehensively and to the City's satisfaction. UtiliWorks can also assist With reference checks and help to arrange site visits, so that the City may obtain useful feedback from the experiences of other water utilities. At the end of the evaluation process, we will work With the City team to weigh the pros and cons of each shortlist candidate so that the City can arrive at a final selection. Deliverables: High Level Proposal Summary, Cost Normalization, Shortlist Interview Agenda/Questions, Shortlist Interview Summaries Contracting & Negotiations Support UtiliWorks Will provide guidance and support to the City during contract negotiations With the selected vendor(s). Our experts will review and provide editorial for the proposed vendor contract and SOW, determine whether the SOW complies with requirements and negotiate terms that are as favorable as possible for the City. This includes a review of contractual items surrounding mass meter and endpoint installation as defined by the City. UtiliWorks Will work with City staff and the respective vendor(s) to: identify and document specific systems acceptance criteria; identify and document expected deliverables to be produced; and, identify price concessions. UtiliWorks will actively participate in discussions / negotiations with the selected vendor on behalf of the City. Deliverables: Scope of Work/Contract Revisions and Recommendations Implementation Program Management UtiliWorks will provide implementation management oversight to support deployment of the City's AMI Project. The UtiliWarks PM will serve as a liaison between the AM installation vendor and City to ensure project success. UtiliWorks Will facilitate an on -site kickoff meeting with all City and vendor stakeholders to initiate the project and review the project scope, timeline, communications plan and housekeeping items. UtiliWorks Will work with City and the selected vendor(s) to develop a comprehensive Project Execution Plan (PEP). The purpose of the PEP is to provide a set of guiding principles regarding 16IPage Page 2244 of 69 25rrar,2vR philosophy, judgments and actions to be taken over the course of the project. The PEP will outline the methods used for project controls related to: Quality Control, Risk/Issue/Change Management, and Communications. In conjunction with the development of the PEP, an integrated, milestone driven Microsoft project schedule will be developed to include work by all vendors. Project Management activities will include: maintaining the overall project schedule; working with all project participants to monitor progress and adjusting the work plan as needed to stay on schedule; facilitating regular project progress and other meetings; creating project status reports as required with input from the City; working with the City to monitor the scope of work of each vendor; identify, report, and track project issues and risks; and, track project budget. Activities will include: • Preparation and dissemination of periodic update reports on AMI vendor's progress • Providing clarifications and answers to AMI vendor's requests for information as needed • Providing direction and technical assistance in resolving installation issues in the field • Providing direction and technical assistance in resolving technology commissioning issues that may arise Deliverables: Project Execution Plan, Integrated Project Schedule, Monthly Status Reports, Meeting Agendas, Meeting Notes/Action Items The RFPs requested implementation Program Management Services is fairly limited in scope. UtiliWorks experience has been that utilities implementing AMI/MDM, in most cases, need more extensive support and expertise. As such the following sections layout typical Program Management Services our teams normally provide to clients as "Optional Services" We would love the opportunity to discuss with Santa Ana if appropriate. Implementation Program Management Optional Services The City's Implementation Plan will ultimately drive the deployment schedule, but the UtiliWorks' approach assumes the project will have two primary phases: Proof of Concept (POC) Phase and Full Deployment Phase. UtiliWorks offers proven Implementation Program Management Services beyond basic Project Management surrounding this deployment approach. The business process and software integration activities fall under. the POC phase. The intent of the POC phase is to minimize the risk to the City's day-to-day operations, with deployment of a select number of AMI meters, stabilization of the AMI network and end -to -end testing in all meter -to -cash related processes. Our optional services are presented for the City's consideration and are summarized below: POC Planning - UtiliWorks will guide final POC implementation planning, accounting for final contracts and any changes to the AMI implementation roadmap. The POC implementation plan will finalize project details on meter quantities, equipment acquisition, required materials, mass meter/endpoint installation, testing and training. Systems Integration Workshop - UtiliWorks' Integration SME will lead a workshop with the City and the designated vendor personnel to identify and confirm the systems specific integration methodology and ensure alignment between each underlying interface. Systems Integration Oversight - UtiliWorks' Integration SME will coordinate and oversee the systems integration effort that will occur during the POC. The intent is to have the pre -identified systems interfaces designed, developed, tested and automated prior to 171Page 21 K'1 9 full deployment start. Specifically, UtiliWorks will lead weekly technical review meetings with all designated personnel internal and external to the City to monitor progress and identify roadblocks. Training Oversight- UtiliWorks will coordinate the timing and delivery of on -site Vendor training during the POC and coordinate with City regarding the availability, suitability and readiness of a training environment. UtiliWorks will review each vendor's training plan submittal for completeness including: course descriptions; course agenda; and, proposed timing. UtiliWorks may recommend additional training and other forms of end user training to supplement vendor training. Testing Oversight - Critical to evaluating the success of the AM] POC and whether City objectives are met is the plan and methodology for testing the installed solution. Under this task, UtiliWorks will review and provide feedback on each vendor proposed test plan, including test scripts and scenarios. UtiliWorks will coordinate the timing and execution of Vendor and City testing, as well as establish a defect tracking system for monitoring testing progress. Business Process Re -engineering - UtiliWorks' Business Process Re -engineering (BPR) experts will engage the City in a series of current and future state workshops, designed to guide the Utility through changes to internal business processes as part of an AMI Deployment. To achieve the anticipated benefits of the systems, the City needs to adopt new processes, procedures and policies. Vendors will often skim over substantive recommendations detailing changes to business processes. UtiliWorks will utilize the background information on City to help drive discussions around operational changes that are the successful foundation for a BPR effort. Communications Campaign - UtiliWorks' Communications SME will work with City staff to develop the content for a variety of customer facing materials, including: door hangers, status letters, press releases, brochures, webpages. UtiliWorks will advise City on the timing of releasing the information pieces to the customer base. Quality Assurance/Quality Control - UtiliWorks' Field Specialists work with Vendor Quality Manager(s) to ensure that City's standards are maintained by all installers throughout the Full Deployment phase. This includes spot checks/verification of meter and endpoint installation, meter read and data quality audits. Data Optimization - UtiliWorks Data Management Services team will work with the City to identify high -value use cases for your utility. From there, UtiliWorks will monitor progress on reporting/use case development to City staff quarterly. Wherever possible, UtiliWorks will make updates to configurations, reporting, etc. to execute the recommended changes. 181Page Pa a 26 of 69 2 &NICIT � O r. ..COWatl {>eJ 14V RW'N.rYY 0.4PoCCMN� 1 r' I � � � mn ap.0 uu mn ve.le ra.ns i a u y 1n t fs.iaa un e.n a .4e unal,5, i.ou wm u.�`u.:au :u a m mmw Ian lu . 1 annlmsYu ; P1sf 1 x P »9. fYA Ga11al, ! nSi I J Dn E.Pmael R.iY�n PW.To m�Nu pxnssn ' •IbIi1114M-'y T.�wl ums�emnu, hive -^ f` Il�osplermmi 'fl-16i`SART:R'i:FJ �� PIC:lY�_' �^osun.e. •.; 'I rWGe uMv.yel.m .wq I R 915Aflmf m.ne 1 Venh I Nel A WT� - - . Y N M.MIWT) Salle - qa nl Dun mc.�P y IW IY YWn un n iE0ue16�m� �i91� E1dISV�u1i-E.�IEYn Pe�.l�jl I lunlcmn mu .Wah aercbpealq P u1 4 W. x •^ �i x -zl..: LPiN'17�1 wcn. Figure 5 - Example UtiliWorks AMI/MDM Implementation Relative Tasks Timeline 191 Page 11 441—Tol 1 /& a \ 4e / / . a ¥| ) ■ ( \■. j\ ®} !` --_- _�_ . r t!{ _ - ;\!;! _ .m oci - - :«!% k \� u ` ��0k!!;e£!: §c■ «,!§§§llRt,j/- ƒk} _.=ee ; 2 7. References Past and Present Clients Our team has worked across the United States and abroad with utilities in relation to their various AMI initiatives. The map below demonstrates the breadth of our experience and speak to our ability to provide benefits for our clients regardless of their geography or topology. We have over 85 past and current clients exclusively focused on AMI/Smart Grid/Smart Metering and related Technologies. Our recommendations are informed by a detailed review of your utility's service area and unique characteristics. .�LK 1 e r wp l liner x�jw- ':um;levF oenel< 41 smut F 7li1"ntrau umolA l• Inann �� nrm•wo } mvFo< United Slalea 11IF1 xOlYI1F1)O AX e8 . n� r u cwveyss :r •N mxa �w.yA Xnv u[v co n Hlexlco E i. Please see the following pages for a list of past and current projects within the last 5 years. The matrix that follows provides an overall nature and scope of our experience in AMI and associated technology. We have worked with multiple utilities across the United States by assisting them during the various stages of advanced metering deployment including: assessment, planning, design, procurement, and implementation. 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N � P P O o ' Z N P N M ���pQpQpQ+++ 6 m M N A N{ N •• •� ,• 3 `m 3 3 � . q m ro ro � z z m ,i m W W i�il W GJ WW W Z Z Z Z vVi ZZ xx �( xx �x( xx xx x R tor D �_ RP `d o ° o D t 2.1p �5 0 0 5 `0 0 0 k u 3 3 05 i z = a' m u a u u u w an ro a N 2Pia-f7 ❑ ❑ ❑ In IN ■ ■ n n n n n n n u u u u u u u ❑ ■ ❑ ❑ ❑ ❑ ❑ ❑ ■ ❑ ❑ ❑ ■ ❑ ❑ ■ ❑ ■ ❑ ❑ ❑ ❑ ■ ❑ ■ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ❑ ■ ❑ ❑ ■ ❑ ■ ❑ ❑ ■ ❑ ■ o ■ ■ 0 g 0 0 0 o o 0 o p euoe��i u W W W 3 3 3 3 v v c 09 v & Ji 16 t3 to � a 2 to It i- V I- u O V Pa e�^34 of 69 2&IT3"R Client References t ALAMEDA 1 Alameda•Municipal,Power, California, 35,000 electric meters MUNIr1PALPOWER Contact Title Telephone Email Address Bob Orbeta AGM Admin (510) 748.3910 orbeta@alamedamp.com Dates: Oct 2015 - Dec 2017 Total Contract Value: $1,260,100 UtiliWorks Consulting, LLC was engaged by Alameda Municipal Power to perform an assessment and business case analysis for consideration in the deployment of an advanced electric metering system. Subsequently, UWC worked with AMP to develop a Request for Proposal (RFP) that was published to solicit proposals for AMI, MDM and a customer web portal. A separate invitation for bid was made available for electric meter installation services. Upon selection of the AMI, MDM and Customer Portal vendors, UtiliWorks assisted Alameda Municipal Power with contract support services. UWC is guiding AMP as the Program Manager, and providing Business Process, Integration and Public Relations support services currently as it works towards completion of the project. Project Manager: Nicole Griffin Key Lead Technical Roles: Date Pennington, Parvathi Murali, Joe Kelly, Kara Truschel, Joseph Gaspard, Dylan Kelly Vendor(s) Selected: Landis+Gyr (AMI), Harris Meter5ense (MDM), Smart Utility Systems (Customer Web Portal), Professional Meters, Inc. (Meter Installation Contractor) ({� Cily of Santa Rosa, California,,53,000 water,meters j Santa R Saf Contact Title Telephone Email Address Kimberly Zunino Revenue Manager (707) 543.3960 kzunino@srcitv.ore Dates: May 2014 - Jan 2019 Total Contract Value: $925,000 UtilfWorks was hired by the City of Santa Rosa to define their water AMI requirements and provide oversight on the development of their AMI RFP and procurement process. UtiliWorks was subsequently engaged to provide contract support services/negotiation with the selected vendors and is currently the Program Manager overseeing the deployment of the selected AMI and Meter Data Management System Project Manager: Nicole Naassan / Bret Vonder Reith Key Lead Technical Roles: Kody Salem, Joe Kelly, Dylan Kelly, Nicole Griffin Vendor(s) selected: Sensus AMI, MeterSense MDMS 271Page 21M'1;9 CITYOF Roseville, California, 53,000 electric/ 40,000 water meters - ROSMLLE ; .. C A! I t O M N I A I Contact Title Telephone Email Address Matt Nelson Electric Business (916) 774.5618 MNelsonwoseville.ca.us Analyst Dates: Nov 2015 - Present Total Contract Value: $1.7 Million UtilfWorks was selected to provide consulting services in the evaluation of the current smart metering technologies and present an AMI business case. The assessment recommends technologies which are best suited for Roseville's unique environment and identifies the associated business process and operational changes that must occur in order to be successful with moving to AMI. Following the assessment, UWC assisted Roseville in analyzing and evaluating responses to the Advanced Metering Infrastructure (AMI), guiding selection of a successful vendor, and assisting with vendor contract/scope of work negotiations. UWC is currently acting as Program Manager for the City's AMI deployment. Project Manager: Nicole Naassan Key Lead Technical Roles: Tara Turch, Tom Grim, Parvathi Murali, Joe Kelly, Bob Russ, Chase Berenson Vendor(s) selected: Itron WaterOne Waterbne, 145,000 water meters .. ':, . naa orm�l NOJ elbmw"cw.w Contact Title Telephone Email Address Brian Schade Meter Services (913) 895.5750 bschade@waterone.org Manager Dates: Jul 2017 - Dec 2019 Total Contract Value: $927,708 UtiliWorks developed technical requirements and an RFP on behalf of WaterOne. The team also developed an implementation strategy to accompany WaterOne's AMI deployment and assisted with evaluation of proposals, contract negotiations, SOW review, and systems acceptance criteria development. UtiliWorks was awarded a contract amendment for Program Management overseeing the POC deployment of the selected AMI and Meter Data Management System plus Business Process Re - engineering, which is currently ongoing. Project Manager: Kara Truschel Key Lead Technical Roles: Tara Turch, Kody Salem, Don Rankin, Jon Mitchell, Joe Kelly Vendor(s) selected: Sensus (AMI), MeterSense (MDM) 281Page Pa a of 69 2M T40 �rLA pqz , m Buena Park, California, 20,000 water meters Contact Title Telephone Ematl Address Michael Grisso Smart Meter Manager (714) 562-3705 merisso@buenaoark.com Dates: Jun 2014 - Feb 2019 Total Contract Value: $542,000 UtitiWorks was contracted to provide consulting services in the evaluation and application study of the current smart metering technologies and present an AMI business case to the City of Buena Park. UWC further assisted with and AMI/MDM procurement, including a CIS readiness assessment. UWC led development of the City's D01 WaterSMART grant application for FY2017 and is engaged as Program Manager for the AMI deployment for approximately 20,000 water meters. Project Manager: Bret Vonder Reith, Kara Truschel Key Lead Technical Roles: Kody Salem, Joe Kelly, Dylan Kelly, Nicole Naassan Vendor(s) selected: Neptune Technology (AMI), Equarius Fc Ferguson WaterWorks, WaterSMART (Customer Portal) Long Beach, California, 100,000 water meters j Contact Title Telephone Email Address Chris Gamer General Manager (562)570-2001 chris.earner@lonebeach.eov Dates: Nov 2015 - Present Total Contract Value: $1.4 Million UtiliWorks was hired to provide the Long Beach Water Department (LBWD) with professional services to deliver an AMI/MDMS Assessment and Strategic Roadmap. Tasks included: update the AMI/MDM business case; develop related as -is current state operations, communications infrastructure, and IT systems; review, analyze and make recommendations related to LBWD's water conservation programs; and, develop desired data analytics by department. UtiliWorks was awarded the contract to provide AMI/MDMS procurement services and overall Program Management services starting in August 2017. Project Manager: Nicole Naassan Key Lead Technical Roles: Joe Kelly, Don Rankin, Jon Mitchell, Dale Pennington Vendor(s) selected: N/A 29)Page iged of IT 1 1 8. Fee Proposal Our fee proposal has been submitted separately via the Planet Bids system. 301Page 2 id -69 2 T11 9. Appendix Team Resumes Resumes for the core project team are included in the subsequent pages: 31 1 Page 40e of 6 174, 3 Previous Experience Director of Sales 8: Marketing Edison Automation, Inc. (2003 - 2009) Senior Project Engineer - ConsoerTownsend Envirodyne Engineers (1999 - 2002) Field Project Engineer HSQTechnology (1996 - 1999) Shift Technical Engineer - Westinghouse Savannah River Company (1989 -1995) Education and Certifications BS Electrical Engineering Technology - Purdue University, 1989 AAS Electrical Technology Purdue University, 1987 A' Level Wastewater Certification State of South Carolina (on 11 /27/93) 'L' Level Security Clearance US DOE Energy (from 2/90 - 5/95) Specializations: • Team Management • Deployment Planning • Cyber Security Plans • RF Communications • Business Case Assessments • AMI /Smart metering / Smart grid • Control and SCADA Solutions • Acceptance Testing Plans Kody M. Salem O Principal Kody Salem is a Principal with UtiliWorks based in Nashville, TN with an extensive background in radio frequency, instrumentation, and controls technologies, including more than 28 years of technical, operations, and management experience providing services and solutions to the utility market space. Kody excels in understanding complex technical systems and effectively communicating their potential to positively impact engineering and operations, to both persons with technical and non -technical backgrounds. He brings these skills to lead his team of consultants, providing the necessary guidance to deliver valuable services for their utility clients' projects and initiatives. Relevant experiences and background include: • Provide executive guidance and support to multidisciplinary team of consultants for water, gas, and electric utility technology programs • Provide technical subject matter expertise for various utility technology initiatives (AMI, MOM, SCADA, IVR, OMS, etc.) • Lead vendor solution analysis for AMI/ MDM procurement efforts on behalf of our clients • Conduct AMI vendor request for information(RFI); analyze propagation studies to support client AMI infrastructure comparison and planning efforts • Perform education sessions for AMI/MDM and related technologies early on in clients early on in initiative stages to facilitate proper project planning, budgeting, and scheduling Recent Client Projects • Alameda County Water District, CA (Executive sponsor - AMI Pilot Assessment) • Azusa, CA (Technology Procurement and Vendor Contract Negotiations) • Brownsville Public Utilities Boar( TX (Project Manager AMI/MDM Pilot) • Bermuda Electric Light Company (SME Outage Management system RFP and vendor selection) • Brownsville Public Utility Board (Business Process Mapping) • City of Buena Park, CA (Project Sponsor - AMI Assessment, procurement and Deployment) • Chelan County Public Utility District (Project Sponsor - Strategic Planning) • City of Lawrence, KS (Project Sponsor Fc Technology Education - AMI Assessment) • Gallatin Public Utilities (Program Manager AMI/MDM procurement and Deployment) • Long Beach Gas 8: Oil (Project Sponsor - AMI Assessment / Procurement / Deployment) • Long Beach Water Dept. (Project Sponsor - AMI Assessment / Procurement / Deployment) • Loudon Utilities Board (Program Manager AMI/MDM Assessment through Deployment • North Marin Water District, CA (AMI Assessment, Project Sponsor - AMI Pilot) • City of Richland, WA (Project Sponsor - AMI Assessment / Procurement) • City of Santa Rosa, CA (Procurement education and training) • City of Topeka, KS (Project Manager (SCADA Assessment, AMI Grant IVR and CIS RFP, Data Warehouse) • City of Wilson, NC (Project Sponsor -AMI Assessment / Procurement) Pa l40 e 2 4 Education and Certifications BS Journalism and Media Studies Rutgers University (May 2009) BS Environmental Science Rutgers University (May 2009) Certified Project Management Professional (PMP) The Project Management Institute (July 2013) Certified Six Sigma Black Belt (January 2015) Certified Social Media Specialist Louisiana State University (March 2013) Completed the Louisiana Water Operator Certification Exam for Level 1 Distribution, Production and Treatment Completed the Louisiana Wastewater Operator Certification Exam for Level 1 Collection and Treatment Nicole Griffin Manager� Mrs. Griffin is a Manager for UtiliWorks Consulting, LLC based in Baton Rouge, LA with over 8 years of direct utility experience. Nicole specializes in project management, stakeholder outreach and education, procurement, assessment/ feasibility studies, UtiliWorks InsightTM administration and data optimization. She supports project activities by performing industry research, preparing documentation and orchestrating meetings for utility clients. Relevant experiences and background include: • Planning and executing water, gas and electric utility technology programs including but not limited to advanced meter infrastructure (AMI), meter data management systems (MDMS) and customer engagement platforms such as web portals and phone applications • Managing project scopes, schedule, budgets and deliverables, to drive projects to completion achieving favorable outcomes • Developing smart grid/ water/ gas assessments and associated business cases with a clear roadmap to achieve anticipated benefits • Administering UtitiWorks Insight, UtiliWorks' analysis and assessment tool • Drafting request for proposal documents and leading technology procurement efforts • Creating stakeholder outreach and educational programs to increase positive engagement with utility providers • Designing and implementing data management programs to assist utilities in fully maximizing and optimizing the use of their data Project References • Alameda Municipal Power (AMI/ MDM/ Portal Program Management; Procurement, Assessment) • Fort Worth Water Department (Outreach & Education, Business Process, Assessment) • Bermuda Electric and Light Company (Procurement, Outreach & Education) • Albuquerque Bernalillo County Water Utility Authority (Project Coordination) • Austin Water (Meter Reading Audit) • Barbados Light ft Power Company (AMI/ MDM Procurement) • Grand Bahama Power Company (AMI/ MDM Procurement) • Brownsville Public Utility Board (Project Coordination) • Chelan County Public Utility District (Outreach Et Education, UtiliWorks Insight) • City of Arlington (Grant Writing) • City of Galena Park (Grant Writing) • City of Richland (AMI Assessment, UtiliWorks Insight) • City of Ruston (Project Management, Outreach ft Education, Grant Reporting) • Monroe Water Department (AMI Project Management) • Utility Consumers' Action Network (PUC Testimony) • City of Topeka (Grant Writing, Project Coordination) • City of Wilson (Project Management, UtiliWorks Insight) • City of Winnipeg (UtiliWorks Insight, AMI Business Case) • Long Island Power Authority (Renewables Research) • Long Beach Gas and Oil (Outreach It Education) • Long Beach Water (UtiliWorks Insight) • Vineyard Energy Project (Grant Reporting) • Village of Freeport (AMI/ MDM RFP) • City of San Marcos (UtiliWorks Insight, AMI Roadmap) • North Marin Water District (Outreach ft Education) • City of Santa Rosa (Outreach Et Education) 2PFX 741 5 -Education and Certifications - - BA Political Science Claremont McKenna College (May 1980) BA Economics Claremont McKenna College (May 1980) Certified Project Management Professional (PMP) The Project Management Institute (May 2014) Certified Novell Engineer (CNE) (April1995) Completed Oracle Certification: • 8i Architecture and Administration (May 2002) • SQL and PL/5QL (April 2002) Bret Vonder Reith Senior Associate aU16 i Mr. Vonder Reith brings over 25 years of project management, information systems development and application integration experience for a variety of industries to include Utility customers. Bret's background includes over 20 years as an Information Technology data integration specialist and consultant. Bret Is a proven leader, successful at leading complex projects and achieving organizational goals and objectives. Bret is a certified Project Management Professional (PMP) with the Project Management Institute. Relevant experiences and background include: • Planning and executing water and electric utility AMI Implementation plans including but not limited to advanced meter infrastructure (AMP, meter data management systems (MDMS) and customer engagement platforms such as web portals and phone applications • Managing project scopes, schedule, budgets and deliverables to drive projects to completion achieving favorable outcomes • ERP Systems Integration • Developing water utility assessments and associated business cases with a clear roadmap to achieve anticipated benefits • Administering UtiliWorks Insight, UtihWorks' analysis and assessment tool • Drafting request for proposal documents and leading technology procurement efforts • Designing and implementing data management programs to assist utilities in fully maximizing and optimizing the use of their data Project References • North Marin Water District (Project Manager) • City of Santa Rosa (Systems Integration SME) • Chelan County Public Utility District (Business Case Analyst) • City of Buena Park (Project Manager) • City of Oceanside (Project Manager) • City of Riverside (Project Manager) Pa e�4+2 of 69 2 ,? i�IT f�6 Education and Certifications BS Business Administration Cal Polytechnic University Pomona (May 1985) Joe Kelly Deployment Manager/Meter SME �* Mr. Kelly provides deployment management and metering subject matter expertise for UtiliWorks. Joe has 18 years' experience in the AMI/AMR field, eight of those years as the owner of a meter installation company. In addition to deployment oversight, Joe provides expertise in metering and network communications. Relevant experiences and background include: • Planning and executing water, gas and electric utility technology programs • Managing installation contractors in meter deployments, oversight of meter inventory and project schedules and contractor performance • Provide network feasibility surveys prior to network deployment • Assists with smart grid/ water/ gas assessments and associated business cases with a clear roadmap to achieve anticipated benefits • Design and construction of meter test benches for use in Alpha phase deployments • Creating scopes of work and oversight for pre -deployment meter surveys • Augments utility staffing with AMI system administration during and after deployment Project References • Alameda Municipal Power (Procurement, Alpha/Beta/Full deployment oversight of L&G AMI network) • Long Beach Gas and Oil (Full deployment oversight of Sensus AW network) • North Marin Water District (Procurement and metering SME for Neptune AMI network) • Santa Rosa Water (Procurement, Meter SME, Alpha/Beta/Full Deployment oversight of Sensus AMI network) • Loudon Utilities (Procurement, test bench construction, Alpha/Beta/Full Deployment oversight) • City of Mesa (Procurement, Full deployment oversight) • Sewerage and Water Board of New Orleans (Pre -deployment meter/ meter box survey oversight) • City of Winston-Salem (Pre -deployment meter box survey) • Buena Park Water (Procurement, Full deployment oversight) • City of Roseville (Procurement, meter SME, Alpha/Beta/Full Deployment oversight) P!��ye3 of 6 47 2DMblI1 Education and Certifications BS Electrical Engineering Kansas State University (1986) Don Rankin O ¢� Senior Associate TIM Mr. Rankin is an Electrical Engineer and experienced utility manager with 19 years leading Water, Wastewater and Stormwater Utility Operation and Maintenance, Capital Programs and Customer Service Operations. He is an innovative big picture thinker with strong analytical reporting skills. He developed utility business plans for reduced costs, improved services, and sustainable asset replacement that was tied to financial capacity. Relevant experiences and background include: • Serving as a water subject matter expert for multiple advanced meter infrastructure (AMI) assessments • Planning and executing technology programs related to AMI and meter data management systems (MDMS) that meet water utility goals and objectives • Matching advanced reporting capability to meet utility goals and objectives, while preparing analytical reports for AW related projects for water and electric utilities • Developing and accessing responses to request for proposal (RFP) documents and technology procurement efforts especially in analytical reporting and business intelligence • Producing utility billing system data visualization reporting tools to facilitate on -demand charts and graphs of utility customer billing information • Creating utility billing data discovery and audit tools for utility revenue enhancement • Successfully obtaining modest multi -year utility rate increases • Establishing project tracking tools for complex, multi -discipline, multi - project tracking • Developing wastewater combined sewer overflow plan that minimizes regulatory exposure • Successfully addressing community red water issues resulting in drastic reductions of customer complaints • Creating an asset management strategy for complete life cycle planning of water, wastewater, storm water and levee utility infrastructure • Directing major rehabilitations of water and wastewater plants Project References • Winston Salem, NC (Water Business Intelligence Reporting) • Long Beach Water Department, CA (Water AMI Assessment, Business Intelligence Reporting) • Long Beach Gas Et Oil Department, CA (Developing cost allocation model to access charges to multiple AW / MDMS users) • Alameda County Water District, CA (AMI Assessment and Evaluation of existing AMI) • Chelan County Public Utility District, WA (Assessment Evaluation) • WaterOne, KS (Water RFP Development and Vendor Assessment) • Mesa, AZ (Water, Gas, Electric AMI Assessment) • Palo Alto Utilities Department, CA (Water, Gas, Electric AMI Assessment) • Oceanside Water Utilities Department, CA (Water AMI Assessment) • New Orleans Sewerage and Water Board, LA (Water system Assessment) • Fort Worth Water Department (Business Processes Assessment) Pa e44 of A69 2R &r1161T 48 Previous Experience Associate Technical Consultant Red Clay Consulting (2014 - 2016) Assistant System Engineer TATA Consultancy Services (2012 - 2013) Education and Certifications Master of Science in Computer Information Systems - Georgia State University, 2014 Bachelor of Technology in Computer Science Engineering - SRM University, 2012 Microsoft Certified IT Professional (MCITP), Aug 2011 Oracle Utilities Meter Data Management 2 Pre -Sales It Sales Specialist, July 2014 Oracle Utilities Analytics Pre -Sales & Sales Specialist, Sep 2015 Oracle Utilities Meter Data Management 2 Support Specialist, Oct 2015 Specializations: • Advanced Metering Infrastructure (AMI) Administrator • Billing QA/QC and Delinquent Account Investigations • System Integration • Meter Data Management System (MDMS)SME • Customer Information Systems (CIS) • Software Acceptance testing • End -User Training • Business Case Assessments • AMI /Smart metering / Smart grid • Business Intelligence and Analytics • Business Process Improvement Parvathi Murali Associate O Parvathi Murall is an Associate with UtiliWorks based in Vancouver, Canada with a background in software implementation, business intelligence, data analysis and project management. Ms. Murali has more than 6 years of technical experience wl both custom software applications and out -of -the -box implementations. She has contributed to projects and business development activities for clients across the energy and utility sector. She has In depth knowledge to understand complex systems and skills to effectively communicate business potential to persons with technical expertise, partner -level executives, and end users. Relevant experiences and background include: • Advanced Metering Infrastructure (AMI) Administrator - Review, monitor and maintain systems as part of post -production support. • Perform End User Acceptance testing on Meter Data Management Systems (MDMS), AMI Head End System(HES), Customer Portal, etc. for the client. • End to end billing tests (meter -to -cash process) and validation. • Billing Q4/QC & Delinquent Account Investigation. • Supervise team of billing and collections investigators for QA/QC and Investigation of delinquent accounts. • MDMS RFP and Procurement, MDMS SME and Technical Integration SME. • Business Process Improvements. • CIS compatibility analysis, AMI roadmap assessments, financial and business modelling, strategic utility consulting. Recent Client Projects • Alameda Municipal Power, CA (AMI Administrator, MDMS SME, Technical Integration SME) • Municipal Light & Power, Alaska (SME for Meter Data Management system RFP and vendor selection) • City of Topeka, KS (SME Meter Data Management system RFP and vendor selection) • Santa Rosa Water, CA (Business Process Improvement and MDMS SME) • Long Beach Gas @ Oil, CA (MDMS SME, MDMS System Audit) • City of Roseville, CA (MDMS SME, Technical Integration SME) • Winston Salem - Forsyth County Water @ Sewer Utility, NC (CIS system compatibility report, MDMS SME, Technical Integration SME) • Sewerage &Water Board of New Orleans, LA (Supervisor - Billing QA/QC Et Delinquent Accounts) • Fort Worth Water Department, TX (Business Process Improvement and MDMS SME) • Loudon Public Utilities Board, TN (MDMS SME, Technical Integration SME) • Chelan Public Utilities Department, WA (AMI Recommendations report, AMI Procurement, MDMS Evaluation) • City of San Marcos, TX (AMI Assessment and Roadmap) • Riverside Public Utilities, CA (SME for Meter Data Management system RFP and vendor selection, Technical Integration SME) Pap9$ �45 of 69 2 4UR IT49 Executed Forms Additionally, the following forms, included in ATTACHMENT 3: CERTIFICATIONS from the RFP, are signed and included in the subsequent pages as part of the proposal submittal package: • Non -Collusion Affidavit • Non -Lobbying Certification • Non -Discrimination Certification 381Page Page 46 of 69 2,50 NON -COLLUSION AFFIDAVIT (Title 23 United Stales Code Section 112 and Public Contract Code Section 7106) In conformance with Title 23 United States Code Section 112 and Public Contract Code 7106 the BIDDER declares that the bid is not made in the interest of, or on behalf of', any undisclosed person, partnership, company, association, organization, or corporation; that the bid is genuine and not collusive or sham; that the BIDDER has not directly or indirectly induced or solicited any other BIDDER to put in a false or sham bid, and has not directly or indirectly colluded, conspired, connived, or agreed with any BIDDER or anyone else to put in a sham bid, or that anyone shall refrain from bidding: that the BIDDER has not in any manner, directly or indirectly, Sought by agreement, communication, or conference with anyone to Fix the bid price of the BIDDER or any other BIDDER, or to fix any overhead, profit, or cost element of the bid price, or of that of any other BIDDER. or to secure any advantage against the public body awarding the contract of anyone interested in the proposed contract; that all statements contained in the bid are true; and, further, that the BIDDER has not, directly or indirectly, submitted his or her bid price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, or paid, and will not pay, any fee to any corporation, partnership, company association, organization, bid depository, or to any member or agent thereof to cffectrlatc a collusive or sharp bid. Note: The above Non -collusion Affidavit is par of the Proposal. BIDDERS are cautioned that making a false certification may subject the certifier to criminal prosecution. Signed /n7 State ofC-aliSariia,LO1ti516AQ' /'arrSj) C-etmlyoI`LAS ? _[-pn pvccnt Subscribed .and sworn to . (or affirmed): before me on this. day of20(9, by %l%12t7(C 0,01PPin proved to me on the basis of satisfactory evidence to be the person(s) who appeared before me / o w Q� Q/f7TJ%^t' Q TJ �+-C/1.cP.��v N Public Signahrre #"V751 Notary Public Sea] City of Santa Ana RFP 18-064 Page 31 oze of H IT 1 1 NON -LOBBYING CERTIFICATION The prospective participant certifies, by signing and submitting this bid or proposal, to the best of his or her knowledge and belief, that: (1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. (2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Fornl-LLL, "Disclosure of Lobbying Activities," in conformance with its instructions. This certification is a material representation of I'nct upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the required certification shall be subjccl to a civil penally of not less than $10.000 and not more than $100,000 for each such failure. The prospective participant also agrees by submitting his or her bid or proposal that he or she shall require that the language of this certification be included in all lower tier subcontracts, which exceed $100,000 and dial all such subrecipients shall certify and disclose accordingly. I � Signed: Title: Firm: �l It Ljali� k f ��n Pc. rf7�i 1 Z � C Date: Gg City of Santa Ana RFP 18-064 Page 32 2 MIT2 NON-DISCRIMINATION CERTIFICATION The undersigned consultant or corporate officer, during the performance of this contract, certifies as follows: I, The Consultant shall not discriminate against any employee or applicant For employment because of race, color, religion, sex, or national origin. The Consultant shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment without, regard to their race, color, religion, sex, or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other fortes of compensation; and selection for training, including apprenticeship. The Consultant agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. 2. The Consultant shall, in all solicitations or advertisements for employees placed by or on behalf of the Consultant, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin. 3. The Consultant shall send to each labor union or representative of workers with which he/she has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the Consultant's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 4. The Consultant shall comply with all provisions of Executive Order 11246 or September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. 5. The Consultant shall furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his/her books, records, and accounts by the administering agency and the Secretary of Labor for put -poses of investigation, to ascertain compliance with such rules, regulations, and orders. 6. In the event of the Consultant's non-compliance with the nondiscrimination clauses of this contract or with any of die said rules, regulations, or orders, the contract may, be canceled, terminated, or suspended in whole or In part and the Consultant may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Execution Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulations, or order of the Secretary of Labor, or as otherwise provided by law. The Consultant shall include die portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (7) in every subcontract or purchase order unless exempted by rules, regulations, or Orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontract or purchase order as the administering agency may direct as means of enforcing such provisions, including sanctions for noncompliance; provided, however, that in the event the Consultant becomes involved in, or is threatened with, litigation with a subconsultant or vendor as a result of such direction by the administering agency, the Consultant may request that the United States enter into such litigation to protect the interests of the United States. S. Pursuant to California Labor Code Section 1735, as added by Chapter 643 Stats. 1939, and as amended, no City of Santa Ana RFP 18-064 Page 33 Ad -of (RMIT� discrimination shall be made in the employment of persons upon public works because of race, religious creed, color, national origin, ancestry, physical handicaps, mental condition, marital status, or sex of such persons, except as provided in Section 1420, and any consultant of public works violating this Section is subject to all the penalties imposed for it violation of the Chapter. Signed: �7, Title: IlI IGV/ Firm: t_,) W; W ov- o l hp�^ ci L � Date: pr J-b', City of Santa Ana RFP 18-064 Page 34 of oj-71M Deliver to: City of Santa Ana 20 Civic Center Plaza Santa Ana CA 92702-1964 Unh'Norlk: Consulting, LLC 2351 EnvigyDr_STE 1010 B::ton Rouge, LA 70806 22S 766 1188 Offic 225 612.6404 Fax Vr\'Jl'% Uil (ItV DYiti.0 pnl - 2pBITW9� ---- Strategic Utility Consulting I Purpose...................................................................................................... 3 Assumptions................................................................................................. 3 Task 1- Deployment Program Management - Proof of Concept ...................................... 4 Task 1.1 - AM] Program Kickoff........................................................................ 4 Task 1.2 - Proof of Concept Planning................................................................. 4 Task 1.3 -Oversee/Support Proof of Concept Deployment ........................................ 5 Task 1.4 - Oversee/Support System(s) Training ..................................................... 6 Task 1.5 - Oversee/Support System(s) Testing ...................................................... 6 Task 1.6 - Oversee Systems Integration.............................................................. 7 Task 2- Business Process Re -Engineering ...................... Task2.1 - Current State................................................................................ 8 Task 2.2 - Conceptual Future State (#1)............................................................. 8 Task 2.3 - As -Built Future State (#2)........................................ .......................... 9 Task2.4 - Business Process Audit....................................................................10 Task 3- Communications Campaign....................................................................10 Task 3.1 - Communications Campaign Planning....................................................10 Task 3.2 - Organizational Awareness................................................................11 Task 3.3 - Customer Communications...............................................................11 Task 4- Full Deployment Quality Assurance and Quality Control.........I........................11 Task 4.1 - Oversee and Support Full Deployment..................................................11 Task 5 - Business Intelligence and Reporting..........................................................13 Task 5.1 Discovery and Use Case Identification..................................................14 Task5.2 - Use Case Design............................................................................14 Task 5.3 - Recommendations Report.................................................................15 The City of Santa Ana Page 12 � fA6 Advanced Metering Infrastructure Program Planning and Implementation Phase 2 Scope of Work The installation of Advanced Metering Infrastructure (AMI)/ Meter Data Management System (MDMS) equipment/software(s) involves multiple vendors with several moving parts. UtiliWorks has the program management expertise to manage these variables. By combining our team's wealth of industry knowledge, Project Management Institute (PMI) approach, and a hands-on approach, we will reduce the City of Santa Ana's (Santa Ana's) overall program risk while ensuring successful outcomes. As we recommend to all our clients deploying an AMI system, the scope of services below is designed around a proven phased approach. Our approach is designed for what is best for our clients. We work on your behalf, "as an extension of your staff," ensuring your interests are the primary focus throughout the effort. Our goal is to deliver Santa Ana the best quality AMI project on time and on budget. Purpose This Statement of Work (SOW) is to document the services UtiliWorks Consulting, I.I.C. ("UtiliWorks") will provide the City of Santa Ana ("City" or "Santa Ana") for implementation activities associated with an AMI program which is inclusive of the advanced metering infrastructure and meter data management system projects. The following scope outlines eight (8) tasks, three (3) of which are included as optional: 1. Proof of Concept (POC) Program Management 2. Business Process Re -Engineering 3. Communications Campaign 4. Full Deployment Quality Assurance and Quality Control 5.: Business Intelligence and Reporting 6. Benefits Verification (OPTIONAL) 7. UtiliWorks Insight (OPTIONAL) B. AMI System Administration Staff Augmentation (OPTIONAL) Assumptions • Santa Ana will assign a Project Manager to participate in regularly scheduled status calls with the UtiliWorks Project Manager to review open issues and remove barriers to progress. • The City will designate the necessary Subject Matter Experts (SMEs) from all functional teams to actively participate throughout the ten phases of the project. • The City will have reasonable responsiveness to data requests, document or deliverables review and meeting requests. • Work will be performed by UtiliWorks resources either on -site or off -site in the completion of SOW deliverables. • During onsite sessions, The City will provide meeting space, teleconference line, projector, and guest internet connection for meetings. • The City will be responsible for all terms and conditions outlined in the final agreement with vendor(s). UtiliWorks will provide input on certain terms and conditions as it relates to the materials and deployment. The City of Santa Ana Page 1 3 - rxFm 7 • The City will contract as necessary with applicable billing system vendor or third party for purposes of integration design and development with the AMI/MDMS systems. The billing/ CIS vendor or integrator will participate in reoccurring meetings and/or status calls as needed. Task 1- Deployment Program Management - Proof of Concept UtiliWorks will provide implementation management oversight and subject matter expertise to support deployment of the City's AMI Project. The project will have two primary phases: A Proof of Concept (POC) Phase and Full Deployment Phase. Specific tasks and deliverables associated with the POC are outlined below. Task 1.1 - AMI Program Kickoff Prior to project kickoff, UtiliWorks will work with the City and the selected vendor(s) to develop and execute the project charter that will outline project governance and communicate the high-level project implementation approach and the responsibilities of all project participants. UtIHWorks will work with Santa Ana and the selected vendor(s) to develop a comprehensive Project Execution Plan (PEP). The purpose of the PEP is to provide a set of guiding principles regarding philosophy, judgments and actions to be taken over the course of the project. The PEP will outline the methods used for project controls related to: Quality Control, Risk/Issue/Change Management, and Communications. In conjunction with the development of the PEP, an integrated, milestone driven Microsoft project schedule will be developed to include work by all vendors for the Proof of Concept and Full Deployment phases. UtiliWorks will facilitate an on -site kickoff meeting with all Santa Ana and vendor stakeholders to initiate the project and review the project scope, timeline, communications plan and housekeeping items. Assumptions: Development of the integrated project schedule is dependent upon the receipt of each vendor specific proposed project schedule Deliverables: Project Charter (*.doc), Onsite Project Kickoff, Project Execution Plan (*.doc), Integrated Microsoft Project Schedule (*.mpp) Task 1.2 - Proof of Concept Planning The intent of the POC phase is to demonstrate full system functionality through a limited deployment. The POC will establish the necessary foundation and maximize the learning and training of the back -office processes that will benefit the utility in a large-scale roll -out. The POC itself is further divided into two phases - Alpha and Beta. UtiliWorks will conduct a series of meetings with City staff and vendor(s) to define and document how the POC will be designed and deployed. The plan will include the following at a minimum: equipment acquisition; required materials; expected services including testing and training; and, entrance/exit/acceptance criteria for the Alpha and Beta phase of the POC. This plan Is a living document that will be updated and refined over the course of the POC. Deliverables: Proof of Concept Implementation Plan (*.doc) The City of Santa Ana Page 14 0OfQ 08 ��Q Task 1.3 - Oversee/Support Proof of Concept Deployment UtiliWorks will work with the City's project team, the vendor(s), and the designated systems integrator to execute the POC Implementation Plan, provide overall Project Management oversight and subject matter expertise. As is often the case during any large project, activities, tasks and timing may shift from the original plan. UtiliWorks will work with the project team to capture changes and adjust the plan accordingly. Throughout the POC, UtiliWorks will involve SMEs as required to support the numerous activities to be undertaken during this phase. Project Management activities to support the POC phase will include: maintaining the overall project schedule; work with all project participants to monitor progress and adjust the work plan as needed to stay on schedule; facilitate regular project progress and other meetings; create project status reports as required with input from the City; work with the City to monitor the scope of work of each vendor; identify, report, and track open action items, project issues and risks, potential change orders, and project budget. Specifics pertaining to the oversight and support of both the Alpha and Beta phase are discussed in more detail in the following sub - tasks. Task 1.3a - Oversee/Support Alpha POC Deployment The intent of the Alpha POC phase is to begin building the AMI telecommunications network, equip a select/limited number and type of meters with the necessary communication devices in a controlled environment, configure and deploy all application software, and start the development of all the necessary interfaces. Activities to include, but not limited to: • Coordinate with the City and the vendor(s) to identify the Alpha POC environment (i.e., meter shop/test bench) • Coordinate with the City and the vendor(s) to schedule the necessary vendor discovery sessions that will inform business requirements and system configuration • SME review of all vendor business requirements and system configuration documentation • Coordinate the AMI and MDMS software installation and/or configuration • Coordinate with the City and vendor(s) to set up the secure communications with the respective data center(s) as applicable • Coordinate the acquisition of equipment • Assist with Alpha phase testing, defect tracking and troubleshooting Task 1.3b - Oversee/Support Beta POC Deployment Upon the acceptance of the Alpha phase by the City, the project will move into the Beta Phase. During the Beta phase, additional systems functionality is added and tested in manageable stages as more detailed, role -based training is provided to the user community. In parallel to development, testing and training activity, Santa Ana will be in the process of mapping the new business processes (see Task 2) that will be adopted at the end of the Beta phase to support a seamless rollout during Full Deployment and beyond. Activities to include, but not limited to: • Coordinate the establishment of the Beta POC meters and location • Coordinate the acquisition of equipment/materials • Coordinate the identification, design, development, testing, and deployment of each respective system integration • Oversee and support the Beta meter/equipment deployment • Assist with Beta phase user acceptance testing, defect tracking and troubleshooting • Assist with the development of the AMI billing cutover plan ("test" to "production") The City of Santa Ana Page 15 21M1 IT Task 1.4 - Oversee/Support System(s) Training Effective and timely training for Santa Ana personnel is critical to success of the project. UtiliWorks will coordinate the timing and delivery of on -site vendor training during the POC in accordance with overall project schedule and coordinate with the City regarding the availability, suitability and readiness of a training environment and participants. It is expected that some level of system training will occur during the Alpha POC for the core project team members that will serve as Alpha testers. At a minimum, this would include training for handheld or meter installation software/hardware and basic headend system navigation. More in depth, role -based user training is expected to occur during the Beta POC. This will reinforce the team's knowledge and ownership of the newly deployed system and provide an opportunity to dive deeper into training topics. UtiliWorks will review each vendor's training plan submittal for completeness including: course descriptions; course agenda; equipment/system requirements; participants; and, proposed timing. UtWWorks may recommend additional training and other forms of end user training to supplement vendor training. UtiliWorks will work with each respective vendor and the Santa Ana Project Manager to coordinate each training session and align the training plan with a proposed training schedule over the course of each phase of the project. Assumptions; UtiliWorks SMEs will participate on -site in vendor training activities. Task 1.4 will be conducted in phases aligned with the integrated project schedule. Key milestones included in this task are: Alpha Phase training complete, Beta Phase training complete, Full Deployment Training complete (if required). Task 1.5 - Oversee/Support System(s) Testing Critical to evaluating the success of the AMI POC and whether Santa Ana objectives are met is the plan and methodology for testing the installed solution. At a high level, testing is expected to include: Vendor -led Functional Testing - Vendor conducted software testing to ensure agreed upon configuration of system(s) is delivered and working to specifications prior to the start of any City -led user testing Alpha Phase Acceptance Testing - City -led interim phase testing to confirm read accuracy, alert functionality, AMI system two-way communications, and other exit criteria as outlined in the POC Implementation Plan. Beta Phase User Acceptance Testing (UAT) - City -led "real world" testing that validates that the delivered system can support daily business and user requirements. Full end - to -end testing will include: systems functionality; automated systems integration/data transfer; register and interval read accuracy; new and redesigned business processes; and other exit criteria as outlined in the POC Implementation Plan. UtiliWorks will review each vendor's test plan submittal for completeness and advise the City on any proposed changes or additions. Upon delivery of the final vendor test plans, UtiliWorks will develop a single integrated test plan that will outline at a minimum: roles and responsibilities; testing procedures; and, entrance/exit/acceptance criteria as defined in the POC Implementation Plan. UtiliWorks will also oversee and support testing efforts during the POC. Specifically, UtiliWorks will: The City of Santa Ana Page 1 6 iW1of T 0O • Review and provide feedback on vendor and utility test cases for each phase to identify potential gaps and supplement accordingly • Aggregate test cases provided by each vendor and the City for each phase • Coordinate scheduling and execution of the testing by each vendor and the City • Provide onsite testing oversight and support of the test team • Establish an issue/defect tracking system, monitor defects/problems reported by the test team, facilitate assignment of problems for resolution, and ensure retest by the test team Assumptions: UtiliWorks will oversee Utility personnel onsite during testing and can, but will not be required to, perform some testing with the City's permission and appropriate access to systems. UtiliWorks will not build out detailed test scripts but will support the City in their efforts. Deliverables: Integrated Test Plan (*.doc), Supplemental Test Cases (*.xls), Issue/Defect tracking system (SharePoint) Task 1.6 - Oversee Systems Integration UtiliWorks will coordinate and oversee the systems integration effort that will occur during the POC phase. The intent is to have the pre -identified systems interfaces designed, developed, tested and automated prior to full deployment start. UtiliWorks will lead a kickoff integration workshop with Santa Ana staff and the designated vendor(s) personnel to identify and confirm the security requirements and network architecture; systems -specific integration methodology; and begin the discussion on file layouts and interface requirements. Following the kickoff, UtiliWorks will lead weekly technical review meetings with all designated personnel internal and external to Santa Ana to monitor progress and identify roadblocks to systems integration activities. Assumptions: Designated SME's from Santa Ana, each Vendor, and any third -party integrator will participate in the workshop(s) and the weekly status meeting Deliverables: High-level systems integration diagram (*.vsd), Weekly meeting notes and integration activities trackers) Task 2- Business Process Re -Engineering UtiliWorks will engage Santa Ana in a series of workshops, designed to guide the Utility through changes to internal business processes as part of an AMI Deployment. To achieve the anticipated benefits of the systems, the City will need to adopt new processes. Vendors will often skim over recommendations detailing changes specific to business processes. UtiliWorks will utilize the background information on the City, including goals and objectives, to help drive discussion around operational changes that are the successful foundation for a Business Process Re - engineering (BPR) effort. This effort is also an important step for Change Management, since a wide -range of employees and staff will be involved in BPR activities. In fact, this is an opportune time to get employees Involved on the "ground -level." Many of the changes recognized during BPR workshops are the direct result of new technology and systems that will fundamentally change the way the Utility operates. As part of the BPR effort, the UtiliWorks team will work to identify redundancies in The City of Santa Ana Page 17 P 70 9 26IT business processes as well as uncover potential for streamlining processes, which includes changes that will occur with the implementation of AMI and associated technologies. MobUraUon6 Future State 01 Workshop/ User&ceptame Current State Workshop Reporting6MalyUaoeve1oprrent IYMe State e2 Workshop Testinglum) &ditlsl Proof of Concept / Systems Integration Figure 1 -General Timeline far RPR Activities Task 2.1 - Current State By defining and documenting current business processes, UtiliWorks gains a clear understanding of the operational and organizational characteristics of each business process to inform how to re -engineer them to work with the AMI system and associated technologies. UtiliWorks begins with a workshop to gain understanding of how Utility operations currently function. The team will work with the City to document current state business processes as part of a cross - functional workshop, which includes a designated session for each business process. Supporting materials and demonstration of systems may be incorporated into the workshop agenda. (For example, walk through billing exception reporting in CIS). UtiliWorks will work with the project team to designate a process owner for each area that will lead the change effort internally and be responsible for internal review check points during BPR development. Wherever possible, UtiliWorks will capture process metrics to establish a baseline for current state process analysis. This will aid the City in developing Key Performance Indicators (KPIs) to ensure desired program goals are attained. The five core business processes that are directly impacted by the deployment of AMI include: • Meter Change-Out/Retrofit • Billing Ft Read Validation • Customer Inquiry and Response • Non -Pay Disconnect/Reconnect • Move In/Out Assumptions: The City will identify pertinent team members that are most appropriate to participate in discussion of process change, along with other key personnel for participation in each workshop Deliverables: Narrative of each process (*.ppt), Finalized current state process diagrams (*.vsd) Task 2.2 - Conceptual Future State (#1) The Future State #1 workshop is the second of three onsite business process workshops that are planned for the development of the final business processes. This review of each business process will focus on the development of the future state, building upon what was developed The City of Santa Ana Page 18 450f 6b2 in current state, and utilizing the new business applications (MDMS system, AMI headend, AMI Infrastructure and AMI Meters as applicable) and the interfaces that will be deployed (AMI/MDMS, MDMS/CIS, etc.). This workshop is typically held during Alpha phase, prior to vendor training and systems configuration in order to help prepare the City to address open items with the vendors. This workshop should coincide with the Reporting Ft Business Intelligence Strategy if that work is also in scope. The Future State #1 processes include: • Meter Change-Out/Retrofit • Billing l} Interval Read Validation (includes VEE) • Customer Inquiry and Response • Non -Pay Disconnect/Reconnect • Moveln/Out • Events Et Reports (Data QA Matrix) • Mass Meter Changeout (Deployment) The new process area, Events Et Reports, will address the advanced (non -billing related) functions enabled by the AMI/MDMS systems. This additional business process area will help the City define the operational impacts that result from AMI/MDMS implementation. UtiliWorks covers this area through creation of a Data QA Matrix during this task. The matrix identifies process owners, priorities, and the schedule for reviewing various system reports, alarms and events. The new process area, Mass Meter Changeout, will address the process for mass meter exchange during Full Deployment, with a focus on the Santa Ana's roles and responsibilities rather than the installation team's procedures. This process will include how to handle any utility - installations, return -to -utility situations, and data exchanges with a work order management system. It is imperative this process be included in the future state design in order to get the City ready to transition to Full Deployment from POC. The discussion for the Mass Meter Changeout session will revolve around data and information flows, inventory control, route sequencing and deployment preparations. Deliverables: Narrative of each process (*.ppt), Decisions and open items from workshop, First pass future state process diagrams (*.vsd), Draft Events & Reports Data QA Matrix. Task 2.3 - As -Built Future State (#2) The Future State #2 workshop is the third of three onsite business process workshops that are planned for the finalization of the business process flow diagrams and training materials. This final workshop will focus on addressing open items from earlier workshops, refining City staff decisions regarding, and incorporating any new information following vendor training and configuration of systems. This iteration serves to bring the process diagrams and supporting materials to a final state that can be utilized for future internal training activity. This workshop will include time for demonstration of active (test or production) systems related to core business processes. The City of Santa Ana Page 19 2W=,�93 The Future State k2 workshop typically follows all training during POC in order to incorporate final changes into future state design. The Future State #2 processes include: • Meter Change-Out/Retrofit • Billing & Read Validation (includes VEE) • Customer Inquiry and Response • Non -Pay Disconnect/Reconnect • Move In/Out • Events l3 Reports (Data QA Matrix) • Mass Meter Changeout (Deployment) Deliverables: PowerPoint training slides incorporating all business process decisions and workshop updates (*. ppt), Final future state process diagrams (*.vsd), Final Events & Reports Data QA Matrix. Task 2.4 - Business Process Audit UtiliWorks will review and audit the core business processes with City staff to determine how well the processes are working in the live environment. The audit will also identify what, if any, adjustments are needed and provide insight into individual users' performance. UtiliWorks will develop web forms to be used as test scripts to track each process audit. These scripts are based on the final business process documentation and will be used by UtiliWorks to follow along with each process step as they are performed by City staff onsite in a one on one format. UtiliWorks will present summary findings and update the final business process documentation as -needed based on findings from the audit. Deliverables: Raw audit,results, Summary report on. key findings from audit (*.doc) Task 3- Communications Campaign Task 3.1 - Communications Campaign Planning UtiliWorks will develop an outreach and education campaign/communications campaign plan that is in lock -step with the AMI Proof of Concept schedule. The program will enhance internal project communications for all utility departments and will foster proactive communications with utility customers and other external stakeholders. UtiliWorks will schedule a discovery with Santa Ana to address the following: • Refine goals, objectives, and strategy of the program (taken from the assessment phase) • Support the development of the overall project branding efforts • Finalize (baseline) the Plan that will serve as the guideline for the project deliverables. The plan will be updated periodically to reflect changes to the Campaign and the AMI Proof of Concept schedule. Assumptions: The planning effort is conducted onsite Deliverables: Communications Plan (*.doc) The City of Santa Ana Page 1 10 pe §jZof 6$ 4 Z Task 3.2 - Organizational Awareness As part of the discovery sessions, UtiliWorks will work with the City to identify the key topics that will drive the content of the utility organizational awareness campaign. Topics may include: • AMI project benefits and information sharing • Transitional change effecting the organization • Theft Detection and Enforcement Policy • Green Initiative Concepts developed with AMI • Areas of concern including - RF, Privacy, Cyber Security, etc. UtiliWorks will work with the City to develop the content appropriate for internal staff that will be published at various stages of the project. The content may be published via an e-mail newsletter, printed flyers, or other formats as deemed appropriate by the utility. UtiliWorks will also support the City in its effort to present this information to staff and field questions accordingly. Assumptions: UtiliWorks will assist in the development of content Deliverables: Content to be used for internal communications Task 3.3 - Customer Communications UtiliWorks will work with the City to develop the content for a variety of customer facing materials. Customer outreach and education pieces are expected to include: • Door hangers • Status letters • Press releases • 'Brochures • Webpages UtiliWorks will advise the City on the timing of releasing the information pieces to the customer base. Many of these materials will be distributed in parallel with other information pieces. Assumptions: UtiliWorks will assist in the development of content. The list of customer education and outreach materials above can be modified based on the outcome of the discovery sessions if the approximate level of effort is commensurate and the changes are agreed upon by the City and UtiliWorks. Santa Ana will employ a graphic designer to assist with visual layouts and design. The printing, shipment and dissemination of materials will be handled by the City. Deliverables: Content to be used for external customer communications Task 4- Full Deployment Quality Assurance and Quality Control Task 4.1 - Oversee and Support Full Deployment Upon Santa Ana acceptance of the Proof of Concept and approval to proceed with Full Deployment, UtiliWorks will provide structured project management to ensure that all project tasks during the full deployment phase are executed in a timely, organized fashion. Given UtiliWorks field deployment expertise, we will provide the City with well -considered advice and recommendations on how to address potential issues or road blocks during this phase. The City of Santa Ana Page 1 11 2W, Accurate recording and timely delivery of serial numbers, out reads, start reads, meter and endpoint characteristics, geographic co-ordinates, digital pictures, and install notes to the appropriate departments and systems at the City is key to full deployment success. UtiliWorks will work with the City and the Installation Contractor to develop the strategy and processes to monitor for tight control and provide a thorough audit of data to ensure a smooth transition to billing with AMI data. To ensure a successful deployment, it is necessary to detail and document the numerous aspects of the Full Deployment phase. UtiliWorks will work with the designated City staff and vendor staff to develop a detailed Full Deployment Plan. At a minimum, this plan will detail processes and procedures for: • Inventory acquisition, supply chain and logistics • Contract employee protocols • Mass meter change out (Deployment) • Communications and reporting • Field installation quality assurance and audit • Data quality assurance and audit UtiliWorks will manage and oversee the selected installation contractor and represent the City's interests accordingly. Specific project management, logistics, training, troubleshooting, and quality assurance tasks to be performed by UtiliWorks during the full deployment phase are outlined in detail below: Project Management o Represent the City regarding management of AMI vendor and their contractors and provide input on change orders and scope creep o Work with the City and the Installation contractor project manager to set production goals and monitor goal versus actual. o Assist the City with scheduling internal installs and provide additional AMI device training as needed. o Review and adjust schedule as needed based, inventory and Return to Utility (RTUs). Provide insight that allows for flexibility in scheduling in a timely manner. o Conduct a detailed review of the Installation contractor monthly invoice o Lead weekly Web based production status meetings with designated staff from the City, Installation contractor, UtiliWorks and AMI vendor. o Provide weekly status reports to the Santa Ana Project Manager to include weekly production updates, RTU's, Quality Audit findings, safety reviews, field related issues and general discussion o Meet with the Santa Ana PM weekly to review project status. Materials Management o Work with the installation contractor and the City to develop the necessary processes to accurately disperse, track, and report on the movement of equipment from warehouse through to installation. o Ensure that vendor shipments to the City are timely, work with vendors to ensure lead times don't affect production schedule, work with installation contractor PM to ensure a rolling 6-week inventory. o Work with the City to ensure inventory levels are updated and accurate, disposition of RTU's on a regular (weekly/ bi -weekly) basis. The City of Santa Ana Page 1 12 21e _ §6 o Work with the installation contractor and the City to develop a strategy and tracking method for the salvage or disposal of removed meters. Training Support/Identification o UtiliWorks will participate in all phases of training to gauge Installation contractor employee's skills in the field. o As part of UtiliWorks in -field audits, ensure that Installation contractor employees are working in a manner that meets or exceeds that of Santa Ana and recommend follow-up training as required. o Provide on-the-job training to the designated Santa Ana AMI System Technician(s) to support troubleshooting efforts in the field. Troubleshooting o Work with the AMI vendor to troubleshoot and resolve any RF coverage issues including the potential need to deploy additional network infrastructure. o Work with the designated AMI System Technician(s) to troubleshoot meter issues as they arise. o Work with the designated AMI System Technician(s) to troubleshoot meter/system alarms, flags, exceptions, etc. Quality Assurance o Work with the Santa Ana Quality Manager to ensure that City standards are maintained by all installers o Perform in -field installation quality audits of installations, to include: • Verify correct installation / check for leaks / check to verify meter pit lid fits correctly • Verify installation contractor performs install per specs established by the City • Verify installation contractor is working safely o Perform data quality audits using installation contractor's work order portal, to include: ■ .,Verification that meter was installed correctly • Verification that the correct meter was installed at the property • Verification of correct "out read" • Review "as left" photos to ensure work area was left in good condition Assumptions: The City will designate an AMI System Technician and a backup resource to fulfill those duties during the project when the lead AMI System Technician is unavailable Deliverables: Full Deployment Plan (*.doc), Weekly Project Status Reports (*.doc), Weekly Field and Data QA Status Reports (*.xls) Task 5 - Business Intelligence and Reporting Business Intelligence (BI) is defined as a set of strategies, processes, applications, data, technologies and technical architectures used by companies to support the collection, data analysis, presentation and dissemination of business information. The high volume of data produced by an AMI system can greatly enhance overall utility operations, but only if that data is transformed into usable information. This effort is intended to examine the reporting and analytical needs of the City and identify where the data can be integrated, analyzed, summarized and presented in a format that is valuable to the City and its staff. The following tasks will allow UtiliWorks to develop a clear The City of Santa Ana Page 113 30 2 WI61T understanding of City philosophy, staffing, and current capabilities related to the technical and business aspects of analytics and reporting. Operational, exception, and Business Intelligence Reports will be defined through specific use cases. These use cases will identify the interactions between users and systems to obtain the desired output at the desired time interval and frequency. Task 5.1 - Discovery and Use Case Identification To understand Santa Ana goals, readiness, and existing staffing and infrastructure to support the BI Reporting effort, UtiliWorks will conduct a series of discovery sessions. These sessions are intended to determine the utility's technical and business readiness to leverage the AM] data. UtiliWorks will lead discovery sessions to assess the capabilities and maturity of operational systems such as SCADA, CIS, GIS, and OMS. This includes how robust the software is and the ability of the software application to integrate with other systems, both inbound and outbound. We will assess the City's level of commitment to each respective software application and how well the staff understands the underlying system architecture, data structure and data quality. Participants are likely to include: system owners, power users, analysts, and system administrators. UtiliWorks will lead discovery sessions with City staff to identify and document existing reports, dashboards, and data analytics currently performed. UtiliWorks will assess the technical capabilities of the City staff such as the ability to extract data, develop queries, integrate data with other systems, and develop reports. UtiliWorks will also assess the analytical capabilities of existing staff and identify any apparent gaps that would hinder the BI Reporting effort. UtiliWorks will lead discovery sessions with utility executives and department heads to outline respective goals related to the enhancement, monitoring, and tracking of electric utility, water utility, and business operations. This will include the identification of existing and. desired reports, dashboards and analytics. The outcome of these discovery sessions will help to define the future reports, dashboards, and analytics to be developed and inform the use cases that UtiliWorks will explore with City SMEs in the subsequent task. Assumptions; Up to eight (8) use cases will be identified forfuture analysis. Deliverables: Onsite Kickoff Agenda and Presentation, information collected via discovery to be summarized in the Recommendations Report Task 5.2 - Use Case Design A use case defines the interactions between users or systems to obtain the desired data or information at a desired time interval and frequency for a defined purpose. UtiliWorks will facilitate one-on-one whiteboard sessions with the designated SME(s) to develop the specific use cases identified in the discovery sessions. The desired result of this process is that staff begin to think about what data or methods for data retrieval and usage are available beyond their current day -today activities. These sessions should be limited to those individuals responsible for performing the task at hand to facilitate an in-depth discussion. These sessions The City of Santa Ana Page 1 14 �a of 6$ 8 1 will be the launching point for UtiliWorks to make recommendations and refine the feedback into a final use case design. Points of the discussion will include: • Current methods for analyzing, and any reporting tools / data sources • Review of AMI / MDM reports and reporting tools • Identify the data source(s) and how the data will be collected • Specify the methods to access and present the data • Identify who/what system will receive the data Deliverables: SME Use Case Workshops, Draft Use Case Design Document (*.ppt) Task 5.3 - Recommendations Report UtiliWorks will compile a summary report based on the outcome of the discovery sessions and use case design sessions. We will offer recommendations on how to advance the BI Reporting effort beyond the design phase. Topics will include: • Identify mismatches in Executive, Department, and SME perceptions • Technical and analytical staffing requirements • Evaluation of current reporting tools in relation to new systems and the ability to access data using the current tools and make recommendations regarding tools that provide enhanced capabilities In terms of data access and data analysis. • New or custom reports/dashboards • New software applications /modules / analytical tools • Integration with other utility IT systems • New users to add to systems (i.e. data access) • Training requirements Deliverables: Recommendations Report (*:doc) The City of Santa Ana Page 1 15 Deliver to: City of Santa Ana 20 Civic Center Plaza Santa Ana, CA 92701 C; - 11-:1 Li LA OKI I EXHIBIT B t Strategic Ulitity Consulting 410'r-N I Table of Contents Section1 - Cost Proposal........................................................................................ 1.1 Fee Proposal.......................................................................................................................... 1.2 Estimated Project Timeline................................................................................................... 1.3 Assumptions.......................................................................................................................... Section 2 - Standard Labor Rates by Position...................................................... Pagel 2of4 © 2019 UtiliWorks Consulting � s 2 B� , 1 5ection 1 - Cost Proposal 1.1 Fee Proposal The fees proposed fall into the following categories: • Fixed fee based on percent complete by task • Fixed monthly project fees based on phase duration • Estimated travel expenses UtiliWorks is proposing a not -to -exceed contract fee structure. Invoicing will be monthly based on percent complete by task plus monthly fees (as applicable) Assuming a 13-month Proof of Concept and a 14-month Full Deployment, that equates to a level of effort for Phase 1 and 1 combined of approximately 3,775 labor hours. i asn+s iasx�rva e Fe SSt7a�"tu a Fee tled .- Phase 1 - Procurement and Contracting - __lMobllizatlon and ,Project Kickoff _ Fixed Fee___ ____, 5_ 7t705S 1.2. State of Industry Review _ ._. . -.. ... ... Fixed Fee .. ........... .. $ 3,210' S . _ 10 , -___.7,705 3,210 1.3 3 iRequirements Workshop _ i _ Fixed Fec _ : $ .14,382 j $__ .__._' 382 1.4 ;Implementation Plan Fixed Fee S 3,852 $ _14, 3,852 1 5 ' _ j5taffing Plan l _ w. _ Fixed Fee Fi ._.. ....- $ 8,561 $ 8 5-61 1.6 RFP Development Fixed Fee $ - -. 11,728 $ 11,728 1.7 IRFP Administration Fixed Fee. . S 5,993 $ 5,993 1.8 'Response Evaluation Support Fixed Fee S 10,416 $ 10,416 1.9 _ :Contracting and Negotiations Support Fixed Fee S 18,942 $ 18,942 Subtotal Phase 1 S 84,789 Phase 2 - Program Planning and Implementation i 'Proof of concept Deployment Project Management' 2.1 ;(Alpha and Beta) $/Month - 13 MONTHS S 27,000 i $ 351,000 2.2 Full Deployment Project Management $/!Month - 14 MONTHS 12,000 $ 168,000 2.3 'Business Process Re -Engineering Fixed Fee $ 70,767 ($ 70,767 2.4 communications Campaign Flxed,Fee S 51,365 S 51,365 2.5 ;Reporting and Business Intelligence ' Fixed Fee ,S 29,1071S 29,107 Subtotal Phase 2', $ 670,239 Total Phase 1 and Phase 2' $ 755,027 Travel Expense Allowance Phase 1 and Phase 2 (Estimated 60 i i person -trips) Billed at Cost S 1,000 S 60,000 Grand Total S 815,027 Pagel 3of4 Estimatgd Free R r ar Ihc1udingTl111M 2019 1 2020 2021 2022 1 Grand Total S 92,789 S 502,239 5 269,000 S 51,000 S R15277 ® 2019 UtiliWorks Consulting i�f,'12 1.2 Estimated Proiect Timeline UtiliWorks proposed fee is based on an estimated project duration of three (3) years starting in April 2019. Each phase and sub -phase are depicted below. «i l{l �1 J C mil' P Q P O S OI NMI O l `•V �e k �4� 11 - rryd [... � !^ �r5 9 a 3 �' e5 3 �1'k! " :� 3 3'l Es S ma d:Aeplo. etlt .tm fqe tl rS1 , .Xi. . Raw 1 . . Procurement and Cootraa6g • Phase 2 Proof o1 Can pt - Alpha and Beta 1111111=11 I I I I I I I Ful Deplayment 1.3 Assumptions The following assumptions are made regarding the fee proposal provided: • The travel budget is estimated at 60-person trips over the life of the project at $1,000/trip on average. Travel will be billed at actual cost. Actual trips required may vary. UtiliWorks will seek pre -approval from Santa Ana prior to booking travel. • Work will be performed by UtiliWorks resources either on -site or off -site in the completion of SOW deliverables. • Any required state, city, or local government taxes, fees, or business licenses costs will be invoiced to the Santa Ana at actual cost incurred. • The City will make available to UtiliWorks all relevant information so that a comprehensive analysis may be performed. This information shall be provided in a timely manner to not adversely influence the approved project plan and schedule. • The City will appoint a Project Lead that will serve as the primary point of contact throughout the engagement. The Project Lead will assist in organizing the participation of staff, management, and stakeholders as needed. • The City and its team members will assume a proactive role in actively participating in project objectives, milestones, and defined project responsibilities. Section 2 - Standard Labor Rates by Position Pagel 4 of 4 a"Title,~ ' ,���)Standard,'�Bil.(in Rate. Managing Director 1 5295.00 Principal $260.00 Senior Manager $220.00 Manager Senior Associate Associate Senior Analyst $220.00 $220.00 $190.00 $160.00 Analyst Junior Analyst Administrative_.__ $160.00 $115.00 $115.00 0 2019 Uti[Morks Consutting 2I='�93 IT 25G-74 REQUEST FOR PROPOSALS (RFP) FOR AMI PLANNING AND IMPLEMENTATION CONSULTANT RFP NO.:18-064 CITY OF SANTA ANA PUBLIC WORKS AGENCY 20 Civic Center Plaza Santa Ana, CA 92701 Cesar Barrera, P.E. Project Manager (714) 647-3387 Office cbarrera@santa-ann.org Release: KEY RFP DATES (Subject to change at discretion of Citv): Issue Date: Letter of Intent: Deadline for Requests for Information: Proposal Due Date: Presentation/Interviews: Projected Award Date: Tuesday, September 11, 2018 Tuesday, September 18, 2018 Monday, October 15, 2018 Tuesday, October 30, 2018 - before 3:00pm. Week of November 26, 2018 Tuesday, January 15, 2019 EXHIBIT 2 City of Santa Ana RFP 18-064 25%-75 Public PE, PLS Director Agency NOTICE INVITING PROPOSALS NOTICE IS HEREBY GIVEN that proposals will be received from qualified firms for AMI Project Management. Responses to this Request for Proposals (RFP) will be accepted until Tuesday, October 30, 2018; 3:00 pm. Proposals received after this date/time will not be considered. Responses to this Request for Proposals (RFP) must be submitted electronically to the PlanetBids system. It is the responsibility of the proposer to ensure that any proposals submitted have been uploaded to PlanetBids prior to this proposal due date and time. Proposals shall NOT be mailed or sent via telegraphic, electronic or facsimile means. All notifications, updates and addenda will be posted online on PlanetBids at hi!Rs:/%vww.vlanetbids.com/portal/i)ortal.cfin?CompanylD=20137 and on the City's RFP Bid page at www.santa-ana.or ids-rfps. Proposers shall be responsible for monitoring PlanetBids and the City's RFP Bid page to obtain information regarding this solicitation. Failure to respond to required updates may result in a determination of a nonresponsive proposal. LETTER OF INTENT: As a courtesy to the City, all interested firms are encouraged to submit a Letter of Intent of their pending proposal to the noted Project Manager by the required date as shown on the cover page of this RFP.. Letters shall be sent via certified mail or email.'A, decision, by an interested firm, not to submit a Letter of Intent would not lead to the disqualification of the firm. City of Santa Ana RFP 18-064 256 76 TABLE OF CONTENTS I. GENERAL A. NATURE OF WORK 4 B. SUBMITTAL OF PROPOSAL 4 C. PROPOSAL EVALUATION AND RATING 5 D. PROJECT FUNDING 5 E. TERM OF CONTRACT AGREEMENT 5 H. PROPOSAL TERMS AND CONDITIONS 5 A. EXAMINATION 5 B. EXECUTION OF AGREEMENT 5 C. PROPOSAL VALIDITY 5 D. PRE -CONTRACTUAL EXPENSES 6 E. JOINT OFFERS SUBCONSULTANTS 6 III. INSTRUCTIONS TO PROPOSERS 6 A. CITY RESPONSIBILITIES 6 B. PROPOSER RESPONSIBILITIES 6 C. REQUEST FOR INFORMATION OR CLARIFICATION 6 D. ADDENDA 7 E. LICENSES & PERMITS 7 F. INSURANCE 7 G. PAYMENT INFORMATION PACKET 7 H. PRE -PROPOSAL MEETING 7 I. CITY RIGHT TO REJECT 7 J. PROTESTS 7 IV. SUBMITTAL REQUIREMENTS 8 A. GENERAL 8 B. PROPOSAL CONTENTS 8 V. PROPOSAL REVIEW (CONSULTANT SELECTION) 10 A. EVALUATION AND RATING 10 B. SELECTION 10 VI. AWARD OF AGREEMENT 10 A. REQUEST FOR COUNCIL ACTION 10 B. EXECUTION OF AGREEMENT 10 VIL IMPLEMENTATION 10 A. KICK-OFF MEETING 10 B. NOTICE TO PROCEED 10 VIII. PUBLIC RECORDS 10 APPENDIX ATTACHMENT 1: SCOPE OF WORK 12 ATTACHMENT 2: STANDARD AGREEMENT 21 ATTACHMENT 3: CERTIFICATIONS 30 ATTACHMENT 4: PROPOSAL FORMAT 35 ATTACHMENT 5: FEASIBILITY STUDY REPORT 38 City of Santa Ana RFP 18-064 25C.3F-77 I. GENERAL The City of Santa Ana ("Santa Ana" or "City") is the county seat and second most populous city in Orange County, California, with over 340,000 residents. It is the 57th most -populous city in the United States. There are approximately 45,000 metered water accounts. Santa Ana is located in Southern California, adjacent to the Santa Ana River, about 10 miles away from the California coast. Founded in 1869, the City is part of the Greater Los Angeles Area, the second largest metropolitan area in the United States with almost 18 million residents in 2010. One of Santa Ana's strategic plan goals (Team Santa Ana) is to be innovative and efficient in the delivery of City services. One of the identified strategies in accomplishing this goal is to promote the use of technology to improve the delivery of services and information to staff and the community. Currently, water meters are read manually and bi-monthly by city staff to determine customer water consumption for billing. Santa Ana is pursuing a project to implement Automated Meter Infrastructure (AMI) to convert existing water meters to smart meters based on new available technologies, transition from bi-monthly to monthly billing, establish timely distribution leak detection capability, and provide water consumption data to customers while maintaining optimum customer satisfaction. A. NATURE OF WORK: Santa Ana is seeking a qualified AMI Consultant to provide professional services for detailed planning and assistance in the selection and implementation of an AMI system. The selected consultant will assist the City in developing detailed strategies, design, and plans for AMI as well as support the project management and implementation including the solicitation of AMI and Meter Data Management System (MDMS) vendors for the meter replacement and the implementation and initial operation of the network and software applications. The solicitation includes the preparation of a request for proposal (RFP). From the several distinct business models available to the City in the execution of the AMI program, the "Design, Build, Run, and Transfer Model" is currently being seriously considered by the City. Under this particular model, Santa Ana anticipates that the AMI vendor will design the AMI network, install all network infrastructure and the applications, and then tam the system over to the City once the system passes an acceptance test. Under this model, all applications and network elements will ultimately revert to the City. A detailed Scope of Work is included in ATTACHMENT 1: SCOPE OF WORK in the Appendix of this RFP. B. SUBMITTAL OF PROPOSAL: Responses to this Request for Proposals (RFP) must be submitted electronically to the PlanetBids system. It is the responsibility of the proposer to ensure that any proposals submitted have been uploaded to PlanetBids prior to this proposal due date and time. The Fee Proposal shall be submitted separately and electronically to the PlanetBids system prior to this proposal due date and time. City of Santa Ana RFP 18-064 2Ui478 C. PROPOSAL EVALUATION AND RATING: The criteria for evaluating the proposals submitted will take the following items into consideration: • Finn/Team Experience 30% • Technical Approach 40% • Schedule 20% • References 10% The City has established a proposal review committee to evaluate proposers based on the response to the RFP, which includes adherence to outlined directions and format, and the City evaluation criteria set forth above. A final score will be calculated for each submitted proposal and used to rank the proposers. D. PROJECT FUNDING: Project is funded by State and local funds. E. TERM OF CONTRACT AGREEMENT: This term is outlined in the Standard Consultant Agreement, as contained in ATTACHMENT 2: STANDARD AGREEMENT in the Appendix of this RFP. H. PROPOSAL TERMS AND CONDITIONS By submitting a Proposal, the Proposer acknowledges that it has thoroughly examined and accepts the Terms and Conditions of this RFP as described below: A. EXAMINATION Proposer represent that it has thoroughly examined and become familiar with the services and responsibilities required in this RFP and that it is capable of effectively and efficiently performing quality work to achieve the City's objectives. Any attachments referenced herein or any interpretations, clarifications or amendments subsequently posted in the relation to this RFP are fully incorporated. B. EXECUTION OF AGREEMENT The City and the selected Proposer will enter into an Agreement similar to that as shown in ATTACHMENT 2: STANDARD AGREEMENT in the Appendix of this RFP. If a Proposer is unwilling or unable to execute an Agreement within thirty (30) days after being notified of selection under this RFP, the City reserves the right to select the next most qualified Proposer or call for new Proposals, whichever the City deems most appropriate. C. PROPOSAL VALIDITY Services, pricing and warranties indicated in a respondent's Proposal must be valid for a period of 120 days after the submission of the Proposal. City of Santa Ana RFP 18-064 29133P&79 D. PRE -CONTRACTUAL EXPENSES The City of Santa Ana shall not, in any event, be liable for any pre -contractual expenses incurred by Proposers in the preparation of its proposal. E. JOINT OFFERS/SUBCONSULTANTS Where two or more Proposers desire to submit a single Proposal in response to this RFP, they should do so on a prime sub -consultant basis. The City intends to contract with only one single firm and not with multiple firms doing business as a joint venture. Should the use of sub -consultants be offered, the Proposer shall provide the same assurances of competence for the sub-consultant(s) plus the demonstrated ability to manage and supervise the subcontracted work. Sub -consultants shall not be allowed to further subcontract with others for work under the Agreement. The provisions of the Agreement shall apply to all sub -consultants in the same manner as they do for the Proposer. III. INSTRUCTIONS TO PROPOSERS A. CITY RESPONSIBILITIES The City will provide information in its possession relevant to preparation of required information in RFP. The City will provide only the staff assistance and documentation specifically referred to herein. B. PROPOSER RESPONSIBILITIES Point of Contact: The selected proposer will assume responsibility for all services in its proposal. The selected proposer shall identify a sole point of contact with the greatest knowledge in regard to the required service operations and contractual matters, including payment of any and all charges resulting from the Agreement. Evidence of Financial Capacity: Proposer may be requested to submit its most recent audited financial statement, evidencing proposer's financial capacity to fully perform the required services, including provision of equipment and personnel expenses over a ninety (90) day period. If said financial statement does not reflect full ninety (90) day operational capacity, proposer may include a letter of credit as evidence of supplemental capacity. C. REQUEST FOR INFORMATION OR CLARIFICATION All questions or requested clarifications shall be made in writing via e-mail to the Project Manager (contact information as noted on the cover page to this RFP) by or before the "Deadline for Requests for Information" date noted on the cover page of this RFP. No verbal requests or responses will be accepted. Significant interpretations or clarifications will be addressed via addenda to this RFP, as indicated below in SUB -SECTION III.D "ADDENDA". City of Santa Ana RFP 18-064 261 80 D. ADDENDA Any changes in RFP from the date of release to date of submittal will result in an addendum or amendment. Notification of such addendum or amendment shall be posted on PlanetBids and City's website, www.santa-ana.ora/bids-rfvs. E. LICENSES & PERMITS The selected Proposer shall be required to obtain a City of Santa Ana Business license within ten (10) business days of selection and must provide a copy to the City Project Manager or designee prior to commencing any work in Santa Ana. Additionally, Proposer will be responsible for obtaining any licenses/permits required by the Scope of Work. F. INSURANCE The selected Proposer shall provide the required evidence of insurance coverage as set forth in the standard agreement within ten (10) business days after receipt of notice of award. G. PAYMENT INFORMATION PACKET The selected Proposer shall return a completed payment information packet within ten (10) business days after the successful Proposer has received notice that the agreement has been awarded. The packet is available on the City's website: www.santa-ana.org/bids-rfUs H. PRE -PROPOSAL MEETING The City will not hold a pre -proposal meeting for this project. Significant interpretations or clarifications will be addressed via addenda to this RFP, as described above in SUB -SECTION III.D "ADDENDA". I. CITY RIGHT TO REJECT The City reserves the right to reject any or all proposals submitted and no representation is made hereby that any agreement will be awarded pursuant to this RFP or otherwise. The City reserves the right to accept or reject the combined or separate components of this proposal in part or in its entirety or to waive any minor inconsistency, informality or technical defect in the proposal. The City reserves the right to reject, replace and approve any and all subcontractors. All subcontractor(s) shall be identified in the response to the RFP. Subcontractors shall be the responsibility of the successful Proposer and the City shall assume no liability of such subcontractors. J. PROTESTS Proposers with concerns or rebuttal of any staff determination of non -responsiveness or non - responsibility may submit, in writing within five (5) business days, to the Project Manager, any concerns regarding the RFP process or staff determination. Such writing shall be considered by City of Santa Ana RFP 18-064 2M181 the City Manager or his designated representative, and may be acted upon within five (5) business days. If no action is taken within such time, there shall be no change to the staff determination. The exercise by Proposer of its right to submit written concerns shall be a condition precedent to seeking judicial review of any award of a contract hereunder. IV. SUBMITTAL REQUIREMENTS A. GENERAL 1. INSTRUCTIONS Refer to SECTION I "GENERAL" above. 2. DEADLINE Proposals are due, to the City of Santa Ana (via PlanetBids submittal), at the date and time set forth above in the Notice Inviting Proposals. B. PROPOSAL CONTENTS A responsive proposal shall contain the following documentation: 1. STATEMENT OF QUALIFICATIONS The Statement of Qualifications shall be limited to a MAXIMUM of (10) DOUBLE -SIDED PAGES (excluding front and back covers, section dividers and attachments such as resumes, forms). Font size shall be minimum 11-point Arial. Proposal exhibits shall be maximum 11" x 17". The Statement of Qualifications includes the following: a. Cover Letter Proposals shall include a letter signed by a principal or authorized representative who can make legally binding commitments for the entity. Include type of business entity. b. Agreement Statement Proposal shall include a statement outlining your concurrence or concerns with any and all provisions as contained in the standard agreement attached as ATTACHMENT 2: STANDARD AGREEMENT in the Appendix of this RFP. c. Firm and Team Experience Proposal shall include a profile of the frrm's experience. Include resumes of project team/sub-contractors that outline their technical and design experience. At a minimum, this should include the project manager/principal agent, associates in charge when project manager/principal agent is unavailable, key personnel, firm size, and an organization chart identifying only those who will perform work for the proposed project and the percentage of each individual's time devoted to this project. The project manager/principal agent shall be the primary contact person to represent your firm. d. Technical Approach Proposal shall include the proposed technical approach which demonstrates the firm's understanding of the scope of work. This outline should include anticipated approach, City of Santa Ana RFP 18-064 2�g82 tasks necessary for successful completion, and suggestions or special concerns that the City should be made aware of. In addition, the Proposer should include any innovative or unique approach(es) that provide value to the City that go beyond financial measurements. If justified, the Proposer is also encouraged to propose alternatives to the "Design, Build, Run, and Transfer Model" that is currently being considered by the City. e. Relevant Project Experience Proposal shall include a list of relevant projects which your firm or personnel have completed within the last five (5) years, including significant work with public agencies. Project information should include project description, year completed, client name, along with a person to contact and their telephone number. f. Schedule Proposal shall include a detailed schedule based on the Scope of Services explained below in SUB -SECTION IV.B.2 "SCOPE OF SERVICES & SCHEDULE" with a written statement which provides information on current workload and how this project would be accommodated. g. References Proposal shall include references for three public entities for which Proposer has performed similar work within the past five (5) years. 2. SCOPE OF SERVICES & SCHEDULE Proposal shall include a Scope of Services which details the work phases to be completed, the tasks to be accomplished and the deliverables to be provided. Scope of Services shall be incorporated into the schedule as described above in SUB -SECTION IV.B.l.f "SCHEDULE" to complete the project based on the requested Scope of Work, detailed in ATTACHMENT 1: SCOPE OF WORK in the Appendix of this RFP. 3. FEE PROPOSAL Proposer's fee proposal shall be submitted concurrently with the technical proposal, but in a separately submission to the PlanetBids system. This shall include the proposed Total Fee, firm's Standard Hourly Fee Schedule and a Project Fee Schedule by task as outlined in the Scope of Work. 4. CERTIFICATIONS The following forms, included in ATTACHMENT 3: CERTIFICATIONS in the Appendix of this RFP, shall be signed and included as part of the proposal submittal package: • Non -Collusion Affidavit • Non -Lobbying Certification • Non -Discrimination Certification 5. PROPOSAL FORMAT Additional proposal format instructions are provided in ATTACHMENT 4: PROPOSAL FORMAT in the Appendix of this RFP. City of Santa Ana RFP 18-064 29�=83 V. PROPOSAL REVIEW (CONSULTANT SELECTION) A. EVALUATION AND RATING Refer to SECTION I "GENERAL" above. B. SELECTION The committee may interview the top ranking proposers. The City will recommend award of the agreement to the proposer who will provide the best quality and value to the City. City reserves the right to begin negotiations and enter into an agreement without interview or further discussions. VI. AWARD OF AGREEMENT A. REQUEST FOR COUNCIL ACTION Following evaluation and rating by the proposal review committee, the Executive Director will recommend award of an agreement to the proposer providing the best quality and value to the City. B. EXECUTION OF AGREEMENT A standard agreement is included as ATTACHMENT 2: STANDARD AGREEMENT in the Appendix of this RFP. "Proposer" will hereinafter be referred to as "Consultant' in standard agreement. The term of the agreement will begin after the agreement is fully executed, and all required bonds, insurance documents and contents of the payment information packet have been received and approved. VI1. IMPLEMENTATION A. KICK-OFF MEETING A kick-off meeting will be held after award of contract. Consultant and its team will meet with City of Santa Ana staff to conduct introductions, discuss scope of services, and implementation process. B. NOTICE TO PROCEED Following the kick-off meeting, a formal Notice to Proceed (NTP) may be issued after the agreement is fully executed, and all insurance documents and contents of the Payment Information Packet have been received and approved. VIII. PUBLIC RECORDS All responses to the RFP shall become property of the City, and proposals will become public record after award of agreement. Proposer information identified as proprietary information shall be maintained confidential, to the extent allowed under the California Public Records Act. ----- End of GENERAL Section City of Santa Ana RFP 18-064 M284 This page is intentionally left blank. City of Santa Ana RFP 18-064 2M-185 Appendix ATTACHMENT 1: SCOPE OF WORK City of Santa Ana RFP 18-064 2'8i'-286 SCOPE OF WORK Introduction and Background: The City of Santa Ana (City) supplies potable water to some 45,000 customers which includes the City's 340,000 plus residents and 30,000 businesses and institutions. Currently, the customers are metered by traditional water meters. These meters are manually read every two months to collect the meter reading. This data is then processed to provide the water bill. The City serves about 44,500 water accounts with approximately 13 billion gallons each year. Table 1 provides a summary of the City's water service accounts by customer class. Table 2 provides the number of meters by meter size. I able 1. water Accounts oy t,ustomer Mass Customer Class Approximate Number of Accounts in 2015*' Single -Family Residential _ 35,547 ------------ ---- --------------------- Multi-Family _Residential _ 3,565_—„____ Commercial, Institutional & Industrial (CII) 5,406 Landscape ____ source: 2010 Urban — City of Santa Ana Table 2. Meter Numbers by size Meter Size I Number of Meters 5/8" -- - - — =-- 31,387-- -- 1;, - - 4,139 -- 11/2" 1,401_ _ 2 1,675 3 -- - 320 4,>-. - - 146 6 35- - -- TOTAL The City is committed to pursuing Automated Meter Infrastructure (AMI) to convert all water meters to smart meters based on new available technologies, establish a distribution leak detection system, and provide water consumption data to customers while maintaining optimum customer satisfaction. The ultimate objectives from the conversion to smart metering technology are to have an integrated system for water utilities to: • Remotely and continuously monitor and diagnose problems, pre-emptively prioritize and manage maintenance issues us-ing data -driven insights. • Provide customers with the information and tools they need to make informed choices about their behaviors and water usage patterns and enable water conservation by customers. Currently, the meter reads uploaded from the handheld devices are provided to the billing system. The City of Santa Ana RFP 18-064 26&%3F 187 customers are billed bi-monthly based on the eight meter read cycles. Meters are read again if there is a customer complaint after billing in order to identify the issue. The billing system currently used by the City is enQuesta. With the smart water metering technology, the City aims to acquire the foundation to assess and redesign its services delivery models, improve business processes, and transform itself into a leading water utility that provides enhanced usage information to the customers. The AMI system will require the procurement of new meters, communication modules to upgrade some of the meters, installation of a radio frequency (RF) network, an AMI software head end system (HES), a meter data management system (MDMS) to store meter reads and a customer portal to provide data to customers. The MDMS will provide data to the existing billing system. The City intends to host the AMI HES, MDMS and customer portal solution. The AMI RF network will be owned and managed by the City or a third party. Description of Work: The AMI Consultant will assist the City in developing the more detailed strategies, design, and plans for AMI as well as support the project management and implementation including field deployment of AMI assets and systems integration phases. The AMI Consultant will also assist the City in developing detailed requirements documentation to support the procurements. The AMI Consultant will be required to prepare a request for proposal (RFP) for the procurement of an AMI vendor and installer. The City has created and engaged an AMI stakeholder committee (Committee) composed of representatives from various functions throughout the City organization. The Committee will act as a conduit to provide information to the AMI Consultant through the City -assigned AMI Project Manager. The Committee members will communicate to their respective work groups. The AMI Consultant will work with the City -assigned AMI Project Manager on developing detailed strategy, design, and plans for AMI as well as on supporting the project management and implementation. Understanding and Approach The AMI Consultant will communicate with assigned City staff and Committee members and provide recommendations regarding all aspects of the AMI described below. The AMI Consultant will also ensure that the decisions are incorporated in the solicitation (RFP) for a qualified vendor to provide and install an AMI system for water utilities. The aspects listed below are areas of concern identified by Committee members and shall be addressed by the AMI Consultant in the form of an implementation plan prior to the solicitation for a qualified AMI vendor. The AMI Consultant should demonstrate qualifications in all of the listed aspects and propose an approach to tackle all aspects of an AMI system for water utilities. At the conclusion of the implementation plan, the AMI Consultant shall prepare an RFP and assist the City's project manager in addressing any vendor requests for information as well as assist in the evaluation of proposals. The AMI Consultant will not be allowed to submit a proposal as an AMI vendor for the AMI installation. Once an AMI vendor is selected and a contract award made, the AMI Consultant will act as the City's project manager during the installation and implementation period. City of Santa Ana RFP 18-064 14$ 8 A. Smart Metering Technology The AMI Consultant will present to the City the latest smart metering technologies and will make recommendations for the most feasible and most suitable AMI technology and equipment. At a minimum, the following functionalities will be considered; 1. Requesting/receiving and on -request data retrieval to allow City personnel to query the meter in real- time. 2. Alarms or alerts that provide additional information on customer use or meter problems to allow more proactive resolutions. 3. Remote firmware updates for the meter transmission units (MTU) that allows for focused or system- wide updates and reduces technology risks. 4. Time synchronization of the MTU and the AMI HES to allow for complete system data synchronism. B. Data Collection Network The AMI Consultant will recommend the infrastructure required for system operation. In particular, The AMI Consultant will recommend the following: 1. Official RF Propagation Study from a licensed RF engineer or engineering firm to display the required exact location and height of all data collection equipment and coverage patterns. 2. The City has limited storage and staging facilities so the AMI Consultant must have expertise in means to minimize the stocking requirements of system components. 3. On -board battery backup for data collection hardware (receivers, collectors, etc.) to ensure their operation in the event of primary power interruption. 4. Built-in provisions to prevent hourly data history loss in the event that a data collector fails and cannot be repaired for few days. The AMI Consultant will also recommend and include, in the solicitation, systems that require the least amount of collection infrastructure while still providing overlapping coverage for redundancy. C. Communication Method The AMI Consultant will recommend the highest level of protection from frequency interference levels. In particular, the AMI Consultant should demonstrate expertise and provide recommendations in the following aspects of AMI: 1. Endpoint transmitted power and its effect on the battery. 2. RF modulation used by the Endpoints (narrow band, spread spectrum, etc.) and the advantages of each type of modulation. D. System Head -End Control Computer and Software The AMI Consultant will advise the City on the following aspects related to system head -end control computer and software and will ensure that the agreed on solution is reflected in the solicitation for an AMI vendor and installer. In particular, the AMI Consultant will provide support in the following areas: 1. Failover and disaster recovery provisions. City of Santa Ana RFP 18-064 26EG1$9 2. Scalability of the Head -End software and Control computer. 3. Systems capable of exporting data to third party software applications and direct database interface. 4. Data security and reliability and in particular, in the Control Computer architecture, underlying database and provisions for ensuring that data is not lost once received by the Control Computer. 5. Data management software with user -defined queries to analyze consumption patterns and system alerts. 6. System diagnostic software including a. A mapping interface to graphically report Endpoint and collection system equipment location and performance. b. Capability of generating reports, tables and text files. E. Meter Data Management Software The AMI Consultant will advise the City on the following aspects related to meter data management software -and will ensure that the agreed on solution is reflected in the solicitation. The AMI Consultant should demonstrate expertise with enQuesta's mobile workforce application and in linking (interfacing) an ipad, tablet or tough book for field operations in order to create and fulfill work orders. 1. Basic Capabilities: A browser -based application that runs on a server. ii. Scalable AMI software and Control computer. 2. Import / Export capabilities: i. Interface to.the City's CIS/billing software. ii. Support of GPS type data to identify locations of account geographically. 3. Meter Data i. Ability to process hourly time -stamped meter reading taken from all water meters and verify the percentage of reads received for particular areas and/or selected meter routes. ii. Ability to search for records matching specified information. iii. Ability to provide data on an hourly (or more frequently) basis for various applications: Hourly (or more frequently) time -stamped meter reading taken from all water meters for monthly billing purposes. Hourly (or more frequently) usage/consumption readings for resolution of customer billing disputes and improved customer service. Alarm data received (leak, reverse flow, broken pipe, non -read, non -numeric read) for identification of customer site problems. iv. Capability to support demand read capability to the meter. V. Capability to store all meter data information obtained from the base stations for an agreed upon period of time. City of Santa Ana RFP 18-064 230(.-V1690 4. Meter Data Analytics (MDA) i. Configurable validation routines with parameters defined at the meter, group or population level. ii. Highly configurable validation routines not requiring the writing of code or the creation of scripts. iii. High/low analysis, gap identification, site -specific validation, historic average extrapolation estimations and linear interpolation extrapolation estimations. iv. Vacant consumption and restricted use analyses 5. Meter Data Reporting (MDR) i. Standard reporting AMI Software ii. Geo-spatial/map view 6. Customer Web Portal i. Accessible to customers using PC web browsers (Internet Explorer or Firefox) or mobile web browsers from major manufacturers. F. Endpoint Installation The AMI Consultant will recommend the most suitable and most cost effective installation approach to managing the network, meter and endpoint Installations. All meters shall be replaced and placed back into service as soon as possible in order to minimize service interruptions. The AMI Consultant will recommend a complete workflow for end to end installation process. The AMI Consultant will also advise on endpoint and network (meters and transceivers) installation contract management. Contractual items include installation sequence, installation schedule, response to complaints, improper installations, material scrap/disposal, leaks after installation, installation control and audit procedures, installation/field testing control of hardware and software, and interface to AMI Control Computer. G. Hosting The AMI Consultant will recommend the most suitable and most cost effective hosting arrangement for the AMI system including various hosting -associated aspects: 1. Hosting the AMI software on City server hardware onsite or at a remote secure data center. 2. A web portal access to the AMI software. 3. Responsibility and requirements for system uptime and downtime. Management of services by the City under the scenario where the AMI system is administered by an outside consultant. City of Santa Ana RFP 18-064 2M J1 H. Staffing Considerations for Smart Metering Technologies AMI project implementation will impact multiple organizations throughout the City, including metering, field service, IT, billing, customer service, engineering, etc. The project will also be a high visibility effort that will be viewed internally and externally as a transformational initiative. The AMI Consultant will determine the required resources from multiple departments across the City organization for a successful AMI project. The solutions and more specifically, the MDMS system, provides many new reports and analytics capabilities to identify leaks, stopped or problem meters, tampering, etc. These capabilities are determined as extremely valuable by Santa Ana and are considered essential for gaining the full benefits of the AMI system. The AMI Consultant will advise on the required dedicated resources and, in particular, the following aspects to monitor the systems and achieve the desired benefits. 1. AMI Solution Implementation 2. Meter Maintenance and Repair 3. MDMS Operations and Billing System Support Team 4. Information Technology Organization 5. Call Center Resources 6. Organizational Structures I. Schedule The City has estimated that the AMI project would take approximately 3 to 5 years from initiation to completion of meter installation. Since 2006, approximately 6,826 new meters were installed by City. The remaining 37,739 meters are more than 10 years old with almost half of the meter population over 15 years old. J. Preparation of Solicitation Documents The selected AMI Consultant will be expected to prepare solicitation documents (RFP) that will be used by the City to request potential AMI suppliers to submit a proposal to the City (including quotation and schedule) to provide the required AMI system. Preparation of solicitation documents will cover the process of assembling and formalizing the information and documentation necessary for potential suppliers to prepare responsive and easily comparable offers. The information in the solicitation documents must be consistent with the requirements and strategy as determined by the City with input from the selected AMI Consultant. The selected AMI Consultant should ensure that the solicitation documents create a "level playing field", i.e. measurable evaluation criteria that will allow suppliers the same chances to receive the contract award and the obligations that they will be expected to enter into. All requirements should be clearly expressed in terms that are conducive to receiving a sufficient number of responsive offers so that the outcome will best meet the City's steeds. Procedures should be clearly expressed to avoid unnecessary City staffs time in explanations. City of Santa Ana RFP 18-064 2 L192 K. Installation/Implementation Period Project Management The selected AMI Consultant will be expected to act as the City's project manager during the installation and implementation period. The AMI Consultant will serve as a liaison between the AMI installation vendor and the City to ensure the dual goals of ensuring the AMI vendor performs the work adequately and in accordance with the contract and that City staff remain appraised of progress. The services during this period are at minimum expected to include the following: • Preparation and dissemination of periodic update reports on AMI vendor's progress • Providing clarifications and answers to AMI vendor's requests for information as needed • Providing direction and technical assistance in resolving installation issues in the field • Providing direction and technical assistance in resolving technology commissioning issues that may arise ----- End of SCOPE OF WORK Section. ----- City of Santa Ana RFP 18-064 26G-93 This page is intentionally left blank. City of Santa Ana RFP 18-064 2' 3'94 Appendix ATTACHMENT 2: STANDARD AGREEMENT City of Santa Ana RFP 18-064 2M=195 CONSULTANT AGREEMENT CITY OF SANTA ANA THIS AGREEMENT is made and entered into this day of 2019 by and between , ("Consultant'), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS A. The City desires to retain a consultant having special skill and knowledge in the field of: Briefly describe expertise sought and the scope of work the consultant (engineering) services will perform. B. Consultant represents that Consultant is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: 1. SCOPE OF SERVICES Consultant shall perform during the term of this Agreement, the tasks and obligations including all labor, materials, tools, equipment, and incidental customary work required to fully and adequately complete the services described and set forth in Scope of Services - Exhibit A, attached hereto and incorporated by reference. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services for City, the rates and charges identified in Compensation - Exhibit B. The total amount to be expended under this Agreement shall not exceed $xxxxxx during the term of this Agreement, including any extension periods exercised under Section 3. b. Payment by City shall be made within 45 days (forty-five) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 3. TERM This Agreement shall commence on [enter a Start Date or "the date first written above"] for a number City of Santa Ana RFP 18-064 M296 (#) year term with the option for the City to grant up to a number (#)-year renewals, exercisable by a writing by the City Manager and the City Attorney, unless terminated earlier in accordance with Section 16, below. 4. PREVAILING WAGES Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" projects. If the services being performed are part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 5. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 6. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 7. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, City of Santa Ana RFP 18-064 29&-97 resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self-insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. C. Worker's Compensation Insurance. In accordance with the provisions of Section 3700 of the Labor Code, Consultant, if Consultant 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, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Consultant is or employs a licensed professional such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. e. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: i. Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. ii. Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. iii. Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. iv. Consultant shall supply City with a fully executed additional insured endorsement. f. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. City of Santa Ana RFP 16-064 2498 8. INDEMNIFICATION Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, contractors, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Consultant, its subcontractors, agents, employees, or other persons acting on its behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Consultant's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. 9. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. 10. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 11. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered City of Santa Ana RFP 18-064 26F- 19 by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 12. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 13. DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 14. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party .to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein. 15. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 16. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product(s) completed as of such date, and in such case such work product shall be City of Santa Ana RFP 18-064 2662100 the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 17. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 18. JURISDICTION -VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 19. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 20. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. 21. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: City of Santa Ana RFP 18-064 25Wil)l Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax: 714- 647-6956 To Consultant: First & Last Name Title Consultant Firm Name Address City, State, Zip Fax: A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: CITY OF SANTA ANA Maria D. Huizar Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney Bv: John Funk Assistant City Attorney Raul Godinez H City Manager CONSULTANT: (name) (title) Tax ID City of Santa Ana RFP 18-064 29V z1 U2 RECOMMENDED FOR APPROVAL: FUAD S. SWEISS Executive Director Public Works Agency City of Santa Ana RFP 18-064 25G.QIV3 APPENDIX ATTACHMENT 3: CERTIFICATIONS City of Santa Ana RFP 18-064 2661104 NON -COLLUSION AFFIDAVIT (Title 23 United States Code Section 112 and Public Contract Code Section 7106) In conformance with Title 23 United States Code Section 112 and Public Contract Code 7106 the BIDDER declares that the bid is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation; that the bid is genuine and not collusive or sham; that the BIDDER has not directly or indirectly induced or solicited any other BIDDER to put in a false or sham bid, and has not directly or indirectly colluded, conspired, connived, or agreed with any BIDDER or anyone else to put in a sham bid, or that anyone shall refrain from bidding; that the BIDDER has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the bid price of the BIDDER or any other BIDDER, or to fix any overhead, profit, or cost element of the bid price, or of that of any other BIDDER, or to secure any advantage against the public body awarding the contract of anyone interested in the proposed contract; that all statements contained in the bid are true; and, further, that the BIDDER has not, directly or indirectly, submitted his or her bid price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, or paid, and will not pay, any fee to any corporation, partnership, company association, organization, bid depository, or to any member or agent thereof to effectuate a collusive or sham bid. Note: The above Non -collusion Affidavit is part of the Proposal. BIDDERS are cautioned that making a false certification may subject the certifier to criminal prosecution. State of California County of Subscribed and sworn to (or affirmed) before me on this day of , 20� by , proved to me on the basis of satisfactory evidence to be the person(s) who appeared before me Notary Public Signature Notary Public Seal City of Santa Ana RFP 18-064 25WV05 NON -LOBBYING CERTIFICATION The prospective participant certifies, by signing and submitting this bid or proposal, to the best of his or her knowledge and belief, that: (1) No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. (2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any Federal agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, 'Disclosure of Lobbying Activities," in conformance with its instructions. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. The prospective participant also agrees by submitting his or her bid or proposal that he or she shall require that the language of this certification be included in all lower tier subcontracts, which exceed $100,000 and that all such subrecipients shall certify and disclose accordingly. Signed: Title: Firm: Date: City of Santa Ana RFP 18-064 26 3I 06 NON-DISCRIMINATION CERTIFICATION The undersigned consultant or corporate officer, during the performance of this contract, certifies as follows: The Consultant shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The Consultant shall take affirmative action to ensure that applicants are employed, and that employees are treated during employment without, regard to their race, color, religion, sex, or national origin. Such action shall include, but not be limited to, the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Consultant agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided setting forth the provisions of this nondiscrimination clause. 2. The Consultant shall, in all solicitations or advertisements for employees placed by or on behalf of the Consultant, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin. 3. The Consultant shall send to each labor union or representative of workers with which he/she has a collective bargaining agreement or other contract or understanding, a notice to be provided advising the said labor union or workers' representatives of the Consultant's commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment. 4. The Consultant shall comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor. 5. The Consultant shall furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his/her books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation, to ascertain compliance with such rules, regulations, and orders. 6. In the event of the Consultant's non-compliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations, or orders, the contract may be canceled, terminated, or suspended in whole or in part and the Consultant may be declared ineligible for further Government contracts or federally assisted construction contracts in accordance with procedures authorized in Execution Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulations, or order of the Secretary of Labor, or as otherwise provided by law. 7. The Consultant shall include the portion of the sentence immediately preceding paragraph (1) and the provisions of paragraphs (1) through (7) in every subcontract or purchase order unless exempted by rules, regulations, or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontract or purchase order as the administering agency may direct as means of enforcing such provisions, including sanctions for noncompliance; provided, however, that in the event the Consultant becomes involved in, or is threatened with, litigation with a subconsultant or vendor as a result of such direction by the administering agency, the Consultant may request that the United States enter into such litigation to protect the interests of the United States. 8. Pursuant to California Labor Code Section 1735, as added by Chapter 643 Stats. 1939, and as amended, no City of Santa Ana RFP 18-064 25G21W discrimination shall be made in the employment of persons upon public works because of race, religious creed, color, national origin, ancestry, physical handicaps, mental condition, marital status, or sex of such persons, except as provided in Section 1420, and any consultant of public works violating this Section is subject to all the penalties imposed for a violation of the Chapter. Signed: Title: Firm: Date: City of Santa Ana RFP 18-064 26GA 08 APPENDIX ATTACHMENT 4: PROPOSAL FORMAT City of Santa Ana RFP 18-064 256t"9 PROPOSAL FORMAT Please include the following items in the order listed below: Cover Letter Table of Contents 1. Executive Summary 2. Company Information 3. Technical Approach A. Smart Metering Technology B. Data Collection Network C. Communication Method D. System Head -End Control Computer and Software E. Meter Data Management Software F. Endpoint Installation G. Hosting H. Staffing Considerations for Smart Metering Technologies I. Schedule J. Preparation of Solicitation Documents K. Installation/Implementation Period Project Management 4. References 5. Cost Proposal 1. Executive Summary This section should be limited to a brief narrative highlighting the vendor's proposal. The summary should be free of technical language and should illustrate the benefits and possibilities offered by the vendor. It should be between one (1) and five (5) pages long. There should be no cost quotes in this section. 2. Company Information Vendor must provide the following information about the vendor's company that demonstrates its stability and ability to support the commitments set forth in the RFP. The vendor should outline the company's background, including: B. How long the company has been in business C. A brief description of the company size and organization D. Number of customers in California E. Total number of customers F. Company organizational chart 3. Technical Approach Vendor must describe firm's understanding and approach for addressing all aspects listed under A through K. Vendor must also demonstrate expertise in all of the listed technical aspects and its recommended approach in providing support to the City for detailed planning and assistance in the implementation of an AMI Water System. City of Santa Ana gRFP 16-064 2Sty 3G10 Vendor must present on the proposed approach for developing the more detailed strategies, design, and plans for AMI as well as for supporting the project management and implementation including the solicitation of AMI and Meter Data Management System (MDMS) vendors for the implementation and operation of the network and software applications. 4. References Provide references for a minimum of five (5) completed government installations that use the proposed system in a comparable environment. Where possible, at least one such reference should be in the state of California. The information should include municipality name, address, contact name, telephone number, date of installation, and a list of applications. 5. Cost Proposal Please provide all costs for the proposed work under a separate submission. 6. Proposal Terms and Conditions A. Request for Proposal Format Proposals must be made in strict accordance with the Request for Proposal format provided herein and all Technical Approach items (A through K) must be addressed separately and in the listed order. B. Bulletins and Addenda Any bulletins or addenda to the Proposal specifications issued during the period between issuance of the RFP and receipt of proposals are to be considered covered in the Proposal and in awarding a contract they will become a part thereof Receipt of bulletins or addenda shall be acknowledged by vendors in their proposal cover letter. C. False or Misleading Statements If, in our opinion, a proposal contains false or misleading statements or references that do not support a function, attribute, capability, or condition as contended by the vendor, the entire proposal shall be rejected. D. Clarification of Proposal We reserve the right to obtain clarification of any point in a vendor's proposal or to obtain additional information necessary to properly evaluate a particular proposal. Failure of a vendor to respond to such a request for additional information or clarification may result in rejection of the vendor's proposal. E. Responsiveness Proposals should respond to all requirements of this RFP to the maximum extent possible. Vendors are asked to clearly identify any limitations or exceptions to the requirements inherent in the proposed system Alternative approaches will be given consideration, if the approach clearly offers us increased benefits. End of PROPOSAL FORMAT Section. City of Santa Ana RFP 18-064 25®"l 1 APPENDIX ATTACHMENT 5: FEASIBILITY STUDY REPORT City of Santa Ana RFP 18-064 26FA , 12 AMI FEASIBILITY REPORT A Roadmap to a Smart Water Utility B&V PROJECT NO.188598 PREPARED FOR Client Name: City of Santa Ana 18 OCTOBER 2016 BLACK&VEATCH o Building a world of difference: 25G-113 Client Name: City of Santa Ana I AM[ FEASIBILITY REPORT BLACK & VEATCH I Table of Contents This page intentionally left blank. 25G-114 AMI Feasibility Report I Client Name: City of Santa Ana Date version Description Author 5-18-2016 V 1.0 Initial Draft Document Madhur Diwan 6-3-2016 V 1.1 Updated with Client Review Madhur Diwan Comments 6-22-2016 V 1.2 Updated with Client Review Madhur Diwan Comments 9-22-2016 V1.3 Updated with Meter Test Results and Madhur Diwan, Andrew Final Analysis Chastain Howley 10/18/2016 Final Updated with Client Review Madhur Diwan Comments 25G-115 Client Name: City of Santa Ana I AMI FEASIBILITY REPORT Table of Contents 1 Executive Summary..........................................................................................1 2 Introduction........................................................................................................ 3 2.1 Project Overview................................................................................................... 3 2.2 Objectives.................................................................................................................4 3 System Infrastructure Information............................................................. 5 3.1 Customer Information......................................................................................... 5 3.2 Meter Infrastructure............................................................................................ 5 4 Current Metering Platform............................................................................. 9 4.1 Bi-monthly Billing................................................................................................. 9 4.2 Meter Reading......................................................................................................10 4.3 Current Meter Accuracy...................................................................................11 4.4 Discussion of Current Operation of Metering and Meter operations.............................................................................................................................16 5 Smart Metering Technology.........................................................................17 5.1 Manual Readings.................................................................................................18 5.2 AMR...........................................................................................................................18 5.3 Advanced Metering Infrastructure..............................................................18 5.4 Water Market perspective...............................................................................21 5.5 AMI business model approach.......................................................................24 5.6 AMI Strategic value to City ................. 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Bookmark not defined. 6 Strategic Analysis of Systems for Future Development .....................25 6.1 Manual Reading to AMI.....................................................................................25 6.2 Operation of Billing System............................................................................25 6.3 SCADA......................................................................................................................26 6.4 Customer Web services....................................................................................26 6.5 Software Integration..........................................................................................27 6.6 Infrastructure Constraints...............................................................................28 6.7 Call Center..............................................................................................................28 7 Staffing Considerations for Smart Metering Technologies...............29 7.1 Current Staffing....................................................................................................29 7.2 Meter Maintenance and Repair.....................................................................29 7.3 AMI Solution Operation....................................................................................30 BLACK & VEATCH i Table of Contents iii 25G-116 iv AMI Feasibility Report I Client Name: City of Santa Ana 7.4 MDMS Operations and Billing System Support Team ..........................30 7.5 Information Technology Organization.......................................................31 7.6 Call Center Resources........................................................................................32 7.7 Organizational Structure..................................................................................32 8 Data Integration and Analysis.....................................................................35 8.1 Meter Data Management System..................................................................35 8.2 Historical AMI Data............................................................................................37 8.3 Raw and Processed Data..................................................................................38 8.4 Data Analytics.......................................................................................................38 8.5 Data Storage and Security................................................................................38 9 Additional Benefit Areas...............................................................................39 9.1 Social and Environmental Benefits..............................................................39 9.2 Value Added Services........................................................................................40 10 Cost/Benefit Analysis.....................................................................................43 10.1 Financial Model....................................................................................................43 10.2 Service Life.............................................................................................................49 11 Project Roadmap..............................................................................................51 11.1 Program Delivery Approaches.......................................................................51 11.2 Procurement approach.....................................................................................53 11.3 Project Schedule ..................................................................................................55 11.4 Meter Deployment Plan....................................................................................57 11.5 Risk Assessment..................................................................................................58 11.6 Communications Plan........................................................................................59 12 Conclusion..........................................................................................................60 Appendix A. Base Cost Data Information Collected......................................62 AppendixB. Assumptions......................................................................................67 Appendix C. List of Vendors..................................................................................68 Appendix D. Functional Requirements for AMI.............................................69 Appendix E. Glossary of Abbreviations and Terms......................................72 25G-117 Client Name: City of Santa Ana 1 AMI FEASIBILITY REPORT LIST OF TABLES Table 1 AMI Customer Service and Operational Efficiency Benefit Areas ........ 4 Table 2 Water Accounts by Customer Class(2015)*................................................. 5 Table 3 Meter Numbers by Manufacturer...................................................................... 5 Table 4 Meter Numbers By Size......................................................................................... 6 Table 5 5/8 Inch Meter Test Results..............................................................................12 Table 6 3/4 Inch Meter Test Results..............................................................................13 Table 7 1 Inch Meter Test Results...................................................................................13 Table 811/2 Inch Meter Test Results...........................................................................14 Table 9 2 Inch Meter Test Results...................................................................................14 Table 10 Meter Replacement Based on Tests.............................................................15 Table 11 Estimated Cost of City AMI Program...........................................................45 Table 12 Benefits Categories.............................................................................................48 Table13 Project Timeline...................................................................................................57 LIST OF FIGURES Figure 1 Meter Numbers & Age by Install Year............................................................ 7 Figure 2 Meter Numbers and Age of Meters................................................................. 8 Figure3 Meter Density Map...............................................................................................11 Figure 4 Evolution of Water Meter Reading................................................................18 Figure 5 Conceptual AMI SolutionIllustration...........................................................19 Figure 6 AMI Primary Network Architectures...........................................................20 Figure 7 Water Utility Technologies Focus..................................................................22 Figure 8 Water Survey Market AMI Status..................................................................23 Figure 9 AMI Implementation Organization Structure...........................................33 Figure 10 AMI Sustainment Organizational Structure............................................34 Figure 11 AMI Solution with MDMS...............................................................................36 Figure 12 MDMS Functionality Block Diagram..........................................................37 Figure 13 Sample Residential Usage Graph without Customer Side Leakage...............................................................................................................41 Figure 14 Sample Residential Usage Graph with Customer Side Leakage ..... 41 Figure 15 City AMI Program Benefit Estimates.........................................................49 BLACK & VEATCH I Table of Contents v 25G-118 Client Name: City of Santa Ana I AMI FEASIBILITY REPORT 1 Executive Summary City of Santa Ana (City) supplies potable water to over 45,000 customers which includes all of the City's 324,000 plus residents, business and institutions. The customers are metered by traditional water meters, these meters are manually read every two months to collect the meter reading. This data is then processed to provide the water bill. The City is committed to pursuing Automated Meter Infrastructure (AMI) to convert all water meters to smart meters based on new available technologies, transition from bi-monthly to monthly billing to improve cash flow, establish a distribution leak detection system, and provide water consumption data to customers while maintaining optimum customer satisfaction. The City selected Black & Veatch LLC (Black & Veatch) to provide AMI Feasibility Report for evaluating the use of smart metering technologies. Black & Veatch reviewed the City's current metering technologies and requirements, evaluated the manual meter reading system and accessed the relevant market leading solutions to evaluate available options and scenarios. This report provides the observations and analysis by Black & Veatch into the benefits of the City of Santa Ana progressing with the implementation of AMI. AMI system consists of smart meters that communicate over a radio frequency (RF) network to the software application that remotely collects the meter reads, alarms and events. The meters provide hourly readings on a daily basis and this data is provided to the customers on a web portal, data is also used for billing, leakage detection, water audit and other purposes. The AMI system also provides a foundational network that can potentially be used by City for leak detection, pressure monitoring, and other value-added services (on the distribution system) that constitute the basis of a smart water utility. The recent drought in California and desire of the customers to be provided with timely and granular data that enables them in understanding water usage, water conservation and leakage detection has led to many utilities including the City of Santa Ana to consider AMI on a priority. Based on water industry surveys by Black & Veatch, approximately two-thirds of water utilities surveyed indicated that they have or are pursuing AMI. There are growing numbers of water utilities of similar size to the City that have embarked on AMI initiatives. As the market has matured and business benefits have been demonstrated, the unknown risks of moving forward have evolved into the known opportunity costs of not progressing. This report details several ways in which the City can leverage the AMI solution: increased customer service to customers, transition to monthly billing, pressure monitoring and leakage detection. A transition to monthly billing, based on actual meter reads, will improve cash flow as there is a one-time improvement when customers are moved to monthly billing. There will also be a reduction in billing errors as more frequent and accurate reads become available and estimates are reduced. The meter readers will not be required to manually read the meters and can be reassigned for other tasks. There will be savings as vehicles will not be required for meter reading, further resulting in less greenhouse gas emissions. The accuracy of new meters will result in recording actual usage and therefore lower losses. Identification of defective or stopped meters can be done from the meter read data. Meter read data will enable other engineering planning activities and more accurate water audit. BLACK & VEATCH I Executive Summary 25G-119 AMI Feasibility Report I Client Name: City of Santa Ana The AMI system will require procurement of new meters, communication modules to upgrade some of the meters, installation of RF network, AMI software (head end system - HES), meter data management system (MDMS) to store meter reads and the customer portal to provide data to customers. The MDMS will provide data to the existing billing system. We recommend the city to consider a hosted AMI HES, MDMS and customer portal solution as this will not put burden on City IT department to install and manage these systems. The overall cost to manage these systems can be comparable and even lower if City opts for a hosted solution. For the AMI RF network, City can own the network and allow the vendor to manage it thereby eliminating the need for resources with specific technology skills. City should validate these options and cost through request for proposal (RFP) from AMI vendors. A major goal of an AMI implementation is to offset some or all of the project costs with yearly cost savings as a result of implementing the project. The major benefits of an AMI implementation are derived through automation of business practices that are manual processes, meter accuracy, improved billing practices and customer service. A high level benefits analysis was done that shows total benefits over project life of $9,942,093. These estimates are based on the analysis of information provided by the City and Black & Veatch's experience and industry knowledge. The actual benefits will undoubtedly vary; additional benefit values will be experienced in some areas and less in others. Based on the recommendation for a hosted AMI solution, the total project cost (i.e., one-time costs experienced during the course of the 3 year implementation period) is approximately $13,274,449 million dollars. The estimated $3,384,405 million total recurring costs are those related to the ongoing support of the AMI system over the 18 year project operating life, including both City and vendor costs. This total estimated cost of ownership is $16,658,853 million. City has a budget for currently replacing 1,500 meters per year. If this budget is taken into consideration for the project duration of three years, then the cost of 4,500 meter replacement can be used towards the AMI project thereby reducing the project cost. City staff will have to continue to seek funding for the AMI initiative. Black & Veatch recommends that the City should select an AMI program advisor and industry consultants to assist in developing detailed requirements documentation to support the procurements. The City should also constitute and engage a core AMI working group that has representatives from throughout the City organization that can act as a conduit to provide information to the team as well as communicate to their respective work groups. The AMI working group and advisor should develop detailed strategy, design, and plans for AMI as well as support the project management and implementation. The business case for the City appears to be favorable since the City's major strategic goals: enhanced customer service portal, customer water consumption data availability, distribution leak detection system, smart water meters, monthly billing cycles and cash flow improvements can be implemented by the AMI System. Additionally, there is an opportunity cost if the project is not implemented as there will be ongoing investment in the current manual meter reading technology, 25G-120 Client Name: City of Santa Ana I AMI FEASIBILITY REPORT meter replacements and related labor costs. In addition, AMI will lay the foundation for other benefits like street light controls (for Smart City if the City desires to move in this direction). 2 Introduction Black & Veatch was selected to assist the City with evaluating the business opportunity of AMI implementation. Black & Veatch leveraged its knowledge of the smart water metering technologies marketplace coupled with in-depth discussions with the City to prepare this document, which develops a roadmap for the City to pursue the implementation of a smart meter solution as a foundational platform to gain the operational, customer service, and financial benefits associated with the implementation of an AMI solution. 2.1 PROJECT OVERVIEW The project provides an AMI Feasibility Report for the City to decide on the use of smart metering technologies. The project results are designed to determine the optimum path forward to leverage the use of smart metering technologies to improve operational efficiencies and provide enhanced customer service. Through this engagement, the project team evaluated the business benefits associated with the implementation of an AMI platform and recommended the appropriate path forward in terms of cost, technical solution fit, implementation approach, organizational impact, meter selection, and system operation improvements. The approach employed was to review the City's current state of metering technologies and requirements, evaluate the manual meter read system currently deployed, access the relevant market leading solutions, evaluate available options and scenarios, and recommend the appropriate actions for the City to pursue. In addition, Black & Veatch developed high-level cost of ownership estimates for the use of smart metering technology expected to be utilized as well as the operational efficiencies gained. Black & Veatch evaluated, analyzed, and recommended the viability of using smart metering technologies to improve: leakage detection and pressure management, operations and maintenance (0&M) program, productivity and efficiency while enhancing customer service. Smart metering technology offers an integrated system for water utilities to: ❑ Remotely and continuously monitor and diagnose problems, pre-emptively prioritize and manage maintenance issues using data -driven insights. © Provide customers with the information and tools they need to make informed choices about their behaviors and water usage patterns. The core smart water metering enabling technologies provide the foundation for the City to assess and redesign its services delivery models, improve business processes, and transform itself into a leading water utility that provides enhanced usage information to the customers. BLACK & VEATCH I Introduction 25G-121 AMI Feasibility Report I Client Name: City of Santa Ana 2.2 OBJECTIVES As with the general water industry focus, the City has the following two primary goals in evaluating smart water metering solutions: o Provide higher levels of customer service and water usage information to enable water conservation by customers. El Improve the water system operations and efficiency. As a key enabling technology for water utilities, AMI solutions provide significant potential operational efficiencies. There are efficiencies around resource utilization where City can redeploy the current meter reading workforce to higher value roles as AMI displaces the need to manually read water meters. The meter data from the water meters can also be used to improve the understanding and insight into the water distribution system, allowing for the aggregation of the hourly meter data to compare with system production and main flow data. In addition, an AMI solution can be a foundation for the service line leak detection, pressure monitoring, and other smart water solutions, all of which improve overall system efficiency. In addition to the core benefit area related to the reduction of the manual meter reading activities, one of the most important cost factors is to reduce or eliminate truck rolls for as many categories as possible. This, added to improvements in meter accuracy, reduction of billing errors and the associated costs, will drive the business case and form the foundation for enhanced customer service capabilities. The AMI solution meets both goals in a synergistic fashion. Table 2-1 illustrates how an AMI solution supports both operational and customer service areas. Table 1AMI Customer Service and Operational Efficiency Benefit Areas OPERATIONAL Faster, more accurate identification and repair of Easy customer access to billing and usage information system disturbances, including customer side leaks via a portal, leading to fewer customer service calls and rapid increase in flow Lower meter reading costs, including the elimination of ad hoc field visits for off -cycle or special reads Better read accuracy Reduced asset usage intensity, capacity requirements, and system reliability that stem from on -demand data Improved credit and collections Fewer billing errors and faster, easier resolution of billing inquiries Enhanced ability to make billing cycle changes and take advantage of flexible bill dates Better flexibility in the form of rate choices, including pay as you go and prepayment options that can lead to I - increased knowledge of water consumption Usage and price transparency that permits customers to adjust water consumption patterns to meet budgeting, conservation, and comfort goals ` Enhanced exceptions reporting Faster identification of customer premise leaks and associated water conservation 25G-122 Client Name: City of Santa Ana I AMI FEASIBILITY REPORT •• •CUSTOMER More accurate revenue management, particularly Better move-in/move-out convenience and service with regard to water theft and nonrevenue water usage ^Transition to monthly billing Provide actual bills to customers on a monthly basis, allowing for improved cash management and less surprises 3 System Infrastructure Information 3.1 CUSTOMER INFORMATION City of Santa Ana is located in Southern California with an approximate population of 325,000 covering about 27 square miles of territory. Santa Ana is very densely populated, ranking fourth in the nation among cities With population over 300,000. The City serves about 44,500 water accounts with approximately 13 billion gallons each year. Table 2 provides a summary of the City's water service accounts by customer class. Table 2 Water Accounts by Customer Class (2015)• •UT11:1.01 , I APPROXIMATE NUMBER OF • Single -Family Residential 35,547 Multi -Family Residential 3,565 Commercial, Institutional & Industrial 5,406 (CII) Landscape .-12 "DATA SOURCE: 2010 URBAN WATER MANAGEMENT PLAN - CITY OF SANTA ANA, 3.2 METER INFRASTRUCTURE City has a mixture of meters from different vendors like Badger, Master Meter, Neptune, Rockwell, Sensus and others. Currently Badger and Sensus are the preferred supplier for most of the meters. Table 3 provides the current breakdown of water meters by manufacturer. Table 3 Meter Numbers by Manufacturer �lyik19117e��111N �;� ■01•L�il:lq;iHi•h91••' BADGER 27,353 CARLON 1 - - - GAMON 1 HERSEY - -- - 979 - -- --- ITRON 1 MASTER METER . 4,970 j BLACK & VEATCH I System Infrastructure Information 5 25G-123 6 AMI Feasibility Report I Client Name: City of Santa Ana NEPTUNE 1,957 PRECISION 5,246 ROCKW ELL 3,100 j SENSUS '938- UNKNOWN 19 A large portion of the Cit/�s manual -read water meters are over 10 years old. City Staff replaces about 1,500 meters each year under the meter replacement program. Table 4 provides details of the meters by size. Majority of the meters are 3/4" and 5/8" size used mainly for residential use. Table 4 Meter Numbers By Size �rnaw:w7r�� �P1n�71:fi7gigP104� 3/4" 5462 5/8" - -- - - -- - --- 31387 ... - - --- 1 - -- 4139 1 1/2" 1401 - - - --- -- - . 2" 1675 3" 320 4" 146 6" 35 TOTAL 144,565 Some of the meters in service, and certainly those purchased more recently, should be able to be retrofitted with meter transmission units (MTUs) to work on any of the leading AMI vendor solutions. The determining factor as to which of the meters will need to be replaced is a combination of age or a performance -based business decision rather than a lack of interoperability. Assuming that the AMI project would take approximately 3 years from initiation to completion of meter installation, Black & Veatch normally recommends that a utility replace all meters that were installed more than 10 years ago. This is a minimum replacement criterion, and other reasons can drive a larger replacement. Since 2006, approximately 6,826 new meters were installed by City. The remaining 37,739 meters are more than 10 years old. Figure 1 shows details of the meters installed by year. The data shows that almost half of the meter population is over 15 years old. Black & Veatch routinely recommends the previously mentioned 10 year rule because the AMI MTUs are expected to have a functional life of 15 years - given battery expectations and the evolution of technology solutions, a useful life in excess of 15 years is not to be reasonably expected. Actual studies performed by utilities support this 15 year optimal life cycle. With most 5/8 inch positive displacement meters beginning to exhibit unacceptable accuracy reductions in the range of 25 years, using the 10 year rule for the water meter bodies results in a harmonization of the two life 25G-124 Client Name: City of Santa Ana I AMI FEASIBILITY REPORT expectancies. The 1 inch and 2 inch meters have similar characteristics and, thus, are included in this approach. The larger diameter meters (3 inch and above) will have a shorter lifespan and typically are replaced or refurbished on a shorter schedule and require a specified maintenance program. 40DO 3500 w 3000 g 2500 2000 aE 1500 5 1000 z 500 Meter Numbers by Install Year ■ Number of Meters �Np gyp ��tp0 �r0p O N C t0 CO pO� pNp C �D OJ O N pC� IpD� pW� pO pN pR 1p0 Co '1 C Install Year Figure 1 Meter Numbers & Age by Install Year Note: Data for approximately 6,500 meters did not have the install year and is missing in this graph. For all other analysis the install date has been assumed as year 2000. There are about 6,826 new meters less than 10 years old, since these meters are so new, and have not shown any performance issues, these don't need to be replaced and can be easily retrofitted with MTUs (City will have to verify if registers in these meters are compatible with AMI MTUs otherwise the registers will have to be replaced too). Black & Veatch recommends that these newer Badger meters be retrofitted with MTUs. The remaining 37,739 meters should be replaced with new AMI meters (meter and MTU). Figure 2 shows the number of meters by age, Y-axis is on a logarithmic scale for better illustration. The graph shows that a large part of the meters are over 10 years old. BLACK & VEATCH I System Infrastructure Information 25G-125 ^y 10000 yN N a° 1000 N u u 100 S a 10 E z AM Feasibility Report I Client Name: City of Santa Ana Meter Numbers and Age of Meters OMeter Numben 54 52 50 48 46 44 42 40 38 36 34 32 30 28 26 24 22 20 18 16 14 12 10 8 5 2 Age of Meters Figure 2 Meter Numbers and Age of Meters 3.2.1 Meter Reading Infrastructure The City has a manual meter reading process, in which meter readers use Radix handheld tablets to collect meter data. These devices are used to download the meter read routes and once the meters are read, the devices are used to upload the data for billing. City utilizes three full time meter readers currently for 8 meter read cycles. There is one vacancy for a meter reader as earlier there were three meter readers. Meters are read on a bi-monthly cycle with half of the meters being read in one month cycle. Meter readers average 600-700 reads in good areas and about 80-150 in areas where pits get filled with dirt. Most cycles are completed in two days. Billing system checks the . reads for errors and missing reads, a meter read report is reviewed for abnormal or missing reads and meter readers are assigned to re -read the meters identified in the report. 3.2.2 Billing System and Other Related Software 3.2.2.1 Billing Process The meter reads uploaded from the handheld devices are provided to the billing system. The customers are billed bi-monthly based on the eight meter read cycles. Meters are read again if there is a customer complaint after billing to identify the issue. Billing system used by the City is Enquesta. Generally, utilities use customer information systems (CIS) that store the customer and account information and are used as the billing system. This document refers to the billing system as CIS and for City, Enquesta is the equivalent of CIS. The main difference between MDMS and Enquesta is that MDMS does not do billing like Enquesta but can provide the billing determinants (billing reads) to Enquesta. The second difference is that MDMS can validate, estimate, edit the smart meter reads and store these hourly reads. MDM Systems can analyze the hourly data and provides monthly or time of use billing data as required by billing systems. Enquesta cannot store large volume of hourly meter reads or create billing determinants easily from this data. 25G-126 Client Name: City of Santa Ana I AMI FEASIBILITY REPORT 3.2.2.2 Meter Data Management MDMS (Meter Data Management System) is required to cleanse (Validation, Estimation and Editing - VEE) raw meter data. MDMS will integrate with the AMI system to store meter reads, alarms and flags received from the meters. This will then apply a variety of business rules on the data before the processed information is delivered to the billing system. MDMS can also be used during the deployment process to facilitate migration to the new AMI system. AMI vendors offer hosted solutions that include AMI HES and MDMS. MDMS can also be procured directly from vendors that sell such products. City must ensure that the MDMS is able to meet the minimum requirements of the City to cleanse and store data for billing and analytics. 3.2.2.3 Work Order Generation To support the AMI project meter and MTU deployment activity, the work order management system (WOMS) used by the chosen deployment vendor will need to be integrated into City's systems during the deployment. City will need to investigate the work flows and impact of this integration to determine the optimum design during the detailed planning stage of the AMI project. 3.2.2.4 Geographical Information System (GIS) AMI vendors offer the collection of GIS coordinates of meters and network devices that can be stored in GIS and other systems like CIS (Customer Information System), MDMS etc. City will have to evaluate the processes with the AMI vendor to make full use of this opportunity to capture meter and field device coordinates in the existing GIS. AMI vendors may offer mapping capability to show meters and network devices status on maps. It is important to gather the GIS coordinates if this functionality is available as it can provide a visual representation of the network and is useful information about field assets. 3.2.2.5 Customer Data Presentation AMI data is recorded in terms of hourly intervals (and can be 15 minutes for large customers if required). The hourly meter reads for the day collected in the night and are displayed to the customers on web portal. This customer data presentation helps the customers understand their usage and can help in educating them regarding conservation. Data presentation can also provide details about leakage or excessive usage to the customers, and links to water conservation programs, online billing and other features can be provided as additional benefits. Vendors offer cloud based hosted solutions that can gather data from the AMI HES or MDMS and present data to the customers. Certain vendors even offer services like hosted MDMS and customer portal together at competitive rates. City must evaluate all of these available options if hosting of the customer portal by City is not cost effective. 4 Current Metering Platform 4.1 BI-MONTHLY BILLING Most of the City customer meters are read and billed bi-monthly. As with many water utilities, the wholesale migration of all customers to monthly meter reading and billing has been cost BLACK & VEATCH I Current Metering Platform 25G-127 to AMI Feasibility Report I Client Name: City of Santa Ana prohibitive because of the significant cost of additional meter reading resources and changes to the billing systems. With the implementation of AMI, City will have all of the data required to support monthly billing for 100 percent of its customers. There are no incremental costs to obtaining the monthly reads by utilizing an AMI system. There are additional costs related to the processing and postage on the increased number of bills delivered each month, but these costs can be lessened through an aggressive program to migrate customers to electronic bill payment. Customers should be encouraged to sign up for paperless bills and online payment when they are sent communications to sign up for AMI usage data customer portal. Studies and industry experience has shown that customers prefer monthly billing to bi-monthly billing. This is true for all utilities, including water. For some customers with financial constraints, it is easier for them to pay the smaller monthly bills than the larger, less periodic bills. In addition, customers are able to pay the entire monthly bill, resulting in fewer partial payments. This would be true even for City with its relatively low water rates and residential bills. The delivery of more frequent bills also supports improved awareness of water usage and costs, and more rapidly identifies when usage has changed; this change could be alerted through a leak notification or may appear as a valid albeit large bill increase. In terms of the timing of the bi-monthly to monthly billing, Black & Veatch suggests this not be performed in tandem with the implementation of the AMI system. Installing new meters and making changes to the rates or billing structure have proven problematic with other utility AMI programs. Although the movement from bi-monthly to monthly billing results in smaller actual bills, the availability of the transition is tied to AMI meter deployment and transition to billing. There is normally a lag of several months between the new AMI enabled meter installation and when the meter is transitioned from manual to AMI read to allow for full routes to be cut over in an organized fashion. Entire routes would need to be transitioned,'and the impact on the billing system would need to be analyzed to determine how to minimize and avoid billing pitfalls. 4.2 METER READING The City's work force includes two part-time and three fulltime meter reading positions. The meter readers read the approximately 22,2S0 water meters each month. These resources and the supporting infrastructure for them constitute a major ongoing expenditure for the meter reading. In addition to the base wages for these individuals, there are overheads, benefits, supervision, training, vehicles, tools, radios, handheld devices, etc., that are all required for them to perform their work. The elimination of these manual meter reading costs is a key business benefit of metering automation. Automation also improves the accuracy of meter reads and timely availability of data for billing; in addition, hourly meter reads are used on the customer web portal to show water usage. Figure 3 show the meter density map for the City. It shows that certain areas have a high density of meters as compared to others. 25G-128 Client Name: City of Santa Ana I AM] FEASIBILITY REPORT Figure 3 Meter Density Map 6YYf Denslry 2i Cada Total Me,ert City Boundary Lc.+ 93105 3a0t ® ®Zip Cede SavndariaaI 92MI fi355 Seaeu 92M 92MI 5666 _ ma*Street. W11 1211 _ 11'ary F...y 91101 ve. 4.3 CURRENT METER ACCURACY Non - revenue water results from leakage in pipes, valves, other water system accessories, fire hydrant testing or use of water to fight fires etc. indicate losses in the system around 4%. Meter accuracy usually declines with time and wear. Meters are designed to be accurate for a specified flow range, meters tend to record low for flow above and below the specified range. City had meters tested based on the recommendations of Black & Veatch. The results of the meter tests are summarized below (Section 4.3.1). 4.3.1 Meter Test Result Evaluation The sample of water meters that were tested appears to have a high degree of variation in performance. A large number of the meters tested are still within standard performance guidelines, although there are some that have obviously failed and need to be replaced. The Rockwell meters as a group (independent of size) appear to be in greatest need of replacement. This is not unexpected BLACK & VEATCH I Current Metering Platform 11 25G-129 RIK AMI Feasibility Report I Client Name: City of Santa Ana as these are likely the oldest meters in the system. However, there are more nuanced concerns within the specific size groups which are outlined below. 4.3.1.1 5/8" Meters There were a number of the intermediate flow rates and low flow rate tests which failed. However, within this set of meters there does appear to be one group that significantly underperforms the others. The Rockwell meters perform worse than the Precision or Badger meters. This is likely in part due to the fact that the Rockwell meters are older. This manufacturer name was changed (to Invensys and Sensus) approximately 20 years ago, so this is likely to be the minimum age of these meters. Master, Rockwell and Precision meters need replacement. Badger meters will have to be reviewed as it will be difficult to test each meter and find which ones need to be replaced. One in every three Badger meter is failing test and therefore we recommend to replace them all as it will be expensive to test all meters to identify the ones with poor performance. More Master meters should have been tested to verify their state. Table 5 5/8 Inch Meter Test Results Badger Master Precision Rockwell Total 4.3.1.2 3/4" Meters 62 20 32% 1 1 100% 36 11.36 135 17 47% 23,686 1,319 4,312 36 100% 2,055 74 55% The meters within this group are quite different with respect to degradation depending on the meter manufacturer. The Master Meter and [Neptune meters perform well in comparison to the Hersey meters. Hersey meters need to be replaced. More Master meters should have been tested to verify their state. 25G-130 Client Name: City of Santa Ana I AMI FEASIBILITY REPORT Table 6 3/4 Inch Meter Test Results Master 2 0 0% Neptune 39 4 10% Hersey 35 15 43% Total 76 19 25% 1,790 1,291 468 4.3.1.3 1" Meters Most of the meters in this group size are recorded as Rockwell meters. The majority of the 1-inch meters appear to have low -flow test accuracy lower than the recommended values for in-service meters. In fact only one Rockwell meter out of the total number tested met the low -flow accuracy values and intermediate values were lower than would normally be expected. Rockwell meters need to be replaced. None of the over 900 Master meters were tested and it must be noted that these meters have performed poorly in most other size test results. Table 71 Inch Meter Test Results ffimm1 No. Meters .. Neptune 1 0 0% 501 Rockwell - - 38 - . 37 - - , 97% 939- - - - — - - Total 39 37 95% 4.3.1.4 1 1/2" Meters The 11/2-inch meters appear to have stable low -flow characteristics and the vast majority of meters are about the lower range of 90% accuracy. However, the high range accuracy is the major consideration with a number of tests falling outside of the 101.5% top range for this meter size. Approximately 40% of the meters fail in the high accuracy range. Therefore it is recommended that all the 1.5-inch meters are changed out. BLACK & VEATCH I Current Metering Platform 13 25G-131 14 Table 81 1/2 Inch Meter Test Results Master Sensus Total AM[ Feasibility Report I Client Name: City of Santa Ana 41 23 56% 543 100% 313.--- 42 24 57% 4.3.1.5 2" meters In general the 2-inch meters appear in reasonable condition, although there does appear to be a trend of low flow degradation. There were a number of meter tests which did not have the reading recorded, which makes analysis difficult, however it is suspected that these follow the same declining trend of low flow once the volume of 15,000 units is reached. If this assumption is correct, then all meters that have reached 15,000 units should be replaced. Master meters need to be replaced. Sensus meters will have to be reviewed as it will be difficult to test each meter and find which ones need to be replaced. Table 9 2 Inch Meter Test Results so®® Master 18 8 44% 387 Sensus 32 _..5 16% _. 408 Total 50 13 26% The meter testing analysis indicates that not all meters need to be changed out, some groups are performing relatively better than others. For example; 1. All the Rockwell meters of all sizes up to 2-inch appear to be close to or past their useful lives and need to be replaced. (3100) 2. All of the 1-inch Rockwell meters should be changed out (all in this testing sequence were Rockwell meters except one Neptune meter, so if there are additional manufacturers it may be worth testing some of these also). 3. All of the 1.5-inch meters should be changed out 25G-132 Client Name: City of Santa Ana I AMI FFASIBIUTY REPORT 4. Master Meter and Neptune 3/4-inch meters probably do not need to be changed out immediately, whereas the Hersey meters of the same size will likely need to be replaced. However, there are a large number of meters that have failed within the testing programs and so it is likely easiest to replace all the meters rather than conducting more detailed review as a replacement program is implemented. Since a number of the meters were over -recording slightly in their intermediate range, it is certainly possible that the City will find that there will not be significant increase in revenue from the meter change out at an individual customer level. Table 10 Meter Replacement Based on Tests 5/8" 31,372 3/4" 468 — - - -- — V 939 11/2" 856 2' 387 Table 10 shows the total number of meters to be replaced based on the meter test results. The test may not have included all types of meters based on vendor and size. Still the test results are indicative that a large number of meters need to be replaced (34,022 out of 44,565 which is 76% of total meters). In later part of the report (10.1.1 Project Cost), cost analysis is done based on the assumption that 6,826 meters which are 10 years or less will not be replaced (but will be upgraded to AMI meters) and rest of the meters will be replaced. This is explained in detail later in the report as to how this decision was arrived at and why it is critical. However, for the sake of analysis we may assume that only 34,022 meters will be replaced and remaining 10,543 meters will be upgraded (based on the meter test results). These 10,543 meters will include 6,826 meters which are less than 10 years old (and it is already decided not to replace them based on age criteria) and probably in a good condition compared to other meters. The remaining 3,717 meters which are not to be replaced are over 10 years old and their condition is not well known. It is not recommended to upgrade these meters. However, we make a brief comparison of the two cases where 6,826 meters are to be upgraded (as shown in detailed case in 10.1.1 Project Cost) and 10,543 (incremental saving for 3,717 meters) to be upgraded. This comparison is done for analysis only and the second case is not recommended as it may not turn out to be cost effective due to increased costs later on to replace meters within a short period. BLACK & VEATCH I Current Metering Platform 15 25G-133 16 AMI Feasibility Report I Client Name: City of Santa Ana Cost savings for 3,717 meters not replaced (includes meter and installation cost) is $599,000. However, these are old meters and may require registers to be upgraded, cost of registers and installation is $465,000. This leaves a saving of $134,000 compared to the detailed case where 37,739 meters are to be replaced against 34,022 meters as in this case. We must be careful in this comparison as we are considering meters that are over 10 years old that are not recommended for upgrade to AMI. This may result in more cost as these meters may fail in a short period leading to further cost of replacement and maintenance. Decision must be made on a number of factors including accuracy, age of meters and their condition to decide if they will be upgraded to AMI or replaced. 4.4 DISCUSSION OF CURRENT OPERATION OF METERING AND METER OPERATIONS 4.4.1 Backflow (Negative Readings) Generally, occasional backflow conditions if they occur are not captured by the traditional water meters or the periodic meter reading process. City may require customers to install backflow prevention devices where necessary, however device failure or non-compliance can result in inadvertent backflow. This is not a significant water service revenue issue or an issue related to wastewater services as this service charge is based on the water service meter and City currently uses fixed charges. However, this can be a potential health and safety problem as the backflow can result in contaminants entering the City water system and being transferred to other customers. The AMI system, with its finer resolution interval data collection, along with potential backflow alarms, can provide indication of potential locations and City can alert customers to this condition or take necessary action. 4.4.2 Current Replacement Practices City has a budget for annual meter replacement.that covers about 1500. meter changes each year. The meters are replaced depending on the size (as large size meters are usually repaired unless they are too old) if they are not performing to the desired accuracy level, or become defective. City also repairs meters that are 3" and above, if they are old (20 years plus), then the meters are changed. Smaller size meters are not repaired, in case of 2" meters, the registers may be replaced if necessary. However, since the majority of the existing meters will be replaced in the AMI program, the average age of City meters will be reduced and the need to replace and repair meters will likely be reduced for several years after implementation of the AMI program. This will mean that resources and dollars currently supporting this effort will be available for other purposes in the near -term. 4.4.3 Tampering and Theft City has not reported significant number of tampering and theft cases. However, AMI meters will provide tampering alarms that need to be investigated by field staff. Even if City has not seen significant theft and tampering, AMI will provide functionality that can deter potential tampering and prevent revenue loss by early detection of theft 25G-134 Client Name: City of Santa Ana I AMI FEASIBILITY REPORT 5 Smart Metering Technology Advanced metering systems provide information from water meters and other devices to a remote central location over a radio frequency (RF) communications network With the costs of AMR and AMI systems decreasing over the last several years, these systems have become more feasible for the standard water utility to implement. Current AMR and AMI offerings operate in either a licensed or unlicensed frequency spectrum. The benefits of a licensed system are the spectrum band the system utilizes permits a higher power signal, which enables a greater distance between the transmitter and receiver units (i.e., fewer network components in the field compared to an unlicensed band system), and the system covers a specific frequency so there is less chance of interference by other electronic devices in the area. To minimize interference on an unlicensed network, the system typically uses specialized modulation and encryption techniques that allow the system to share the band with other users in a reliable and robust fashion. A smart metering system is classified by the technology and reading method used to communicate data from the meter to the data collector on the smart meter network. The meters communicate with the network via an MTU, which is provided by the network manufacturer. The MTUs from major AMI providers can be fitted to most meters produced today, so the choice of the meter is independent of the network manufacturer/operator selection for the City. The combination of the network infrastructure, the MTU, and the technology within the meter are what define the capabilities of the smart metering system. A smart metering system can be characterized by its bi-directional communication abilities. In addition to communicating meter reads at regular intervals, an AMI system is typically capable of the following functionalities: EI Requesting and receiving an on -request data retrieval to allow City personnel to query the meter in real-time. o Alarms or alerts that provide additional information on customer use or meter problems to allow more proactive resolution. ❑ Remote firmware updates for the MTU that allows for focused or system -wide updates and reduces technology risks. 12 Time synchronization of the MTU and the AMI HES to allow for complete system data synchronism. o As integrated disconnect solutions become more commonplace in the water utility, following the lead of the electric industry, utilities will be able to remotely turn service on and off to support change of party of nonpayment situations. This is not expected to be considered for all customers, but the capability can be evaluated for specific accounts or customer segments. The evolution of water meter reading has progressed from the early days of pencil and paper route books to handheld devices used in manual meter reading, through drive -by automation, to the smart fixed networks (AMI) of today. Figure 4 shows the evolution of water meter reading. Each step along this progression has improved read accuracy and efficiency and provided additional information to support operations and customer service. Although water AMI solutions are mature, BLACK & VEATCH I Smart Metering Technology 17 25G-135 KI AMI Feasibility Report I Client Name: City of Santa Ana they are still evolving and delivering ever increasing value, so implementing manual or drive -by AMR solutions today not only is a matter of today's cost differences versus benefit differences but also the opportunity costs of not having the smart water platform provided by AMI systems that can be leveraged into the future. Fixed Network (AMI) Drive-By(AMR) Hourly Reads Received Daily One Read Per Billing Period Figure 4 Evolution of Water Meter Reading 5.1 MANUAL READINGS Manual meter reading relies on utility personnel physically visiting the meters and recording the register reads. While meter readers initially used paper route books, this was long -ago replaced with handheld devices onto which the specific meter routes to be read are downloaded, which provides some error checking and exception management. However, even with the supporting technology, this remains a labor intensive and expensive component of utility operations. And as with all human operations, this is more prone to error than an automated process. 5.2 AMR An AMR system provides the functionality to automate meter reads without the need for a utility to install a smart metering network. AMR would support the transition to monthly billing. Each meter is either replaced with a new meter that is fitted with an MTU or the existing meters are retrofitted with a compatible MTU. MTUs are usually separate devices that are connected to the water meter, they are not an integrated part of the water meter itself (unless it is an integrated meter). An AMR system receives its meter readings through a handheld or vehicle mounted data collection device (DCD). For the DCD to function properly, it needs to be in relative proximity to the meter. At the end of each day, the DCD is connected to a centralized application, so that the meter reading information can be uploaded. If reads were not obtained from particular meters, a return visit to the site will be required to obtain the reads. 5.3 ADVANCED METERING INFRASTRUCTURE A full AMI system incorporates the installation of a secure data transmission network with MTUs installed on every meter in the field. During standard operations for an AMI system meter readings 25G-136 Client Name: City of Santa Ana I AMI FEASIBILITY REPORT are transmitted to the AMI HES through the network at preprogrammed times, usually 4 to 6 times per day. This is accomplished by the MTU attached to the meter that transmits the meter readings and associated data to the network data collection units (DCUs). The DCUs transmit all data to the AMI HES on a preset schedule. Figure 5 provides a diagram of an AMI system showing the water meters and MTUs connected across the network to the head -end data collection system. MDMS is also shown, as the vast quantity of data collected by AMI systems (along with the value of managing and maintaining this data) make MDMS a common addition to most AMI solutions. ADVANCED METERING INFRASTRUCTURE (AMI) nafn Smart Smart Meters—! Mesh 1 i Backhaul AMI MDMS �� Enterprise Integration (waterAMi Meterl� �� Network{ (WAN) HES _ to Utility Systems Advanced Metering Infrastructure ,------------� i- - - - — - - Figure 5 Conceptual AMI Solution Illustration There are several common network structures in use today. The selection of a network type is dependent upon several factors in the service area of the water utility. The proximity of the meters to each other, the uniformity of the service territory, the physical location of meter assets (indoors, pits, etc.,), availability of utility assets, and the topography of the service area help to determine the quantity of DCUs required for a reliable network. It is imperative that the network selected has sufficient robustness, throughput, and redundancies to meet the service level performance required. Fixed network AMI is a term used to reflect that the network is permanently installed to capture meter readings. This method can consist of a series of antennas, towers, collectors, repeaters, or other permanently installed infrastructure. The infrastructure provides a way to collect transmission of meter readings from AMI-enabled meters or other smart devices and sending data to a central computer without field personnel required to collect it. The exact composition of the fixed network will depend on the vendor and technology chosen. BLACK & VEATCH I Smart Metering Technology 19 25G-137 20 AMI Feasibility Report I Client Name: City of Santa Ana There are two primary architectures for fixed network water AMI solutions: star network (point to multipoint) and mesh network. In addition, some vendors have started offering AMI solutions utilizing public cellular network. Figure 6 shows an example of the star network, mesh network and cellular networks. RN I Mesh Network -, 11 intto Multi- � CellularNetwork Point Network AMISystem (AMI System AM1fl System GIs` , Communication Network �� Communication Network —.,_ -_,) <;-�V public Cellular Network- - 1 1 \ 1 1 \ Cyk'l 1 1 �/ 1 V I ■ Data Collection Unit O Smart Meter Repeater QTower (Data Collection) Figure 6 AMI Primary Network Architectures 5.3.1 Star Network A star network is a point-to-point architecture and is a common type of fixed network AMI system used for electric, gas, and water AMIs in North America, where MTU transmits its data to a centralized hub known as a collector or DCU. A MTU's signal may be forwarded by radio frequency or aggregated onto an IP network to send data to the main collection point. In its simplest form, a star network consists of a number of collectors and AMI HES, which acts as a conduit to transmit data. Once the data are received by a collector, the collector transmits the data back to the AMI HES. The advantage of having a star network in place is that it sets up and expands easily and demonstrates good performance. Non -centralized failure has little impact to the entire network, end -point failure is easy to detect, and the data is easily sent directly to data collectors without being repeated through another device. One disadvantage of having a star network is that if a collector fails, all of the end -points that are assigned to that collector may not be transmitted back to the AMI HES. As a result, it is common practice to provide extra collection hardware to create network redundancy in the event of a component failure. 5.3.2 Mesh Network Another common type of fixed network system is the mesh network In a mesh network, smart end points act as repeaters, passing the data to other nearby devices until arriving at a main collector. A 25G-138 Client Name: City of Santa Ana I AMI FEASIBILITY REPORT mesh network may reduce the need for infrastructure, but is more data intensive on the MTUs. It allows for continuous connections and reconfiguration around broken or blocked paths by "hopping" from meter end point to meter end point until the destination is reached. A mesh network is a fully connected network topology by design. Mesh networks differ from other networks in that the component parts can all connect to each other via multiple hops. One major advantage of a mesh network is that it is self -healing. The network can still operate if an end point breaks down or a connection fails. As a result of the self -healing, a very reliable network is formed. One disadvantage with mesh networks is that the battery operated systems may need more power for the increased frequency of transmitting, thereby reducing battery life expectancy of the MTUs. In actual practice today, most mesh systems rely on electrically powered devices to perform the majority of the mesh management and data repetition (i.e., mesh systems that support water AMI require the use of electrically powered devices such as electric meters, repeaters, etc., to perform the mesh node operations and allow the individual water meters to transmit data through the additional network infrastructure). This may potentially change with improvements in battery technology. 5.3.3 Cellular Network A cellular solution does not require a network with DCUs or Towers, the public carrier (Telecom Company) is utilized to collect data from the meters and transmit to the AMI HES. The advantage in this solution is that there is no need to install a mesh or point to point network and the system can be up and running in a very short time. Another advantage is that there is no need to manage and maintain the network. Due care must be taken to verify that the cellular coverage is adequate in the service area covering AMI meters. Evaluation of the service level terms offered by the public carriers must be done to verify that it can meet all requirements for data collection. It must also be verified that the AMI vendor and public carrier service provider can support two way communications with the MTU within acceptable limits of time delay. Price negotiations maybe required to ensure that the price increase is justifiable (after a defined period) and discounts are given in case the data rates go down. Telecom companies must guarantee support for the AMI technology for the useful life of 20 years, otherwise there is a risk of early obsolescence of the AMI system. 5.4 WATER MARKET PERSPECTIVE The implementation of the AMI network will provide a foundation to support other transformational initiatives that City wishes to pursue. Figure 7 summarizes one set of results from the 2014 Water Utility Industry Survey performed by Black & Veatch in which utility professionals were asked to identify in which technologies their utility was planning to focus. Given the wide benefits and enablement of AMI solutions, they are uniquely positioned to provide value across all of the areas shown. BLACK & VEATCH I Smart Metering Technology 21 25G-139 rxa AMI Feasibility Report I Client Name: City of Santa Ana 2, — Technologies 43, — Technologies to manage toincrease assets more 3C' — efficiency effectively Technologies 0 to meet regulatory 10' _ Technologies Technologies requirement to control to improve Technologies costs services to 10, -- to assure customers safety p, - L_= 1.9°% 13.3% 6.4% 29.0% 30.9% 18.5y Source: ala& 8 VMa Figure 7 Water Utility Technologies Focus AMI systems support increased organizational safety by reducing the exposure from manual meter reading, which has some of the highest incidences of injuries of any utility classification. AMI data support many cost reduction, operational efficiency, and customer service improvements. The more refined and timely information obtained can be used to effectively manage water system assets. As regulations become more restrictive around customer usage, leak detection, water quality, and water loss management, the AMI network and data from meters and sensors provide utilities with the information necessary to respond. In addition, the Black & Veatch 2014 Water Utility Industry Survey asked utilities to comment on the status of their meter reading systems and their strategies moving forward. The results show that almost two-thirds of utilities either have AMI already installed or are considering AMI, as City is also currently considering AMI. Approximately 30 percent of respondents currently have AMR but are considering AMI because of the additional benefits and also perhaps because of the age of some of the industry's AMR installations. Many utilities are looking to migrate from AMR to AMI as the life of the AMR systems is reached. Only 16 percent of the respondents indicated that they have manual meter reading or AMR and are not considering AMI. Figure 8 shows a table from the 2014 Strategic Directions: U.S. Water Industry report where respondents were asked what type of metering system their utility currently has in place and/or is considering. 25G-140 Client Name: City of Santa Ana 1 AMI FEASIBILITY REPORT ( consideringAM11orAMl Utility has manual metering, considering AMR but not AMI r..._,__ _ m I U[ibt— — yhas manual etering;considering- 7.3% 2.9% 8.7% 13.01A x.aY'o I y.ra 9.8% 13.9'.6 10.1% 15A% 2.7% 14.77% Utility has AMR not considering AMI 11.1% 15.9% 11.9% 5.3% I Utility has AMR and is considering AMI . 30.7% 36.2% •. -2Z3% 32.0% _ ^J Utility has AM[ fully deployed 19.2% 15.9% 21.7% 17.3% I My utility does not meter customer �� r 2.1% I 1A% 0.7% 53% , Source: Black & Veatch 2014 Strategic Directions: U.S. Water Utility Industry Figure 8 Water Survey Market AMI Status There is a similar trend that exists in the electric industry where smart meters have become the default meter for most of the industry. As smart water solutions become the expectation and base for water utilities, this trend will accelerate. The responses of water industry professionals and current and projected meter shipments are evidence of the water industry's evolution from the less capable meter readingprocesses' and systems to advanced AMI solutions. Water AMI, and its predecessor network AMR, has been in use for almost 20 years. Over this time, it has matured and evolved as features and requirements have become established and grown. The initial wave of water AMI was driven by those utilities with high metering and service costs or other unique challenges. As the market evolved and new entrants produced more innovative and niche solutions, there was broader acceptance. But the technological concerns and business case uncertainties kept many utilities from implementing AMI. There remains a significant portion of the industry that has not moved forward, but the current market environment is one of mature technologies, stable vendors, well -understood business benefits and implementation lessons learned, and a more strategic view of AMI. In addition to the core financial benefits, the opportunity for driving a substantial improvement in customer satisfaction is a major strategic benefit. This confluence of market evolution and maturity, coupled with increased importance of the customer in project prioritization, has resulted in the recent renewal or increase in interest amongst water utilities for implementing AMI. This movement is common across the industry, from small to large utilities, and is independent of geographic location. BLACK & VEATCH 1 Smart Metering Technology 23 25G-141 za AMI Feasibility Report I Client Name: City of Santa Ana 5.5 AMI BUSINESS MODEL APPROACH There are several distinct business models available to the City in the execution of the AMI program. These refer to the role that the AMI and MDMS vendors play in the implementation and operation of the network and software applications. While this is discussed in more depth elsewhere in this report, the primary options include the following: ❑ Utility Own and Operate - City would be responsible for the installation of the system and then would own and operate the network and applications. All responsibilities would be held by the City and the applications would reside within the City's data center. ❑ Design, Build, Run, Transfer - This most usually involves the AMI system where the AMI vendor will design the AMI network, install all network infrastructure and the applications, and then turn the system over to City once the system passes an acceptance test. This places more risk during implementation onto the AMI vendor. The applications and network all ultimately revert to the City just as in the previous model. • Network as a Service (NAAS) - The AMI vendor installs, owns, and manages the network equipment. While the City would operate the AMI system, the vendor would have resources to respond to problems and ensure that the network meets defined service level agreements. ❑ Managed Services - There are variations in this category, but options would include everything from traditional Software as a Service (SaaS) approach to where the vendor will essentially operate and manage the City network from the vendor's operations center. This option is offered by most of the major AMI vendors. It is sometimes entitled hosting or cloud options, but with managed services, the vendor takes on a specific role in operating the network, not just hosting the servers. The AMI vendor is responsible for meeting overall data delivery service level agreements. This leverages the expertise that the vendors have for their AMI systems and minimizes the additional resources required by the City. Black & Veatch recommends the City to investigate the managed services model option for the AMI HES, network, MDMS and customer portal. The vendor would be responsible for the network installation and 0&M. The AMI vendor would also manage the overall AMI HES, network and MDMS systems. Customer portal will be managed by the vendor. The City can retain the option to bring the systems back in-house at a later date if the situation changes. A major benefit of this approach is that the vendor can ramp up essentially immediately to operate the system while the City would take time to establish the organization, hire, and train resources. It is critical that the AMI operations team be in existence before the first AMI meter is installed. At this point, when the first meter is deployed, there is an operational AMI system, the system must be monitored and managed in order to ensure performance and, ultimately, to ensure correct and timely bills are generated. 25G-142 Client Name: City of Santa Ana I AMI FEASIBILITY REPORT 6 Strategic Analysis of Systems for Future Development 6.1 AMI IMPLEMENTATION OPTIONS As the City pursues a meter automation strategy, there are several options that can be evaluated in the AMI program. The City can conduct a pilot to evaluate the selected AMI technology or go in for full implementation with a phased plan to evaluate the system in the first year. There is even an option to share the network built by, SoCal Gas (Southern California Gas). SoCal Gas has already built AMI network covering the City of Santa Ana. SoCal Gas under the Water Energy Nexus program of California Public Utilities Commission (CPUC) is offering water utilities to share the AMI network and collect water meter data. Currently this program is being run as a pilot and final pricing for full implementation of AMI is still to be worked out by SoCal Gas. The value of eliminating the multiple meter technologies and meter reading processes in favor of a single metering solution should not be underestimated. The improved management of metering assets and the singularity of business and operational processes and uniformity of solution features across the customer base is strategically and economically beneficial. This reduction in complexity will only become more valuable with time as the AMI solution capabilities and options increase and City takes advantage of these capabilities. To realize full benefits of an AMI implementation, the project should be completed in a short time period. This eliminates multiple meter reading systems such as: manual, AMR etc, with a single AMI system. The resources required to maintain different systems are not required and existing staff can be trained to take over the other jobs related to AMI systems/meters. Another benefit is the elimination of field devices (handhelds and laptops) making it simple to manage day to day business. A major consideration for AMI implementation for the City is providing granular and timely data to the customers. Black & Veatch recommends AMI implementation in a period of 2-3 years to realize full benefits of the technology and have one simple homogeneous solution. 6.2 OPERATION OF BILLING SYSTEM One of the most complex aspects and highest risks with respect to an AMI program is the integration with the billing and financial systems. However, in this case, the integration will be simple as the City will continue with bi-monthly billing for most of the customers and this requires just one meter reading. Even if the City decided to switch to monthly billing, this will not require a major change other than a billing determinant request each month from the MDMS. The billing system (Enquesta) currently receives the monthly read from the existing meter reading system, in the future when AMI is implemented, the same monthly read will be provided by the AMI/MDMS. This will involve an integration of Enquesta with the AMI/MDMS to obtain data as today and will not require major change in the billing system. In distant future, there is a possibility of using Time of Use [TOU) data for billing or for energy conservation programs (to provide incentives to customers), although this would require modifications to the billing system. Black & Veatch perceives low risk in implementing AMI based billing for City due to simple requirements. The high-level impacts on the billing system associated with the AMI project are as follows: BLACK & VEATCH I Strategic Analysis of Systems for Future Development 25 25G-143 26 AMI Feasibility Report I Client Name: City of Santa Ana 0 New meter asset information and the need to allow for a meter number and an associated AMI MTU, the two have to be distinct and able to be separated to allow MTUs to be retrofitted on existing in-service meters and to be replaced when faulty without replacing the meter. 0 During the AMI deployment process, there will inevitably be data errors that are discovered and while identifying and resolving them will be valuable, it will consume some resources. These errors include discrepancies of meter IDS and reading, swapped meters in multi -family dwellings, found meters not in the system, meters in the system that are no longer in service, incorrect addresses, etc. 0 The availability of the meter data from the MOMS is very useful to call center representatives in responding to customer inquiries, and normally, the capability to obtain the meter data while remaining within the billing system application or popping out to a specific screen is desired. 0 There will be a significant number of meter exchanges done in a short period of time that may stress the current system and require modifications to batch processing times or management of billing system during implementation period. ❑ The migration from bi-monthly to monthly billing (if implemented by City in future) for all customers will have a significant impact on billing system operations. 0 There is no need for additional hardware, software or resources for Enquesta/billing operations to support the AMI project. However, there will be system integration of AMI and MDMS with Enquesta billing system during the project implementation stage (this work will be completed as part of the AMI project and details are provided later). 6.3 SCADA AMI vendors are focusing on water pressure monitoring capability through the AMI system to assist utilities in improving services and operations. Some water meter vendors are looking to capture pressure at the customer meters, and these data will eventually be available through the AMI systems. Of considerable interest is the ability to connect pressure devices on the distribution system onto the AMI network so that they can retrieve the data over the AMI network. The data can then be passed over to the SCADA system and/or captured in a data storage solution. The AMI- enabled pressure monitoring would likely have a lower cost than traditional SCADA-connected solutions, which could allow City to install a larger number of remote pressure monitoring devices if required. 6.4 CUSTOMER WEB SERVICES The AMI system will provide hourly usage data, leak notification and alarms on all customer meters. This can be leveraged to support a set of customer self-service and engagement initiatives. Many utilities leverage their web portal to serve graphs and usage information from the MOMS. These solutions can be modules of the MOMS, AMI vendor analytics solutions or free -standing solutions. They most often are branded to match the utility's web presence so that they appear integrated. These solutions can result in a large increase in the data being presented across the web portal and often require additional investments in portal hardware and systems. 25G-144 Client Name: City of Santa Ana I AMI FEASIBILITY REPORT Access to water usage data and leak notification services are value-added reasons for more customers to visit the City website. Customers should be encouraged to sign up for electronic payment when on the customer portal. This will ultimately reduce the cost of bill printing and mailing. Another benefit of customer portal is that customers will make fewer calls as they will have access to online data. 6.5 SOFTWARE INTEGRATION AMI and MDMS systems are key enterprise applications, and whether AMI is provided as a hosted and managed service solution (discussed in detail in later sections) or installed in the utility data center, there are key integration activities that are required to successfully implement the AMI program and make AMI a core utility solution. At the start of the project, to support the deployment phase, it is necessary to obtain a data abstract from the billing system that identifies the location and type of each meter. This information is used to plan the initial deployment process and approach. As meters are installed or replaced, it is essential that the final reads are recorded and installed meter information be provided back to billing system, MDMS and AMI HES as rapidly as possible. Best practice is to have the field installer handheld data uploads aggregated into an installation work management system and then uploaded to billing system nightly. The installation work management system must, therefore, be integrated into billing system to allow two-way updates that will continue through mass meter retrofit and deployment and into long-term operation. The MDMS is a long-term data management tool and information system as well as a deployment tool. Black & Veatch experience and industry best practices highlight the value of installing the MDMS in advance of an AMI meter deployment. All of the meter collection systems should be integrated into the MDMS, making it the single point of integration into billing system. This reduces the complexity of billing system integration and does not require billing system to integrate to multiple meter reading systems. The MDMS maintains this knowledge and sends information to and obtains reads from whichever solution is responsible for the meter. As meters are moved from manual reading to AMI-enabled, the MDMS seamlessly manages the transition. Therefore, the MDMS for the City will be integrated with the AMI HES as well as the current manual meter reading system. These are common integrations for MDMS solutions, so most will have demonstrated commercially available adapters for the major meter read systems. The MDMS may also need to interface with the City's work order management systems or work scheduling solutions unless this is coordinated through the billing system. As the primary AMI data management solution and data repository, the MDMS will need to integrate with other systems that require the AMI data. Some of these integrations can be simple data extracts or batch processes and others will require a more structured interface. In case, the City opts for a solution that does not require MDMS, AMI vendors offer AMI HES and data storage for the meter data. This option must be carefully evaluated to verify that the solution will meet all requirements to ensure data integrity through VEE process. There is a risk if the data storage is used and it cannot support VEE capability. This can result in data gaps or data with abnormal values that need to be validated and cleaned. BLACK & VEATCH I Strategic Analysis of Systems for Future Development 27 25G-145 2s AMI Feasibility Report I Client Name: City of Santa Ana 6.6 INFRASTRUCTURE CONSTRAINTS The City will require locations for the installation of AMI network devices. The different architectures and specific vendor solutions require different quantities of network elements. The City can assume that it will take about 15-20 (the number can be higher based on the detailed propagation studies and actual values) pole top devices as data collectors for a point to multipoint network, depending on the unique technology and vendor chosen. This number will vary depending on the technology/vendor chosen and can be more or less than the assumption stated earlier. A detailed network design will have to be completed to determine a more precise number and eventually, the optimum location of the devices. In both cases, street light poles (City is in the process of acquiring the streetlights) and other City owned assets can be utilized. The AMI HES, MDMS and customer portal require hardware to be installed in either the City IT Department data center or vendor hosted facility. Both are viable options. Based on the specific considerations of City, it is Black & Veatch's recommendation that a hosted service option from the AMI and other vendors be explored. This would mean that the AMI HES, MDMS and customer portal would be hosted by the vendor(s). This will allow the City to utilize vendor services and not to burden the City IT resources to implement and manage AMI HES and MDMS. The final decision on this hosted service option will be based on the cost and offerings available from the chosen vendor(s). 6.7 CALL CENTER An AMI project normally results in an initial increase in call center activity. This initial increase is caused by customer questions generated by the program, increased bill inquiries due to a large number of meter replacements where some older meters were under -registering, the need to gain access to some commercial locations, etc. Some utilities have established small, focused teams in the call center that handle all AMI deployment or billing related questions. This is especially valuable during the period of intense field work As this work diminishes and the AMI meters are installed and the solution becomes stable, utility experience and studies have shown that call center activity will decrease as the number of estimated read, billing inquiries and high bill complaints diminish. This reduction can potentially be expedited and increased through the implementation of customer presentment tools that provide customers with information on their usage, leak notification, and other information. The City has a small pool of staff to handle the customer calls. Currently calls are redirected by the City general service to meter or finance sections depending on the nature of the call. Calls related to water leaks, quality and conservation are handled by meter department. All calls related to billing etc. are handled by finance department. There is no dedicated call center at the City for water related calls and there is an opportunity to streamline the call handling process/flow. To minimize the increased call activity in the initial phase of the AMI project, the City should take advantage of the customer portal to provide details to the customers and links to bill payment and other online services that can reduce burden on the call center. Since this is a critical task when implementing AMI, Black & Veatch recommends implementation of customer portal along with the AMI project. 25G-146 Client Name: City of Santa Ana I AMI FEASIBILITY REPORT 7 Staffing Considerations for Smart Metering Technologies The industry has realized that AMI project implementations are unlike any other project that the utility pursues. These projects impact every meter and, hence, every customer in the utility. They will impact organizations throughout the City, including metering, field service, IT, billing, customer service, engineering, etc. The project will also be a high visibility effort that will be viewed internally and externally as a transformational initiative. The importance of a successful implementation is critical to gaining the benefits as identified as well as preventing the potential significant risks of failure. Resources from multiple departments across the organization will be required for any AMI project to be successful. AMI solutions and more specifically, the MDMS system, provides many new reports and analytics capabilities to identify leaks, stopped or problem meters, tampering, etc. These capabilities have proven extremely valuable at other water utilities and are essential to gain the full benefits of the system. However, it requires dedicated resources to monitor the systems and achieve these benefits. 7.1 CURRENT STAFFING The implementation of an AMI system requires a transition from the current manual state of meter reading and associated business processes to the eventual automated state. This is expected to take a few years. During this period, there will be a gradual reduction in meter reader classifications as meters are replaced or upgraded and meter reading routes are automated. There is a delay in transitioning the meter reading resources (to other duties) following the meter installations by several months. This delay is due to the fact that meters are still read manually. But upon completion, the City will no longer need a focused meter reading workforce. Manual meter reads will still be required because of coverage, data processing, or equipment failure issues. However, it is anticipated that these will be minimal and will be handled by field crews performing water meter field work such as: installation, replacement, repair, relocation, etc. Most utilities do not automatically reduce their workforce as the meter reading duties are reduced but often redeploy them to other open positions that have been identified as similar in classifications or skill set. The identification of these potential roles and the method to allow displaced meter readers to move to these roles should be investigated before the initiation of the project to effectively communicate to the meter reader workforce and larger organization. In addition, there will be the need for resources to support the operation and maintenance of the AMI system that some of these displaced meter readers may be qualified to perform. 7.2 METER MAINTENANCE AND REPAIR The City will require resources to perform meter installation and maintenance activities. The implementation of the AMI solution and the replacement of a large number of currently installed water meters should remove older and problematic meters from the population. This will reduce the meter replacement and repair needs for few years after AMI deployment. However, as the installed meter population ages, the City will ramp back up to continue the replacement and monitoring of meter assets. BLACK & VEATCH I Staffing Considerations for Smart Metering Technologies 29 25G-147 W, AMI Feasibility Report I Client Name: City of Santa Ana The AMI system can be used to perform improved meter asset monitoring at hourly intervals and data can be analyzed by business processes established in the MDMS. This will assist in identifying meters with potential problems, including stuck meters, zero read, dramatic reductions in usage, etc. The data from all meters can also be aggregated to potentially identify trends across subsets of the meter population, providing early warning of meter quality issues. 7.3 AMI SOLUTION OPERATION In addition to the core water meter work process activities, the implementation of an AMI solution introduces a variety of additional roles and business processes. These are identified as follows and include a proposed organizational structure: o AMI Meter Monitoring - The AMI system collects a vast amount of data in an almost continuous manner. While each meter sends information on a regular basis, the on -request reads: alarms/alerts, and other normal traffic resulting in a continuous stream of data from the meters. This data passes through the network and into the HES. The AMI system will have some automated reports and processes and the City can develop custom reports based on requirements. These must be viewed and acted upon by dedicated staff to ensure the system is functioning properly. A well trained team will identify problems and deliver high quality and complete information to the billing system. Ia AMI Meter Maintenance - In the event monitoring/reports identify a specific meter or group of meters that are not meeting performance levels, staff will try to resolve the issue by remote interrogation of the meter. Depending on the success of this task, a field visit maybe required. The field visit can then resolve the problem (i.e., a customer placed a metal object on top of the meter pit) or the MTU or entire meter/MTU may be replaced. 11 AMI Network Monitoring - Analogous to the AMI system monitoring is the AMI network monitoring. The distinction is that the network monitoring is looking at the performance of the underlying RF network between the meters and collectors, as well as the performance of the backhaul systems. This uses standard telecommunications network management tools and software and/or tools provided by the AMI vendors. This role looks not at the correctness of data or completeness of data but rather the success of data transmission and the network components. ❑ AMI Network Maintenance - Routine maintenance of network devices is required, such as battery check-ups, replacement and visual inspections. More data collection units may have to be added to the network to support new meters that are added in future. While the systems are capable of performing monitoring, upgrading the firmware, or troubleshooting remotely by the network monitoring team, there will be a need for occasional field visits by a communications technician to troubleshoot the system. 7.4 MDMS OPERATIONS AND BILLING SYSTEM SUPPORT TEAM The AMI operations team previously described is responsible for the AMI collection system. However, once the AMI data and operational information is collected by the HES, it will be sent to the MDMS in both real-time and periodic batch processes. The raw meter data enters the MDMS were it is aggregated, preprocessed, and subjected to a multitude of internal business rules and 25G-148 Client Name: City of Santa Ana I AMI FEASIBILITY REPORT eventually managed for use by the City billing system, call center representatives, or other internal users or systems. The meter interval data that users' access will be from the MDMS and not the AMI HES - this minimizes the impact on the AMI system and ensures that everyone is looking at the same MDMS validated data. This also allows all of the system integrations to be with the MDMS, establishing the MDMS as a data hub. © MDMS Operations - There is a need to monitor the performance of the file transfers and execution of the various validation, estimation and editing (VEE) business rules that translate the raw meter data into usable data and eventually into billing determinants. In addition, the system produces reports on the performance of many internal MDMS processes. Updates will ensure that the billing system, MDMS, and AMI system are all in alignment. o MDMS Data Analysis - There is a tremendous amount of valuable data within the MDMS, but it is impractical to provide all interested users with access to the MDMS. In many cases, the users will have a business question that they want answered but will not necessarily know how to access and use the data to accomplish this. In other cases, the data required may be apparent, but assistance will be needed to analyze it. 7.5 INFORMATION TECHNOLOGY ORGANIZATION AMI HES and MDMS are enterprise applications. These applications require IT staff to manage them. These systems will require upgrades from time to time. The City IT Department will be responsible for the overall integration of the AMI, MDMS and customer portal with the billing system as required. An IT organization is typically responsible for the administration of the application and application operating environment and underlying hardware. Key tasks for this group include the following: o Operating System Upgrades and Patches. CI Network and Security Monitoring. © Storage Administration - Transfer, Backup, Disaster Recovery. ® User/Security Management. © Application Upgrades and Patches. 0 Promoting of Software from Lower (Test/QA) to Production Level Environments. © Cloning Environments or Data Migration. CI Database Tuning/Backups/Recovery/Archival/Administration. ❑ Server Management and Backup and Recovery Services. El Hardware Maintenance and Monitoring. © Disaster Recover as Part of City Business Continuity Planning. In the case of the City, these functions could potentially be spread between the Meter Operations and IT Department. However, if the City employs a hosted services approach for the AMI solution as is potentially envisioned, some of these services on the AMI, MDMS and customer portal system will be performed by the vendor and validated by the City. BLACK & VEATCH I Staffing Considerations for Smart Metering Technologies 31 25G-149 32 AMI Feasibilitv Report I Client Name: City of Santa Ana 7.6 CALL CENTER RESOURCES The call center will be significantly impacted by the AMI system. As mentioned previously, during the deployment period, the call center will likely experience an initial increase in call activity due to the following: G Customers calling to inquire about the AMI program and its impact to them. Customers with billing questions because their bills increased - often due to a poorly performing meter being replaced with a new accurate meter. Q Customers needing to schedule an AMI installation visit due to access constraints. Many utilities set up a specific toll free number to route all AMI-specific calls to a small specially trained team but there will still be an initial increase in calls As the meter installations continue and the initial wave of calls decrease, the overall call volume for the call center will be reduced. Calls related to high bill complaints or billing errors will be reduced because the AMI solution will ensure that estimated bills are practically eliminated and, thus, all customers will receive a bill based on actual measured usage every time. This should allow City to evaluate the call volume after the AMI system has stabilized and assess the call center resource requirements. 7.7 ORGANIZATIONAL STRUCTURE Given the discussion on duties and roles in this section, Black & Veatch recommends the following approach to the organization and oversight for the City AMI program. Two organizational structures are provided on Figures 9 and 10. Figure 9 shows the AMI implementation stage, and Figure 9 shows the AMI sustainment operation stage. 25G-150 Client Name: City of Santa Ana 1 AMI FEASIBILITY REPORT CUSTOMER PORTAL {I AAAOSVEODOR I4 A'JIVENDORPAOjECE VE MANAGER I PRO1ECTMANAGER I LW:AGER MANAGER CUSTOMER PORTAL � Q,,,LEAD � tAWAEEAO LEAD I�NEn U KLEAD SOLD Vendor Hosted & Managed solutions Figure 9 AM[ Implementation Organization Structure The project organizational structure shown on Figure 9 is appropriate for the City, but the actual structure will depend on contractual relationships with vendors and will include resource involvement beyond just those shown in this high-level organization structure. Not all of these positions will be full-time, and some may be full-time only for a portion of the project period. For instance, the MDMS deployment will occur in an early project phase, and while updates and testing will continue in later phases, it will be at a reduced level of effort. Figure 10 provides a recommended organizational structure once the implementation stage is completed and the project has entered the operations stage. BLACK & VEATCH I Staffing Considerations for Smart Metering Technologies 33 25G-151 34 AMI Feasibility Report I Client Name: City of Santa Ana [m RESOURCE _.. Vfl10OR RE50URCE5- KORPaorraPROTECT VEMANAGER �MDMS MR I iMIVE ROFCiE MAUAGIft CT CUSTOMiR PORTAL j OPERATOR r MDMS OPERATOR METEROPENAUCR5 LEAD NETWORK LEAD Vendor Hosted & Managed Solutions City IT Department Figure 10 AMI Sustainment Organizational Structure The key roles in Figure 10 are as follows: City AMI Manager - This position has ongoing responsibility for the proper operation of the AMI system, provision of data to the billing system, delivery of the customer data and information to the web portal. This role is responsible for coordinating with the vendors and service providers. AMI Operations Manager - This role is focused on the proper operation of the AMI system and MDMS solution. A major component of this role is to manage the AMI, MDMS and Customer Portal vendor, assuming that City proceeds with a hosted and managed service approach. The vendors must be held to the negotiated performance requirements and service level agreements. Meter Technicians/Field Staff - The staff would be required to perform regular service on water meters (i.e. repair/replace meters in the field, disconnect service at the meter) as well as install/replace AMI transmitters (MTU) on the meters. The skill sets are the same as current City staff that perform this work, some more training would be required to learn the AMI related skills MDMS and Customer Portal Analyst - the MDMS and customer portal analyst is responsible for the day to day proper operation of the MDMS and customer portal processes, file synchronization and data delivery. The skills required are more traditional IT systems knowledge than meter operations. It is advantageous to have someone familiar with the overall meter to cash process in this role. Business Analyst - the value of the AMI data can only be unlocked if the organization can access and take advantage of the information. This role is shown separately on the organization chart, but, it is 25G-152 Client Name: City of Santa Ana I AMI FEASIBILITY REPORT likely that it would be combined with the MDMS and customer portal analyst in the early stages of the program. IT Support- The IT lead would be supported by System Administrator, Database and Business Analysts to provide support to AMI, MDMS, Customer portal and billing system. These roles are based on industry experience and best practices. Each utility is unique and no one approach or resourcing model works in all cases, but the structure outlines staffing requirements for an AMI deployment. 8 Data Integration and Analysis The implementation of an AMI solution generates a tremendous amount of data. The achievement of the business benefits for which the AMI solution is envisioned will be attained only if the data is managed, analyzed, and put to productive use. AMI solutions collect interval data on all water meters, normally hourly data on residential and small commercial and 1S or 60 minute intervals on larger commercial and industrial meters. In addition to the interval usage data, the system also collects data quality indicators, MTU status and performance information, and other useful data necessary for the proper operation of the AMI solution. 8.1 METER DATA MANAGEMENT SYSTEM The MDMS plays the central role as the meter data repository and source for all external and internal data requirements. All raw AMI data collected by the AMI system is fed to the MDMS, where it is processed for billing and made available to customers via the web portal. Figure 11 shows the role of MDMS in the AMI program. BLACK & VEATCH I Data Integration and Analysis 35 25G-153 36 AMI Feasibility Report I Client Name: City of Santa Ana n�e� k Smart Meter Network Smart Meters Mesh r Baha ckul I� AMI MDMS (WaterAMI Meter) �� Network i li tl_ (WAN) I'`es 'I--- I <- Advanced Metering Infrastructure '-------------> Figure 11 AMI Solution with MDMS The block diagram (Figure 12) shows the core features of MDMS solutions. This is not a comprehensive list of all capabilities but the represents the core features. MDMS is the active management system for the AMI data and is the system that internal users would access. Data is stored in this location until it is archived (the number of years data is to be stored in MDMS will be decided based on the City's business requirements). Users can access the MDMS data for analytics and reporting. The main difference between the MDMS and AMI HES systems is that the latter does not support long term data storage and analytical capabilities. 25G-154 Client Name: City of Santa Ana I AMI FEASIBILITY REPORT Figure 12 MOMS Functionality Block Diagram 8.2 HISTORICAL AMI DATA The MDMS will maintain significant historical usage information on all water meters. This information can be analyzed for a single meter or across a number of water meters, or both. The information can identify conditions such as: 13 Water meters may have accelerated decrease in accuracy. The trend for accuracy decrease is often identifiable. Looking at long-term data trends can identify meters that are suspect, allowing the City to investigate and potentially remove them before they would be scheduled for replacement, resulting in a reduction in nonrevenue water and improvement in overall system meter accuracy. 13 Water loss due to theft or tamper may be indicated by a sudden change in water usage. There are many justifiable reasons for a change in water use, but data analysis can identify potential conditions for the City to investigate. © Customer leak detection uses algorithms that look for periods of non-use. If there is no period of non-use of water for residential customers, a potential leak is normally indicated on the customer side of the meter. 13 Meter usage aggregation allows meters to be combined into virtual groups to support district meter analysis or particular zone analysis. ❑ Water use across different customer classes can be compared to identify societal trends, support customer programs or City goals, or identify long-term usage changes. Historical data also have value for the end -use customers. While many customers are not interested in monitoring their water or other utility usage on a daily basis or analyze their usage in any detail, BLACK & VEATCH I Data Integration and Analysis 37 25G-155 38 AMI Feasibilitv Report I Client Name: City of Santa Ana the availability of the historical data and analytic tools turn the data into useful information and a powerful customer engagement tool. Providing comparison information to educate customers on how their usage compares with their peers helps them identify potential equipment problems or leaks. Delivering the notifications and information in easy -to -use formats has proven valuable and impactful in the industry. 8.3 RAW AND PROCESSED DATA The AMI system will collect the raw data from the water meter MTUs. There is some data validation and error handling done in the AMI systems, but most data management is performed by the MDMS. The raw data from the AMI system is sent to the MDMS, where it is processed. The raw data is always maintained in their original form and never manipulated. If the MDMS must make modifications to the data as part of its validation, estimation, and editing routines, it creates a new copy of the data and stores both the processed data and raw data. This allows the City to go back to the original data if necessary. 8.4 DATA ANALYTICS In addition to the data analytics capabilities of the MDMS, there are other third -party applications that are designed to take AMI data and perform higher order analytics to assist the City in forecasting water use, optimizing operations of water production facilities, improving electricity management for pumping stations, and similar capabilities. Some of the MDMS vendors offer advanced water analytics capabilities that are separate from their core MDMS solutions but are designed to allow for easier integration and use. 8.5 DATA STORAGE AND SECURITY This is a critical aspect of any information technology project. For AMI systems, security is addressed in several ways. Meter consumption information is securely stored in the meter MTU, requiring a person to have the appropriate tools and authorization to access the meter MTU. The information is then sent across the AMI network in an encrypted fashion; it is not persisted on the network under normal operating conditions for an extended length of time, but is transferred to the AMI HES. The HES, whether on the utility site or hosted, is managed in a secure fashion - both physical and cyber security. Access to the AMI HES, as well as the MDMS will be password -protected and role -based. People can access only the portions of the systems to which they are authorized. The AMI industry has gone to great lengths over the past decade to make the AMI end -to -end systems secure. Additionally, the City's IT Department security practices, architectures, and protocols should be followed. Meter reads and system information is normally maintained in the AMI HES for only 2 to 3 months. The MDMS will normally contain one or more years' worth of interval data, with the exact amount determined by the City data management team. Once the data have aged beyond the time of retention for the MDMS, they are archived to a long-term data repository. This need not be a dedicated data warehouse but can be combined with other City data for long-term storage. 25G-156 Client Name: City of Santa Ana I AMI FEASIBILITY REPORT 9 Additional Benefit Areas There are a number of additional benefit areas that are sometimes not directly considered in AMI projects but can still have significant value to the utility and its customers. These include social and environmental benefits and value added services that may require some additional infrastructure to bring out the full benefit of the system. 9.1 SOCIAL AND ENVIRONMENTAL BENEFITS In addition to the core operational and customer service benefits of AMI, there are other social and environmental benefits. © Greenhouse gas reductions © Enhanced customer service Reduction in workers compensation (claims) 13 Customer engagement tools ® Better demand analysis (data analytics) 11 More accurate rate design (water rate structure) o MTU/Battery Disposal Only two of the above items have a defined "savings" component: the greenhouse gas reductions and reduced workers compensation. The manual meter reading process can be physically arduous, and there are some risks to the job (animal bites, etc.) that would be reduced using an automated system. Worker's compensation is reduced from the meter reading activities since meter readers are not required for manual reads. As fewer trucks and call outs are required because an AMI system does not require a manually intensive reading process, the amount of greenhouse gases released to the atmosphere will be reduced. If records are kept on these claims for the meter readers, a cost savings could be calculated. However, these resources will be reassigned to other duties based on their skills and will be provided training to transition into new roles. The other items are generally more "soft" costs and qualitative benefits. Public relations can be improved from improved customer service (more accurate and timely meter reads), and if customers have more real-time understanding of their own use, they have more control over the situation, which usually equates to more satisfied customers. Some of the long-term system projections will also be more accurate, such as demand planning for new developments or upgrades to supply networks, because the data will be more detailed and can show zonal demands at the daily level rather than the overall production for the whole system as the driver for these calculations. This will also make rate designs more accurate by allowing daily cycles and usage to be utilized in those calculations as well. Reduced risk of accidents is often understated as a societal benefit of AMI systems. Meter readers tend to have the highest incidences of accidents and safety incidents of any job classification because of the nature of their jobs. Mobile meter reading systems are developed to reduce risk, but any distraction, such as the use of and viewing of a handheld device or laptop will impair the ability BLACK & VEATCH I Additional Benefit Areas 39 25G-157 AMI Feasibility Report I Client Name: City of Santa Ana to drive a vehicle and raise the level of risk to the driver and any pedestrians on the meter reading route. The use of lithium batteries will reduce the costs for disposal and lessen the impact of the project on the environment, as opposed to older lead acid batteries. 9.2 VALUE ADDED SERVICES The value added services include not only leakage detection on the customer side of the meter, but also the ability to more accurately measure and audit the water supply on the supply side of the meter. 9.2.1 Customer Side Services Additional value can be provided by utilizing an MDMS that can actively assess the data from the AMI system and provide meaningful data to the customers. One example of this is the leak reports provided by many of the newest meters and their associated MTUs. Other examples would be identification and reporting of high usage, zero or low consumption (defective meters), backflow etc. 9.2.1.1 Customer Side Leakage Detection The City currently provides relief to water customers for leaks as discussed earlier. This is a once in a 3- year period relief by changing the water rate tier. With bi-monthly meter readings leaks can exist for months before even detected. Then, customers receive a larger than normal water bill and call to complain. The AMI system has the potential to addresses these issues by notifying customers via email/text messaging when higher than normal water use is detected rather than after a large water bill is received. This allows the customer to take action and the City to have less exposure to uncompensated unbilled water revenue. To highlight how the AMI system detects potential customer side leak conditions, Figures 13 and 14 show two graphs of a daily use pattern - the first with no leaks and the second with a potential leak. 160 140 120 G R SOU 80 60 40 20 40 Residential Customer - No Leaks 1 2 3 4 5 6 7 8 9 30 11 12 13 14 15 16 17 18 19 20 21 22 23 24 Hours 25G-158 Client Name: City of Santa Ana I AMI FEASIBILITY REPORT Figure 13 Sample Residential Usage Graph without Customer Side Leakage 160 140 120 ° too u 80 60 40 20 0 Residential Customer - With Leak ■Leakage ®Usage 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 Hours Figure 14 Sample Residential Usage Graph with Customer Side Leakage The potential leak is detected with an algorithm that is always analyzing the interval usage of all customers every day and looking for instances where residential customers have no periods of zero use. This may have an effect on the overall consumption and the amount billed in time, as these meters cause more customers to fix leaks faster. 9.2.2 Supply Side Services Properly configured water distribution networks can provide AMI systems with significant extra benefits with respect to supply-side auditing and leakage reduction. These are not out -of -the -box tools, but they can provide significant enhancements to the network efficiency and understanding. Most AMI projects being developed consider leakage detection, but only on the customer side. The water meters and their associated MTU will record whether there is continuous use by the customer over a 24 hour period. If there is, then a leak signal will be sent by the unit to recommend further review. With respect to the City, it is recommended that supply-side leakage control system be implemented. There are three main areas where the AMI system provides value: 1. To more accurately audit the system for water demand. 2. To detect supply-side leakage. a. To target water leakage reduction through measurement on zonal areas. b. To conduct water leakage detection with leakage loggers. 3. To improve understanding water meter accuracies. Each of these items needs extra infrastructure to effectively implement the program. For example, all the items will require a specialization for the MDMS to handle, scrub, and analyze the relevant data. There are currently no off -the -shelf software packages that provide the full spectrum of this analysis, but they are being developed, and it is expected that fully -functioning packages (validated BLACK & VEATCH I Additional Benefit Areas 41 25G-159 42 AMI Feasibility Report I Client Name: City of Santa Ana and tested) will be available in 1 to 2 years. These will add value to the system because a substantial number of meters would have been installed and the available data amassed; therefore, the timing of the complete availability of these analytic solutions should support the MDMS project plan. The leakage detection through leak noise logging is operational but requires refinement with respect to interaction with all of the AMI systems. The protocols have reportedly been developed and tested, but no actual implementation has occurred with the different leak detection solutions across all of the AMI networks. Today, the choice of leak detection system available is largely dictated by the choice of AMI vendor. AMI industry best practices have shown that the initial years of the project should focus on IT systems integration, MDMS implementation, meter and MTU deployment, and system operations. The introduction of advanced features like leak detection, analytics, and services should lag to allow for a sufficient quantity of meters to be installed and the system to stabilize. Attempting to accomplish too much too early in the Droiect can result in Door results. 9.2.3 Auditing System Demand System demand is often difficult to analyze in detail due to the nature of quarterly and monthly billing, non -revenue water, and overall production demands. Demand can be much more accurately assessed with the interval data from an AMI system. Reducing non -revenue water is a key goal for most water utilities. In order to maximize the effectiveness of an AMI system to reduce non -revenue water, it should be paired with a distribution leak detection system. The water meter data is compared to the system production data and further evaluated for potential system leaks. AMI systems help provide the necessary time -sensitive data for increased validation of non - revenue water measurements. The City should consider including District Metered Areas' (DMA) meters as part of the AMI network to provide the ability to balance DMA flows with customer consumption. This will aid in auditing of water losses, since in its current form, only an overall system balance on an aggregated period is possible. With AMI and adequate DMA implementation, increased understanding of the system demands will be available. Also, leakage flows in various areas will flag operations to investigate the potential of leakage in any given DMA. In addition, this 'A District Metered Area is a discrete zone of generally between 1,000 and 3,000 customer connections that is separately metered to provide a daily flow profile. This flow profile is then used to determine the amount of leakage in this specific zone. Leakage detection resources can then be targeted to the DMA with the highest leakage each night. 25G-160 Client Name: City of Santa Ana I AMI FEASIBILITY REPORT process not only reveals specific area leakage, it also reveals the length of time, and the volume of the leak. It can be a challenge to establish the DMA because of the current interconnectivity of the City system and the difficulty and challenge of installing meters at the inflows into the DMA to allow the in/out water measurements. The City could begin with areas that are easier to create (discrete) water zones or in areas of highest perceived water loss. 9.2.4 Supply Side Leakage Detection Leak detection capability is a clear key benefit of AMI. Utilizing acoustic sensing devices, AMI systems can detect a distribution system leak on the day it is audible to the sensors, and before it becomes a major issue. In addition, by simply utilizing the hourly usage data, many systems can provide near real-time alerts to the utility, especially when combined with DMAs. There are multiple vendors and technology options for leak detection systems marketed by major AMI system vendors. However, it is important to note that acoustic leakage detection connected to AMI systems is still being developed and is not yet widespread. 9.2.5 Customer Meter Accuracy Over time, water meters will degrade and eventually fail. AMI systems coupled with an MDMS can help to determine the failures quickly and assist testing programs (to determine whether meters are degrading) if utilized properly. For example, a customer with consistent daily water use that abruptly stops should be flagged for field review to make sure that the meter is not broken. In normal situations, it may be up to 2-3 months before a broken meter is found by the manual meter reading process, and 2-3 months of usage may not be billed. To fully realize the potential to assess meter accuracy, an MDMS will be required and calculations set up to match the unique usage profile conditions for the City customers. 10 Cost/Benefit Analysis A financial analysis was performed to identify the major cost categories and benefit areas based on the information, assumptions, and criteria identified in discussions with the City and contained in this report. 10.1 FINANCIAL MODEL An Excel -based financial analysis tool was utilized to support the development of a total cost of ownership financial analysis. This financial model is intended to accomplish the following: 1. Identify the costs associated with the AMI network implementation, MDMS implementation, and systems integration and project these costs over the multi -year period to implement the network and install the meters. 2. Identify the meter -related costs, including meter replacements, MTU installation, pit lid replacements, and related field work. 3. Identify the City and vendor project implementation costs and project these costs over the multi -year period to implement the project. 4. Identify the year -over -year, long-term costs to manage and support an AMI system. BLACK & VEATCH I Cost/Benefit Analysis 43 25G-161 44 AMI Feasibility Report I Client Name: City of Santa Ana S. Identify the project yearly costs savings by transitioning from a traditionally read meter and billing solution to an AMI solution. 10.1.1 Project Costs The cost component of an AMI implementation can be divided into two main categories: one-time costs and long-term or recurring costs. There are several major costs that combine to form the bulk of the one-time costs: 1. Metering Costs - Metering costs for the project account for replacing 37,739 meters, installing an AMI MTU on every meter in the field (44,565), and the likely replacement of meter box covers with a composite cover to allow the transmission of the AMI signal. The metering costs for the project are spread over the deployment period, which is assumed to be 3 years for the City. 2. AMI Network Costs - Network costs for the project are made up of two major components: network component procurement and network installation. The network cost is spread over the first year of the project as the network will be deployed over the complete area of service. Network data collector units will be owned by the City and maintained by the AMI vendor. 3. AMI, MDMS and Customer Portal Costs - Software and implementation costs to deploy, configure, and integrate the MDMS includes vendor, City, and integrator costs. AMI HES and MDMS will be hosted and managed by the AMI Vendor. Customer portal will be hosted and managed by the vendor. 4. Business Process and Change Management Costs - The introduction of the AMI system into the utility will result in business process redesign and organizational change. Displaced meter readers, job classification changes, and organizational changes must be managed and addressed. S. Project Management Costs - These capture the cost of the City resources as well as third - party resources working on the City's behalf for the project. 6. System Integration Costs - There are costs associated with the integration and testing of the end -to -end solution that are not captured in the above categories, typically a mixture of vendor, City IT, and party system integrator costs. Just like the one-time costs, long-term AMI implementation costs fall into several key categories. The major categories are as follows: 1. AMI Operations Team - The costs associated with operating and managing the AMI system and MDMS are captured based on the assumptions stated earlier. 2. Network Maintenance - There is a cost to manage and operate the network whether City does this itself or uses a managed service from the AMI vendor. This also includes backhaul communications costs and may include license fees depending on the technology chosen. It is assumed in this estimate that the network will be maintained by the AMI vendor. 25G-162 Client Name: City of Santa Ana I AMI FEASIBILITY REPORT 3. System Operations and Maintenance (0&M) - The various systems installed as part of the AMI program are enterprise IT systems and must be managed and supported as such. Ongoing costs include IT support for routine administration and management as well as periodic upgrades. 4. Vendor Managed Services - The costs associated with the annual fees for the vendor to manage and operate the AMI and MDMS system. S. Water Meter Costs - The cost of AMI meters is higher than conventional manually read meters due to the additional cost of the AMI MTUs. Black & Veatch has performed a high-level construction of the estimated costs of a system wide AMI implementation for City and has developed the results shown in Table 5: Table 11 Estimated Cost of City AMI Program (over-3 Year Period) (NPV far 18 Years) Project Management ; Project Management Office $378,000 Business Process and Change Management $35,000 ' _ Meter -Related New Water Meters $4,191,142 New AMI Modules (MTU) $3,426,457 Deployment Meter/MTU Labor $2,607,639 Box Modifications (lids, puck, antennae) _ $500,000 Network (Hardware and Installation) = — Network Implementation/Managed $220,000 $119,808 Service Systems CIS (Billing System) and Other System $25,000 t $18,761 Integration BLACK & VEATCH I Cost/Benefit Analysis 45 25G-163 46 I AMI and MOMS (Vendor Managed System) AMI and MOMS Vendor Project Management AMI and MDMS Implementation/Managed Service AMI Feasibility Report ( Client Name: City of Santa Ana ver 3 Year Period) �, (NPV for 18 Years) $250,000 $220,000 i ! - $704,754 Customer Portal (Vendor Managed I I i System) Customer Portal _ $214,443 $628,147 Implementation/Managed Service CITY AMI O&M AMI Operations _ -- --_ --- - ,^- -,_ _ -- -- 'y $1,605,261_ Project -Related Costs $12,067,681 Total Ongoing Operational Costs (NPV) $3,076,732 Contingency (10%) $1,206,768 $307,673 Subtotals $13,274,449 $3,384,405 The cost presented in Table 5 is an estimate only. Additional efforts would be required to obtain more refined numbers, including the issuance of Request for Proposals (RFPs) from vendors, to solidify product and service costs. Black & Veatch used its knowledge of the marketplace and information from the vendor community to develop these costs and believes that the costs are representative of what the City of this size should expect to pay. The total project costs (i.e., one-time costs experienced during the course of the 3 year implementation period) are approximately $13,274,449 million dollars. This does not include procurement or sourcing activities, cost of project financing, or corporate costs. The estimated $3,384,405 million recurring costs are those related to the ongoing support and 0&M of the AMI system over the 18 year life expectancy. This brings the estimated total cost of ownership in the range of $16,658,853 million. The City has an annual budget that includes a meter replacement program (1,500 meters per year). If this budget is taken into consideration for the project duration of three years, then the cost of 4,500 meter replacement can be used towards the AMI project thereby reducing the project cost. 25G-164 Client Name: City of Santa Ana I AMI FEASIBILITY REPORT Approximately 37,739 meters will be replaced (at an approximate cost of $11 million plus installation costs) in this project and remaining meters will be fitted with MTUs, These meters will be replaced at the end of their life cycle whether AMI is implemented or not, hence meter replacement cost should be viewed as unavoidable while looking at the total cost of ownership. Also, the cost of AMI system 0&M and field services would still be there even if AMI is not implemented (it might be even more in the absence of AMI). The above points should be taken in consideration while evaluating overall cost of the AMI project. 10.1.2 Project Benefits Similar to other projects, a major goal of an AMI implementation is to offset some or all of the project costs with yearly costs savings as a result of implementing the project. The main benefits of an AMI implementation are derived through automation of manual meter reading process, improvement in meter accuracy and billing. Black & Veatch has broken down the business benefits into four key areas of the business: 1. Meter Reading -The cost savings derived in the meter reading department come from the following three main areas: a. Reduced labor costs due to the reduction of meter reading personnel and assigning them to new roles in the organization. b. Reduced capital costs due to a reduction of fleet vehicles for meter reading personnel. c. Reduced capital costs and 0&M to maintain the hardware and software used to manually read the meters. d. Elimination of the need to add additional meter reading resources to support full monthly meter reading and billing for all water customers. 2. Meter Operations -There will be both short-term and long-term costs savings for the meter operations department as follows: a. The City should expect a small revenue stream from recycling of the meters through the AMI meter roll -out, which will partially offset costs. b. The major cost savings for the meter operations department will come from reduced truck rolls. There will be reduction in field visits as daily reads will be available from the system and on demand reads can be acquired remotely in case of billing complaints or for other uses like move -in or move -out reads. 3. Billing Efficiency -The costs savings for the billing department are derived from the fact that an AMI solution will provide more accurate and timely reads available to the billing system on a constant basis. The costs savings are made up of the following: a. Reduced overhead costs by having to work fewer billing exceptions. b. Reduction in the number of rebills due to having more accurate readings and the reduction/elimination of bills based on estimated reads. c. Reductions in customer service representative (CSR) call handling and processing. BLACK & VEATCH I Cost/Benefit Analysis 47 25G-165 48 AMI Feasibility Report I Client Name: City of Santa Ana d. Benefit due to monthly billing and transition of customers to paperless billing (online payment). 4. Credit and Collections -There are three areas of potential costs savings for the credit and collections department as follows: a. The rapid identification of meter issues should result in a reduction of non -billable revenue due to unregistered usage. b. The AMI system should easily identify and detect water usage on vacant accounts resulting in a reduction in unbilled usage. c. The AMI system should also allow for faster identification of accounts where theft is occurring, which should again result in a reduction of unbilled usage. d. Increased revenue because of improvements in meter accuracy due to initial meter replacement, and then monitoring of meter use via the AMI data. S. In addition, there will be reduction in greenhouse gases as vehicles will not be required for meter reading activities. This benefit is calculated in terms of carbon dioxide equivalent (CO2E). Table 6 summarizes the primary benefit categories and results, Figure 15 provides a graphical representation of the benefits. Table 12 Benefits Categories BENEFITCATEGORY AMOUNT (NPV18YEARS) Meter Reading $2,403,592 Meter Operations _ $2,110,676 Billing Efficiency $2,537,305 Credit and Collection $2,890,520 ToTAL 0 25G-166 Client Name: City of Santa Ana I AMI FEASIBILITY REPORT © Meter Reading O Meter Operations u Billing Efficiency o Credit and Collection CO2 Reduction 400.06 metric tons CO2E in 18years Figure 15 City AMI Program Benefit Estimates These estimates are based on an analysis of the information provided by City and Black & Veatch's experience and industry knowledge. The actual benefits will undoubtedly vary; additional benefit values will be experienced in some areas and less in others. The analysis performed to date is a high-level review and takes a reasonable approach, but more quantification can be done as the project progresses and the solution becomes more refined. The meter reading benefit includes the cost of the components that make up the meter reading organization today. Since a meter reading workforce is no longer required, all costs for current meter reading are captured as potential benefits. Costs related to the new organization and business processes to support meter reading activities are captured. The meter reading benefit also takes into account the cost of manual meter reading on a monthly basis. 10.1.3 Project Economics On the basis of the assumptions used, the initial high-level business opportunity assessment indicates that the project benefits cover a significant portion of the anticipated project costs. Actual benefits and costs will vary. Specifically, the initial project costs related to meters, MTUs, network and hosting fees offers the best opportunity for cost reductions as the City negotiates with the vendors. Given this initial estimated financial analysis, the business opportunity for the City for AMI appears both significant and valuable. 10.2 SERVICE LIFE While a service life of 15 to 20 years has been the expected norm and is widely quoted by most major AMI system vendors, the rapid evolution of metering and communications technologies is making this prospect more challenging. While a service life of 15 to 20 years is realistic for the metering infrastructure (e.g„ DCUs and backhaul) and is certainly achievable for water meters, it is perhaps not realistic for the meter interface units to last 20 years. While most manufacturers offer 20 year module warranties, largely tied to battery life, 20 year service life may not be achieved from Li -ion powered field devices. Furthermore, most vendors begin their pro-rata warranty period at BLACK & VEATCH I Cost/Benefit Analysis 49 25G-167 50 AM[ Feasibility Report I Client Name: City of Santa Ana 10 years, a clear indication of the risk of replacement they place on years 10 to 20. This should be an area of focus during vendor selection and negotiations. Warranty terms must be negotiated by the City to hedge against this risk 25G-168 Client Name: City of Santa Ana I AMI FEASIBILITY REPORT 11 Project Roadmap Black & Veatch examined the potential impact of AMI on City and the constraints and benefits of such an implementation. On the basis of the contents of this report, specifically the benefit that City could obtain from AMI and the high-level business opportunity evaluation, Black & Veatch recommends that City pursue AMI project to cover all customers. This section identifies the next steps and the approach to procuring, implementing, and managing the AMI system at the City. Specific actions include the following: 13 Develop and engage a core AMI working group that has representatives from throughout the City organization that can act as a conduit to provide information to the team as well as communicate to their respective work groups. © Select an AMI program advisor and industry consultant to assist City in developing the more detailed strategies, design, and plans for AMI as well as support the project management and implementation. 0 Review this Smart Metering Technologies Feasibility Study and use it as a basis for the more detailed project design and definition. 0 Define the preferred program delivery approach to be used to solicit and implement the AMI program. 0 Develop detailed requirements documentation to support the procurement solicitations of the additional meters, AMI system, MDMS, meter deployment, and other services. 0 Develop a stakeholder and customer communications plan. 0 Develop a workforce management plan that incorporates the ideas presented in this report as well as the constraints and requirements within City. © Develop an initial high-level project schedule so that departments and work groups can identify potential impacts (positive and negative) on the other project plans and constraints that may be imposed on the AMI project. © Identify initial risks and how these risks will be mitigated or addressed within the context of the project. Some specific action items are discussed in more detail in the following sections, while others have already been presented. 11.1 PROGRAM DELIVERY APPROACHES One of the most important decisions that City will face is how best to organize, staff, and operate the program to meet its goals and objectives. Budget, schedule, resources and resource skills needs, experience, and time commitment can all be constraints once the detailed planning of the project commences and the planning team determines that more of what was committed (budget, time, resources, etc.) is needed to fulfill the commitments of the program. Decisions about the type organizational structure and the level of expertise will be required. These decisions will be based on technology and anticipated goals/benefits that prompt the need to consider a variety of options for meeting the program commitments. BLACK & VEATCH I Project Roadmap 51 25G-169 52 AMI Feasibility Report I Client Name: City of Santa Ana Several program implementation approaches are common in the AMI industry and are described here. It is assumed that the City will partner with product suppliers to deliver the configured products. The integrations between the AMI subsystems (AMI, MOMS, Customer Portal, CIS, asset management, inventory management, procurement, etc.,) is assumed to be designed and implemented by the utility or a utility partner. Five approaches are outlined as follows: a. Utility Implemented - Use of internal utility resources. b. Utility Led - Use of internal utility resources but utility leverage industry advisors. c. Project Implementer - Shift majority of work to outside contractor(s). d. Design, Build, Operate, and Transfer - General contracting approach (i.e., single partner responsible for all work). e. Managed Service - Vendor hosts the AMI HES and MDMS and manages it. Network is owned by City but installed and managed by the AMI vendor. 11.1.1 Utility Implemented The utility implementation approach consists of the exclusive use of the organization's internal resources for most design, implementation, and deployment of the integrated AMI and AMI subsystems. There are several reasons why this approach is usually not the most common approach. The enormous amount of skilled and experienced resources required to support any AMI program is good enough reason for most utilities to enlist the help of experienced partners. Performing the project on its own also minimizes the opportunity that the utility has to use best practices and learn from the industry's experience. 11.1.2 Utility Led The utility led approach consists of the utility leading much of the implementation work but engaging industry expertise to perform the actual design, configuration, integration, testing, and deployment. This alternative approach would require the utility to solicit the assistance of industry experts and vendors to assist with areas of work such as project planning and project management office startup and operations but would allow the utility to take advantage of industry knowledge. 11.1.3 Project Implementer The project implementer approach consists of the utility leading the planning and design work with assistance from industry experts as needed but includes the aid of industry experts to support the majority of implementation work (product configuration, systems integration, testing, and deployment). The utility normally selects an implementation partner that takes a significant role on the project implementation and has responsibility for most work streams. 25G-170 Client Name: City of Santa Ana I AMI FEASIBILITY REPORT 11.1.4 Design, Build, Operate, and Transfer The design, build, operate and transfer (DBOT) approach consists of the outsourcing of the majority of planning, design, and implementation work to a general contractor (e.g., project or systems integrator perhaps). The utility or its agent would participate in ensuring the requirements of the AMI system meet the organizations business needs, but the operations and management oversight of the project, including the project management office, implementation team, and work and deployment tasks, would all be the responsibility of the general contractor. 11.1.5 Managed Service Managed Service approach consists of traditional Software as a Service (SaaS) approach where the vendor will host and manage the network, AMI HES and MDMS. Utility will manage the project and work with the vendors/partners. System integration at the utility end (billing system, work management system etc.) would be done by the utility or system integrator. The vendor would manage the integrations for AMI and MDMS. Meter deployment can be done by the utility and/or AMI vendor (or contractor). Utility will have access to systems and data hosted by the vendor to enable business operations, reporting and analytics. Managed service offers the benefit of less initial capital investment in hardware and software, quick start up, no need for skilled resources to manage AMI HES, MDMS and network, and the utility can focus on the core business rather than managing network and new systems. Black & Veatch's experience is that few utilities are currently pursuing the utility implemented or utility led approach. The resources required to manage a major AMI project as well as having staff on hand that are experienced and well versed in AMI project issues is rare. The use of a project implementer to act on the utility's behalf in the implementation of the AMI project is common. The DBOT approach is common for utilities that want to essentially outsource the project to a general project contractor or an AMI company or their partner. The City should consider the effort required to manage AMI HES, MDMS and network to assess if a managed service option would be better compared to DBOT (or having the systems implemented at the City by internal resources or contractors). The overall cost in having a managed service compared to having the systems hosted by the City should also be evaluated. Black & Veatch recommends for the City to consider the hosted option for AMI, MDMS Network management and Customer Portal as the vendors can provide cost effective services and experienced resources that can ramp up the project quickly. The City will have to train or hire resources with the right skills to manage AMI system and the cost of these resources and maintenance of the IT Systems by the City might be more as compared to the vendor service offerings. Black & Veatch recommends the City to leverage the experience and knowledge of an industry consultant/implementation partner. This will allow the City to leverage subject matter experts in the design and implementation of the AMI project. 11.2 PROCUREMENT APPROACH One of the most important lessons learned in the industry from previous AMI initiatives is that it is crucial to select the right partners. There are several partners the City will need to choose as it BLACK & VEATCH I Project Roadmap 53 25G-171 54 AMI Feasibility Report I Client Name: City of Santa Ana progresses on its AMI initiative - each poses a particular opportunity and challenge. A critical first step is to identify the proposed procurement approach. AMI projects contain significant technology and business partner elements that can impact the efficacy of the solution. The City will have to evaluate the proposals carefully as a long term and active support is required from the partners for sustainment of AMI. The City will want to partner with best -in -class solution providers. In the case of AMI providers, this involves the following elements: o Industry advisor and consultant. o Water meters. • AMI solution. • MDMS. ® Project implementation. C7 System integration. 17 Deployment services. ❑ Support Services. a Operation & Maintenance Some partners can perform multiple roles. As an example, there are vendors that have both AMI solutions and MDMS platforms, or companies that can provide industry advisor and project implementation services. The system integration role can be delivered by the project implementation lead or as a separate work stream. The deployment services should be left to those companies that have experience performing this work. The City will need to choose its partners based on key attributes that include the following: ❑ Experience - AMI projects are a unique type of project for utilities because they contain significant IT components, field work, and organizational components and are highly visible. The City should be wary of proponents that have limited AMI experience, and general water experience is not sufficient. o Proven Capabilities - Not all AMI projects have been equally successful, so the City must select partners that have demonstrated the capability to perform the scope of services for this type of projects. ® Scale - The City is not a large water utility and using partner's with small to medium utility experience is important. This is especially true for the AMI solution and MDMS as the solution offered by vendors must be cost effective. It is important that vendors must be able to provide adequate resources and support to the City. © Stability and Financial Strength - An AMI project will take a few years to complete and require significant amount of resources and investment. The City must ensure its partners have the ability to perform the services for the duration of the project. 25G-172 Client Name: City of Santa Ana I AMI FEASIBILITY REPORT The City should maintain sufficient control over the key decisions for the project. If the City opts for a managed AMI and MDMS service, then a service level agreement should be clearly defined to meet the all the City's requirements. 11.3 PROJECT SCHEDULE The overall project timeline is variable depending on the rate of change the City wants to support, the availability of capital, competing projects, and the priority of the program. For the sake of the evaluation, Black & Veatch assumed a 3 year duration of the project as defined below, with some of the identified tasks being performed concurrently. 1. RFP process and contract award: 4 months This provides a reasonable amount of time for vendor negotiations and contract finalization, steps in the process which are often underestimated and prone to being drawn out. However, this is highly dependent on the City's procurement process and could ultimately take much longer. This can also be impacted by the selection of the project implementation structure, the need to better define roles and responsibilities, manage risk amongst the parties, and select financing options. 2. Business process (BP) redesign and organizational change management (CM): 4 months In view of the significant changes to the organization, it is recommended that the BP and CM activities begin early in the project. While not every aspect of the project can be defined at this early stage, plans for handling the reassignment of meter reading workforce, job classification, skills definition, and organizational responsibilities can be addressed. 3. Implementation of MDMS, AMI system services and software interfaces for billing processes: 4 months In order to ensure a successful meter deployment phase, it is recommended to deploy the MDMS in advance of meter deployment (unless AMI HES and data store would be used in place of MDMS). It is also necessary to install the initial portion of the AMI network to support meter deployment and the initiation of the AMI system -managed services and utility operations. 4. Network deployment: 12 months The complete AMI network deployment and stabilization will take one year. S. Full scale deployment: 36 months This is a reasonable period for meter replacements, MTU installations; and service work required by the AMI project but can be accelerated or slowed based on how rapidly City wishes to fully transition to AMI. The variable factors are the number of meter installers used, the quantity of meters that need to be replaced, and the impact on City annual capital expenditures. BLACK & VEATCH I Project Roadmap 55 25G-173 56 AMI Feasibility Report I Client Name: City of Santa Ana 6. Refinement of operations and monthly billing testing (optional): 6 months This period allows for stabilization of the system and the refinement of business processes and changes. Many utilities shut the project down at the completion of meter deployment, this causes the operations team to address lingering or unresolved items. This period allows for the completion and transition to monthly billing (if City wishes to implement it) and quality assurance (QA) testing of business processes. 7. The project will require project management office (PMO) to oversee the project implementation. One of the important task for the PMO will be internal and external communications. For AMI projects, external communications is very important and should be started when the decision to implement AMI is taken. Customers and other external stakeholders must be reached through various means such as: neighborhood meetings, customer notifications, community outreach and engagement. Open house and town hall meetings should be explored to answer questions and concerns from the community. Customers should be provided information to educate them and alleviate fears about the use of new technology for remote meter reading. Information should be provided through notifications and the City website that is easily accessible. 25G-174 Client Name: City of Santa Ana I AMI FEASIBILITY REPORT Table 13 Project Timeline RFP Process and Contract Award 4 BP Redesign and Organizational Change 4 Management Implementation of MDMS, AMI System Services 4 and Software Interfaces for Billing Processes Network Deployment 12 .. ___ _ -- _____ _- _ i. ___ _ __ ___, .,._____, Full Scale Deployment 36 ■ ■ ' ■ Refinement of Operations and Testing of Monthly 12 Billing (Optional) ■ The overall project period is 3 years from inception, the City will initiate the RFP process for the project and will use the details contained herein to initiate the process. In the first year, business process, organizational management activities, MDMS and AMI systems integration and network implementation will take place. Once the network has been installed, meter deployment will begin in the first year and will continue until full meter deployment is accomplished by the end of third year. A lot of these activities can run in parallel with other tasks. In year 3, stabilization of the AMI system will be completed. A slower pace process is possible, but little would be gained other than incurring more costs and delaying benefits. 11.4 METER DEPLOYMENT PLAN Careful attention must be provided while developing the optimum meter deployment plan. Each utility has unique constraints and service area logistics, there are several common elements that every deployment plan must contain: ❑ The meter deployment must be done geographically to allow for efficiencies in the meter deployment process (i.e., the installer will work at adjacent customers on the same street or vicinity). 17 Meter deployment is normally done to allow for meter reading routes to be migrated from manual to AMI billing. This requires that meters on the route be changed over to the AMI system in order to eliminate significant inefficient manual readings. Having too many routes in the process at one time can delay meter reading and cost reduction benefits. o The AMI-enabled water meter deployment must follow the AMI network (collector/tower) installation. Normally, there is a lag of several weeks/months to allow the network devices to be installed, configured, stabilized, and if necessary, issues investigated and resolved. 17 The locations to start deployment can be based on areas that can maximize the business benefits. This could be areas with the oldest meters that could be less accurate or areas with the most significant write-offs or other drivers. An assessment of the benefits overlaid on the customer BLACK & VEATCH I Project Roadmap 57 25G-175 58 AMI Feasibility Report I Client Name: City of Santa Ana population can identify the potential preferred deployment from a business case optimization perspective. The City can start retrofitting the newer meters (less than 10 years old) with the MTUs initially and then follow up with routes having older meters. Or the City can start replacing meters on the routes having older meters first and then follow up retrofitting the newer meters. The City will have to make the decision based on operational efficiencies gained by changing out routes with old meters first. 11.5 RISK ASSESSMENT Black & Veatch defines project risk management as the processes to identify, analyze, and develop mitigation response strategies to project risks. Risks are typically identified in the following areas: © Execution Risk - Assess whether the project is properly planned, scope is well-defined and managed, and decision making is timely and accurate. 11 Executive Risk - Verify that key executives are involved, understand, and are committed to support the project objectives. Technical Risk - Verify that technology architecture is sound and stable. Verify the integrity of data in the new system. Verify that appropriate security and controls are in place. © Functional Risk - Assess whether user requirements are well defined and aligned to business processes. Verify a strong user commitment/involvement to manage expectations and gain acceptance to the delivered system. 0 Resource Risk - Assess whether there is proper definition of resource requirements (skills and time) for the project. Assess whether the project team is effectively positioned to perform. ❑ Organizational Risk - Verify that communication strategies are in place to manage expectations and gain buy -in with internal and external stakeholders. Specific to the risks inherent in transformational initiatives that leverage the enabling technologies of MOMS and AMI solutions, Black & Veatch offers the following additional risk factors as examples of those that have been experienced by the industry and Black & Veatch clients and would need to be addressed by City: © Customer Adversity - Utilities have experienced some adverse publicity and customer lack of support for AMI initiatives because of experiences in the marketplace. Usually, these revolve around privacy issues, RF concerns, or cost. Black & Veatch advises its clients to produce a communication plan for all stakeholder groups - internal and external - that identifies likely issues, positions, and appropriate mitigation plans. The City should educate the customers through customer notifications (bill inserts, advertisements in newspapers/TV etc.), neighborhood meetings and community engagement. ❑ Technology Risk- The implementation of new technologies always carries some risk. There are viable and mature products in the marketplace that can meet the City�s requirements for the AMI solution, MOMS, and other components. There is, therefore, no reason to not select a proven and stable solution. In the course of the City's AMI project, there may be options to utilize new technologies or equipment to complement this solution set, and the risks and advantages of these will be analyzed, recommendations made and reviewed, and appropriate testing and validation identified. 25G-176 Client Name: City of Santa Ana I AMI FEASIBILITY REPORT The AMI system includes the replacement or modification of substantially every City customer meter. This portion of the program is a large field installation and logistics project. The use of a proven partner to assist with the meter replacement and MTU installation tasks reduces this risk and, through proper management of meter and equipment inventory, customer notification, coordination with billing dates, etc., the risks can be managed and the deployment turned into a well -coordinated program. ❑ The entire program that is envisioned by the City and described in this Black & Veatch report, both requires significant Cit/s resources, involvement, and alters some business processes and job classifications within the organization. The business process redesign and organizational structure change needs special and careful attention. As with all large and complex projects, it is imperative that if the City is to proceed with the AMI system implementation the executive level of the City must be supportive of this initiative since large capital investment and resources are required for a successful implementation. 11.6 COMMUNICATIONS PLAN A comprehensive customer and stakeholder communications plan is essential. Very hard lessons have been learned in the electric utility industry, where a number of projects have been derailed, significantly delayed, or left utilities with poor public reputations as a result of poor communications strategies. Buy -in from stakeholders, both internal and external, is vital to the success of AMI projects, and City's eventual communications plan must consider all potential stakeholders. One critical item for which realistic expectations should be set is that no matter how proactive the City is, there will be individual customers/constituents who may react negatively to AMI, with little to no logical or valid technical basis for their positions. The concerns of these constituents must nevertheless be taken seriously and dealt with professionally. A facet missing from many utility communications plans is exactly how these types of concerns will be handled and who will handle them. Focusing on value that the customers will receive from the AMI project has proven a good approach to communicate the benefits from improved water metering and the ensuing service enhancements. 11.6.1 Privacy Privacy and security are likely to be important to a segment of residents at the outset of project implementation. This concern needs to be addressed and data made immediately available to the public prior to project initiation in order to improve the customer service experience. There is an opportunity for the City to balance any concerns about data security with the real improvement in customer privacy from the elimination of the periodic manual meter reading requirement for access to the customer's property. BLACK & VEATCH I Project Roadmap 59 25G-177 DW AMI Feasibility Report I Client Name: City of Santa Ana 12 Conclusion The North American water market is continuing to migrate from manual meter reading and lower capability AMR systems to AMI solutions. Black & Veatch supports this migration because of the tremendously transformative opportunity that AMI provides to utilities. As detailed throughout this report, AMI solutions provide a much richer quantity of data (including interval data on all meters), on a more frequent basis, and at a higher level of performance. This enabling technology will allow the City to leverage the meter data to improve operational efficiencies, support enhanced infrastructure management, enhance customer service, and serve as a platform for future programs and initiatives. The maturity of the water AMI market has continued to favorably evolve, and the City will be able to gain from the improvements in technology, capabilities (like leak detection), and cost savings that these improvements can provide. It is critical to understand the business drivers and benefits of AMI, as each utility has unique requirements and conditions. There does not appear to be significant additional downward trending for costs; the focus now is transitioning to the delivery of additional solution capabilities, especially around smart water analytics and customer engagement, so waiting would not likely deliver a lower cost solution to the City and its customers. The analytics and customer engagement solutions are built upon the core AMI solutions; although the City will initially focus on the AMI solution implementation and meter deployment, the market for the value- added solutions will continue to develop, allowing the City to take advantage of these enhancements also. The business case for the City appears to be favorable. Additional analysis must be done and a reasonable approach must be taken when evaluating costs and benefits since some of the aspects cannot be financially quantified such as customer engagement and customer service satisfaction. Additionally, there is an opportunity cost if the project is not implemented as there will be ongoing investment in the current manual meter reading technology, meter replacements and related labor costs. This ongoing investment in current technology can be used for the AMI project implementation. Enhanced customer service and providing hourly reads for all customers is a major strategic goal of the City that can be fulfilled by AMI project. This report details the challenges and business drivers that have been identified as the City continues to replace a number of its meters on annual basis. This is the opportune time to make the transition to AMI, rather than repeating the meter replacement or retrofit (with MTUs) at a later date. AMI initiatives involve the transformation of many aspects of the water utility and, given the proven value that they deliver, there has been an increase in AMI implementations across North America. Key aspects of the AMI initiatives include the following: ❑ Using the AMI system and underlying enabling technology to migrate from a periodic meter reading solution to a more constant information gathering process from the meters, arguably City's best connection with its customers. El Including the meter data management capabilities and other available analytics tools to leverage the base meter data for system planning, non -revenue water, customer leak detection, distribution leak detection, and other efficiency opportunities. 25G-178 Client Name: City of Santa Ana I AMI FEASIBILITY REPORT o Enabling increased support for billing system and customer service representative tools to deliver improved and new customer service experiences. Provisioning data to customers via multiple communication paths to inform and educate on customer water use and management options. ❑ Delivering real quantifiable benefits to the City and its customers that build over time as the information from the AMI system is more integrated into the utility and its uses expanded. AMI is a strategic investment. While a well -managed and focused AMI initiative can deliver all of the items identified above, it also provides the foundation for a more technologically advanced water utility to deliver greater customer service and satisfaction. BLACK & VEATCH I Conclusion 61 25G-179 62 AMI Feasibility Report ( Client Name: City of Santa Ana Appendix A. Base Cost Data Information Collected (stuck/stopped meters) Reduced Consumption on Vacant 1; Number ottield visits per year due to meter problems that identify stuck or stopped meters Total consumption of water on vacant accounts which are not billed, on annual basis (no new responsible party) Faster Detection of and Collection on Theft Estimate of percentage of water production or specific - l L_...._ _.. amount of water theft Ratio of meter tamper versus diversion of the total theft ( I Amount of theft actually billed and percentage collected J Improved Collections (reduced write-offs) _ Amount of annual write-offs due to non -pay and non - collectable ;Reduced Interest Costs Due to Aggressive — i I^Days past due before turn-off allowed today under current +` Turn -Offs for Nonpayment — — }! policy ' Average size of delinquent bill at turn-off I Reduced Customer Communications Cost for ; Number and type of communication efforts performed prior Collections to turn-off Cost for each communication effort Pre -Pay-- Reduction in Costs to Manage Total residential annual water revenue /Working Capital Improvement Monthly Billing Cash Flow Improvement - Transition from Bimonthly Billing Monthly Billing Transition Reduction in f Collection Issues C � I Any third -party meter reading costs and description of f' services Direct Labor Direct meter reader labor JrMeterreaderservisionlabor costs up `Supervision/Management ------- - -- -- --- L------______----- — -- — - - Benefits/Pensions/Payroll Taxes Indirect labor costs as percentage of above direct labor Vehicle Costs (O&M and Operating Leases) lVeIicle costs for meter readers and supervisors - per mile or annual cost allocation Anticipated vehicle capital replacement costs - number of vehicles, age distribution, replacement age, and replacement cost 25G-180 Client Name: City of Santa Ana ) AM[ FEASIBILITY REPORT Meter Reading Support Services Costs Meter support clerk or similar Uniform and Other Service Costs annual costs of supplied uniforms or credits towards purchase Recruitment/Staffing Costs Due to Ongoing Annual turnover of meter readers Turnover Estimated cost to hire and train one new meter reader Meter Reading Costs by Non -meter Reader Charge back or cost allocation by other resources that Classifications perform meter reading activities Meter Reading Software (e.g., MV-RS) Annual Annual cost for software maintenance Maintenance Costs Meter Reading Software Upgrade Costs Average internal between upgrades in years Average vendor and internal IT costs for one upgrade Meter Reading Software Hardware Upgrade IT hardware upgrades to support meter reading software - Costs amount and interval required Avoided Communication Costs -- Cell Phones Total cell phone costs or number of phones and average cost for meter readers and supervision Annual Software License - Route Planning Annual software costs of route planning software, if used Avoided Purchase of Existing Meter Annual purchase of AMR technologies that would be replaced Automation End Points byAMI endpoints Reduced Injuries and Claims (self -insured) Annual costs of injury claims for meter reading activities Annual cost of claims by customers due to meter reading activities Self -insured? Avoided Communication Costs -- POTS, Two Number of remotely read meters with POTS or cellular Way Radio or Cellular connection Cost of each POTS or cellular line Handheld Costs --Yearly Maintenance and Annual maintenance or warranty charge for handheld devices Repair Annual repair costs for handheld devices Salvage of Handheld Equipment Number of existing handheld devices in use Handheld Costs --Avoided Purchases Number of handheld devices replaced per year Cost of each handheld device Handheld Costs --Avoided Operating System Cost if anticipated in next three years Upgrade Avoided Purchase of Load Research Meters or Number of recording or specialty meters used for load Recorders research or similar purposes BLACK & VEATCH I Appendix A. Base Cost Data Information Collected 63 25G-181 64 AMI Feasibility Report l Client Name: City of Santa Ana i UbL ui eeui ITIMUI OperationsMeter Reduction in Physical Turn -Off and Lock due 1 Number of annual meter turn-off and lock trips^ I to Nonpayment Cost of each trip Reduction in Field Trips{move in/out) I Number of trips to obtain change of party read not Iperformed by meter readers Cost of each trip ! Reduction in Field Trips (high bill complaints) ' I Number of trips due to high bill complaints not performed by I meter readers Cost of each trip Avoided Costs of Meter Relocation due to _ I Number and total cost of meter relocations — + Access Restrictions Reduction in Load Research Meter Trips Number of trips to install, check, read, or remove special load research meters Avoided Trip Costs due to Reduction in Meter Number of annual meter failures where meter replaced Failures Cost of each meter replacement J Deferral of Meter Testing/Sampling (meter J Costs associated with sample testing of meters removed i shop costs) Deferral of Required Meter Exchanges for Annual meter replacement costs due to programmatic Sampling (field costs) replacement i Number of meters replaced annually Salvage Value of Replaced Meters and : Salvage value of water meters based on meter size Reading Equipment Salvage Value of Replaced Pit Lids Salvage value of meter lids replaced with composite -Meter — .i Inventory Consolidation Logistics Savings Warehouse and materials savings related to reduction in • meter types Reduction in Ongoing Meter Repair Activities +{-Annual costs to repair meters . and Costs I I I Billing, Revenues, and Call Center Number of meters currently repaired annually Improved Billing Exception Resolution Number of billing exceptions worked annually FReduced Billing Exceptions Cost of each billing exception Reduced Manual Effort to Create Estimates Cost to create an estimated bill 25G-182 Client Name: City of Santa Ana ( AMI FEASIBILITY REPORT Reduced Re -bills Improved Cash Flow from Receiving Reads Earlier in Billing Window Number of rebills issued annually Cost of each rebill Annual revenue from water operations Average accounts receivables Increased Revenue Due to Locating Previously Estimated number of meters in service area not currently Unbilled Meters Reduction in Call Center Calls (high bills, leaks, etc.) Improved Meter Accuracy Rapid Identification of Excessive Usage Detection Reduced Water Revenue Loss Due to Stuck and Broken Meters Consolidated Billing Options System Planning and Engineering Improvements due to High Resolution Meter Data Advanced.Applications Acoustic Leak Detection Reduced Labor Costs for Relocating Leak Detection Devices on Ongoing Basis Reduced Water Loss Due to Earlier Detection of Leaks Pressure Monitoring being billed Call center handling information: number of calls for each category tracked Estimate of current average meter inaccuracy, either in aggregate or by meter category Number of meter problems related to excess usage complaints Number of broken or stuck meters Costs experienced by engineering group to develop base data for studies that would be eliminated by provision of system wide daily or hourly data Number of portable leak detection devices in use Number of times portable leak detection devices are moved Cost of each move Number of water leaks detected prior to catastrophic failure Number of catastrophic leaks Average water loss for different categories of leaks Reduced Time to Locate and Resolve System Number of pressure -related problems undetected Problems Cost to respond and resolve pressure -related problems BLACK & VEATCH I Appendix A. Base Cost Data Information Collected 65 25G-183 66 AMI Feasibility Report I Client Name: City of Santa Ana Reduced Labor and Equipment Required to Number of Water quality monitoring sites i Monitor Wells and Similar Locations Monitoring intervals for sites Cost for each monitoring visit —e -- — -- — -- ,r Customer - — Benefits Reduced Water Production Costs Carbonjileduction Carbon Offset Value Total number of miles driven by meter readers. Total miles translated to metric ton reduction in CO2 emissions 25G-184 Client Name: City of Santa Ana I AMI FEASIBILITY REPORT Appendix B. Assumptions The development of the smart water opportunity assessment, high level financial analysis, and recommendations for City is based on Black & Veatch's knowledge of the North American water utility industry, AMI marketplace, and utility experiences with smart water. It also incorporates Black & Veatch observations gained through many conversations and working sessions with City staff and the interpretation of the discussions. Various assumptions have been developed that form a foundation for the comments and recommendations contained in this report, the most significant of which are as follows: ❑ Water conservation is a significant business driver for City and its customers. ❑ While the AMI solution provides a foundation for future smart water initiatives, such as the collection of pressure and Bow monitoring, these benefits are strategic but not quantified at this time. 17 City meter assets have a range of age distribution. At the time that City selects its AMI vendor and produces a deployment plan, it will need to decide on meter purchases, but for the purposes of this analysis, it is assumed that most water meters under 10 years old will be retrofitted with MTUs instead of replacing the meter to minimize project costs, reduce asset write-offs, and align the underlying meter asset life to the newly installed AMI MTU life. © City should evaluate AMI solutions that support an integrated leak detection capability to gain efficiencies around managing non -revenue water. 17 Given City s current staffing and organization in the meter operations and information technology areas, and in the interests of allowing City to focus on core competencies, it is assumed that the preferred operational model for an AMI solution will be a managed service approach leveraging the capabilities and competencies of an AMI vendor or partner. BLACK & VEATCH I Appendix B. Assumptions 67 25G-185 68 AMI Feasibility Report ) Client Name: City of Santa Ana Appendix C. List of Vendors The following list of vendors is provided as a sample, this list is not exhaustive and other vendors may offer their products or services to meet the AMI requirements. Some of the vendors may provide multiple products, for e.g. AMI vendor may offer MDMS or MDMS and Customer Portal or the Customer Portal vendor may also offer MDMS. Aclara Aclara (Fathom) rAquaHawk Badger — Dropcountr Clear MDM ry' Dropcountr . Elster Electsolve uCentra H20score Itro-n Elster LNexant iEnergy I Master Meter Harris Utilities Metersense Omniearth Mueller Itron — Smart Utility Systems (SUS) J Neptune Neptune N_Sight IQ Waterfluence Sensus — ,--_-Oracle jd WaterSmart i Master Meter Harmony Water MDM I Sensus Logic MDM Siemens EnergylP Smart Utility Systems (5US) i 25G-186 Client Name: City of Santa Ana I AMI FEASIBILITY REPORT Appendix D. Functional Requirements for AMI General AMI functional requirements are provided here as a guideline. Meter specifications and technical details to be provided by the City of Santa Ana meter department. General Requirements The AMI System must: 1. Ensure data security and privacy in transmission from meter to AMI HES 2. Must be scalable to support a minimum of 46,000 water meters (with possibility of future growth) 3. Vendor must provide details of other functionality supported by the AMI system like distribution system leak detection support, support for other devices on the AMI network (Sensors for SCADA), pressure monitoring etc. 4. AMI System should specify the frequency used for radio communications, clearly specify if this is licensed frequency or unlicensed frequency AMI Meter Transmission Unit (MTU) The AMI MTU's must: 1. Read and store hourly interval data. MTU must be programmable to change data transmission frequency 2. Record and transmit alarms over the network (e.g., meter tamper/theft detection, backtlow, leakage, etc.) 3. Must have a minimum battery life of 20 year (if less please specify details and battery life) 4. Be compatible with Badger meters (compatibility with other meters must be provided) AN System — Data collectors and Repeaters 1. The data collector must be able to connect to cellular, Ethernet, fiber networks for data backhaul to AMI HES 2. Data collector must have a backup battery to provide power in case of electricity failure 3. If AMI solution requires use of repeaters to extend range, please specify details of the repeaters 4. Data collectors and Repeaters would be programmed, installed and tested by the AMI vendor (or contractor as per agreement with City) S. AMI vendor would ensure that network is available 240 and a high percentage of meter reads are collected (metrics to be defined in agreement) 4.3.2 AMI Headend System 1. AMI HES must be able to collect all meter read data daily (for the previous day) by 4 am and transfer the data to MDMS by 6 am for processing (or other time specified by City) 2. AMI headend system must be capable of managing the AMI network, monitor status of all network devices and report network issues like Data collector, Repeater, MTU or Meter failure 3. AMI headend system must be capable of managing over the air firmware update to MTU, Data Collector, repeaters etc. BLACK & VEATCH I Appendix D. Functional Requirements for AMI 69 25G-187 70 AMI Feasibility Report I Client Name: City of Santa Ana 4. AMI headend system must be capable of managing and monitoring all network devices for routine maintenance/replacement or identifying issues (e.g. monitoring status of backup battery in Data collector or assigning replacement of battery after the normal life is over) 5. AMI headend system must be capable of integration with other utility system like CIS, GIS, SCADA, MDMS, customer portal etc. through standard integration interfaces 6. AMI headend system will manage scheduled reads for all meters on a daily basis and also provide the capability to read any meter on demand with very low latency (real time) 7. AMI headend system must be able to collect alarms or events transmitted by the MTU and generate reports 8. AMI headend system must be capable of providing data in standard meter read file formats (as specified by City in addition to flat file, XML etc.) 9. Time synchronization between AMI headend and field devices (MTU, DCU, repeaters etc.) must be maintained to avoid errors in meter read timestamps 10. It is preferable to have mapping capability in the AMI HES to display meter/MTU, data collectors, repeaters and network status details on the map MDMS In case AMI HES can store meter read data and provide hosting services to City, then MDMS is not required (in this case AMI vendor should specify if the system can do VEE on data or not). However, if the AMI vendor can provide AMI HES and MDMS hosted service for a nominal charge, then it would be an advantage to City. In this case, City can bring data from all pilots in this MDMS and conduct evaluation. City needs a place to store the data that would be collected by PG&E pilot. This can be a small database or MDMS. 1. MDMS will process the meter reads received from the AMI Headend system and conduct VEE as per the rules. Cleansed data would be stored in the MDMS for pilot evaluation 2. In case, data is manually edited or estimated data is replaced by actual reads (received at a later date), all versions of data must be maintained by MDMS 3. Billing data provided by MDMS to CIS should be clearly identified from the various data versions available 4. MDMS will handle the meter history related to the customer account S. MDMS must provide leakage, tamper/theft detection, meter alarms (like backflow etc.) obtained from the AMI HES in reports 6. MDMS will have the capability to identify High/low usage or abnormal usage (usage in a vacant property etc.) and generate reports 7. MDMS will identify meters not reporting reads 8. MDMS will identify meters registering zero usage 9. MDMS will be capable of meeting billing requirements from the CIS/billing system 10. MDMS will identify meters/accounts which do not have the bill ready data available in the billing window and generate a report of such meters/accounts 11. MDMS will provide manual (graphical if possible) tools for data editing in addition to the automated estimation algorithms 12. Auditing capability must be provided to keep track of users editing the data 25G-188 Client Name: City of Santa Ana 1 AMI FEASIBILITY REPORT 13. MOMS must be capable of handling standard meter read files from various AMI vendors. 14. MDMS must have capability to display usage data in graphical and tabular formats 15. MDMS must have the capability to export data in standard file formats 16. MDMS should have the capability to aggregate data based on TOU (Time of Use) bins or customer rate class or any other future requirement for billing, rate design etc. 17. MDMS must provide data aggregation based on district metering or other criteria to calculate loss and for engineering planning and analysis 18. MDMS must provide capability for custom reports and queries 19. MDMS must be capable to support deduct and compound meters Customer Portal / Analytics The customer portal must: 1. Provide validated data from MDMS in hourly intervals 2. Display data in graphical and tabular formats 3. Allow customers to compare water use data from different periods 4. Support alerts (leakage, backflow etc.) and usage limits, sent as email, phone or text message 5. Allow customers the ability to download water usage and other data in standard data formats (PDF, MS Excel, flat files, CSV or other) 6. Be available on multiple devices (e.g., PCs, Laptops, Tablets, Smart Phones) 7. Maintain privacy and security of customer data. Customer verification and authentication must follow industry standards Optional preferences include: 1. Provide customers the choice to compare water usage against similar customers or similar predefined groups 2. Allow customers with multiple accounts to view usage at individual and aggregated level 3. Offer a single sign -on to the customers (same username and password as the customer account for the utility is preferable) 4. Allow customers to estimate water bill amounts BLACK & VEATCH I Appendix D. Functional Requirements for AMI 71 25G-189 72 AMI Feasibility Report I Client Name: City of Santa Ana Appendix E. Glossary of Abbreviations and Terms AMI - Advanced Metering Infrastructure, It consists of the smart meters, communications network and the associated system, and data management software that together create a two-way network between meters and utility business systems, enabling collection and distribution of information. AMR - Automated Meter Reading. Using handheld or mobile technology to automate the meter read collection process. BP - Business Process CCF - Hundred Cubic Feet CIS - Customer Information System (Billing System) CITY - City of Santa Ana CM - Change Management CMMS - Computerized Meter Management System Collector - Network element responsible for communicating directly with water meter MIUs CO2E - Carbon Dioxide Equivalence (Measure for GHG emissions) CPUC - California Public Utility Commission CSR - Customer Service Representative DBOT - Design, Build, Operate, and Transfer DCD - Handheld or vehicle -mounted data collection device for AMR DCU - Data Collection Unit DMA - District Metered Area EAM - Enterprise Asset Management GHG - Green House Gas GIS - Geographic Information System HES - Head End System IT - Information Technology MDMS - Meter Data Management System Mesh - Type of AMI network where devices form into coordinated networks MTU - Meter Transmission Unit (also known as MIU - Meter Interface Unit) 25G-190 Client Name: City of Santa Ana I AMI FEASIBILITY REPORT MV-RS - Multi Vendor Read System NAAS - Network as a Service O&M -Operations and Maintenance RF - Radio Frequency RFP - Request for Proposal SaaS - Software as a Service SCADA - Supervisory Control and Data Acquisition SoCal Gas - Southern California Gas STAR - Type of AMI point-to-multipoint network VEE - Validation, Estimation and Editing WOMS - Work Order Management System TCO - Total Cost of Ownership WAN - Wide Area Network BLACK & VEATCH I Appendix E. Glossary of Abbreviations and Terms 73 25G-191 25G-192 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MAY 7, 2019 TITLE: APPROVE SECOND AMENDMENT TO AGREEMENT WITH LINEAR SYSTEMS IN THE AMOUNT OF $8,000 TO INCLUDE DIGITAL IMAGING SYSTEM SUPPLIES AND EQUIPMENT REPLACEMENT (STRATEGIC PLAN NO. 1, 3A) CITY NANAGER 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 second amendment to the Maintenance Service Agreement with Linear Systems to include the purchase of consumable supplies and the replacement of an administration terminal for the Digital Imaging Management System (DIMS) in the amount of $8,000, for a total not to exceed agreement amount of $87,000, subject to non -substantive changes approved by the City Manager and City Attorney. The term of this agreement will remain July 1, 2017 through June 30, 2020. DISCUSSION The Police Department's Digital Imaging Management System (DIMS) was purchased in 2004 using Urban Area Security Initiative (UASI) funds and allows crime scene images to be captured and stored digitally. It currently houses nearly 800,000 crime scene photographs and countless hours of crime scene video and audio footage. This system is a compulsory investigative tool that assists in the successful documentation of extensive crime scenes. The DIMS system used by the Police Department was developed by Linear Systems, thereby making Linear Systems a proprietary source for system maintenance and updates. The DIMS system is of paramount importance to criminal investigations and its maintenance, continued security, and storage redundancy is essential for the Police Department's Forensic Services section. This amendment will allow the Police Department to purchase consumables, such as system toner, display boards, CD's, DVD's, and system specific ribbon. In addition, the administration workstation is currently operating on a Windows XP platform that is no longer supported. City IT has recommended replacement of the workstation. The $87,000 not to exceed agreement amount includes three years of maintenance and support ($23,000 per year), a $10,000 contingency and $8,000 for supplies and equipment. Linear Systems has been accommodating, professional and consistent in it's servicing of the system, therefore staff recommends approval of this amendment 25H-1 Agreement Amendment with Linear Systems May 7, 2019 Page 2 STRATEGIC PLAN ALIGNMENT Approval of this item allows the City to meet Goal #1 Community Safety, Objective #3, Promote fiscal accountability to ensure financial responsibility at all levels of the organization, Strategy 3a, continuously evaluate and assess fiscal aspect of service delivery to ensure that the Police Department provides programs and services efficiently and effectively. FISCAL IMPACT Funds in the amount of $23,000 will be budgeted in the Police Department's FY 2019-20 Forensic Services contract services account (no. 01114455 62300) and $8,000 will be budgeted in the FY 2019-20 Forensic Services miscellaneous operating expenses account (no. 01114455 63001). Davi alentin Chief of Police Santa Ana Police Department APPROVED AS TO FUNDS AND ACCOUNTS: L6N ° " Kathryn Downs, CPA Executive Director L"Lkz�VD Finance and Management Services Agency Exhibit: 1. Second Amendment to Maintenance and Service Agreement with Linear Systems 25H-2 Exhibit 1 SECOND AMENDMENT TO MAINTENANCE AND SERVICE AGREEMENT WITH LINEAR SYSTEMS THIS SECOND AMENDMENT to the above -referenced agreement is entered into on May 7, 2019, by and between Linear Systems ("Contractor"), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS A. The parties entered into Agreement #A-2017-152, dated July 1, 2017 ("Agreement"), by which Contractor agreed to provide maintenance to and support as necessary for the Police Department's digital imaging management system (DIMS) which maintains all photograph, video and audio evidence for the Police Department vehicle towing and storage services. B. On June 19, 2018, the parties entered into a First Amendment to the Agreement to exercise the option to extend the Agreement for two (2) years and increase the overall compensation to cover services performed during the extension period in an amount not to exceed $79,000. The current term of the Agreement runs through June 30, 2020 and is still in effect. C. The parties wish to amend this Agreement to augment the Scope of Services provided by Contractor and increase the overall compensation by $8,000 to reflect costs for purchase of consumable items from the Contractor not offered by the City's IT department and services rendered by the Contractor. The Parties therefore agree: Section 1, Scope of Services, is amended to reflect the services to be provided by the Contractor per the attached Exhibit A-1; incorporated by reference to the Agreement. In addition, Contractor shall supply, at the City's sole direction and written order with the Contractor, consumable supplies including, but not limited to, system toner, display boards, CD's, DVD's, and system specific ribbon, required to run and maintain the Police Department's Digital Imaging Management System. 2. Section 2, Compensation, is amended to increase the overall compensation by $8,000 to cover the costs identified in Exhibit A-1. The total not to exceed amount for the Agreement shall be $87,000. - 3. Except as modified by this Second Amendment, all terms and conditions of the Agreement and the First Amendment to the Agreement, shall remain in full force and effect. [signature page to follow] Page 1 of 2 25H-3 Signature Page — Second Amendment to Agreement with Linear Systems (A-2017-152) IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment to the Agreement on the date and year first written above. ATTEST NORMA MITRE Acting Clerk of the Council APPROVED AS TO FORM SONIA R. CARVALHO City Attorney �� Q��1 By:rAn '{Il ✓ TAMARA BOGOSIAN Assistant City Attorney RECOMMENDED FOR APPROVAL DAVID VALENTIN Chief of Police CITY OF SANTA ANA KRISTM RIDGE City Manager CONTRACTOR �l ame: J y Hentsch Title: Director Operations Page 2 of 2 25H-4 Exhibit A-1 to Second Amendment with Linear Systems Santa .Ana Police Department - DIdIS Administrator Station - Upgrade s,-rno 11:421st Equipment 1'Lne fhueaAlr Unit 8.nen"5 TmalS Di,iml ln/wntmlun Alano,enlenlArPenl rlcqulshlon Solution S2.399.00 IIS200 MIS Enhanced Digital Acgnfsition/Enhancenent lSorkslation Tamer ll!se 5259900 YLS-200 Dt,iul AcgwsiuuNCnhaneemem Worksuuon quad-corc Intel srlo DIMS I 51.525.00 S1.525 00 Intel 516000 RA\la/ enhanced graphics processor unit 1 5000 5000 ,2 ntadc high perfulmance multi-funclmn wades U503 1 SO00 SO.00 -a'LCD high -dfhigh-ra Acquisition Station dispbr%%Y speakers I s000 5000 MS P9ndsms 10.01'm 64brt I SOAR 5000 Diu -my III IRE 50GD ax swnend DIMS Witter Module 1 575.O1 $75.00 Video Capture Card nl aA Support I 539900 S29900 DIMS External Subs) stain sd con0oller 2 OM Use 3 black & 2 03'D internal hdd I SO 00 SO 00 UPS Aven, 1 $10000 SI0000 Installation @ Linear I S40000 S400-00 Jti;lml fee ..ouron 11anagerocur Srste.. Solu/ln i Installation & Tralning 50.00, Imlallatioo.InlegmOnn. atiflratlon. paling,&QC Tlujc 1- Sbn/days onsue per day mcludmg lmucl 0 51,000.00 SO.00 $ lan/duys multiple site unsne per day 0 5300.00 SO.00 SupRMi YI reinale access sonNlre support & Ypamd T (Internet access required) I 5D Q1 50OO ••• Installmion does nor include nRsile for Acquisition 5tauuns at area eomnunjs Giguel lotennnmllalt dfaturgeoretif System, Acquisition tilalnlenamee J. Support Depot maintenance &. support contract for AequDilinn St allots I year pans & labor depot service (n Linnr) 1 S000 SO.00 •- i Year depot included in in nal purchase •' 5'-.399.00 So Errors It. Onusemns Conemge No SO90 Subtotal S2,39900 Sala Tax 7.73%S S I Sa 9'- Shtpping $75 00 OTAL S2.6'-3 92 '•• This pricing includes "Sole Source Discount". If this purchase requires a RFF, pricing will he higher. ••• ••• All listed apaeilies assume IWO - I.000.000.000.000 byline. ••• ... Linear Tier I Uiscuum .E m:mufa[turtn mMiJ� inAwkd in price • ®� • •• Linear u ill charier additional fen if City,County Stab let its fees for Ousiness License or Sales Ta s. • • • Qutmn YM—ired- Linear Systems. Inc. LI\EAR SYSTEMS Valid until: A6R019 Rancho Cucam^_a. onCAa1 Johnny l kniseh Terms: \30 909-S99a3a5 r n�.cn..,.n. LA%v E\FORcustimT Ship Via Truck 9o9d99-f,a6 fax - -0 DIVISION G5.1 u; GSJ517-0547K 25H-5 25H-6 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MAY 7, 2019 TITLE: APPROVE AGREEMENT WITH FILLER SECURITY STRATEGIES, INC. IN THE AMOUNT OF $49,750 TO PROVIDE A REVISION TO THE COUNTYWIDE HOMELAND SECURITY GRANTS STRATEGY (STRATEGIC PLAN NO. 1,6) tat ��:i•1,�1 ��: ❑ As Recommended ❑ As Amended ❑ Ordinance on 16' Reading ❑ Ordinance on 2n° Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER CITY MANAGER RECOMMENDED ACTION Authorize the City Manager and Clerk of the Council to execute an agreement with Filler Security Strategies, Inc. for the period of May 7, 2019 through December 31, 2019, to provide one revision to the Countywide Homeland Security Grants Strategy in an amount not to exceed $49,750, subject to non -substantive changes approved by the City Manager and City Attorney. The agreement includes the option for the City to grant an extension exercisable in writing by the City Manager and City Attorney. DISCUSSION The United States Department of Homeland Security has developed the Urban Areas Security Initiative (UASI) funding program. UASI is designed to address the unique planning, equipment, training, and exercise needs of high -threat, high -density urban areas and provides funds to local emergency first responders that assist in building an enhanced and sustainable capacity to prevent, protect, respond to, mitigate and recover from acts of terrorism. The grant specifically provides funding for anti -terrorism equipment, planning, training, exercises and technical assistance. Santa Ana has been designated as an Urban Area Core City since 2003. As such, for selected grant years, Santa Ana is the fiduciary for the region and manages projects, which include providing training and procuring equipment utilized by the 34 jurisdictions in Orange County. In 2013, UASI grant program funds were utilized to develop the Countywide Homeland Security Grants Strategy. The Strategy is used by the Anaheim/Santa Ana Urban Area (ASAUA) as a basis for proposing projects to be funded through the Homeland Security Grant Program. It identifies countywide goals, objectives, and priorities to streamline regional efforts and maximize organizational efforts in support of the National Preparedness Goal (Goal) and the following five mission areas: to prevent, protect, mitigate, respond to and recover from terrorist attacks and catastrophic natural disasters. It focuses on addressing the Urban Area's target capabilities and sustaining robust programs in support of the Whole Community approach. 251-1 Agreement with May 7, 2019 Page 2 Filler Security Strategies Inc. On January 29, 2019, the Police Department issued a request for proposals (RFP #19-010) for a revision to the Countywide Homeland Security Grants Strategy. On February 20, 2019, the City received a proposal from Filler Security Strategies, Inc. Filler Security Strategies was the sole proposal received in response to the City's request. An evaluation committee consisting of representatives the Anaheim/Santa Ana Urban Area reviewed and rated the proposal based on established evaluation criteria outlined within the RFP. According to the RFP, the consultant would be responsible for reviewing the current strategy, conducting planning meetings with ASAUA subject matter experts and stakeholders, and providing a revised strategy document that incorporates the updated goals and objectives of the region in support of federal homeland security program initiatives. The proposed revision should maintain, or build on, the following key components: I. Purpose, Vision, Focus, and Coordination It. Goals, Objectives, and Implementation Steps III. Evaluation Plan for the Homeland Security Strategy IV. Strategy Update Summary The results of the RFP evaluation are as follows: Vendor Score Filler Security Strategies 92 100 point max Filler Security Strategies was the sole respondent to this RFP. However, Filler Security Strategies has extensive expertise and knowledge in homeland security strategies, grant funding, and multi- discipline collaboration. The agreement will cover the period of May 7, 2019 through December 31, 2019. Although this agreement is within the City Manager's contract authority, the RFP indicated that this item would be brought to City Council for approval. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal # 1 Community Safety, Objective #6, (Enhance Public Safety integration, communications and community outreach). FISCAL IMPACT Funds in the amount of $49,750 are available in the FY17 UASI Grant Program fund accounts (no. 12514407-62300-18428101186-3492). Chief of Police Santa Ana Police Department APPROVED AS TO FUNDS AND ACCOUNTS: Kathryn Dow s, CPA Executive Director Finance and Management Services Agency Exhibit: 1. Agreement with Filler Security Strategies 251-2 Exhibit 1 AGREEMENT WITH FILLER SECURITY STRATEGIES, INC. TO PROVIDE REVISION TO THE COUNTYWIDE HOMELAND SECURITY GRANTS STRATEGY THIS AGREEMENT is made and entered into on this 7" day of May, 2019 by and between Filler Security Strategies, Inc., a Maine corporation ("Consultant'), and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("City"). RECITALS A. On January 29, 2019, the City issued a Request for Proposal #19-010 ("RFP") seeking a consultant to deliver an in-depth revision of the City's countywide ASAUA and Orange County Operational Area (OCOA) Homeland Security Grants Strategy (Strategy). The 2018 ASAUA/OCOA Strategy Update process will focus on updating the current strategy to align with the priorities, goals, and objectives with current Homeland Security Grant Program (HSGP) program and Federal guidelines. B. On February 18, 2019, Consultant submitted a timely and responsive proposal that was selected by the City. Consultant represents that Consultant is able and willing to provide the services described in the scope of work that was included in the RFP` and attached as Exhibit A to this Agreement C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: I. SCOPE OF SERVICES a. Consultant shall perform during the term of this Agreement, the tasks and obligations including all labor, materials, tools, equipment, and incidental customary work required to fully and adequately complete the services described and set forth in Exhibit A, attached hereto and incorporated by reference. Contractor's proposal shall also be incorporated by reference as though fully set forth herein. b. In performing these services, the Consultant shall abide by the Federal Grant Contract Provisions detailed in Exhibit G to the RFP. A copy of this exhibit is attached hereto and identified as Exhibit C to this Agreement and is incorporated by reference. Page 1 of 251-3 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services for City, the rates and charges identified in Exhibit B. The total amount to be expended for this Agreement shall not exceed-$49;750::: = b. Payment by City shall be made within forty-five (45) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. 3. TERM This Agreement shall commence on the date first written above and continue until December 31, 2019, with the option for the City to grant an extension exercisable by a writing by the City Manager and the City Attorney, unless terminated earlier in accordance with Section 15, below. 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer -employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. Page 2 of 9 251-4 6. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General Liability Insurance. Consultant shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, employees, agents, and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self-insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. C. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: i. Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. ii. Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. iii. Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. iv. Where the amounts or coverage provided by the certificates of insurance provides coverage greater than those listed by this Agreement, the amounts provided by the certificates of insurance shall be incorporated by reference into the Agreement. V. Consultant shall supply City with a fully executed additional insured endorsement. d. if Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. Page 3 of 9 251-5 7. INDEMNIFICATION To the fullest extent permitted by law, contractor shall indemnify, defend and hold harmless City, its officers, agents and employees (collectively, the "indemnified parties") from and against any and all claims (including, without limitation, claims for bodily injury, death or damage to property), demands, obligations, damages, actions, causes of action, suits, losses, judgments, fines, penalties, liabilities, costs and expenses (including, without limitation, attorney's fees, disbursements and court costs) of every kind and nature whatsoever (individually, a claim; collectively, "claims"), which may arise from or in any manner related (directly or indirectly) to any work performed or services provided under this contract (including, without limitation, defects in workmanship and/or materials) or contractor's presence or activities conducted performing the work (including the negligent and/or willful acts, errors and/or omissions of contractor, its principals, officers, agents, employees, vendors, suppliers, contractors, subcontractors, anyone employed directly or indirectly by any of them or for whose acts they may be liable for any or all of them). Notwithstanding the foregoing, nothing herein shall be construed to require contractor to indemnify the indemnified parties from any claim arising from the negligence or willful misconduct of the indemnified parties. Nothing in this indemnity shall be construed as authorizing any award of attorney's fees in any action on or to enforce the terms of this contract. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by the contractor. g. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States' letters patent,.trademark, or copyright infringement, including costs, contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. 9. RECORDS Consultant shall keep records and invoices in connection with the work to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any services, expenditures, and disbursements charged to the City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable_ Consultant shall allow a representative of the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. 10. CONFIDENTIALITY If Consultant receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that Page 4 of 9 251-6 it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 11. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 12. NON-DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 13. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein. 14. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall Page 5 of 9 251-7 be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 15. TERNIINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product(s) completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Consultant consents to the City's use thereof for such purposes as the City deems appropriate. b. . Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement 16. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 17. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 18. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. Page 6 of 9 251-8 19. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Clerk of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax: 714- 647-6956 With courtesy copies to: Chief of Police City of Santa Ana 60 Civic Center Plaza P.O. Box 1988 Santa Ana, California 92702 Fax:714-245-8007 To Consultant: Joshua Filler, President Filler Security Strategies, Inc. 34 Farm Gate Road Falmouth, ME 04105 Office: (202) 279-1095 Fax: (202) 761-4013 Email: jfiller@fssconsulting.net A party may change its address by giving notice in writing to the other party. Thereafter, any communication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. Page 7 of 9 251-9 20. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: Norma Mitre Acting Clerk of the Council APPROVED AS TO FORM: SONIA R. CARVALHO Tamara Bogosian " Assistant City Attorney RECOMMENDED FOR APPROVAL: David Valentin Chief of Police CITY OF SANTA ANA Kristine Ridge City Manager CONSULTANT: Jo hua Filler resident Page 8 of 9 251-10 EXHIBIT A SCOPE OF SERVICES 251-11 EXHIBIT A CITY OF SANTA ANA REQUEST FOR PROPOSALS COUNTYWIDE HOMELAND SECURITY GRANTS STRATEGY UPDATE SCOPE OF SERVICES DESCRIPTION AND SCOPE OF WORK The City of Santa Ana, on behalf of the Anaheim/Santa Ana Urban Area (ASAUA), is seeking a vendor who can deliver an in-depth revision of our countywide ASAUA and Orange County Operational Area (OCOA) Homeland Security Grants Strategy (Strategy). The 2018 ASAUA/OCOA Strategy Update process will focus on updating the current strategy to align with the priorities, goals, and objectives with current HSGP program and Federal guidelines. The consultant would be responsible for reviewing the current strategy, conducting planning meetings with ASAUA subject matter experts and stakeholders, and providing a revised strategy document that incorporates the updated goals and objectives of the region in support of federal homeland security program initiatives. A. BACKGROUND INFORMATION The requested revision will be paid in part or in full with funding from the United States Department of Homeland Security's Urban Areas Security Initiative (UASI) grant. Funding from this grant is applied to homeland security related training, exercises, equipment, and projects in the ASAUA. The ASAUA is comprised of the County of Orange, 34 incorporated cities, and two universities with a population of over 3 million people. The ASAUA has approximately 12,000 public safety emergency responders from the fire service, law enforcement, and public health. UASI grant management support is provided by the two largest cities in the ASAUA, Santa Ana and Anaheim. These two cities alternate fiscal responsibility and administration of the UASI grant. The Strategy is used by the ASAUA as a basis for proposing projects to be funded through Homeland Security Grant Program dollars. It identifies countywide goals, objectives, and priorities to streamline regional efforts and maximize organizational efforts in support of the National Preparedness Goal (Goal) and the following five mission areas: to prevent, protect, mitigate, respond to and recover from terrorist attacks and catastrophic natural disasters. It focuses on addressing the Urban Area's target capabilities and sustaining robust programs in support of the Whole Community approach. B. OBJECTIVE Proposed revision should maintain, or build on, the following key components: I. Purpose, Vision, Focus, and Coordination It. Goals, Objectives, and Implementation Steps III. Evaluation Plan for the Homeland Security Strategy IV. Strategy Update Summary City of Santa Ana — RFP 19-010 for Homeland Security Grants Strategy Update Page 9 251-12 C. PERFORMANCE SCHEDULE Revision of the Homeland Security Strategy must be delivered by December 31, 2019 to align with deadlines put forth by the UASI grant program. The City anticipates the final award of agreement to the vendor on March 5, 2019. D. MINIMUM REQUIREMENTS Proposer shall have substantial knowledge of the National Preparedness Goal, HSGP program guidelines and requirements. 2. Proposer's assigned staff shall have three years or more of experience in regional planning and coordination efforts for multiple jurisdictions and disciplines. City of Santa Ana — RFP 19-010 for Homeland Security Grants Strategy Update Page 10 251-13 EXHIBIT B COMPENSATION Fee Proposal including hourly rates if applicable 251-14 Exhibit B -Agreement vAth Filler Security Strategies (2019) Exhibit C to RFP 19-010 CITY OF SANTA ANA REQUEST FOR PROPOSALS COUNTYWIDE HOMELAND SECURITY GRANTS STRATEGY UPDATE PROPOSERS CERTIFICATION and PROPOSAL ITEM PRICING Certification - I certify that I have read, understand and agree to the terms and conditions of this Request for Proposals. I have examined the Scope of Services (Exhibit A) and am familiar with the scope of work Nations. I am familiar with all the existing conditions and limitation that may impact work requests. I understand and agree that I am responsible for reporting any errors, omissions or discrepancies to the City for clarification prior to the submission of my proposal. Proposal Item Price - Pricing shall be based on the scope of services described in Exhibit A. Cost proposal shall include all costs for delivery of the Homeland Security Grants Strategy Update. LINE DESCRIPTION QUANTITY UNIT UNIT QUANTITY UNIT I PRICE EXTENDED TOTAL PRICE 1 Kick-off Meeting 1 1 1 $1,500 $1,500 2 Complete research, review local plans, source materials, and deliver summary report 1 1 1 $6,000 $6,000 3 Review assessment data and develop capability questionnaire 1 1 1 $6,000 $6,000 4 Conduct strategy workshop 1 1 1 $13,250 $13,250 5 Produce draft strategy 1 1 1 $21,000 $21,000 6 Produce final strategy and briefing 1 1 1 $2,000 $2,000 Total Extended Cost $49.750 _Filler Security Strategies, Inc. (202) 279-1095 (207)-761-4013 LEGAL NAME OF COMPANY PHONE AND FAX NUMBERS 34 Farm Gate Rd., Falmouth, Maine 04105 BUSINESS ADDRESS Joshua Filler President PRINTED NAME OF AUTHORIZED AGENT TITLE OF 20-3837347 NIA FEDERAL ID NUMBER (IF APPLICABLE) CONTRACTOR LICENSE NUMBER (IF APPLICABLE) 13 251-15 EXHIBIT C FEDERAL GRANT CONTRACT PROVISIONS (provided as Exhibit G to RFP #19-010) 251-16 Exhibit C - Agreement with Filler Security Strategies (2019) EXHIBIT G - RFP 19-010 CITY OF SANTA ANA REQUEST FOR PROPOSALS COUNTYWIDE HOMELAND SECURITY GRANTS STRATEGY UPDATE FEDERAL GRANT CONTRACT PROVISIONS CERTIFICATIONS a. Debarment and Suspension - Contractor will comply, and all its contractors will comply, with applicable federal suspension and debarment regulations including, but not limited to, Executive Orders 12549 and 12689. and 2 Code of Federal Regulations (CFR) §200.212 and codified in 2 CFR Part 200. b. Section 504 of the Rehabilitation Act of 1973 (Handicapped) - All recipients of federal funds must comply with Section 504 of the Rehabilitation Act of 1973 (The Act). Therefore, the federal funds recipient pursuant to the requirements of The Act hereby gives assurance that no otherwise qualified handicapped person shall, solely by reason of handicap be excluded from the participation in, be denied the benefits of or be subject to discrimination, including discrimination in employment, in any program or activity that receives or benefits from federal financial assistance. The Contractor agrees it will ensure that requirements of The Act shall be included in the agreements with and be binding on all of its contractors, subcontractors, assignees or successors. c. Americans with Disabilities Act of 1990 - (ADA) Contractor must comply with all requirements of the Americans with Disabilities Act of 1990 (ADA), as applicable. d.. Lobbying. and Political Activity - None of the. funds, materials, property, or services. provided directly or indirectly under this agreement shall be used for any partisan political activity, or to further the election or defeat of any candidate for public office, or otherwise in violation of the provisions of the "Hatch Act". e. Contractor will comply with all applicable lobbying prohibitions and laws, including those found in United States Code Title 31, § 1352, et seq., and agrees that none of the funds provided under this award may be expended by the Contractor to pay any person to influence, or attempt to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with any federal action concerning the award or renewal of any federal contract, grant, loan, or cooperative agreement. f. Contractor will comply, and all its contractors will comply, with all requirements of the Byrd Anti -Lobbying Amendment (31 U.S.C. 1352), as applicable. g. Non -Discrimination and Equal Opportunity- Contractorwiil comply, and all its contractors will comply, with Title VI of the Civil Rights Act of 1964, as amended; Section 504 of the Rehabilitation Act of 1964, as amended; Subtitle A, Title 11 of the Americans with Disabilities Act (ADA) (1990); Title IX of the Education Amendments of 1972; the Age Discrimination Act of 1975, as amended; Drug Abuse Office and Treatment Act of 1972, as amended; Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970, as amended; Section 523 and 527 of the Public Health Service Act of 1912, as amended; Title VIII of the Civil Rights Act of 1968, as amended; Department of Justice Non - Discrimination Regulations, 28 CFR Part 42, Subparts C, D. E, and G; and Department of Justice regulations on disability discrimination, 28 CFR Part 35 and 39. In the event a Federal or State court, City of Santa Ana - RFP 19-010 for Homeland Security Grants Strategy Update Page 22 251-17 Federal or State administrative agency, or the Contractor makes a finding of discrimination after a due process hearing on the grounds of race, color, religion, national origin, sex, or disability against a recipient of funds, the Contractor will forward a copy of the findings to CITY which will, in turn, submit the findings to the Office of Civil Rights, Office of Justice Programs, U.S. Department of Justice. h. Contractor will comply, and all its contractors will comply, with all requirements of the Executive Order 11246 of September 24, 1965, entitled "Equal Employment Opportunity, as amended by Executive Order 11375 of October 13, 1967, and as supplemented in Department of Labor regulations (41 CFR chapter 60), as applicable. i. Contractor will comply, and all its contractors will comply, with all requirements of the Califomia Public Contract Code Section 10295.3, as applicable. j. Contractor will comply, and all its contractors will comply, with all requirements of the Copeland "Anti - Kickback" Act (18 U.S.C. 874) as supplemented in Department of Labor regulations (29 CFR Part 3), as applicable. k. Contractor will comply, and all its contractors will comply, with all requirements of the Davis -Bacon Act (40 U.S.C. 276a to 276a-7) as supplemented by Department of Labor regulations (29 CFR Part 5), as applicable. I. Contractor will comply, and all its contractors will comply, with all requirements of Sections 103 and 107 of the Contract Work Hours and Safety Standards Act (40 U.S.C. 3701-3708) as supplemented by Department of Labor regulations (29 CFR Part 5), as applicable. m. Contractor will comply, and all its contractors will comply, with all applicable standards, orders or requirements issued under Section-306 of the Clean Air Act (42 U.S.C. 1857(h)), Section 508 of the Clean Water Act (33 U.S.C. 1368), Executive Order 11738, and the Environmental Protection Agency regulations (40 CFR part 15), as applicable. n. Contractor will comply, and all its contractors will comply, with all requirements of the Energy Policy and Conservation Act (Pub. L. 94-163, 89 Stat. 871), (53 FR 8078, 8087, Mar. 11, 1988, as amended at 60 FR 19639, 19645, Apr. 19, 1995), as applicable. o. Contractor will comply, and all its contractors will comply, with all requirements of Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act, as applicable. p. Contractor will comply with the Federal Water Pollution Control Act (33 U.S.C. 1251-1387) as applicable. q. Contractor agrees that the Department of Homeland Security shall have the authority to seek patent rights for any process, product, invention or discovery developed and paid for with funding through this Agreement based on the requirements of 37 CFR§ 401, as applicable. r. Pursuant to 2 CFR section 200.315, Contractor may copyright any work that is subject to copyright and was developed, or for which ownership was acquired, under a Federal award. The Federal awarding agency reserves a royalty -free, nonexclusive and irrevocable right to reproduce, publish, or otherwise use the work for Federal purposes, and to authorize others to do so. The Federal government has the right to: City of Santa Ana — RFP 19-010 for Homeland Security Grants Strategy Update Page 23 251-18 (1) Obtain, reproduce, publish or otherwise use the data produced under a Federal award; and (2) Authorize others to receive, reproduce, publish, or otherwise use such data for Federal purposes. Contractor will provide information pursuant to 2 CFR section 200.315(e) for response to a Freedom of Information Request when applicable. s. Contractor will comply with the provisions of 2 C.F.R. section 200.315 regarding the use of intangible property. t Contractor will comply with all applicable local, state and federal statutes, codes and regulations regarding the use of state or federal grant funds and property acquired with those grant funds. u. If the product is defective, does not function as represented or advertised, City is entitled to either a full refund of the purchase price or replacement of the product for a new product at the City's election. City of Santa Ana — RFP 19-010 for Homeland Security Grants Strategy Update Page 24 251-19 251-20 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MAY 7, 2019 CLERK OF COUNCIL USE ONLY: TITLE: APPROVED ORDINANCE AMENDING SECTIONS ❑ As Recommended 10-196 TO 10-199 TO CHAPTER 10, El Amended ❑ OOrrdinance on 1$1 Reading ARTICLE III OF THE SANTA ANA ❑ Ordinance on 2nd Reading MUNICIPAL CODE TO RECOVER DUI ❑ Implementing Resolution EMERGENCY RESPONSE COSTS ❑ Set Public Hearing For (STRATEGIC PLAN GOAL 1, 5). CONTINUED TO FILE NUMBER CITY MANAGER RECOMMENDED ACTION Adopt an ordinance amending sections 10-196 to 10-199 to Chapter 10, Article III of the Santa Ana Municipal Code, allowing the City of Santa Ana to recover their costs when providing an appropriate emergency response to an incident proximately caused by a persons' negligent operation of an automobile while under the influence of an alcoholic beverage or drug, pursuant to Government Code Section 53150. DISCUSSION The Santa Ana Police Department responds to several calls for service involving individuals that have been involved in a collision that resulted from driving while under the influence of either a drug and/or alcohol. As a result, the Santa Ana Police department has utilized their personnel to respond and handle these calls for service, which take up an enormous amount of time. California Government Code Sections 53150 through 53159 establish the framework allowing public agencies to recover emergency response expenses from persons who intentionally or negligently cause incidents requiring an emergency response. Per Section 53150 of the Government Code, any person who is under the influence of an alcoholic beverage or any drug, or the combined influence of an alcoholic beverage and any drug, whose negligent operation of a motor vehicle caused by that influence proximately causes any incident resulting in an appropriate emergency response, and any person whose intentionally wrongful conduct proximately causes any incident resulting in an appropriate emergency response, is liable for the expense of an emergency response by a public agency to the incident. 53156(a) defines "expense of an emergency response" as "reasonable costs incurred by a public agency in reasonably making an appropriate emergency response to the incident, but shall only include those costs directly arising because of the response to the particular incident. Reasonable costs shall include the costs of providing police, firefighting, rescue, and emergency medical services at the scene of the incident, as well as the salaries of the personnel responding to the 50A-1 Driving Under the Influence Recovery Cost Ordinance May 7, 2019 Page 2 incident." This ordinance would not apply to a simple DUI arrest that did not require an emergency response from the firefighting, rescue, and medical services described above. Effective January 1, 2005, the liability limit is set at�$12,=000'per=incident. In addition, the City's Risk Management Division already bills for damages to other City property such as light poles and traffic signals. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #1 - Community Safety; Objective #5 (provide high quality Police and Fire/Emergency Medical Services response within the City of Santa Ana). FISCAL IMPACT The Police Department estimates that it will receive $55,000 annually in account 01114002 53415 as a result of this reimbursement. David Va ie of Police Santa Ana Police Department APPROVED AS TO FUNDS AND ACCOUNTS: Kathryn DoWns, CPA Executive Director wa(suA) Finance and Management Services Agency Exhibit. 1. Ordinance Amending sections 10-196 to 10-199 to Chapter 10, Article III of the Santa Ana Municipal Code 50A-2 Exhibit 1 TB 5.7.2019 ORDINANCE NO. NS-XXX AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AMENDING SECTIONS 10-196 TO 10-199 TO CHAPTER 10, ARTICLE III OF THE SANTA ANA MUNICIPAL CODE AND RE-CLASSIFYING ARTICLE III TO INCLUDE A SECTION FOR THE RECOVERY OF EMERGENCY RESPONSE COSTS FOR DRIVING UNDER THE INFLUENCE INCIDENTS THE CITY COUNCIL OF THE CITY OF SANTA ANA DOES ORDAIN AS FOLLOW: Section 1. The City Council of the City of Santa Ana hereby finds, determines and declares as follows: A. It is the policy of the City to encourage careful and responsible conduct by persons operating motor vehicles within our city limits. B. It is also the policy of the City to discourage the operation of motor vehicles while under the influence of alcohol and/or drugs. C. The City has further determined that people who negligently operate motor vehicles while under the influence of alcohol and/or drugs impose a burden upon City services above and beyond the regular services normally required for traffic law enforcement. D. The City has further determined that persons who negligently operate motor vehicles while under the influence of alcohol and/or drugs should bear a share of the extraordinary burden on the public risk they create. E. In furtherance of these policies and in light of these findings, the City has implemented a program for the recovery of emergency response costs for driving under the influence incidents. The program is expressly authorized by California Government Code Sections 53150 through 53158. Those statutory sections set forth some of the procedures for the recovery of emergency response costs. The sections, however, leave open for interpretation certain procedures and definitions. It is the intent of the City in adopting this ordinance to supplement the statutory provisions found in the Government Code and to specify precise definitions and procedures for the implementation of the City's emergency response cost recovery program as it applies to driving under the influence incidents. TB 51.2019 Section 2. Sections 10-196 through 10-199 are hereby amended to add the following to the Santa Ana Municipal Code to read as follows: ARTICLE III. RESERVED EMERGENCY RESPONSE COST RECOVERY Section 10-196 - RSF=RV€D DUI Cost Recovery Program (a) Definitions and procedures for implementation of costs recovery program (1) For purposes of this chapter, a person is under the influence of an alcoholic beverage or any drug, or combined influence of an alcoholic beverage and any drug, when as a result of drinking an alcoholic beverage or using a drug, or both, his or her physical or mental abilities are impaired to a degree that he or she no longer has the ability to operate a motor vehicle with the caution and characteristic of a sober person of ordinary prudence under the same or similar circumstances. For the purposes of this chapter, the presumptions described in provisions of Section 23152 of the California Vehicle Code shall apply. (2) For purposes of this chapter, an "emergency response" is one for which police personnel and equipment respond to an "incident" beyond the police response required for a mere traffic stop leading to an arrest. (3) For purposes of this chapter, an "incident" is an event involving any person who is under the influence of an alcoholic beverage or any drug, or the combined influence of an alcoholic beverage and any drug, whose negligent operation of a motor vehicle due to the influence proximately causes an event requiring an emergency response as defined in Section 10-196(a)(2). Although a collision is not necessary to create an "incident", an ordinary arrest for driving under the influence is insufficient. Section 10-197 - R&S€RVE Emergency Cost Recovery Calculation of the amount due for an "emergency response" shall include all actual costs incurred by the City in responding to the incident, including salary, benefits and overhead as established by resolution of the City Council, for each member of police responding to the incident, the cost of equipment on scene, and the cost of repairing and replacing equipment damaged at the scene. This also includes the cost of obtaining medical assistance, removing vehicles, investigating the cause of the accident, conducting field sobriety tests, arrest and booking of suspect, performing chemical tests, writing customary reports and follow up investigation needed to complete reports. TB 5.7.2019 Section 10-198 - QE. R'=o Collection of Charges (a) The Chief of Police or his/her designee shall calculate the charges payable under this section and shall forward the information that is required to invoice the person responsible for the incident to the Finance and Management Services Agency. (b) If the person responsible for the incident is a minor, then the parents or guardian of such minor shall be liable for the cost of the emergency response as defined in this chapter. (c) If the invoice remains unpaid within thirty (30) days after it is mailed, and no arrangements have been made for payments, at its discretion, the City may pursue any and all legal and equitable remedies to collect the unpaid invoice pursuant to this chapter, including the commencement of a collections action. Pursuit of one remedy does not preclude the pursuit of another remedy. Section 10-199 - RE-SEFVE-D Appeal Any person who wishes to file an appeal of an invoice.issued pursuant to this chapter, may do so pursuant to Chapter 1 (Section 21.8) within fifteen (15) days from the issuance of the invoice. Section 3. Severability If any,section, subsection, sentence, clause, phrase or portion of this chapter is for any reason held to be invalid or unconstitutional by the decision of any court of competent jurisdiction, such decision shall not affect the validity of the remaining portions of this chapter. The City Council declares that it would have adopted each section, subsection, sentence, clause, phrase or portion thereof irrespective of the fact that any one or more sections, subsections, sentences, clauses, phrases or portions be declared invalid or unconstitutional. Section 4. Enforcement of other laws: Changes in State law Nothing in this chapter prevents the City from enforcing other laws pertaining to the recovery of emergency response costs, including recovery pursuant to Government Code Sections 53150 through 53158, or pursuant to any subsequently enacted laws or amendments to existing laws. ADOPTED this _ day of May, 2019. Miguel A. Pulido Mayor TB 5.7.2019 APPROVED AS TO FORM: S isnA& Carvalh City Attomey By: Tamara Bogosian Assistant City Attorney AYES: Councilmembers: NOES: Councilmembers: ABSTAIN: Councilmembers: ABSENT: Councilmembers: CERTIFICATE OF ATTESTATION AND ORIGINALITY I, , Clerk of the Council, do hereby attest to and certify that the attached Ordinance No. NS-XXXX to be the original ordinance adopted by the City Council of the City of Santa Ana on , and that said ordinance was published in accordance with the Charter of the City of Santa Ana. Date: Clerk of the Council City of Santa Ana y 1 M REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MAY 7, 2019 TITLE: APPROVE COOPERATIVE AGREEMENT IN THE AMOUNT OF $51,551 WITH THE ORANGE COUNTY TRANSPORTATION AUTHORITY FOR THE ORANGE COUNTY TAXI ADMINISTRATION PROGRAM AND ADOPT RESOLUTION TO REVISE CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1s' Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Headng For PROGRAM REGULATIONS (STRATEGIC PLAN NO. 3) CONTINUED TO FILE NUMBER CITY MA AGER RECOMMENDED ACTION Authorize the City Manager _and the Clerk of the Council to execute Cooperative Agreement No. C-8-2015 with Orange County Transportation Authority (OCTA) for the administration of the Orange County Taxi Administration Program (OCTAP), effective January 1, 2019 through December 31, 2020 for an amount not to exceed $51,551, subject to non -substantive changes approved by the City Manager and City Attorney. 2. Adopt Resolution to revise Orange County Taxi Administration Program regulations. In 1996, the City of Santa Ana entered into an interagency agreement with Orange County Transportation Authority (OCTA) to participate as a member agency of the Orange County Taxi Administration Program (OCTAP). This program was designed to consolidate licensing, application, and administrative functions and assist OCTA member cities and agencies in meeting the requirements set forth in Government Code Section 53075.5 and Vehicle Code Section 21100. Since its inception, OCTAP was designed to be funded entirely through permit and license fees collected from taxi operators and drivers. With the arrival of Transportation Network Companies (TNCs), such as Uber, LA and others, the marketplace has greatly reduced the number of taxi permits in the county. As a result, the reduced revenues have created a financially unsustainable condition for OCTAP, causing OCTA to alert member agencies of their withdrawal from administering the program effective June 2017. However, prior to OCTA's withdrawal, the Orange County City Managers Association (OCCMA) recommended that member agencies cover the 55A-1 OCTAP Cooperative Agreement & Resolution May 7, 2019 Page 2 shortfall in funding for OCTAP administration. Subsequently, all OCTAP member agencies have been invoiced on a population -based cost sharing formula to cover this funding gap and continue the operation of OCTAP. With Governor Brown's signing of taxi regulation legislation AB 1069 (Chapter 753, Statutes of 2017) in October 2017, OCTAP, as it currently exists, could not continue past 2018. Following further discussions between OCTA, OCCMA, and OCTAP stakeholders, all OCTAP member agencies unanimously agreed to request that OCTA continue to administer OCTAP beginning January 1, 2019, for an initial term of two years (term may be extended upon agreement among the parties). Estimated costs for all participating agencies were also agreed upon using the same population -based cost sharing model (provided in Exhibit 2). OCTA staff has prepared a cooperative agreement (Exhibit 3) and is requesting its execution from member agencies. Upon approval, OCCMA and the City will work with OCTA to take steps necessary to continue to administer OCTAP. In the coming months, OCTA will work with member agencies and the taxi industry on what a newly structured OCTAP will look like, including attempting to level the playing field with TNCs and reduce outside costs to support OCTAP. Staff seeks City Council approval for the City Manager to execute Cooperative Agreement No. C- 8-2015 with OCTA for a term of two years and adoption of the resolution (Exhibit 1) to reflect new OCTAP regulations. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #3 — Economic Development, Objective #1 (Implement a comprehensive Economic Development Strategy to Ensure that Santa Ana is a City with a Vibrant Business Climate that is Accessible, User -Friendly, and Welcoming to All Residents and Visitors). FISCAL IMPACT Due to the prevalence of TNCs and the consequent decrease in revenue from reduced permit issuance, OCTAP costs to member agencies have increased. Based on its population, Santa Ana has a 10.08% funding share of the total cost for OCTA to administer the OCTAP program. However, as shown in Attachment A, estimated costs to the City are $9,920 in FY 18/19 (January -June), $23,880 in FY 19/20 (July -June), and $17,751 in FY 20/21 (July -December). Funds for the FY 18/19 contribution of $9,920 are available in the General Non -Departmental contract services account (no. 01105015-62300). The share is based on population and the costs are estimated and may be adjusted slightly. 55A-2 OCTAP Cooperative Agreement & Resolution May 7, 2019 Page 3 Table 1: Fiscal Impact from OCTAP Program Fiscal Year Accounting Unit - Accounth Fund Descriptior Accounting Unit, Account Description Amount FY18-19 01105015-62300 General Fund General Non -Departmental, Contract Services - $ 9,920 January - June Professional FY19-20 01105015-62300 General Fund General Non -Departmental, Contract Services - $ 23,880 Jul - June Professional FY20-21 01105015-62300 General Fund General Non -Departmental, Contract Services - $ 17,751 Jul - December Professional Total Contract Amount $ 51,551 APPROVED AS TO FUNDS AND ACCOUNTS: Kathryn Dow s, CPA Executive Director Finance and Management Services Agency Exhibits: 1. Resolution 2. Estimated Cost Sharing for OCTAP Member Agencies 3. Cooperative Agreement No. C-8-2015 between OCTA and Member Agencies 55A-3 55A-4 EXHIBIT 1 jmf 4/15/19 RESOLUTION NO.2019-XXX A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA ADOPTING REVISED ORANGE COUNTY TAXI ADMINISTRATION PROGRAM REGULATIONS WHEREAS, Government Code Section 53075.5 et seq. requires every cityor county to protect the public health, safety, and welfare by adopting an ordinance or resolution regarding taxicab transportation services provided by taxicab companies that are substantially located within the jurisdiction of such city or county; and WHEREAS, Orange County cities have formed a voluntary association, the Orange County Taxi Administration Program (OCTAP), to coordinate taxicab service permitting and other administrative functions with the Orange County Transportation Authority (OCTA) in order to increase public safety, reduce administrative costs for the public and the private sector, and expand the provisions of private transportation service in Orange County; and WHEREAS, the City and OCTA previously entered into an interagency agreement in which the City agreed to participate as an OCTAP member agency and OCTA agreed to provide the staff and administrative services necessary to implement the program; and' . WHEREAS, OCTAP has established and periodically updated uniform regulations applicable to taxicab companies and taxicab drivers, including minimum standards for Insurance, equipment, mechanical conditions, fares, and other aspects of taxicab operations (OCTAP Regulations); and WHEREAS, the OCTA Regulations are- designed to satisfy Government Code Section 53075.5 et seq.; and WHEREAS, Santa Ana Municipal Code Sections 32-3 through 32-16 (Taxicab Service Ordinance) require taxicabs to comply with equipment, maintenance, and operational requirements established by OCTAP and adopted by City Council resolution; and WHEREAS, the Santa Ana City Council initially adopted OCTAP Regulations on November 3, 1997 by Resolution No. 97-047 and later adopted revised OCTAP Regulations on Decem`ber21, 2009 by Resolution No. 2009-064; and WHEREAS, concurrent with the execution of a new interagency agreement with OCTA, the City now desires to adopt newly revised OCTAP Regulations. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Santa Ana as follows: Section 1. The revised OCTAP Regulations attached as Exhibit A are hereby adopted, shall supersede all prior OCTAP Regulations adopted by the City, and shall be applicable to all newly initiated proceedings to enforce the Taxicab Service Ordinance. Resolutlan No. 2019-XXX Page 1 of 2 55A-5 jmf 4115119 Section 2. Any pending Taxicab Service Ordinance enforcement proceeding that is based on prior OCTAP regulations adopted by the City Council shall not be affected in any manner by the adoption of this Resolution. Section 3. The Resolution shall take effect immediately upon its adoption by the City Council, and the Clerk of the Council shall attest to and certify the vote adopting this Resolution. ADOPTED this _ day of 2019. Miguel A. Pulido Mayor APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney By: ohn M. Funk Assistant City Attorney AYES: NOES: ABSTAIN: NOT PRESENT: Councilmembers Councilmembers Councilmembers Councilmembers CERTIFICATE OF ATTESTATION AND ORIGINALITY I, Norma Mitre, Acting Clerk of the Council, do hereby certify the attached Resolution No. 2019- to be the original resolution adopted by the City Council of the City of Santa Ana on Date: 2019. Clerk of the Council City of Santa Ana Resolution No. 2019-xxx Page 2 of 2 y EXHIBIT A REGULATIONS OF THE ORANGE COUNTY TAXI ADMINISTRATION Approved 02/05/2019 Effective 04/01/2019 55A-7 TABLE OF CONTENTS PURPOSEAND SCOPE............................................................................................ 3 DEFINITIONS............................................................................................................. 4 AGENCY AND OCTA PARTICIPATION....................................................................5 AgencyResponsibilities............................................................................................... 5 OCTAResponsibilities................................................................................................. 6 STEERING COMMITTEE...........................................................................................6 1. GENERAL RULES AND REQUIREMENTS........................................................6 1.1 Permittee......................................................................................................7 1.2 Permitted Drivers......................................................................................... 8 2. COMPANY PERMITS.........................................................................................9 2.1 Company Permit Requirements................................................................... 9 2.2 Company Permit Denial............................................................................. 12 2.3 Company Affiliated Drivers......................................................................... 13 2.4 Company Permit Issuance......................................................................... 13 2.5 Term of Company Permit........................................................................... 14 2.6 Company Permit Renewal......................................................................... 14 2.7 Company Permit Suspension/Revocation.................................................. 14 2.8 Company Permit Penalties/Suspensions................................................... 15 2.9 Right to Appeal...........................................................................................15 2.10 Agency or Other Transportation Agreements ............................................. 15 3. DRIVER PERMITS...........................................................................................16 3.1 Driver Permit Requirements....................................................................... 16 3.2 Driver Permit Issuance ............................................................................... 17 3.3 Term of Driver -Permit ................................................................................. 17 3.4 Renewal of Driver Permit...........................................................................17 3.5 Driver Permit Limitation.............................................................................. 17 3.6 Replacement Driver Permit........................................................................ 17 3.7 Driver Permit Transfer to Another Company .............................................. 17 3.8 Driver Permit Denial................................................................................... 18 3.9 Driver Permit Suspension/Revocation........................................................ 19 3.10 Driver Permit Penalty/Suspension.............................................................. 20 3.11 Driver Permit Appeal.................................................................................. 20 3.12 Driver Permit Surrender............................................................................. 20 4. TAXICAB PERMITS.............................................................................................20 4.1 Taxicab Permit Required............................................................................. 20 4.2 Inspections................................................................................................. 21 4.3 Vehicle Replacement................................................................................. 21 4.4 Taxicab Permit Renewal............................................................................ 21 4.5 Taxicab Permit Surrender.......................................................................... 22 4.6 Replacement Taxicab Permit..................................................................... 22 5. TAXICAB REQUIREMENTS.............................................................................22 5.1 Proof of Insurance ....................................................................................... 22 5.2 California Vehicle Registration.................................................................... 22 5.3 Taxi Company Designation......................................................................... 23 y • 5.4 Vehicle Maintenance and Records.............................................................. 23 5.5 Seating........................................................................................................23 6. TAXICAB OPERATION....................................................................................23 6.1 Solicitation..................................................................................................23 6.2 Fares Charged........................................................................................... 23 6.3 Receipt.......................................................................................................23 6.4 Accidents...................................................................................................24 6.5 Agency or other Transportation Agreements ............................................. 24 6.6 Advertising.................................................................................................24 7. REPORTING VIOLATIONS OF OCTAP REGULATIONS...............................24 8. APPEALS AND ADMINISTRATIVE HEARINGS...................................I.........25 8.1 Notice of Appeal......................................................................................... 25 8.2 Stay............................................................................................................25 8.3 Stay. Exception.......................................................................................... 25 8.4 Initial Review of Appeal.............................................................................. 25 8.5 Hearing Officer........................................................................................... 26 8.6 Administrative Hearings............................................................................. 26 9. PERMIT FEES AND TAXICAB FARES............................................................26 9.1 OCTAP Permit Fees................................................................................... 27 9.2 Metered Rates............................................................................................ 27 9.3 Refund Policy............................................................................................. 27 10. AMENDMENT(S) TO REGULATIONS.............................................................27 10.1. Administrative Amendment(s).................................................................... 27 10.2. Substantive Amendment(s)........................................................................ 27 10.3. OCTAP Permit Fees and Taxicab Metered Rates ...................................... 28 OCTAP FEE STRUCTURE...................................................................................... 29 ORANGE COUNTY APPROVED TAXICAB METERED RATES ............................. 30 OCTAP ADMINISTRATIVE ACTION AND FINES SCHEDULE..............................31 55A-9 PURPOSE AND SCOPE The Orange County Taxi Administration Program (OCTAP) is an association of Orange County Agencies formed to establish a policy for entry into the business of providing Taxicab transportation service in compliance with Agencies' requirements under California Government Code § 53075.5. OCTAP was formed pursuant to interagency -agreements between the Orange County Transportation Authority (OCTA) and participating Agencies. The objective of OCTAP is to establish minimum safety and service standards for the provision of Taxicab services in Orange County, to increase public safety, reduce administrative costs for the public and private sector, and to expand the provision of private transportation service in Orange County. Although not a participating Agency, OCTA provides administrative functions for the OCTAP program and manages the permitting processes necessary to issue Taxicab company, vehicle, and driver permits on behalf of the Agencies. The OCTAP Regulations are intended to define minimum Taxicab company, Taxicab vehicle, and Taxicab driver permitting requirements, establish minimum safety and service standards for the operation of a Taxicab, and consolidate the permitting of Taxicab transportation service for the Agencies. Agency Legislative Independence and Authority Retained. The OCTAP Regulations are developed by the Agencies and enforced through adoption of the OCTAP Regulations Into each Agency's municipal code. Each Agency shall be responsible for enforcing the OCTAP Regulations, prosecuting violators, and notifying OCTAP of such occurrences. All policies, procedures, ordinances, rules, and regulations pertaining to Taxicab companies, Taxicab drivers, Taxicabs, fares, notices, safety, Taxicab stands, pickup, hours of operations, and all other functions not specifically provided for in the OCTAP Regulations, shall remain within the authority and jurisdiction of each Agency. Each Agency retains all authority, responsibility, and independence for Taxicab regulation and enforcement within Its Area of Jurisdiction. Each Agency retains the right and authority to select the Company(ies) authorized to operate within its jurisdiction, including the number of Taxicabs authorized to pick up passengers within its jurisdiction. Each Agency reserves the right to implement and enforce additional requirements or limits beyond the OCTAP Regulations. Page 3 of 32 55A-10 DEFINITIONS Agency "Agency" means each City and the County of Orange that participates in OCTAP. 2. Area of Jurisdiction "Area of Jurisdiction" of each Agency means the area within the boundaries of a City, or for the County means the unincorporated area, including John Wayne Airport. 3. ASE "ASE° means the National Institute for Automotive Service Excellence. 4. Band It Taxicab "Bandit Taxicab" refers to a Taxicab operating within the Area of Jurisdiction of any OCTAP Agency without a valid OCTAP permit, when one is required, or other permit issued by a permitting agency that is accepted by the OCTAP Agencies. . 5. BAR "BAR" means the Bureau of Automotive Repair. 6. Company "Company" includes a natural person, firm, association, organization, partnership, business, trust, corporation, or public entity. 7. Company Permit "Company Permit"means a valid permit issued by OCTAP authorizing a Company to operate a Taxicab business within the Area of Jurisdiction of any participating Agency, which allows the Company to serve that Agency. 8. Driver "Driver" means a person who has a valid OCTAP-issued Driver Permit. Page 4 of 32 55A-11 9. Driver Permit "Driver Permit" means a valid permit issued by OCTAP authorizing a person to drive or control the movements of a Taxicab. 10. OCTA "OCTA" means the Orange County Transportation Authority. ifil�#Zl31_1� "OCTAP" means the Orange County Taxi Administration Program. 12. Permittee "Permittee" means a Company that holds a valid OCTAP Company Permit. 13. Taxicab "Taxicab" means a vehicle capable of carrying not more than eight persons, excluding the driver, and used to carry passengers for hire. The term shall exclude a vehicle operating as a Charter Party Carrier licensed as such by any state agency, including the California Public Utilities Commission (CPUC), or any other vehicle operating under the authority of any state agency, including the CPUC. 14. Taxicab Permit . - -"Taxicab Permit" means a valid permit issued by OCTAP, authorizing a particular vehicle to be operated as a Taxicab. 15. Transportation Agreements "Transportation Agreements" means any separate agreement that an Agency has established with an OCTAP Permittee for operation within its jurisdiction. AGENCY AND OCTA PARTICIPATION Agency Responsibilities. Each Agency shall: o Participate as a member of OCTAP. o Appoint its City Manager, Executive Officer, or their designee, to participate as a member of the OCTAP Steering Committee. Page 5 of 32 55A-12 o Adopt and enforce a Taxicab ordinance or resolution consistent with the OCTAP Regulations. o Enforce, and if necessary, prosecute all violations of its Taxicab ordinance or resolution and the OCTAP Regulations. Notify OCTAP of any public or law enforcement complaint pertaining to permitted Taxicab companies, Taxicabs, and Taxicab drivers within its Area of Jurisdiction. OCTA Responsibilities. OCTA shall provide the services described in the OCTAP Regulations on behalf of each Agency that adopts the OCTAP Regulations by ordinance or resolution, and shall: o Provide staff and administrative services necessary to issue permits and implement the OCTAP Regulations. o Collect fees to cover the costs of administering OCTAP and collect fines associated with violations of OCTAP Regulations, However, OCTA shall not assume liability for the performance of Taxicab companies, Taxicab drivers, or Taxicabs. OCTA is not responsible for the enforcement of Agency ordinances or resolutions, the enforcement of non -permitted Taxicab operations, or for collecting franchise fees or business license fees imposed by participating Agencies on Taxicab companies or drivers. STEERING COMMITTEE The OCTAP Steering Committee shall be appointed by the Agencies. The OCTAP Steering Committee is responsible for creating the OCTAP Regulations and advising OCTA on matters including the OCTAP Regulations, the policies and procedures governing the Issuance of permits, and public safety issues in Orange County. The OCTAP Steering Committee will meet as needed to advise OCTA on all matters discussed herein. 1. GENERAL RULES AND REQUIREMENTS Each OCTAP Permittee, its management, employees, affiliated drivers, leaseholders, and owner -operators are individually and jointly responsible for complying with OCTAP Regulations; all California Vehicle Codes and Statutes; all applicable federal, state and local laws, statutes, and ordinances; all ordinances of a City, Agency, Airport, or County related to the operation of a Taxicab; and all lawful orders, rules, and regulations promulgated thereunder regarding the transportation of customers in a Taxicab. Page 6 of 32 55A-13 1.1. Permittee. 1.1.1 Permittee shall ensure Taxicabs are driven only by OCTAP permitted Drivers. 1.1.2 Permittee shall not operate a Taxicab without a valid Taxicab Permit from OCTAP, unless otherwise permitted by law. 1.1.3 Permittee shall notify OCTAP within forty-eight (48) business hours of an affiliated Driver who becomes unqualified or unauthorized to drive a Taxicab or upon termination of employment or affiliation with Permittee. 1.1.4 Permittee shall maintain all programs and requirements for receiving a Company Permit and verify the continuous enrollment of affiliated drivers in their OCTAP-approved drug and alcohol testing program and DMV Pull Notice program. 1.1.5 Permittee shall comply with any separate requirements that may have been adopted by any Agency in which Permittee intends to operate, including, but not limited to, establishment of a franchise and the payment of business license fees or taxes. 1.1.6 Permittee shall cooperate fully with OCTAP Staff, 1.1.7 Permittee shall notify OCTAP staff within forty-eight (48) business hours when vehicles are removed from service and will surrender OCTAP vehicle permits in accordance with Section 4.5. 1.1.8 Permittee shall maintain reasonable financial responsibility to conduct Taxicab transportation services in accordance with the OCTAP Regulations. 1.1.9 Permittee shall maintain a safety education and training program in effectfor all Taxicab Drivers, whether employees or contractors. 1.1.10 Permittee shall maintain a disabled access education and training program to instruct its Taxicab Drivers on compliance with the federal Americans with Disabilities Act of 1990 (42 U.S.C. Sec. 12101 et seq.) and amendments thereto, and state disability rights laws, including making clear that it is illegal to decline to serve a person with a disability or who has a service animal. 1.1.11 Permittee shall disclose fares, fees, or rates to the customer, and may satisfy this by disclosing fares, fees, or rates on its Internet Web site, mobile telephone application, or telephone orders upon request. Page 7 of 32 55A-14 1.1.12 For on -demand (flagged) trips, the Taxicab must possess a fully operational taximeter with current and intact seals, or any type of device or technology approved by the Division of Measurement Standards to calculate fares, including the use of Global Positioning System metering, provided that the device or technology complies with Section 12500.5 of the Business and Professions Code and with all regulations established pursuant to Section 12107 of the Business and Professions Code. The customer shall not be charged a fare that exceeds the authorized fare. 1.2 Permitted Drivers. 1.2.1 A Driver must possess and display a valid OCTAP Driver Permit in order to operate a Taxicab, and at all times the taxicab is in operation, on behalf of a Permittee. 1.2.2 A driver shall not operate a taxicab without a valid OCTAP Taxicab Permit. 1.2.3 Permitted Drivers shall adhere to all regulations related to Taxicab Operation In Section 6. 1.2.4 Permitted Drivers may only pick up passengers in the Area of Jurisdiction of those agencies that have approved the Permittee he/she represents, unless otherwise permitted by law. 1.2.5 Permitted Drivers shall cooperate with the Permittee, Law and Code Enforcement Officers, and OCTAP Staff, including random testing and all vehicle inspections. 1.2.6 The Driver Permit must be displayed in the passenger side area of the dashboard, easily viewable from inside or outside of the vehicle. The Driver Permit must be attached in a way that makes it removable by the Driver to provide to law enforcement, code enforcement officers, or OCTAP staff, when requested. The Driver's California driver license number on the Driver Permit may be covered by a removable label, if desired. No other alterations, covered, or hidden information to the OCTAP Driver Permit is allowed. 1.2.7 A driver in possession of an altered or defaced permit will not be considered to be in possession of a valid Driver's Permit. 1.2.8 A Driver shall not display another person's OCTAP Driver Permit or allow another person to use their Driver Permit. Page 8 of 32 55A-15 1.2.9 A Driver shall not carry more passengers in the Taxicab than are authorized by the manufacturer's recommendations. Operational seat belts must be available for all passengers. 1.2.10 A Driver shall operate a Taxicab in accordance with all applicable state and local laws and regulations and with due regard for the safety, comfort, and convenience of passengers, and of the general public. 2. COMPANY PERMITS No Company shall operate a Taxicab business or advertise as a Taxicab business within the Area of Jurisdiction of an Agency without having first obtained a Company Permit from OCTAP, unless otherwise authorized by Government Code § 53075.5, or without permission from the Agency to operate in the Area of Jurisdiction of such Agency, if the Agency's legislative body requires such permission. 2.1 Company Permit Requirements. A Company Permit shall be issued from OCTAP when the following conditions have been satisfied: 2.1.1 Submission of a complete Company Permit application package. 2.1.2 Submission of a copy of the applicant's drug and alcohol policy meeting OCTAP requirements and proof that the applicant has implemented a Drug and Alcohol Certification Program covering all its affiliated permitted Drivers pursuant to Government Code § 53075.5 and meeting the following requirements. 2.1.2.1 A contract with a drug and alcohol program administrator and authorized lab certified by the U.S. Department of Transportation. 2.1.2.2 Procedures and components substantially as. in Part 40 of Title 49 of the Code of Federal Regulations, for pre- employment or pre -licensing and licensing renewal. 2.1.2.3 Procedures and components substantially as in Part 382 of Title 49 of the Code of Federal Regulations for rehabilitation, retum4o-duty and follow up testing. 2.1.2.4 Procedures and components for random testing following U.S. Department of Transportation guidelines, annual minimum random testing rates, and additional tests as required following accidents, rehabilitation, return -to -service, Page 9 of 32 55A-16 and other circumstances providing reasonable suspicion to test. 2.1.2.5 When requested, random testing reports to be made available to OCTAP by the program administrator. 2.1.2.6 The applicant's and program administrator's records shall be made available to OCTAP upon request within forty-eight (48) business hours. 2.1.2.7 The test results must be provided to OCTAP and the Permittee by the testing facility. 2.1.2.8 Drivers must show a valid California driver license at the time and place of testing. 2.1.3 Submission of evidence of insurance, in full force and effect, in such form as required by OCTAP, issued by a solvent and responsible company licensed to do business in the State of California, insuring the applicant against loss by reason of injury or damage that may result to persons, including Taxicab passengers, or property, from the negligent operation or maintenance of such Taxicab. 2.1.3.1 Applicant shall provide a Certificate of Insurance and Insurance Policy Binder showing that the applicant Is insured for a minimum combined single limit of one million dollars ($1,000,000) for the injury or death of one or more persons in the same accident, and one hundred thousand dollars ($100,000) for injury or destruction of property with an insurer with a minimum AM Best Rating ofA-7. Each Insurance policy required by these Regulations shall waive all rights of subrogation against OCTA, OCTAP and its member agencies, including their respective elected and appointed officials, officers, directors, employees, agents and volunteers. No self -insured retention shall be allowed. 2.1.3.2 Deductibles shall not exceed ten thousand dollars ($10,000) per occurrence. In addition, the applicant shall direct the insurance company to provide OCTAP copies of Endorsements to the insurance policy 1) naming OCTA, OCTAP and its member agencies, including their respective elected and appointed officials, officers, directors, employees, agents and volunteers, as additional insureds; and 2) indicating that coverage shall not be reduced, terminated or cancelled without thirty (30) days prior written notice to OCTAP; and 3) the OCTAP special endorsement must be Page 10 of 32 55A-17 completed and duly executed by the agent or broker of record and submitted along with the proof of insurance. 2.1.3.3 At least one (1) business day prior to the expiration of the current policies, a Permittee shall submit insurance binders evidencing insurance coverage for the policy period subsequent to the expiration of the current policies. Lapses or interruptions of insurance coverage shall cause an immediate suspension of the Company Permit, pending revocation, and an immediate revocation of all Taxicab Permits issued to the Permittee. Reinstatement of a Company Permit may require payment of applicable fees and/or fines. Furthermore, if reinstated, any Taxicab(s) a Permittee desires to be placed back into service will require the issuance of a new Taxicab Permit with applicable fees paid. 2.1.4 Submission of Department of Motor Vehicles (DMV) Pull Notice Program Requester Code Number issued to applicant, as defined in Vehicle Code § 1808.1 and continuous enrollment in the Pull Notice program. All affiliated Taxicab Drivers must be enrolled within seven (7) calendar days from inception of the program or date of affiliation. Permittees are required to notify OCTAP upon receipt of a DMV Pull Notice for any affiliated Driver that indicates an action that would no longer qualify the Driver for a Driver Permit. Permittee shall require the Driver to immediately cease operation and surrender their Driver Permit to Permittee. Permittee shall return the Driver Permit to OCTAP within forty-eight (48) business hours of DMV Pull Notice receipt. DMV Pull Notice records shall be made available to OCTAP within forty-eight (48) business hours of request. 2.1.5 Submission of proof of current California Department of Motor Vehicles registration for each Taxicab listed in the Company Permit application. All Taxicabs listed in the Company Permit application shall be registered pursuant to Section 5.2. 2.1.6 Every owner, partner, or principal officer of applicant has submitted to Live Scan fingerprinting at an approved California Department of Justice finger printing agency to initiate a Department of Justice (DOJ) background check (first time applicants only unless otherwise required) and has enrolled in the DOJ subsequent arrest notification program. 2.1.7 Every owner, partner, or principal officer of applicant has successfully cleared all background checks. Page 11 of 32 55A-18 2.1.8 At the time the Company Permit application is submitted, the applicant shall provide to OCTAP a list of OCTAP permitted Drivers authorized to operate the Taxicabs. 2.1.9 Payment of all applicable fees. 2.1.10 Company shall have a principal place of business from which it conducts its activities as a Taxicab company and related activities. Multiple locations for other activities such as storage, maintenance/repair, etc., are allowed. For the purposes of these Regulations, if the Company has provided OCTAP with a valid address for the receipt of notices and correspondence from OCTAP, a "principal place of business" may be a Taxicab. 2.1.11 OCTAP may require additional verification for compliance with the requirements defined herein. 2.1.12 OCTAP Company Permit number must be conspicuously posted in all company advertisement and media, as required by California Government Code § 53075.9. Posting must be worded as °OCTAP Company Permit #XXX". Additionally, advertisements must use the OCTAP permitted Company name. 2.2. Company Permit Denial. A Company Permit shall be denied if any of the following apply to an applicant Company or to.any owner, partner, or principal officer of an applicant Company: 2.2.1 Is less than 18 years of age. 2.2.2 Falsifies material information on the application for Company Permit. 2.2.3 Is a registered sex offender pursuant to California Penal Code § 290. 2.2.4 Is on formal probation or parole for any offense outlined in Sections 2.2.5., 2.2.6., or 2.2.7. 2.2.5 Is convicted (or pleads guilty or nolo contendere) in any state for any of the following: murder; robbery; pandering; pimping; crimes related to the sale or transportation of controlled substances, including marijuana; crimes involving the use of a weapon; or any other offense Involving moral turpitude, or any crime that is substantially related to the qualifications, functions or responsibilities of a Permittee. Page 12 of 32 55A-19 2.2.6 Is convicted (or pleads guilty or nolo contendere) In any state for a felony other than those listed in Section 2.2.5., within eight (8) years of the application. 2.2.7 Has any conviction within five (5) years of application (or plea of guilty or nolo contendere) in any state or has any final administrative determination of a violation of any statute, ordinance, or regulation reasonably and rationally pertaining to the same or similar business operation which would have resulted in suspension or revocation of the Company Permit under these Regulations. 2.2.8 Operation of its business without the insurance required in Section 2.1.3. 2.2.9 Failing to fully satisfy any court judgment entered against the Company arising from liability for operating Taxicabs, including, but not limited to, judgments related to collisions or operating without the requisite insurance, within ten (10) years from the date that the judgment was originally entered pursuant to California Code of Civil. Procedure § 683.020 and § 683.030 or, if the judgment has been renewed, within ten (10) years from the date that the application for renewal of judgment is filed pursuant to California Code of Civil Procedure § 683.120. 2.2.10 For good cause, subject to appeal pursuant to Section 8. Good cause is defined. to include, but is not limited to, arrests, charges, offenses, or convictions related to the responsibilities and functions of a Taxicab company not specifically outlined in this section, that would be prudent to consider in order to protect the public. 2.3. Company Affiliated Drivers. At the time the Company Permit application is submitted, the applicant shall provide to OCTAP a list of OCTAP permitted Drivers authorized to operate the Taxicabs. A Permittee may add Drivers to its list of Drivers authorized to operate the Taxicabs Identified in the Company Permit, provided that the Driver to be added has been issued a Driver Permit by OCTAP which states the Driver is affiliated with the Permittee. 2.4. Company Permit Issuance. Upon applicant's satisfaction of the conditions listed in Company Permit Requirements, applicant shall be issued an OCTAP Company Permit within five (5) business days. Page 13 of 32 55A-20 2.5. Term of Company Permit. The Company Permit is valid until December 31, 2020, unless extended, suspended, or revoked. 2.6. Company Permit Renewal, No less than sixty (60) days prior to the expiration of the Company Permit, the Permittee shall submit an application for renewal of its Company Permit in order to allow sufficient time to review the application for renewal. Failure to submit an application for renewal of the Company Permit at least sixty (60) days prior to the current expiration could result in a lapse in the Company Permit and suspension or revocation of Taxicab Permits. A lapse in the Company Permit may require a Company to submit an application and fees for a new Company Permit, and fees for Taxicab Permit(s). 2.7. Company Permit Suspension/Revocation. A Company Permit may be suspended or revoked by OCTAP for any of the following reasons: 2.7.1 Providing late, false, or inaccurate Information in the Company Permit application. 2.7.2 Allowing operation of a Taxicab by a driver not possessing a valid OCTAP Driver Permit when stating.that the driver is affiliated with the Permittee. 2.7.3 Failure to comply with the OCTAP Regulations. 2.7.4 Operation of any Taxicab at a rate higher than the authorized fare or an agency program as described in Section 2.10. 2.7.5 Failure to cooperate with an Agency's law enforcement officers, code enforcement officers, OCTAP staff, and/or California Highway Patrol. 2.7.6 Operating its business in violation of the Insurance requirements in Section 2.1.3. 2.7.7 Failure to comply with the drug and alcohol policy and program required in Section 2.1.2. 2.7.8 Failing to fully satisfy any court judgment entered against the Company arising from liability for operating Taxicabs, including, but not limited to, judgments related to collisions or operating without the requisite insurance, within ten (10) years from the date that the judgment was originally entered pursuant to California Code of Civil Page 14 of 32 55A-21 Procedure § 683.020 and § 683.030 or, if the judgment has been renewed, within ten (10) years from the date that the application for renewal of judgment is filed pursuant to California Code of Civil Procedure § 683.120. 2.7.9 Circumstances providing grounds for denial of a Company Permit as outlined in the OCTAP Regulations. 2.7.10 Violating Government Code § 53075.9 pertaining to advertising. 2.7.11 Forgood cause, subjectto appeal pursuantto Section 8. Good cause Is defined to include, but is not limited to arrests, charges, offenses; and or convictions related to the responsibilities and functions of a Taxicab company not specifically outlined in this Section, that would be prudent to consider in order to protect the public. 2.8 Company Permit Penalties/Suspensions. In lieu of revocation, OCTAP may impose a penalty in the form of a fine, a period of suspension, or both afine and period of suspension. The OCTAP Administrative Action and Fines Schedule is attached as "Attachment 3." 2.9 Right to Appeal. A Company Permit applicant or Permittee may appeal a Company Permit denial, revocation, suspension, or fine as provided for in Section 8. 2.10 Agency or Other Transportation Agreements. 2.10.1 An OCTAP Permittee may participate in agency or other transportation programs within the jurisdiction of OCTAP under the following conditions: 2.10.1.1 Transportation program requirements do not conflict with OCTAP Regulations. Agency or other providers may require standards and guidelines that are greater than general OCTAP requirements. The agency or provider is responsible for managing and monitoring its program -specific requirements. 2.10.1.2 Permittee is in good standing with OCTAP, maintains all required OCTAP permits, and continues to comply with all OCTAP requirements. 2.10.1.3 Taxicab Driver must continue to display OCTAP Driver Permit regardless of any other agency or program Identification that may be required by the sponsoring agency. Page 15 of 32 55A-22 2.10.1.4 Permittee may establish a specialized fare structure for agency or program trips through its agreement with the agency. 2.10.1.5 For on -demand (flagged) trips, the metering device must be operated any time the Driver is carrying a customer on behalf of Permittee, regardless of an agreement pursuant to Section 6.4. 3. DRIVER PERMITS A Driver must be affiliated with an OCTAP permitted Company and possess a valid OCTAP Driver Permit in order to operate a Taxicab. 3.1. Driver Permit Requirements A Driver Permit may be obtained from OCTAP, provided the applicant has submitted all of the following: 3.1.1 Complete Driver Permit application, signed by a representative of the Permittee to which the driver intends to be affiliated. 3.1.2 Valid California driver license (Class C). 3.1.3 California Department of Motor Vehicles H6 report Issued within thirty (30) days of submission of a complete application package. 3.1.4 A negative drug and alcohol screening test administered by Permittee's program administrator within the previous thirty (30) days in compliance with California Government Code § 53075.5(b)(3). 3.1.5 Proof of enrollment in Permittees current and active random drug and alcohol program. 3.1.6 Live Scan fingerprints taken at an approved California Department of Justice finger printing agency. 3.1.7 Acceptable CDL and DOJ background checks. 3.1.8 Payment of all applicable fees. Page 16 of 32 55A-23 3.2 Driver Permit Issuance. A Driver Permit shall be issued within five (5) business days after satisfaction of requirements in Section 3.1. 3.3 Term of Driver Permit. A Driver Permit is valid until December 30, 2020, unless extended, suspended, revoked, otherwise terminated, orwhen issued based on a temporary or interim California driver license. 3.4 Renewal of Driver Permit. Up to sixty (60) working days prior to the expiration of the Driver Permit, the Driver may reapply for a Driver Permit pursuant to Section 3 in order to allow time to review the application for renewal. The renewal of a Driver Permit shall be granted within five (5) business days of satisfaction of all requirements for renewal. If a Driver Permit expires before approval of renewal, the Driver will not be allowed to operate a Taxicab until the renewal Driver Permit is approved, issued, and in the Driver's possession. Drivers who do not apply to renew prior to the expiration of their permit will be charged late fees in accordance with the OCTAP fee structure. 3.5 Driver Permit Limitation. An OCTAP Driver Permit is only valid for the Driver to operate a Taxicab for the Permittee indicated on the Driver Permit. A Driver may not operate a Taxicab for another Company unless the Driver completes a transfer application pursuant to Section 3.7. Reproduction of a Driver Permit is strictly prohibited for any reason with the exception of Company management copying the permit for recordkeeping purposes. 3.6 Replacement Driver Permit. A replacement for a lost or damaged Driver Permit or a subsequent Driver Permit previously issued based on a temporary or interim California driver license may be obtained from OCTAP upon payment of all applicable fees. A Driver shall not operate a Taxicab until a replacement permit is obtained and in possession of the Driver pursuant to this Section. A replacement Driver Permit shall expire on the same date as the original Driver Permit and shall not exceed the Driver's annual permit period. 3.7 Driver Permit Transfer to Another Company. A Driver may request a transfer of his/her Driver Permit to another Permittee provided the Driver has submitted the following to OCTAP: Page 17 of 32 55A-24 3.7.1 A Driver Permit application signed by an authorized representative of the prospective Permittee. 3.7.2 The Driver Permit transfer fee. 3.7.3 Valid California driver license (Class C). 3.7.4 OCTAP Driver Permit to be transferred. 3.7.5 Verification of enrollment transfer in Permittee's current and active random drug and alcohol program. 3.7.6 Driver shall not operate a Taxicab until the transfer permit is obtained and in possession of the Driver pursuant to this Section. 3.7.7 A transferred Driver Permit shall expire on the same date as the original Driver Permit and shall not exceed the Driver's permit period. 3.8 Driver Permit Denial. A Driver Permit shall be denied if applicant: 3.8.1 Is less than 18 years of age. 3.8.2 Does not possess a valid California driver license (Class C). 3.8.3 Fails to enroll in the required random drug and alcohol program. 3.8.4 Fails the required drug and/or alcohol test. Upon testing positive for drugs and/or alcohol, the applicant shall not be eligible to reapply for a Driver Permit for a period of one (1) year from the test date. 3.8.5 Falsifies, or fails to disclose, material information on the application for a Driver Permit. 3.8.6 Is required to register as a sex offender pursuant to California Penal Code § 290. 3.8.7 Is on formal probation or parole for any offense outlined herein. 3.8.8 Is convicted (or pleads guilty or nolo contendere), regardless of the time elapsed, in any state, of any of the following or their equivalent: murder; a violation of California Vehicle Code § 2800.2 (pertaining to disregard for safety of persons or property), § 2800.3 (pertaining to flight from peace officer causing death or bodily injury), or § 20001 (pertaining to duty to stop at scene of accident); robbery; pandering; Page 18 of 32 55A-25 pimping; crimes related to the manufacture, use, sale, possession, or transportation of controlled substances; sale or transportation of marijuana; crimes involving weapons; any crime for which registration would be required under California Penal Code § 290; crimes involving credit card fraud or use of another person's Identifying information without authorization (California Penal Code § 530 or equivalent or substitute sections); or any other offense involving moral turpitude or any crime that is substantially related to the qualifications, functions or responsibilities of a Taxicab driver. 3.8.9 Is convicted of any felony in any state (or pleads guilty or nolo contendere), other than those felonies listed in Section 3.8.8, within eight (8) years of application. 3.8.10 Is convicted (or pleads guilty or nolo contendere) of any of the following within five (5) years of application: reckless driving; driving under the influence of intoxicating liquors or drugs (DUI); use or possession of marijuana; a violation of California Vehicle Code § 2800.1 (pertaining to flight from peace officer); § 20002 (pertaining to duty where property is damaged), § 20003 (pertaining to duty upon injury or death) or any corresponding substitute sections; vehicular manslaughter; and Penal Code §§ 240, 241, 242, and 243 or any corresponding substitute sections pertaining to assault and battery. 3.8.11 For good cause, subject to appeal pursuant to Section 8 below. Good cause is defined to include, but is not limited to, arrests, charges, offenses, and/or convictions related to the responsibilities and functions of a Taxicab driver, not specifically outlined in this Section, that would preclude an applicant from possessing an OCTAP Driver Permit. 3.8.12 Fails to execute a lease, sublease, or owner -operator agreement with Pennittee. 3.9 Driver Permit Suspension/Revocation. A Driver Permit may be suspended or revoked by OCTAP for any of the following reasons: 3.9.1 Failure to comply with the applicable provisions (including timeliness of submissions) of the OCTAP Regulations. 3.9.2 Circumstances providing grounds for denial of a Driver Permit as outlined in the OCTAP Regulations. 3.9.3 Revocation or suspension of driver's California driver license. Page 19 of 32 55A-26 3.9.4 Driver's failure to cooperate with an Agency's law enforcement officers, code enforcement officers, OCTAP staff, and/or California Highway Patrol officers. 3.9.5 Notification to OCTAP by the Permittee that the Driver is no longer an authorized driver for the Permittee. 3.9.6 Testing positive on a drug and alcohol screening, or failure to submit to Permittees random drug and alcohol testing program. 3.9.7 Not enrolled and active in the required random drug and alcohol program. 3.9.8 For good cause pursuant to Section 8, subject to appeal. Good cause Is defined to include, but is not limited to, arrests, charges, offenses, and or convictions related to the responsibilities and functions of a Taxicab driver, not specifically outlined in this Section, that would preclude a driver from possessing an OCTAP Driver Permit. 3.9.9 A Driver whose permit is revoked shall be prohibited from applying for a new Driver Permit for one (1) year from the date of revocation. 3.10 Driver Permit Penalty/Suspension. In lieu of revocation, OCTAP may impose a penalty in the form of a fine, a period of suspension; or both a fine and a period of suspension as specked in the OCTAP Regulations. The OCTAP Administrative Action and Fines Schedule is attached as "Attachment 3." 3.11 Driver Permit Appeal. The denial, suspension, or revocation of a Driver Permit may be appealed as provided in Section 8. 3.12 Driver Permit Surrender. Upon expiration, suspension, or revocation of a Driver Permit, or upon termination of employment or affiliation with a Permittee, a Driver shall cease work immediately and surrender the Driver Permit to OCTAP within forty-eight (48) business hours. 4. TAXICAB PERMITS 4.1 Taxicab Permit Required. Page 20 of 32 55A-27 No person shall operate a Taxicab, or advertise a Taxicab business, on behalf of a Permittee within the Area of Jurisdiction of an Agency without a Taxicab Permit from OCTAP, unless otherwise authorized by Government Code § 53075.5. At all times while providing taxi service, the Taxicab Permit must be displayed in the left-hand corner of the rear window of the Taxicab for which the Taxicab Permit is Issued. A Taxicab Permit is nontransferable and is valid until December 31, 2020, unless, extended, suspended or revoked. 4.2 Inspections. Prior to issuance or renewal of a Taxicab Permit, Company must complete a vehicle inspection at an ASE-certified or BAR -registered facility and submit proof to OCTAP, signed by the inspecting facility, that the Taxicab has met all inspection standards. 4.3 Vehicle Replacement. OCTAP shall issue a Taxicab Permit for a replacement Taxicab, valid for the time remaining under the Taxicab Permit of the replaced Taxicab, upon satisfaction of the following conditions: 4.3.1 Permittee submits the new Taxicab within two weeks of the time that the original permit is surrendered. 4.3.2 Surrender of the existing Taxicab Permit to OCTAP. 4.3.3 Payment of Vehicle Permit replacement fee. 4.3.4 Company provides proof satisfactory to OCTAP that the replacement Taxicab passes a Taxicab inspection by an ASE-certified or BAR - registered facility. 4.4 Taxicab Permit Renewal. A Taxicab Permit shall be renewed annually upon payment of applicable fees and submission of proof satisfactory to OCTAP that the Taxicab passes an inspection by a facility certified by an ASE-certified or BAR -registered facility. 4.4.1 Upon the successful completion of the above requirements, OCTAP shall provide a new expiration year for the Taxicab Permit. 4.4.2. A Taxicab presented for renewal after the permit expiration date will be charged late fees, up to and including the date the Taxicab permit is renewed (in accordance with the current OCTAP Fee Structure), and subjects the Permittee to other administrative actions and fines. Page 21 of 32 55A-28 4.5 Taxicab Permit Surrender. A Permittee, when selling or removing a Taxicab from the fleet, must assure that the OCTAP Taxicab Permit, welcome decals, and other OCTAP Taxicab markings are removed and that the vehicle cannot be mistaken by the public as an authorized Taxicab. OCTAP Pennits and welcome decals must be surrendered to OCTAP within forty-eight (48) business hours. 4.5.1 A Permittee must surrender the Taxicab Permit to OCTAP if a Taxicab has been removed from the OCTAP-approved insurance policy, if the Taxicab Permit is revoked, or upon its expiration (if the Taxicab Permit will not be renewed). 4.5.2 A Taxicab permit which is voluntarily surrendered by a Permittee can be replaced upon completion of an annual Taxicab inspection and payment of the required fees, or as provided in Section 4.6. 4.6. Replacement Taxicab Permit. If a Taxicab Permit has been damaged or is missing due to theft or destruction, a replacement permit will be issued to the same Taxicab and Permittee, upon payment of the. required replacement fee. The replacement Taxicab Permit shall be valid for the remaining term of the Taxicab Permit that was replaced. 5. TAXICAB REQUIREMENTS All Taxicabs shall meet the requirements of the California Vehicle Code, including, but not limited to, California Vehicle Code § 24000, at seq. The California Vehicle Code shall take precedence over any OCTAP Taxicab requirement. Taxicabs must be maintained to these standards at all times. 5.1 Proof of Insurance. Taxicab Drivers shall at all times cant' in the vehicle evidence of the form of financial responsibility in effect for the vehicle, pursuant to Califomia Vehicle Code §§ 16020 through 16028. 5.2 California Vehicle Registration. Evidence of valid and current vehicle registration must be maintained in each Taxicab, pursuant to California Vehicle Code § 4462. 5.2.1 Registered as a commercial vehicle, pursuant to California Vehicle Code § 260. Page 22 of 32 55A-29 5.2.2 Registered to the Permittee showing the same Permittee name and address or registered to the OCTAP permitted Driver showing the same permitted Driver name and address. 6.3 Taxi Company Designation. Permittee's Company name and/or logo shall be placed in an area visible from the interior and exterior of the vehicle at all times while in service and when soliciting passengers on behalf of Permittee. 5.4 Vehicle Maintenance and Records. All Taxicabs shall be maintained in accordance with the service standards recommended by the vehicle manufacturer. Service records and repair or maintenance receipts shall be kept and made available to OCTAP Staff upon request. 5.5 Seating. All Taxicabs shall be equipped to seat no more than eight (8) passengers, excluding the driver. 6. TAXICAB OPERATION A Driver must possess and display a valid Driver Permit at all times while providing Taxicab service. Driver shall ensure that the Taxicab meets all requirements of the OCTAP Regulations prior to placing the Taxicab in service. Any driver in possession of an altered, .copied, or defaced.permit will not be considered in possession of a valid Driver's Permit. 6.1 Solicitation. Driver shall not leave his/her Taxicab to solicit passengers. 6.2 Fares Charged. For pre -arranged trips, a Driver shall not charge fares higher than those disclosed to the customer in accordance with Section 1.1.11. For on -demand (flagged) trips, the Taxicab must possess a fully operational taximeter with current and Intact seals, or any type of device or technology approved by the Division of Measurement Standards to calculate fares, including the use of Global Positioning System metering, provided that the device or technology complies with Section 12500.5 of the Business and Professions Code and with all regulations established pursuant to Section 12107 of the Business and Professions Code. The customer shall not be charged a fare that exceeds the authorized fare. 6.3 Receipt. Page 23 of 32 55A-30 Driver shall provide a receipt for the amount charged upon request of the person paying the fare, which contains the Drivers name and permit number, telephone number, Permittee name, charge amount, date, and time of transaction. 6.4 Accidents. In the case of an automobile accident, unless rendered incapable, the Driver shall comply with the minimum requirements for the mandatory exchange of information established in California Vehicle Code § 16025. 6.5 Agency or other Transportation Agreements. Permitted OCTAP Drivers may participate in agency or other transportation programs within the jurisdiction of OCTAP under the following conditions: 6.5.1 The Driver must continue to follow all OCTAP Regulations. 6.5.2 The Driver must continue to display the OCTAP Driver Permit regardless of any other identification that may be required by the program or agency. 6.5.3 Taximeter must continue to be operated at any time that the Driver Is carrying a customer, regardless of any other fare agreement. 6.6 Advertising. Every permitted Driver shall comply with Government Code § 53075.9 and include, in every written or oral advertisement of the Driver's Taxicab services, the name of the Permittee, the Permittee's OCTAP Permit number, and the Driver's OCTAP Permit number. An advertisement includes, but is not limited to, the issuance of any card, sign, or device to any person; the causing or allowing the placement of any sign or marking on or in any building or structure; or an advertisement in any media form, including newspaper, magazine, radio wave, satellite signal, or any electronic transmission, or in any directory soliciting Taxicab transportation services. 7. REPORTING VIOLATIONS OF OCTAP REGULATIONS OCTAP may investigate for violations of OCTAP Regulations and issue any appropriate administrative actions, including fines. OCTAP will not investigate any reports of alleged illegal Taxicab operation, such as bandit Taxicab activity, but may refer such reports to the local code or law enforcement agency. A person reporting a violation must provide OCTAP with their name and contact Information. Reports alleging illegal Taxicab operation or violation of the OCTAP Regulations shall require all of the following information be provided: Page 24 of 32 55A-31 • Date, time and location; • Description of activity; Vehicle's license plate number, color, make and model, and any distinctive characteristics. Reports alleging a violation of Government Code § 53075.9 pertaining to advertising must provide a copy or sample of the advertising information (such as the sign, business card, advertising display, webpage, electronic recording or phone directory) evidencing non-compliance with the statute. 8. APPEALS AND ADMINISTRATIVE HEARINGS In the event a permit is denied, suspended, revoked, or a penalty is imposed, the applicant, Permittee, or Driver shall be notified in writing of the adverse action and the reason(s) supporting it. 8.1 Notice of Appeal. No later than ten (10) calendar days following the date on the notice of adverse action, the applicant, Permittee, or Driver may submit a written appeal on a form provided by OCTAP. The applicant, Permittee, or Driver shall set forth in the appeal the reason(s) why such action is not proper. Failure to file a timely appeal shall constitute a waiver of the right to an appeal. 8.2 Stay. Except as provided in Section 8.3., if an appeal is properly filed the adverse action shall be stayed pending the final determination on appeal. 8.3 Stay, Exception. If OCTAP determines that the continued operation of a Taxicab, possession of a Company Permit, or possession of a Driver Permit represents a health or safety hazard for the public, the adverse action shall not be stayed pending the final determination on appeal. 8.4 Initial Review of Appeal. If an appeal is timely filed, OCTAP shall either make the final decision regarding the appeal or shall assign a hearing officer to make the final decision regarding the appeal. OCTAP may review the appeal and any additional information provided therein and shall have the discretion to determine the appropriate action in response to the appeal. Page 25 of 32 55A-32 8.5 Hearing Officer. In the event OCTAP elects to assign a hearing officer to decide the appeal then the following shall apply: 8.5.1 The hearing officer shall not have participated in the decision which is the subject of the appeal. 8.5.2 The hearing officer shall expeditiously schedule the appeal hearing. 8.5.3 The appellant and OCTAP shall each have the right to appear in person and be represented by legal counsel or other representative, to present evidence, to call and cross-examine witnesses under oath, and to present argument. 8.5.4 The formal rules of evidence shall not apply, and any relevant evidence that is the sort of evidence upon which responsible persons are accustomed to rely in the conduct of serious affairs shall be admissible. 8.5.5 Hearsay evidence may be considered by the hearing officer, but no findings may be based solely on hearsay evidence unless supported or corroborated by other relevant and competent evidence. 8.5.6 OCTAP may promulgate supplementary rules and procedures for the conduct of the hearing, the fors of notice and proceedings, and the preparation and submission of the.record. 8.5.7 The hearing officer shall have the discretion to determine the appropriate action in response to the appeal. 8.5.8 The decision of the hearing officer shall be the final administrative remedy and shall be binding upon the parties to the appeal. 8.5.9 If the hearing officer decides to suspend or revoke a permit, the appellant shall immediately surrender the permit to OCTAP. 8.6 Administrative Hearings. Administrative hearings may be held at the discretion of OCTAP when the denial, suspension, or revocation of a Company Permit or Driver Permit, or other administrative actions, are initiated for good cause and in the interest of the health, welfare, and safety of the public. 9. PERMIT FEES AND TAXICAB FARES Page 26 of 32 55A-33 9.1 OCTAP Permit Fees. A schedule for Permit fees will be proposed by OCTAP, reviewed by the Steering Committee, and approved by the OCTA Board of Directors in the amount necessary to recover all costs incurred by OCTA in the administration of OCTAP. The fee schedule adopted by the OCTA Board of Directors is attached hereto as "Attachment V' 9.2 Metered Rates. Taxicab metered rates are established by OCTAP for on -demand (flagged) trips. 9.2.1 Each Agency agrees to adopt the metered rates approved by the OCTAP Steering Committee, which is attached hereto as "Attachment 2." 9.2.2 Proposed revisions to the Metered Rates will be provided by OCTAP to the Steering Committee for approval, or the Steering Committee may approve consideration of a revised Metered Rate recommended by a member. 9.3 Refund Policy. There shall be no refund of any portion of the fees described in the OCTAP Regulations, 10. AMENDMENTS TO REGULATIONS 10.1 Administrative Amendments. The Steering Committee may adopt administrative amendment(s) to the OCTAP Regulations. OCTAP shall notify each Agency and the OCTA Board of Directors of any changes adopted pursuant to this Section. 10.2 Substantive Amendments. Notwithstanding Section 10.1, the Steering Committee is not authorized to adopt substantive amendments to the OCTAP Regulations. Any substantive amendment shall be recommended by the Steering Committee and be approved by each Agency. These amendments shall be effective only in the Area of Jurisdiction of each Agency that has approved the amendment(s). For purposes of this Section, a substantive amendment is defined as an amendment likely to have any of the following effects: 10.2.1. Affect the rights, responsibilities, and participation of any Agency (such an amendment must also be approved by the OCTA Board of Directors). Page 27 of 32 55A-34 10.2.2. Decrease the number of Companies or the number of Taxicabs operating in the Area of Jurisdiction of any Agency. 10.2.3. Affect the purpose of the OCTAP Regulations. 10.3 OCTAP Permit Fees and Taxicab Metered Rates. 10.3.1. Sections 10.1 and 10.2 above shall not apply to an amendment to the OCTAP fee schedule, attached hereto as Attachment 1," which is adopted by the OCTA Board of Directors. 10.3.2 An amendment of the Taxicab Metered Rates for On -Demand (Flagged) Trips attached hereto as "Attachment 2" and adopted pursuant to Section 9.2 of these Regulations shall be considered an administrative amendment pursuant to Section 10.1 in order to ensure uniformity of fares within Orange County. --End of Regulations -- Page 28 of 32 55A-35 OCTAP Regulations — Attachment 1 ORANGE COUNTY TAXI ADMINISTRATION PROGRAM OCTAP FEE STRUCTURE Approved: March 11, 2019 Effective: April 1, 2019 Company Permit Two -Year Permit Vehicle Permits (per vehicle) Two -Year Permit Driver Permits Two -Year Permit $3,334 $639 $250 Fees shown are paid to OCTAP. Additional fees are paid by driver for drug testing, fingerprinting, and/or background check. Page 29 of 32 55A-36 OCTAP Regulations — Attachment 2 ORANGE COUNTY APPROVED TAXICAB METERED RATES FOR ON -DEMAND (FLAGGED) TRIPS Effective: April 1, 2019 $3.50 for the flag drop and first 1/5 mile $0.55 for each 1/5 mile, after the first 1/5 mile ($2.75 per mile) $32.00 per hour wait time (Approximately $0.53 per minute) No Extra Charge for Additional Passengers. Page 30 of 32 55A-37 OCTAP Regulations — Attachment 3 OCTAP ADMINISTRATIVE ACTION AND FINES SCHEDULE Effective; April 1, 2019 DESCRIPTION FINES (per ACTION occurrence Advertising Failure to include, in any form of advertisement; the company permit number and company name associated Up to Escalating floes per advertising with the permit $5,000 occurrence, up to $5,000 per Incident. Taxicab permit Warning or suspension of company permit Valid permit must be affixed to taxicab. Not in Service $500 and revocation of all taxicab permits. signs required if cab Is not available for service. Renewal, replacement, or re -inspection and fees apply. Random drug and alcohol testing Warning or suspension of company permit Failure to maintain program in accordance to the policy $500 and revocation of vehicle permits. Re- submitted to OCTAP. inspection and fees apply. Unauthorized driver Allowing a non -permitted individual or a driver to operate a Warning or suspension company permit taxicab without establishing a lease or owner -operator $500 and revocation of all vehicle permits. Re - agreement. Inspection and fees apply. Insurance Suspension of company permit and Failure to submit renewal at least one business day prior to $250 revocation of vehicle permits on Insurance policy expiration, Incomplete submission, unqualified policy expiration date. Re -inspection and • insurance provider, or Inadequate coverage. fees apply. Fares Warning or suspension of company permit Operating or allowing a driver to use a rate higher than $250 and revocation of vehicle permits. Re- authorized fares. inspection and fees may apply. Failure to Cooperate or Comply with Regulations • Failure to respond or provide documents requested by Warning or suspension company permit OCTAP and any failure to comply with regulations not $250 and revocation of all vehicle permits. Re - specifically addressed in Administrative Action and Fines. Inspection and fees apply. Vehicle Registration • Expired vehicle registration or operating a vehicle not $250 Warning or suspension of company permit • registered to the OCTAP Permittee or affiliated permitted and revocation of vehicle permits. Re - driver. inspection and fees apply. Taximeter or Approved Metering Device Broken or missing seals, outdated seals, non-functioning Warning Warning or suspension of company permit meter, or a taximeter or metering device that charges a fare $100 and of vehicle permits. Re - Re - other than the authorized metered rate. Inspection and fees apply. Dispatch Fine will increase to $250 after second Failure to provide reservation and dispatch services or offense in a 24 month period. May result records In accordance to company policy submitted to $100 in suspension of company permit and OCTAP, or failure to provide dispatch records to OCTAP revocation of all vehicle permits. Re - upon request. Inspection and fees apply. DMV Pull Notice Program Failure to maintain an active program, to enroll driver(s), to Warning or suspension of company permit notify OCTAP of non -qualified drivers) as required, or to $100 and revocation of vehicle permits. Fine provide pull notice records to OCTAP upon request. may Increase for repeated occurrences Page 31 of 32 55A-38 Customer Information Failure to display required interior Information; out of $50 Warning. Re4nspectlon and fees apply. service sign. Driver Affiliation Notification Warning or suspension of company permit Failure to notify OCTAP of non -qualified or unauthorized $50 and revocation of all vehicle permits. Re- driver(s) within 48 hours. inspection and fees apply. Advertising Failure to include in any advertisement the OCTAP Issued Up to Escalating fines per occurrence, up to company and driver permit number and affiliated taxicab $5,000 $5,000 per Incident. company name. Operating an Unsafe Vehicle Driver shall ensure daily that the taxicab meets all safety $250 Vehicle may be placed Out of Service. Re - and Inspection standards prior to placing the taxicab In Inspection and fees may apply. service. Fares Failure to run taximeter or approved metering device; charging a fare that exceeds authorized metered rate for on $250 Repeated occurrence may result in demand (flagged) trip; or charging more than the agreed- suspension or revocation of Driver Permit. upon price for prearranged trips booked through the permitted taxicab company. Failure to Comply with Regulations dAllowing another person to use your driver permit, a non - 9 �L permitted person, or driver not affiliated with Permittee to operate your taxicab. Operating a taxicab without a lease $250 Warning, suspension, or revocation of 0 or operating agreementwith Pennittee; and any other driver permit. failure to comply with regulations not specifically addressed ,Q in Administrative Action and Fines. lfl Acceptance of Payments $100 Warning, suspension, or revocation of �X Failure to accept Visa and/or MasterCard payments. driver permit for repeat offenses. Company Affiliation Driving a taxicab for a company not Identified on your driver $100 Warning, suspension, or revocation of permit. driver permit .0 Failure to Cooperate Fail to respond to requests, or to provide documents $100 Warning, suspension, or revocation of W d requested b OCTAP staff. driver permit. Altered Permit $100 Warning, suspension, or revocation of Possession or use of an altered OCTAP permit. driver permit. Taximeter Broken or missing seals, outdated seals, non-functioning $50 Taxicab will be placed Out of Service. Re - meter. Inspection an d fees will apply Receipt Failure to provide a receipt or to provide a receipt that $25 Re -inspection and fees may apply, meets requirements set forth in regulations. Driver Permit Failure to display as required. $25 Fine Increases to $50 after second offense In a 24 month period. Insurance and Registration Failure to produce evidence of current insurance and/or $25 per 5 Fines increasing t to $50 per item after reistration item second offense a month period, Page 32 of 32 55A-39 55A-40 EXHIBIT 2 Estimated Cost Sharing for OCTAP Member Agencies Funding Cost Recovery Based Jan -Jun 2018- Full Year 2019- July -Dec 20- City Share on Funding Share" 2019 ** 2020** 2021** Aliso Viejo 1.55% $ 2,299.54 $ 1;523.58 $ 3,667.64 $ 2,726.32 Anaheim 10.64% $ 15,806.12 $ 10,472.46 $ 25;209.94 $ 18,739.67 Brea 1.34% $ 1,987.03 $ 1,316.52 $ 3,169:21 $ 2,355.81 Buena Park 2.50% $ 3,717.99 $ 2,463.38 $ 5,930.00 $ 4,408.03 Costa Mesa 3.43% $ 5,103.51 $ 3,381.37 $ 8,139.84 $ 6,050.70 Cypress 1.49% $ 2,212.25 $ 1,465.74 $ 3',528.42 $ 2,622.83 Dana Point 1.01% $ 1,508.13 $ 999.23 $ 2,405.39 $ 1,788.04 Fountain Valley 1.70% $ 2,519.53 $ 1,669.33 $ 4,018.52 $ 2,987.15 Fulleton 4.30% $ 6,383.55 $ 4,229.47 $ 10,181.43 $ 7,568.31 Garden Grove 5.27% $ 7,830.20 $ 5,187.96 $ 12,488.76 $ 9,283.45 Huntington Beach 6.04% $ 8,970.10 $ 5,943.21 $ 14;306.84 $ 10,634.91 Irvine 8.23% $ 12,224.78 $ 8,099.62 $ 19,497.88 $ 14,493.64 Laguna Beach 0.69% $ 1,031.76 $ 683.60 $ 1,64560 $ 1,223.25 Laguna Hills 0.95% $ 1.408.41 $ 933.15 $ 2,246.33 $ 1,669.80 Laguna Niguel 1.95% $ 2,893.88 $ 1,917.36 $ 4,61.5.58 $ 3,430.97 Laguna Woods 0.49% $ 734.66 $ 486.75 $ 1,171.74 $ 871.01 La Habra 1.87% $ 2,782.02 $ 1,843.25 $ 4.437.18 $ 3,298.35 Lake Forest 2.53% $ 3,755.62 $ 2,488.31 $ 5,990.01 $. 4,452.64 Mission Viejo 2.86% $ 4,250.09 $ 2,815.93 $ 6,778.68 $ 5,038.89 La Palma 0.48% $ 705.93 $ 467.72 $ 1,125.92 $ 836.95 Los Alamitos 0.35% $ 525.11 $ 347.91 $ 837.52 $ 622.57 Newport Beach 2.60% $ 3.859.06 $ 2,556.85 $ 6,155.00 $ 4,575.29 Orange 4.23% $ 6,282.98 $ 4,162.84 $ 10,021.03 $ 7,449.08 Placentia 1.57% $ 2,335.17 $ 1,547.18 $ 3,724.48 $ 2,768.57 Rancho Santa Margarita 1.47% $ 2,183.52 $ 1,446.71 $ 3,482.60 $ 2,588.77 San Clemente 1.95% $ 2,901.22 $ 1,922.23 $ 4,627.30 $ 3,439.68 San Juan Capistrano 1.09% $ 1,627.12 $ _1;078.06 $ _ 2,595.17 $ _ 1,929.10 _ ... . U antaAna _ ,',, ,' 10�.08%,$!_-', -- 1�4,972-32. - $- --- ..- ;,9y92002 ; $; �7 B .2388U6r,•$> 1i7;751:. 1t Seal Beach 0.77% $ 1,150.17 $ 762.05 $ 1,834.46 $ 1,363.63 Stanton 1.18% $ 1,747.12 $ 1,157.57 $ 2,786.56 $ 2;071'.37 Tustin 2.45% $ 3,644.91 $ 2,414.96 $ 5,813.44 $ 4,321.39 Villa Park 0.18% $ 263.42 $ 174.53 $ 420.14 $ 312.31 Westminster 2.81% $ 4,181.93 $ 2,770.77 $ 6;669.96 $ 4',958.07 Yorba Linda 2.06% $ 3,059.60 $ 2,027.16 $ 4.879.91 $ 3,627.45 County of Orange 7.90% $ 11,744.24 $ 7,781.23 $ 18,73:1.45 $ 13,923.92 TOTALS 100% $ 148,603.00 1 $ 98,458.00 1 $ 237,014.00 is 176,183.00' *based on trips not population `* Costs are estimated, may adjust slightly 55A-41 55A-42 1 2 3 4 5 6 7 8 9 10 11 12 13' 14 15 16 17 18 19 20 21 22 23 24 25 26 EXHIBIT 3 COOPERATIVE AGREEMENT NO. C-8-2015 BETWEEN ORANGE COUNTY TRANSPORTATION AUTHORITY AND THE CITIES OF ALISO VIEJO, ANAHEIM, BREA, BUENA PARK, COSTA MESA, CYPRESS, DANA POINT, FOUNTAIN VALLEY, FULLERTON, GARDEN GROVE, HUNTINGTON BEACH, IRVINE, LAGUNA BEACH, LAGUNA HILLS, LAGUNA NIGUEL, LAGUNA WOODS, LA HABRA, LAKE FOREST, MISSION VIEJO, LA PALMA, LOS ALAMITOS, NEWPORT BEACH, ORANGE, PLACENTIA, RANCHO SANTA MARGARITA, SAN CLEMENTE, SAN JUAN CAPISTRANO, SANTA ANA, SEAL BEACH, STANTON, TUSTIN, VILLA PARK, WESTMINSTER, YORBA LINDA, AND THE COUNTY OF ORANGE THIS COOPERATIVE AGREEMENT (Agreement), is effective this 1 st day of January, 2019, by and between the Orange County Transportation Authority (hereinafter referred to as "AUTHORITY") and the Cities of Aliso Viejo, Anaheim, Brea, Buena Park, Costa Mesa, Cypress, Dana Point, Fountain Valley, Fullerton, Garden Grove, Huntington Beach, Irvine, Laguna Beach, Laguna Hills, Laguna Niguel, Laguna Woods, La Habra, Lake Forest, Mission Viejo, La Palma, Los Alamitos, Newport Beach, Orange, Placentia, Rancho Santa Margarita, San Clemente, San Juan Capistrano, Santa Ana, Seal Beach, Stanton, Tustin, Villa Park, Westminster, Yorba Linda, and the County of Orange (each individually referred to as "MEMBER AGENCY" and collectively as "MEMBER AGENCIES.") The foregoing MEMBER AGENCIES and AUTHORITY may each hereinafter also be referred to singularly as a "Party' and collectively as "Parties". Last Rev: 3/6/2018 5 G'PLe4S 43 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 AGREEMENT NO. C-8-2015 RECITALS: WHEREAS, pursuant to Government Code Section 53075.5, cities and counties are required to protect the public health, safety, and welfare in regard to taxicab transportation service within their jurisdictions. WHEREAS, Government Code Section 53075.5 permits a city or county to enter into an agreement with a transit agency for the purpose of administering taxicab permits on behalf of said city or county. WHEREAS, the Orange County Taxi Administration Program ("OCTAP") is a voluntary association of MEMBER AGENCIES which have delegated the issuance of taxicab permits and other administrative functions to AUTHORITY. WHEREAS, AUTHORITY has agreed to provide administrative services on behalf of MEMBER AGENCIES for the permitting of taxicabs in Orange County. WHEREAS, MEMBER AGENCIES have agreed to participate in OCTAP in order to increase public safety, reduce administrative costs, and expand the provision of private transportation service in Orange County. NOW, THEREFORE, it is mutually understood and agreed by AUTHORITY and MEMBER AGENCIES as follows: ARTICLE 1. A. This Agreement, including any attachments incorporated herein and made applicable by reference, constitutes the complete and exclusive statement of the term(s) and condition(s) of this Agreement between AUTHORITY and MEMBER AGENCIES and it supersedes all prior representations, understandings, and communications. The invalidity in whole or in part of any term or condition of this Agreement shall not affect the validity of other term(s) or condition(s) of this Agreement. The above referenced Recitals are true and correct and are incorporated by reference herein. B. AUTHORITY's failure to insist on any instance(s) of MEMBER AGENCIES' performance of any term(s) or condition(s) of this Agreement shall not be construed as a waiver or relinquishment of AUTHORITY's right to such performance or to future performance of such term(s) or condition(s), and 55PAge 7 of 43 AGREEMENT NO. C-8.2015 1 MEMBER AGENCIES' obligation in respect thereto shall continue in full force and effect. Changes to 2 any portion of this Agreement shall not be binding upon AUTHORITY except when specifically confirmed 3 in writing by an authorized representative of AUTHORITY by way of a written amendment to this 4 Agreement and issued in accordance with the provisions of this Agreement. 5 C. MEMBER AGENCIES' failure to insist on any instance(s) of AUTHORITY's performance of 6 any term(s) or condition(s) of this Agreement shall not be construed as a waiver or relinquishment of 7 MEMBER AGENCIES'right to such performance ortofuture performanceof suchterm(s) orcondition(s), 8 and AUTHORITY's obligation in respect thereto shall continue in full force and effect. Changes to any 9 portion of this Agreement shall not be binding upon MEMBER AGENCIES except when specifically 10 confirmed in writing by authorized representatives of MEMBER AGENCIES by way of a written 11 amendment to this Agreement and issued in accordance with the provisions of this Agreement. 12 ARTICLE 2. SCOPE OF AGREEMENT 13 This Agreement species the roles and responsibilities of the Parties as they pertain to the 14 administration of OCTAP. Both AUTHORITY and MEMBER AGENCIES agree that each will cooperate 15 and coordinate with the other in all activities covered by this Agreement and any other supplemental 16 agreements that may be required to facilitate purposes thereof. The Parties agree to work diligently 17 together and in good faith, using their reasonable best efforts in the performance of this Agreement. 18 ARTICLE 3. RESPONSIBILITIES OF AUTHORITY 19 AUTHORITY agrees to the following responsibilities: 20 A. AUTHORITY will provide staffing and administrative services necessary to implement the 21 OCTAP Regulations. 22 B. AUTHORITY will collect permit fees for taxicab companies, drivers, and vehicles, as 23 appropriate, to offset administrative costs. 24 ARTICLE 4. RESPONSIBILITIES OF MEMBER AGENCIES 25 MEMBER AGENCIES agree to the following responsibilities: 26 A. MEMBER AGENCIES will appoint an OCTAP Steering Committee. The OCTAP Steering Committee is responsible for creating OCTAP Regulations that define the requirements for permitting 5T W3 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 AGREEMENT NO. C-8-2015 taxicabs in Orange County and establish minimum safety and service standards for the operation of taxicabs. The OCTAP Steering Committee shall advise AUTHORITY on matters including the OCTAP Regulations, the policies and procedures governing the issuance of taxicab permits, and public safety issues in Orange County. B. Each MEMBER AGENCY shall adopt the OCTAP Regulations into its Municipal Code, by ordinance or other appropriate means, and shall provide notice thereof to AUTHORITY. Each MEMBER AGENCY shall use such ordinance and any applicable state laws to enforce the OCTAP Regulations and regulate taxicabs within the MEMBER AGENCY's jurisdiction. Each MEMBER AGENCY shall be responsible for enforcement of all violations of its taxicab ordinance and the OCTAP Regulations occurring within its jurisdiction and shall endeavor to notify AUTHORITY of such occurrences. ARTICLE 5. LEGAL RESPONSIBILITY FOR TAXICAB REGULATION MEMBER AGENCIES acknowledge and agree that AUTHORITY does not possess police power and therefore is providing administrative services on behalf of MEMBER AGENCIES. MEMBER AGENCIES shall retain all responsibility for taxicab regulation and enforcement within their respective jurisdictions in accordance with state law. AUTHORITY does not assume any responsibility or liability for the regulation or enforcement of MEMBER AGENCY ordinances, MEMBER AGENCIES' compliance with state law, or for the performance of taxicab operators, vehicles, or drivers. MEMBER AGENCIES acknowledge and agree that OCTAP is not a separate legal entity that can sue or be sued. ARTICLE 6. DELEGATED AUTHORITY To ensure prompt and continued cooperation and coordination between the Parties, the Parties agree to each designate, identify and authorize a responsible individual to act on behalf of and as the lead for the Party and to perform any tasks needed as part of this Agreement. The actions required to be taken by each MEMBER AGENCY in the implementation of this Agreement are delegated to its City Manager, or designee, and the actions required to be taken by AUTHORITY in the implementation of this Agreement are delegated to AUTHORITY's Chief Executive Officer or designee. ARTICLE 7. PAYMENT A. Each MEMBER AGENCY agrees to pay AUTHORITY in an amount equal to its pro rate share AGREEMENT NO. C-8-2015 1 of AUTHORITY's costs to administer OCTAP, as shown in Exhibit A. Each MEMBER AGENCY agrees 2 to pay its pro rate share to AUTHORITY in full, in six (6) month intervals, or as otherwise mutually agreed 3 upon in writing by AUTHORITY and MEMBER AGENCY. Upon execution of this Agreement, each 4 MEMBER AGENCY shall submit an initial payment to AUTHORITY consistent with this Article. 5 B. Failure by any MEMBER AGENCY to timely provide payment in accordance with this Article 6 is considered a default of the Agreement by MEMBER AGENCY and shall result in termination of the 7 Agreement for MEMBER AGENCY, pursuant to Article 10. AUTHORITY will not administer OCTAP on 8 behalf of any terminated MEMBER AGENCY. 9 C. Upon expiration or termination of this Agreement, AUTHORITY will perform a final accounting 10 of all OCTAP expenses and shall submit a reasonably detailed accounting summary to MEMBER 11 AGENCIES. If the total expenses are less than the total combined contributions by MEMBER AGENCIES 12 and other related OCTAP revenues, AUTHORITY will refund each MEMBER AGENCY its pro rate share 13 of unspent funds. If the total expenses are greater than the total combined contributions by MEMBER 14 AGENCIES and other related OCTAP revenues, AUTHORITY will invoice each MEMBER AGENCY for 15 its pro rate share, which shall be timely paid by each MEMBER AGENCY. 16 ARTICLE 8. AUDIT AND INSPECTION 17 AUTHORITY and MEMBER AGENCIES shall maintain a complete set of records in accordance 18 with generally accepted accounting principles. Upon reasonable notice, MEMBER AGENCIES shall 19 permit the authorized representatives of the AUTHORITY to inspect and audit all work, materials, payroll, 20 books, accounts, and other data and records of MEMBER AGENCIES for a period of four (4) years after 21 final payment, or until any on -going audit is completed. For purposes of audit, the date of completion of 22 this Agreement shall be the date of MEMBER AGENCIES' payment of AUTHORITY's final billing (so 23 noted on the invoice) under this Agreement. AUTHORITY shall have the right to reproduce any such 24 books, records, and accounts. The above provision with respect to audits shall extend to and/or be 25 included in contracts with MEMBER AGENCIES' contractor. 26 ARTICLE 9. INDEMNIFICATION A. To the fullest extent permitted by law, MEMBER AGENCIES shall defend (at MEMBER 5VAIge4143 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 AGREEMENT NO. C-8-2015 AGENCIES' sole cost and expense with legal counsel reasonably acceptable to AUTHORITY), indemnify, protect, and hold harmless AUTHORITY, its officers, directors, employees, and agents (collectively the "Indemnified Parties"), from and against any and all liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration awards, settlements, damages, demands, orders, penalties, and expenses including legal costs and attorney fees (collectively "Claims"), including but not limited to Claims arising from injuries to or death of persons (MEMBER AGENCIES' employees included), for damage to property, including property owned by AUTHORITY, or from any violation of any federal, state, or local law or ordinance, by the negligent acts, omissions or willful misconduct of MEMBER AGENCIES, their officers, directors, employees or agents in connection with or arising out of the performance of this Agreement. B. To the fullest extent permitted by law, AUTHORITY shall defend (at AUTHORITY's sole cost and expense with legal counsel reasonably acceptable to MEMBER AGENCIES), indemnify, protect, and hold harmless MEMBER AGENCIES, their officers, directors, employees, and agents (collectively the "Indemnified Parties"), from and against any and all liabilities, actions, suits, claims, demands, losses, costs, judgments, arbitration awards, settlements, damages, demands, orders, penalties, and expenses including legal costs and attorney fees (collectively "Claims"), including but not limited to Claims arising from injuries to or death of persons (AUTHORITY's employees included), for damage to property, including property owned by MEMBER AGENCIES, or from any violation of any federal, state, or local law or ordinance, by the negligent acts, omissions or willful misconduct of AUTHORITY, its officers, directors, employees or agents in connection with or arising out of the performance of this Agreement. C. The indemnification and defense obligations of this Agreement shall survive its expiration or termination. ARTICLE 10. ADDITIONAL PROVISIONS A. Term of Agreement: This Agreement shall be effective on January 1; 2019 and shall remain in full force and effect for two (2) years through December 31, 2020. B. Termination: In the event either Party defaults in the performance of their obligations under this Agreement or breaches any of the provisions of this Agreement, the non -defaulting Party shall have AGREEMENT NO. C-8-2015 1 the option to terminate this Agreement upon thirty (30) days' prior written notice to the other Party. 2 C. Termination for Convenience: Any Party may terminate this Agreement for its convenience 3 by providing six (6) months' prior written notice of its intent to terminate for convenience to the other 4 Parties. If any MEMBER AGENCY terminates its participation in this Agreement prior to the Agreement's 5 expiration, AUTHORITY shall refund to MEMBER AGENCY its pro rate contribution of unspent funds, as 6 determined by AUTHORITY, as of the effective date of the MEMBER AGENCY's termination. 7 D. AUTHORITY and MEMBER AGENCIES shall comply with all applicable federal, state, and 8 local laws, statues, ordinances and regulations of any governmental authority having jurisdiction over 9 OCTAP. 10 E. Legal Authority: AUTHORITY and MEMBER AGENCIES hereto consent that they are 11 authorized to execute this Agreement on behalf of said Parties and that, by so executing this Agreement, 12 the Parties hereto are formally bound to the provisions of this Agreement. 13 F. Severability: If any term, provision, covenant or condition of this Agreement is held to be 14 invalid, void or otherwise unenforceable, to any extent, by any court of competent jurisdiction, the 15 remainder of this Agreement shall not be affected thereby, and each term, provision, covenant or 16 condition of this Agreement shall be valid and enforceable to the fullest extent permitted by law. 17 G. Counterparts of Agreement: This Agreement may be executed and delivered in any number 18 of counterparts, each of which, when executed and delivered shall be deemed an original and all of which 19 together shall constitute the same agreement. Facsimile signatures will be permitted. 20 H. Force Maieure: Either Party shall be excused from performing its obligations under this 21 Agreement during the time and to the extent that it is prevented from performing by an unforeseeable 22 cause beyond its control, including but not limited to; any incidence of fire, flood; acts of God; 23 commandeering of material, products, plants or facilities by the federal, state or local government; national 24 fuel shortage; or a material act or omission by the other Party; when satisfactory evidence of such cause 25 is presented to the other Party, and provided further that such nonperformance is unforeseeable, beyond 26 the control and is not due to the fault or negligence of the Party not performing. 5BONNa4043 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 AGREEMENT NO. C-8-2015 I. Assignment: Neither this Agreement, nor any of the Parties' rights, obligations, duties, or authority hereunder may be assigned in whole or in part by either Party without the prior written consent of the other Party in its sole and absolute discretion. Any such attempt of assignment shall be deemed void and of no force and effect. Consent to one assignment shall not be deemed consent to any subsequent assignment, nor the waiver of any right to consent to such subsequent assignment. J. Governing Law: The laws of the State of California and applicable local and federal laws, regulations and guidelines shall govern this Agreement. K. Litigation Fees: Should litigation arise out of this Agreement for the performance thereof, the court shall award costs and expenses, including attorney's fees, to the prevailing party. L. Notices: Any notices, requests, or demands made between the Parties pursuant to this Agreement shall be deemed given when mailed to them, first class, postage prepaid, or faxed to the address set out by their signatures. IN WITNESS WHEREOF, the Parties hereto have caused this Agreement No. C-8-2015 to be executed on the date first written above. ORANGE COUNTY TRANSPORTATION AUTHORITY an NOTICE TO AUTHORITY TO BE GIVEN TO: 550 South Main Street P. O. Box 14184 Orange, CA 92863-1584 By: Attention: Carla Shaffer Senior Contract Administrator Tel: (714) 560-5884 E-mail. cshaffer@octa.net Darrell E. Johnson Chief Executive Officer Jennifer L. Bergener Chief Operating Officer, Operations 5 L-PAqe8643 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 ATTEST: City Clerk NOTICE TO CITY TO BE GIVEN TO City Manager Mr. Chris Zapata 200 South Anaheim Boulevard Anaheim, California 92805 Email: czapata@anaheim.net Phone: (714) 765-5162 APPROVED AS TO FORM: City Attorney CITY OF ANAHEIM By: Chris Zapata City Manager AGREEMENT NO. C-8-2015 5 5Ae eQ.pf 43 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 ATTEST: City Clerk NOTICE TO CITY TO BE GIVEN TO: City Manager Mr. Bill Gallardo 1 Civic Center Circle Brea, California 92821 Email: billga@cityofbrea.net Phone: (714) 990-7710 APPROVED AS TO FORM City Attorney CITY OF BREA Bill Gallardo City Manager AGREEMENT NO. C-8-2015 5 �ane �.ef 43 1 2 3 4 5li 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 ATTEST: City Clerk NOTICE TO CITY TO BE GIVEN TO City Manager Mr. James B. Vanderpool 6650 Beach Boulevard Buena Park, California 90621 Email: janderpool@buenapark.com Phone: (714) 562-3551 APPROVED AS TO FORM City Attorney AGREEMENT NO. C-8.2015 CITY OF BUENA PARK By: James B. Vanderpool City Manager 5CjNe j5g43 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 Dated: ATTEST: City Clerk NOTICE TO CITY TO BE GIVEN TO: City Manager Mr. Tom Hatch 77 Fair Drive Costa Mesa, California 92626 Email: thatch@costamesaca.gov Phone: (714) 754-5328 APPROVED AS TO FORM City Attomey AGREEMENT NO. C-8-2015 CITY OF COSTA MESA Tom Hatch City Manager 59W 18 cf 43 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 ATTEST: City Clerk NOTICE TO CITY TO BE GIVEN TO: City Manager Mr. Peter Grant 5275 Orange Avenue Cypress, California 90630 Email: pgrant@ci.cypress.ca.us Phone: (714) 229-6688 APPROVED AS TO FORM: City Attorney CITY OF CYPRESS By: Peter Grant City Manager AGREEMENT NO. C-8-2015 5 UAe-00 040f 43 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 ATTEST: City Clerk NOTICE TO CITY TO BE GIVEN TO: City Manager Mr. Mark Denny 33282 Golden Lantern, Suite 203 Dana Point, California 92629 Email: mdenny@danapoint.org Phone: (949) 248-3524 APPROVED AS TO FORM: City Attorney AGREEMENT NO. C-8-2015 CITY OF DANA POINT By: Mark Denny City Manager 5SW 8643 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15' 16 17 18 19 20 21 22 23 24 25 26 Dated: ATTEST: City Clerk NOTICE TO CITY TO BE GIVEN TO: City Manager Mr. Robert Houston 10200 Slater Avenue Fountain Valley, California 92708 Email: rob.houston@fountainvalley.org Phone: (714) 593-4412 APPROVED AS TO FORM City Attorney AGREEMENT NO. C-8-2015 CITY OF FOUNTAIN VALLEY By: Robert Houston City Manager 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 Dated: ATTEST: City Clerk NOTICE TO CITY TO BE GIVEN TO: City Manager Mr. Ken Domer 303 West Commonwealth Avenue Fullerton, California 92832 Email: KDomer@cityoffullerton.com Phone: (714) 738-6310 APPROVED AS TO FORM City Attorney AGREEMENT NO. C-8-2015 CITY OF FULLERTON Ken Domer City Manager 56Xe tg43 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 ATTEST: City Clerk NOTICE TO CITY TO BE GIVEN TO: City Manager Mr. Scott C. Stiles 11222 Acacia Parkway Garden Grove, California 92840 Email: sstiles@ci.garden-grove.ca.us Phone: (714) 741-5100 APPROVED AS TO FORM: City Attorney AGREEMENT NO. C-8-2015 CITY OF GARDEN GROVE Scott C. Stiles City Manager 5 Xage j$qf 43 1' 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 Dated: ATTEST: City Clerk NOTICE TO CITY TO BE GIVEN TO: City Manager Mr. Fred Wilson 2000 Main Street Huntington Beach, California 92648 Email: fred.wilson@surfcity-hb.org Phone: (714) 536-5575 APPROVED AS TO FORM City Attorney AGREEMENT NO. C-8-2015 CITY OF HUNTINGTON BEACH Fred Wilson City Manager 5 43 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 Dated: ATTEST: City Clerk NOTICE TO CITY TO BE GIVEN TO: City Manager Mr. John A. Russo 1 Civic Center Plaza Irvine, California 92606 Email: jrusso@cityofirvine.org Phone: (949) 724-6246 City Attorney CITY OF IRVINE John A. Russo City Manager AGREEMENT NO. C-8-2015 5 43 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 Dated: ATTEST: City Clerk NOTICE TO CITY TO BE GIVEN TO: City Manager Mr. John Pietig 505 Forest Avenue Laguna Beach, California 92651 Email: jpietig@lagunabeachcity.net Phone: (949) 497-0704 APPROVED AS TO FORM City Attorney AGREEMENT NO. C-8-2015 CITY OF LAGUNA BEACH John Pietig City Manager 56a°e t2143 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 ATTEST: City Clerk NOTICE TO CITY TO BE GIVEN TO: City Manager Mr. Donald J. White 24035 El Toro Road Laguna Hills, California 92653 Email: dwhite@lagunahillsca.gov Phone: (949) 707-2620 APPROVED AS TO FORM: City Attorney AGREEMENT NO. C-8-2015 CITY OF LAGUNA HILLS By: Donald J. White City Manager 5 jfjNe 2Egf 43 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 ATTEST: City Clerk NOTICE TO CITY TO BE GIVEN TO City Manager Ms. Kristine Ridge 30111 Crown Valley Parkway Laguna Niguel, California 92677 Email: kridge@cityoflagunaniguel.org Phone: (949) 362-4300 APPROVED AS TO FORM: City Attorney AGREEMENT NO. C-8-2015 CITY OF LAGUNA NIGUEL By: Kristine Ridge City Manager 5 6',R,e ',", of 43 AGREEMENT NO. C-8-2015 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 Dated: ATTEST: City Clerk NOTICE TO CITY TO BE GIVEN TO: City Manager Mr. Christopher Macon 24264 El Toro Road Laguna Woods, California 92637 Email: cmacon@lagunawoodscity.org Phone: (949) 639-0525 City Attorney CITY OF LAGUNA WOODS Christopher Macon City Manager 5 jffie ?,4&f 43 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 ATTEST: Clerk NOTICE TO CITY TO BE GIVEN TO City Manager Mr. Jim Sadro 201 East La Habra Boulevard La Habra, California 90631 Email: jsadro@lahabraca.gov Phone: (562) 905-9701 APPROVED AS TO FORM: City Attorney Jim Sadro City Manager AGREEMENT NO. C-8-2015 59J e2,8E43 AGREEMENT NO. C-8-2015 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 ATTEST: City Clerk NOTICE TO CITY TO BE GIVEN TO: City Manager Ms. Debra D. Rose 25550 Commerce Center Drive, Suite 100 Lake Forest, California 92630 Email: DRose@lakeforestca.gov Phone: (949) 461-3412 APPROVED AS TO FORM: City Attorney CITY OF LAKE FOREST By: Debra D. Rose City Manager 5 kPW 28yf 43 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 ATTEST: Clerk NOTICE TO CITY TO BE GIVEN TO: City Manager Mr. Dennis Wilberg 200 Civic Center Mission Viejo, California 92691 Email: dwilberg@cityofmissionviejo.org Phone: (949) 470-3051 APPROVED AS TO FORM: City Attorney AGREEMENT NO. C-8-2015 CITY OF MISSION VIEJO By: Dennis Wilberg City Manager 5 6X 2 43 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 ATTEST: City Clerk NOTICE TO CITY TO BE GIVEN TO: City Manager Ms. Laurie A. Murray 7822 Walker Street La Palma, California 90623 Email: Lauriem@cityoflapalma.org Phone: (714) 690-3337 APPROVED AS TO FORM: City Attorney CITY OF LA PALMA By: Laurie A. Murray City Manager AGREEMENT NO. C-8-2015 56�e 0 43 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 Dated: ATTEST: City Clerk NOTICE TO CITY TO BE GIVEN TO: City Manager Mr. Bret M. Plumlee 3191 Katella Avenue Los Alamitos, California 90720 Email: bplumlee@cityoflosalamitos.org Phone: (562) 431-3538 APPROVED AS TO FORM Attorney AGREEMENT NO. C-8-2015 CITY OF LOS ALAMITOS Bret M. Plumlee City Manager 5 6ape Y6 43 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 Dated: ATTEST: City Clerk NOTICE TO CITY TO BE GIVEN TO: City Manager Ms. Grace K. Leung 100 Civic Center Newport Beach, California 92660 Email: gleung@newportbeachca.gov Phone: (949) 644-3002 APPROVED AS TO FORM: City Attorney AGREEMENT NO. C-8-2015 CITY OF NEWPORT BEACH By: Grace K.Leung City Manager 51%fMel f 43 1 2 3' 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 Dated: ATTEST: City Clerk NOTICE TO CITY TO BE GIVEN TO: City Manager Mr. Rick Otto 300 East Chapman Avenue Orange, California 92866 Email: rotto@cityoforange.org Phone: (714) 744-2222 APPROVED AS TO FORM: City Attorney CITY OF ORANGE By: Rick Otto City Manager AGREEMENT NO. C-8-2015 55PSe Y�f 43 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 ATTEST: City Clerk NOTICE TO CITY TO BE GIVEN TO City Manager Mr. Damien Arrula 401 East Chapman Avenue Placentia, California 92870 Email: darrula@placentia.org Phone: (714) 993-8117 APPROVED AS TO FORM: City Attorney CITY OF PLACENTIA By: Damien Arrula City Manager AGREEMENT NO. C-8-2015 5Cfi Ofg43 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 ATTEST: City Clerk NOTICE TO CITY TO BE GIVEN TO: City Manager Ms. Jennifer M. Cervantez 22112 El Paseo Rancho Santa Margarita, California 92688 Email: jcervantez@cityofrsm.org Phone: (949) 635-1800 Ext. 6301 APPROVED AS TO FORM: City Attorney AGREEMENT NO. C-8-2015 CITY OF RANCHO SANTA MARGARITA Jennifer M. Cervantez City Manager 56KIof43 1 2' 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 Dated: ATTEST: City Clerk NOTICE TO CITY TO BE'GIVEN TO: City Manager Mr. James Makshanoff 910 Calle Negocio San Clemente, California 92673 Email: makshanoffj@san-clemente.org Phone: (949) 361-8322 APPROVED AS TO FORM: City Attorney AGREEMENT NO. C-8-2015 CITY OF SAN CLEMENTE By: James Makshanoff City Manager 5 UAe3 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 Dated: ATTEST: City Clerk NOTICE TO CITY TO BE GIVEN TO: City Manager Mr. Ben Siegel 32400 Paseo Adelanto San Juan Capistrano, California 92675 Email: BSiegel@sanjuancapistrano.org Phone: (949) 443-6317 APPROVED AS TO FORM City Attorney AGREEMENT NO. C-8-2015 CITY OF SAN JUAN CAPISTRANO By: Ben Siegel City Manager 5gW 1643 ATTEST: Norma Mitre Acting City Clerk NOTICE TO CITY TO BE GIVEN TO: City Manager 20 Civic Center Plaza Santa Ana, California 92701 APPROVED AS TO FORM: SONIA R. CARVALHO, CITY ATTORNEY T�L hn M. Funk Assistant City Attorney AGREEMENT NO. C-8-2015 CITY OF SANTA ANA Kristine Ridge City Manager Page 36 of 43 55A-77 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 Dated: ATTEST: City Clerk NOTICE TO CITY TO BE GIVEN TO: City Manager Ms. Jill R. Ingram 211 81 Street Seal Beach, California 90740 Email: jingram@sealbeachca.gov Phone: (562) 431-2527 Ext. 1300 APPROVED AS TO FORM Attorney AGREEMENT NO. C-8-2015 CITY OF SEAL BEACH By: Jill R. Ingram City Manager 56K I6 43 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 Dated: ATTEST: City Clerk NOTICE TO CITY TO BE GIVEN TO: Interim City Manager Mr. Robert W. Hall 7800 Katella Avenue Stanton, California 90680 Email: rhall@ci.stanton.ca.us Phone: (714) 349-9222 Ext. 241 City Attorney CITY OF STANTON By: Robert W. Hall City Manager AGREEMENT NO. C-8-2015 zl- j ela 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 Dated: ATTEST: City Clerk NOTICE TO CITY TO BE GIVEN TO: City Manager Mr. Jeffrey C. Parker 300 Centennial Way Tustin, California 92780 Email: jparker@tustinca.org Phone: (714) 573-3010 ra19 N :i61751q DEFT Cal 061 V di City Attorney CITY OF TUSTIN By: Jeffrey C. Parker City Manager AGREEMENT NO. C-8-2015 56X 39643 1 2 3 4 5 6I 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 Dated: ATTEST: City Clerk NOTICE TO CITY TO BE GIVEN TO: City Manager Mr. Steve Franks 17855 Santiago Boulevard Villa Park, California 92861 Email: sfranks@villapark.org Phone: (714) 998-1500 APPROVED AS TO FORM: City Attorney AGREEMENT NO. C-8-2015 CITY OF VILLA PARK By: Steve Franks City Manager 543 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 Dated: ATTEST: City Clerk NOTICE TO CITY TO BE GIVEN TO: City Manager Mr. Eddie Manfro 8200 Westminster Boulevard Westminster, California 92683 Email: emanfro@westminster-ca.gov Phone: (714) 548-3172 APPROVED AS TO FORM City Attorney AGREEMENT NO. C-8-2015 CITY OF WESTMINSTER By: Eddie Manfro City Manager 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 ATTEST: City Clerk NOTICE TO CITY TO BE GIVEN TO City Manager Mr. Mark Pulone P.O. Box 87014 4845 Casa Loma Yorba Linda, California 92886 Email: mpulone@yorbalindaca.gov Phone: (714) 961-7100 Ext. 108 APPROVED AS TO FORM: City Attorney AGREEMENT NO. C-8-2015 CITY OF YORBA LINDA Mark Pulone City Manager 5��e0%) 43 1 2 3i 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 ATTEST: County Clerk NOTICE TO COUNTY TO BE GIVEN TO: County Executive Officer Mr. Frank Kim 333 West Santa Ana Boulevard Santa Ana, California 92703 Email: frank.kim@ocgov.com Phone: (714) 834-6201 APPROVED AS TO FORM County Counsel AGREEMENT NO. C-8-2015 COUNTY OF ORANGE By: Frank Kim County Executive Officer ZIEW 0 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MAY 7, 2019 TITLE: ADOPT RESOLUTION AND AUTHORIZE APPLICATION FOR DRINKING WATER STATE REVOLVING FUND CAPITAL PROJECT FINANCING AND ADOPT RESOLUTIONS FOR REIMBURSEMENT AND PLEDGED REVENUE AND FUNDS FOR THE WELL 32 NITRATE TREATMENT AND REHABILITATION PROJECT (NONGENERAL FUND) (STRATEGIC PLAN NO. 6, 1G) CITY MIANAGER RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 151 Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER Adopt a Resolution agreeing to the terms of participation in the Environmental Protection Agency / California State Water Resources Control Board's Drinking Water State Revolving Fund Program for the Well 32 Nitrate Treatment and Rehabilitation project. 2. Authorize the Executive Director of Public Works to submit an application for Environmental Protection Agency / California State Water Resources Control Board's Drinking Water State Revolving Fund financing for the Well 32 Nitrate Treatment and Rehabilitation project. Adopt a Reimbursement Resolution and a Pledged Revenue and Funds Resolution required for participation in the California State Water Resources Control Board's Drinking Water State Revolving Fund program, pledging funds from any financing received through this program for the Well 32 Nitrate Treatment and Rehabilitation project and authorizing the reimbursement of expenditures for this project made prior to the receipt of such financing. DISCUSSION The City's potable water comes from an underground basin and is pumped through 21 existing wells. Well No. 32 is located at Morrison Park and has been inactive for about 10 years. The well was taken off line due to low operating efficiencies and high nitrate levels. Given the limited water supplies in the region and recent recurring droughts, rehabilitating Well No. 32 in order to put it back in service would improve the City's water system efficiency and reduce the burden on other water production facilities. 55B-1 Adopt Resolutions and Authorize Application for State Revolving Fund Capital Project Financing May 7, 2019 Page 2 The City completed a Well 32 Nitrate Mitigation and Rehabilitation study and has retained an engineering firm, who is preparing the construction documents for the Well No. 32 rehabilitation project. The construction cost for this project is estimated to be $5,290,000. The California State Water Resources Control Board (SWRCB) oversees a capital improvement financing program known as the Drinking Water State Revolving Fund (DWSRF) that provides low- cost flexible financing for capital improvements to water utilities. This program is more cost effective and requires less administrative burden than financing through bonds or certificates of participation. Funding can be secured on a shorter timeline and repaid more flexibly, subject to conditions of participation and competitive scoring criteria established and administered under the supervision of SWRCB. The three attached resolutions are needed to meet the State's application submittal requirements. Adopting these resolutions will allow the Well No. 32 project to benefit from a near -term infusion of cash to shorten the project delivery schedule and accelerate realization of service -level and financial benefits to the City and its enterprise ratepayers. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #6 - Community Facilities & Infrastructure, Objective #1 (establish and maintain a Community Investment Plan for all City assets), Strategy G (develop and implement the City's Capital Improvement Program in coordination with the Community Investment and Deferred Maintenance Plans. ENVIRONMENTAL IMPACT There is no environmental impact associated with this action. FISCAL IMPACT There is no fiscal impact associated with this action. Staff will return to Council with a request for appr I of further actions and will indicate the fiscal impact of any such awards and associated exp nd tures at that time. Fuad SA$weiss, PE, PLS Executi Director Public rks Agency Exhibits: 1. Authorization to Participate Resolution 2. Reimbursement Resolution 3. Pledge Revenues and Funds Resolution 55B-2 jmf 3/8/19 RESOLUTION NO.2019-XXX A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTAANA AUTHORIZING AN APPLICATION TO THE STATE WATER RESOURCES CONTROL BOARD FOR FINANCIAL ASSISTANCE FOR THE PLANNING, DESIGN, AND CONSTRUCTION OF THE WELL 32 NITRATE TREATMENT AND REHABILITATION PROJECT WHEREAS, the City of Santa Ana ("City") desires to finance the costs of constructing and/or reconstructing certain public facilities and improvements relating to its water and wastewater system, specifically the Well 32 Nitrate Treatment and Rehabilitation Project ("Project"); and WHEREAS, such financing is available through low interest moneys from the Drinking Water State Revolving Fund provided by the State of California, acting by and through the State Water Resources Control Board ("State Water Board"); and WHEREAS, the City, through appropriate staff, wishes to submit an application to the State Water Board for financial support of the Project. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Santa Ana as follows: Section 1. The Executive Director of Public Works ("Authorized Representative"), or his or her designee, is hereby authorized and directed to sign and file, for and on behalf of the City, a Financial Assistance Application for a financing agreement from the State Water Board for the planning, design, and construction of the Project. Section 2. The Authorized Representative, or his or her designee, is designated to provide the assurances, certifications, and commitments required for the Financial Assistance Application, including executing a financial assistance agreement from the State Water Board and any amendments or changes thereto. Section 3. The Authorized Representative, or his or her designee, is designated to represent the City in carrying out the City's responsibilities under the financing agreement, including certifying disbursement requests on behalf of the City and compliance with applicable state and federal laws. Section 4. This Resolution shall take effect immediately upon its adoption by the City Council, and the Clerk of the Council shall attest to and certify the vote adopting this Resolution. Resolution No. 2019-)00X EXHIBIT 1 Page 1 of 2 55B-3 jmf 3/8/19 ADOPTED this _ day of 2019. Miguel A. Pulido Mayor APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney By: d 7i. -f-. John M. Funk Assistant City Attorney AYES: Councilmembers NOES: Councilmembers ABSTAIN: Councilmembers NOT PRESENT: Councilmembers CERTIFICATE OF ATTESTATION AND ORIGINALITY I, NORMA MITRE, Acting Clerk of the Council, do hereby attest to and certify the attached Resolution No. 2019-XXX to be the original resolution adopted by the City Council of the City of Santa Ana on 2019. Date: Acting Clerk of the Council City of Santa Ana Resolution No. 2019-XXX Page 2 of 2 55B-4 jmf 3/8119 RESOLUTION NO.2019-XXX A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AUTHORIZING THE REIMBURSEMENT OF FUNDING FOR THE WELL 32 NITRATE TREATMENT AND REHABILITATION PROJECT FROM THE STATE WATER RESOURCES CONTROL BOARD WHEREAS, the City of Santa Ana ("City') desires to finance the costs of constructing and/or reconstructing certain public facilities and improvements relating to its water and wastewater system, specifically the Well 32 Nitrate Treatment and Rehabilitation Project ('Project"); and WHEREAS, the City intends to finance the construction and/or reconstruction of the Project or portions of the Project with moneys ('Project Funds') provided by the State of California, acting by and through the State Water Resources Control Board ("State Water Board"); and WHEREAS, the State Water Board may fund the Project Funds with proceeds from the sale of obligations the interest upon which is excluded from gross income for federal income tax purposes ("Obligations"); and WHEREAS, prior to the issuance of the Obligations or the approval by the State Water Board of the Project Funds, the City desires to incur certain capital expenditures ("Expenditures") with respect to the Project from available moneys of the City; and WHEREAS, the City has determined that those moneys to be advanced on and after the date hereof to pay the Expenditures are available only for a temporary period, and it is necessary to reimburse the City for the Expenditures from the proceeds of the Obligations. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Santa Ana as follows: Section 1. The City hereby states its intention and reasonably expects to reimburse Expenditures paid prior to the issuance of the Obligations or the approval by the State Water Board of the Project Funds. Section 2. The reasonably expected maximum principal amount of the Project Funds is $5,290,000. Section 3. This Resolution is being adopted no later than 60 days after the date on which the City will expend moneys for the construction portion of the Project costs to be reimbursed with Project Funds. EXHIBIT 2 Resolution NoPage 1 of x3 55B-5 jmf 3/8/19 Section 4. Each City expenditure will be of a type properly chargeable to a capital account under general federal income tax principles. Section 5. To the best of its knowledge, the City is not aware of the previous adoption of official intents by the City that have been made as a matter of course for the purpose of reimbursing expenditures and for which tax-exempt obligations have not been issued. Section 6. This Resolution is adopted as official intent of the City in order to comply with Treasury Regulation Section 1.150-2 and any other regulations of the Internal Revenue Service relating to the qualification for reimbursement of Project costs. Section 7. All the recitals in this Resolution are true and correct, and the City so finds, determines, and represents. Section 8. This Resolution shall take effect immediately upon its adoption by the City Council, and the Clerk of the Council shall attest to and certify the vote adopting this Resolution. ADOPTED this day of 2019. APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney By: K lit. 1~ , John M. Funk Assistant City Attorney AYES: Councilmembers NOES: Councilmembers ABSTAIN: NOT PRESENT: Councilmembers Councilmembers Miguel A. Pulido Mayor Resolution No. 2019-XXX Page 2 of 3 55B-6 jmf 3/8/19 CERTIFICATE OF ATTESTATION AND ORIGINALITY I, NORMA MITRE, Acting Clerk of the Council, do hereby attest to and certify the attached Resolution No. 2019-XXX to be the original resolution adopted by the City Council of the City of Santa Ana on 2019. Date: Acting Clerk of the Council City of Santa Ana Resolution No. 2019-XXX Page 3 of 3 55B-7 55B-8 jmf 3/8/19 RESOLUTION NO.2019-XXX A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA PLEDGING REVENUES AND FUNDS FOR THE REPAYMENT OF FINANCING FROM THE STATE WATER RESOURCES CONTROL BOARD FORTHE WELL 32 NITRATE TREATMENT AND REHABILITATION PROJECT WHEREAS, the City of Santa Ana ("City") desires to finance the costs of constructing and/or reconstructing certain public facilities and improvements relating to its water and wastewater system, specifically the Well 32 Nitrate Treatment and Rehabilitation Project ("Project"); and WHEREAS, the City Council of the City of Santa Ana has previously authorized City staff to apply for financing of the construction and/or reconstruction of the Project or portions of the Project with low interest moneys from the Drinking Water State Revolving Fund, provided by the State of California, acting by and through the State Water Resources Control Board ("State Water Board"); and WHEREAS, the State Water Board requires, as a condition of approval of any financing agreement, the establishment of pledged sources of revenue to repay this financing. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Santa Ana as follows: Section 1. The City of Santa Ana hereby dedicates and pledges the net revenues of the water enterprise fund and the water enterprise fund to payment of any and all Drinking Water State Revolving Fund and/or Water Recycling Funding Program financing for the Septic to Sewer Island Improvement Project. Section 2. The City commits to collecting such revenues and maintaining such fund(s) throughout the term of such financing and until the City has satisfied its repayment obligation thereunder unless modification or change is approved in writing by the State Water Board. Section 3. So long as the financing agreement(s) are outstanding, the City's pledge hereunder shall constitute a lien in favor of the State Water Board on the foregoing fund(s) and revenue(s) without any further action necessary. Section 4. So long as the financing agreement(s) are outstanding, the City commits to maintaining the fund(s) and revenue(s) at levels sufficient to meet its obligations under the financing agreement(s). EXHIBIT 3 Resolution No. 201 &X)OC Page 1 of 2 55B-9 jmf 3/8119 Section 5. This Resolution shall take effect immediately upon its adoption by the City Council, and the Clerk of the Council shall attest to and certify the vote adopting this Resolution. ADOPTED this . day of 2019. Miguel A. Pulido Mayor APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney By: Iw -f, John M. Funk Assistant City Attorney AYES: Councilmembers NOES: Councilmembers ABSTAIN: Councilmembers NOT PRESENT: Councilmembers CERTIFICATE OF ATTESTATION AND ORIGINALITY I, NORMA MITRE, Acting Clerk of the Council, do hereby attest to and certify the attached Resolution No. 2019-XXX to be the original resolution adopted by the City Council of the City of Santa Ana on 2019. Date: Acting Clerk of the Council City of Santa Ana Resolution No. 2019-XXX Page 2 of 2 55B-10 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MAY 7, 2019 TITLE: ADOPT A RESOLUTION AND AUTHORIZE APPLICATION FOR CLEAN WATER STATE REVOLVING FUND CAPITAL PROJECT FINANCING AND ADOPT RESOLUTIONS FOR REIMBURSEMENT AND PLEDGED REVENUE AND FUNDS FOR THE SEPTIC TO SEWER IMPROVEMENT PROJECT (NONGENERAL FUND) (STRATEGIC PLAN NO. 6,1G) CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1st Reading ❑ Ordinance on 2nd Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER CITY MANAGER RECOMMENDED ACTION Adopt a Resolution agreeing to the terms of participation in the Environmental Protection Agency / California State Water Resources Control Board's Clean Water State Revolving Fund program for the Septic to Sewer Island Improvement project. 2. Authorize the Executive Director of Public Works to submit an application for Environmental Protection Agency / California State Water Resources Control Board's Clean Water State Revolving Fund financing for the Septic to Sewer Island Improvement project. Adopt a Reimbursement Resolution and a Pledged Revenue and Funds Resolution required for participation in the California State Water Resources Control Board's Clean Water State Revolving Fund program, pledging funds from any financing received through this program for the Septic to Sewer Island Improvement project and authorizing the reimbursement of expenditures for this project made prior to the receipt of such financing. DISCUSSION On June 5, 2018, Council directed staff to initiate the process to annex the 17th Street and Tustin Avenue County of Orange Unincorporated Island. The City currently provides sewer service to some of the parcels within the unincorporated island (Island), the remaining parcels utilize privately owned septic systems. As part of the City's due diligence and preparation for annexation, the Public Works Agency is proceeding with preparing plans for the expansion of the sewer system to serve all parcels within the Island and convert septic system users to sewer system users. The Sewer to Septic Island Improvement project will provide sewer system services to the 24.7- acre unincorporated area. The small island consists of 49 single-family homes, 32 multi -family dwellings and a small strip shopping center. Converting the Island into the City's municipal sewer 55C-1 Adopt a Resolution and Authorize Application for Clean Water State Revolving Fund Capital Project Financing May 7, 2019 Page 2 system would reduce and prevent contamination to the Santa Ana Groundwater Basin. In 2018, the City retained a consulting firm to prepare the environmental documentation for the Septic to Sewer Island Improvement project. The overall cost for this project is estimated to be $1,529,220. The California State Water Resources Control Board (SWRCB) oversees a capital improvement financing program known as the Clean Water State Revolving Fund (CWSRF) that provides low- cost flexible financing for capital improvements to water utilities. This program is more cost effective and requires less administrative burden than financing through bonds or certificates of participation. Financing can be secured on a shorter timeline and repaid more flexibly, subject to conditions of participation and competitive scoring criteria established and administered under the supervision of SWRCB. The three attached resolutions are needed to meet the State's application submittal requirements. Adopting these resolutions will allow the Septic to Sewer Island Improvement project to benefit from a near -term infusion of cash to shorten the project delivery schedule and accelerate realization of service -level and financial benefits to the City and its enterprise ratepayers. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #6 - Community Facilities & Infrastructure, Objective #1 (establish and maintain a Community Investment Plan for all City assets), Strategy G (develop and implement the City's Capital Improvement Program in coordination with the Community Investment and Deferred Maintenance Plans. ENVIRONMENTAL IMPACT There is no environmental impact associated with this action. FISCAL IMPACT There is no fiscal impact associated with this action. Staff will return to Council with a request for appval of further actions and will indicate the fiscal impact of any such awards and associated exo ditures at that time. D Fuad S. Sweiss, PE, PLS Executhke Director Public I rks Agency FSS/NS/RR Exhibits: 1. Authorization to Participate Resolution 2. Pledge Revenues and Funds Resolution 3. Reimbursement Resolution 55C-2 jmf 3/8/19 V :61e1 Ito] r i.] 01101 101w1kiy 1100D:K35 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AUTHORIZING AN APPLICATION TO THE STATE WATER RESOURCES CONTROL BOARD FOR FINANCIAL ASSISTANCE FOR THE PLANNING, DESIGN, AND CONSTRUCTION OF THE SEPTIC TO SEWER ISLAND IMPROVEMENT PROJECT WHEREAS, the City of Santa Ana ("City") desires to finance the costs of constructing and/or reconstructing certain public facilities and improvements relating to its water and wastewater system, specifically the Septic to Sewer Island Improvement Project ("Project'); and WHEREAS, such financing is available through low interest moneys from the Clean Water State Revolving Fund provided by the State of California, acting by and through the State Water Resources Control Board ("State Water Board"); and WHEREAS, the City, through appropriate staff, wishes to submit an application to the State Water Board for financial support of the Project. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Santa Ana as follows: Section 1. The Executive Director of Public Works ("Authorized Representative"), or his or her designee, is hereby authorized and directed to sign and file, for and on behalf of the City, a Financial Assistance Application for a financing agreement from the State Water Board for the planning, design, and construction of the Project. Section 2. The Authorized Representative, or his or her designee, is designated to provide the assurances, certifications, and commitments required for the Financial Assistance Application, including executing a financial assistance agreement from the State Water Board and any amendments or changes thereto. Section 3. The Authorized Representative, or his or her designee, is designated to represent the City in carrying out the City's responsibilities under the financing agreement, including certifying disbursement requests on behalf of the City and compliance with applicable state and federal laws. Section 4. This Resolution shall take effect immediately upon its adoption by the City Council, and the Clerk of the Council shall attest to and certify the vote adopting this Resolution. EXHIBIT I Resolution No. 2019-XXX Page 1 of 2 55C-3 ADOPTED this _ day of 2019. Miguel A. Pulido Mayor APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney John M. Funk Assistant City Attorney AYES: Councilmerbers NOES: Councilmembers ABSTAIN: Councilmembers NOT PRESENT: Councilmembers jmf 3/8/19 I, NORMA MITRE, Acting Clerk of the Council, do hereby attest to and certify the attached Resolution No. 2019-XXX to be the original resolution adopted by the City Council of the City of Santa Ana on 2019. Date: Acting Clerk of the Council City of Santa Ana Resolution No. 2019-XXX Page 2 of 2 55C-4 jmf 3/8/19 RESOLUTION NO. 2019-XXX A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA PLEDGING REVENUES AND FUNDS FOR THE REPAYMENT OF FINANCING FROM THE STATE WATER RESOURCES CONTROL BOARD FOR THE SEPTIC TO SEWER ISLAND IMPROVEMENT PROJECT WHEREAS, the City of Santa Ana ("City") desires to finance the costs of constructing and/or reconstructing certain public facilities and improvements relating to its water and wastewater system, specifically the Septic to Sewer Island Improvement Project ("Project"); and WHEREAS, the City Council of the City of Santa Ana has previously authorized City staff to apply for financing of the construction and/or reconstruction of the Project or portions of the Project with low interest moneys from the Clean Water State Revolving Fund, provided by the State of California, acting by and through the State Water Resources Control Board ("State Water Board"); and WHEREAS, the State Water Board requires, as a condition of approval of any financing agreement, the establishment of pledged sources of revenue to repay this financing. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Santa Ana as follows: Section 1. The City of Santa Ana hereby dedicates and pledges the net revenues of the sewer enterprise fund and the sewer enterprise fund to payment of any and all Clean Water State Revolving Fund and/or Water Recycling Funding Program financing for the Septic to Sewer Island Improvement Project. Section 2. The City commits to collecting such revenues and maintaining such fund(s) throughout the term of such financing and until the City has satisfied its repayment obligation thereunder unless modification or change is approved in writing by the State Water Board. Section 3. So long as the financing agreement(s) are outstanding, the City's pledge hereunder shall constitute a lien in favor of the State Water Board on the foregoing fund(s) and revenue(s) without any further action necessary. Section 4. So long as the financing agreement(s) are outstanding, the City commits to maintaining the fund(s) and revenue(s) at levels sufficient to meet its obligations under the financing agreement(s). EXHIBIT 2 Resolution No. 2019-XXX Page 1 of 2 55C-5 jmf 3/8119 Section 5. This Resolution shall take effect immediately upon its adoption by the City Council, and the Clerk of the Council shall attest to and certify the vote adopting this Resolution. ADOPTED this day of 2019. Miguel A. Pulido Mayor APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney By John M. Funk Assistant City Attorney AYES: Councilmembers NOES: Councilmembers ABSTAIN: Councilmembers NOT PRESENT: Councilmembers CERTIFICATE OF ATTESTATION AND ORIGINALITY I, NORMA MITRE, Acting Clerk of the Council, do hereby attest to and certify the attached Resolution No. 2019-XXX to be the original resolution adopted by the City Council of the City of Santa Ana on 2019. Date: Acting Clerk of the Council City of Santa Ana Resolution No. 2019-XXX Page 2 of 2 55C-6 jmf 3/8/19 RESOLUTION NO. 2019-XXX A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AUTHORIZING THE REIMBURSEMENT OF FUNDING FOR THE SEPTIC TO SEWER ISLAND IMPROVEMENT PROJECT FROM THE STATE WATER RESOURCES CONTROL BOARD WHEREAS, the City of Santa Ana ("City") desires to finance the costs of constructing and/or reconstructing certain public facilities and improvements relating to its water and wastewater system, specifically the Septic to Sewer Island Improvement Project (`Project'); and WHEREAS, the City intends to finance the construction and/or reconstruction of the Project or portions of the Project with moneys ('Project Funds") provided by the State of California, acting by and through the State Water Resources Control Board ("State Water Board"); and WHEREAS, the State Water Board may fund the Project Funds with proceeds from the sale of obligations the interest upon which is excluded from gross income for federal income tax purposes ("Obligations"); and WHEREAS, priorto the issuance of the Obligations or the approval by the State Water Board of the Project Funds, the City desires to incur certain capital expenditures ("Expenditures") with respect to the Project from available moneys of the City; and WHEREAS, the City has determined that those moneys to be advanced on and after the date hereof to pay the Expenditures are available only for a temporary period, and it is necessary to reimburse the City for the Expenditures from the proceeds of the Obligations. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Santa Ana as follows: Section 1. The City hereby states its intention and reasonably expects to reimburse Expenditures paid prior to the issuance of the Obligations or the approval by the State Water Board of the Project Funds. Section 2. The reasonably expected maximum principal amount of the Project Funds is $1,529,220. Section 3. This Resolution is being adopted no later than 60 days after the date on which the City will expend moneys for the construction portion of the Project costs to be reimbursed with Project Funds. EXHIBIT 3 Resolution No. 2019-XXX Page 1 of 3 55C-7 jmf 3/S/19 Section 4. Each City expenditure will be of a type properly chargeable to a capital account under general federal income tax principles. Section 5. To the best of its knowledge, the City is not aware of the previous adoption of official intents by the City that have been made as a matter of course for the purpose of reimbursing expenditures and for which tax-exempt obligations have not been issued. Section 6. This Resolution is adopted as official intent of the City in order to comply with Treasury Regulation Section 1.150-2 and any other regulations of the Internal Revenue Service relating to the qualification for reimbursement of Project costs. Section 7. All the recitals in this Resolution are true and correct, and the City so finds, determines, and represents. Section 8. This Resolution shall take effect immediately upon its adoption by the City Council, and the Clerk of the Council shall attest to and certify the vote adopting this Resolution. ADOPTED this _ day of 2019. APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney By: John M. Funk Assistant City Attorney AYES: Councilmembers NOES: Councilmembers ABSTAIN: Councilmembers NOT PRESENT: Councilmembers Miguel A. Pulido Mayor Resolution No. 2019-XXX Page 2 of 3 55C-8 jmf 3/8/19 CERTIFICATE OF ATTESTATION AND ORIGINALITY I, NORMA MITRE, Acting Clerk of the Council, do hereby attest to and certify the attached Resolution No. 2019-XXX to be the original resolution adopted by the City Council of the City of Santa Ana on 2019. Date: Acting Clerk of the Council City of Santa Ana Resolution No. 2019-XXX Page 3 of 3 55C-9 55C-10 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MAY 7, 2019 TITLE: APPROVE A DENSITY BONUS AGREEMENT TO ALLOW A 552 UNIT AFFORDABLE RENTAL PROJECT AT 2110, 2114, AND 2020 EAST FIRST STREET (STRATEGIC PLAN NOS. 3, 2; 5,3) RECOMMENDED ACTION CLERK OF COUNCIL USE ONLY: 61=•r v ❑ As Recommended ❑ As Amended ❑ Ordinance on 1s' 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 Density Bonus Agreement with Santa Ana Pacific Associates, and Santa Ana Pacific Associates II, or assigns, for a 55-year term, for the development of a 552-unit affordable rental project at 2110, 2114, and 2020 East First Street, subject to non -substantive changes approved by the City Manager and City Attorney. PLANNING COMMISSION ACTION At a Special Meeting on June 4, 2018, the Planning Commission recommended approval of the Density Bonus Agreement No. 2017-02 by City Council as conditioned to allow construction of a 552-unit affordable rental residential community at 2110, 2114, and 2020 East First Street located in the Metro East Mixed Use Overlay District (OZ-1). Planning Commission approved the recommended action by a vote of 4:1 (Bacerra opposed). DISCUSSION The Pacific Companies in partnership with Jamboree Housing ("Developer') is seeking to develop a 552-unit affordable housing project at 2110, 2114 and 2020 East First Street ("Project'). In order to do so, they have requested specific concessions permissible under California Density Bonus Law and the City's Housing Opportunity Ordinance. While the Density Bonus Law is not going to increase the number of units that they can actually build, the concessions will allow the Developer to build the proposed number of units. The Developer is seeking approval of this Density Bonus Agreement in order to receive their building permit and move forward on their Project. Specifically, the California Density Bonus Law allows developers to seek increases in allowed zoning density by providing additional affordable housing units on -site. To make development of on -site affordable housing units feasible, the law allows developers to request incentives or waivers, which are essentially variances from development standards. Specifically, the developer requested the following concessions: ' 60A-1 Density Bonus Agreement for 2110, 2114, and 2020 East First Street May 7, 2019 Page 2 Standard Required by the MEMU Provided Stories Minimum 3, no maximum 6 Minimum Site Area 1 acre 6.89 acres Permitted Frontage Forecourt, shopfront, gallery, or Shopfront, with plaza on First Street arcade as permitted by MEMU Publicly Accessible Open Space 15 percent of total lot area Less than 2 percent — Requires Concession (1 of 3), Cat. Gov't Code Sec. 65915 d 1 Private/Common Open Space 100 square feet per unit 104 square feet per unit Building Setbacks 0-20 feet (front), 0-10 feet (side), 100 6 (front), 6-40 (side), 45 (rear) — feet (rear) Requires Concession (2 of 3), Cat. Gov't Code Sec. 65915 d 1 Residential Parking 2 spaces per unit overall — every unit 1.03 spaces per unit — Requires must be allocated at least 1 space Concession (3 of 3), Cal. Gov't Code Sec. 65915 d 1 Courtyard height -to -width ratios 2 to 1 (enclosed on four sides), 3 to Complies; various ratios in excess of 1 (open on one or more sides 2 to 1 and 3 to 1 provided Driveway width 24 feet maximum 38-46 feet — Requires Waiver, Cat. Gov't Code Sec. 65915 e 1 Building Massing A variety of massing, volume, and Complies; the building features a step -backs are required to increase step -back along First Street and building articulation breaks in volume to reduce massing The first version of the Density Bonus Law was adopted in 1979 and has been amended from time to time. In early 2017, the law was amended to restrict the ability of local jurisdictions to require studies to justify a density bonus and places the burden on local granting authorities to prove that the requested incentives/waivers are not financially warranted. The California Density Bonus Law applies to projects proposing five or more residential units and grants density bonuses to those projects meeting certain requirements for affordability levels and types of housing (family, veterans, etc.). Pursuant to State law and the City's Housing Opportunity Ordinance, rental units in such developments that are designated "affordable" must remain so for at least 55 years. For affordable housing projects, a developer may seek a density bonus up to 20 percent from base density. In addition, the City's Housing Opportunity Ordinance (HOO), last updated in November 2015, augments the California Density Bonus Law by allowing a developer to seek an additional 35 percent density bonus calculated from base density (SAMC Sect. 41- 1904.1). A summary of the project's proposed density calculation is provided below: Project Density Calculation Density or Bonus Allowed for Project Provided 620 units (6.89 acres x 90 units/acre base density used as a standard for Base Density developments in areas designated 552 units DC by the General Plan Land Use element 35-Percent State Density Bonus +217 units 620 x 0.35 0 35-Percent Bonus Provided by the +217 units (620 x 0.35) 0 Housing Opportunity Ordinance Total Units 1054 units maximum 552 units proposed 60A-2 Density Bonus Agreement for 2110, 2114, and 2020 East First Street May 7, 2019 Page 3 Although the Project is proposing a total number of units (552) that is below the maximum City - prescribed density for the Project site based on its acreage (620 units), the developer is able to seek up to three (3) density bonus concessions and a waiver because it is a 100-percent affordable Project. The three (3) requested concessions and the waiver are permitted by State Density Bonus Law. Specifically, the developer is seeking concessions allowed pursuant to Government Code section 65915(d)(1) as listed above pertaining to: publicly accessible open space; building setbacks; and, residential parking; as well as a waiver allowed pursuant to Government Code section 65915(e)(1) pertaining to driveway width. In order to receive these three (3) density bonus concessions and a waiver, the Developer has agreed to restrict all units in the Project, except for five (5) manager's units, to eligible low- and very low-income households. Based on the above calculations, the proposed Project complies with both the California Density Bonus Law and the City's Housing Opportunity Ordinance. As such, a Density Bonus Agreement has been prepared (Exhibit 1). The Developer has paid the City's Density Bonus Setup fee in the amount of $82,084.05 to prepare this agreement. The Planning Commission Staff Report from June 4, 2018 provides much more detailed information regarding the requested incentives/concessions (Exhibit 2). Key Items in the Density Bonus Agreement The following is a list of key items agreed upon in the Density Bonus Agreement: • The Project shall have no less than five -hundred and fifty-two (552) units which shall be comprised of twenty-seven (27) one -bedroom units, and two -hundred and thirty-nine (239) two -bedroom units, and one -hundred and forty-six (146) three -bedroom units, and one - hundred and forty (140) four -bedroom units, of which five (5) unrestricted units (i.e. manager's unit) with unit sizes as may be determined by the Developer. The affordable units shall be restricted to use and occupancy by eligible households for a total period of no less than fifty-five (55) years including: o No less than fifty-six (56) affordable units in the Project shall at all times during the term of the Agreement be rented to very low income tenants at 50% Area Median Income (AMI); and o No less than four -hundred ninety-one (491) affordable units in the Project shall at all times during the term of the Agreement be rented to low income tenants at 60% Area Median Income. • Affordable Rent Schedule. The affordable rents shall be determined by the regulatory agreements entered into between the Developer and the California Tax Credit Allocation Committee (CTCAC) and the California Debt Limit Allocation Committee (CDLAC) governing the Project. • Maintenance. The Owner shall, at all times during the term of this Agreement, cause the Property and the Project to be maintained in a decent, safe and sanitary manner. If at any time the Developer fails to maintain the Project then the City shall have the right to enter upon the applicable portion of the Project and perform all acts and work necessary to protect, maintain, and preserve the Project, and to attach a lien upon the Property, or to assess the Property, in the amount of the expenditures arising from such work. • Maintenance Agreement. Developer shall execute a Maintenance Agreement with the City which shall be recorded against the property prior to occupancy. 60A-3 60A-4 Density Bonus Agreement for 2110, 2114, and 2020 East First Street May 7, 2019 Page 4 • Marketing Program. Developer shall prepare and obtain City's approval a marketing program for the leasing of the units at the Project prior to occupancy. • Management Plan. Developer shall submit a "Management Plan" to the City which sets forth in detail Developer's property management duties, a tenant selection process in accordance with the Agreement, a security system and crime prevention program, the procedures for the collection of rent, the procedures for eviction of tenants, the rules and regulations for the Property and manner of enforcement, a standard lease form, an operating budget, the identity and emergency contact information of the professional property management company to be contracted with to provide 24-hour onsite property management services at the Property ("Property Manager'), and other matters relevant to the management of the Property. • Selection of Tenants. The Developer shall give preference in leasing units to households that live and/or work in the City of Santa Ana or who have an active Housing Choice Voucher issued by the Housing Authority of the City of Santa Ana or any other Public Housing Authority. Implementation of the preference will be monitored by staff in the Community Development Agency. • Monitoring. Owner agrees to pay a reasonable fee for the City's obligation to monitor Owners compliance with the affordability restrictions contained in the Agreement. • Application and Financial Preparedness. Developer shall submit for review and approval, a booklet to inform interested persons regarding minimum application and eligibility requirements and to assist interested persons with application and financial preparedness and eligibility for residency at the Project at the initial leasing of the units. Developer shall also hold a minimum of two workshops to be coordinated by the Developer at least 12 months prior to the initial leasing of the units. • Onsite Supportive Services, Programs and Amenities. Throughout the term of the Agreement, Developer shall provide residents of the Project access to discounted or no - cost onsite supportive services, programming, and amenities that promote independent living and include but is not limited to: health and wellness services, transportation services, social activities, and physical or recreational amenities. • Alternative Transportation and Energy Source, Resource Conservation, and LEED Certification. In recognition of the City's desire to optimize the energy efficiency of the Project, Developer agrees to consult with the Project design team, a CABEC certified 2016 Certified Energy Analyst, a LEED AP Homes (low-rise and mid -rise), LEED AP BD+C (high rise), National Green Building Standard (NGBS) Green Verifier, or GreenPoint Rater (one person may meet both of these latter qualifications) early in the Project design process to evaluate a building energy model analysis and identify and consider energy efficiency or generation measures beyond those required by the TCAC minimum construction standards. • Crime Free Housing. Developer shall work with City staff to develop a crime free housing policy, procedure, and design plan. • Onsite Parking Management Plan. Developer shall provide onsite parking for residents and visitors of the Project and actively monitor the parking demand of the Project site. Developer shall continually monitor and take appropriate measures to manage the parking 60A-5 Density Bonus Agreement for 2110, 2114, and 2020 East First Street May 7, 2019 Page 5 demand of the Project site to mitigate the use of offsite parking spaces on private or public properties and/or right-of-way. As part of the Parking Management Plan, Developer must implement a parking shuttle and/or valet service. Prior to issuance of the Certificate of Occupancy, Developer shall submit and obtain approval from the Planning and Building Agency for a Parking Management Plan. The Density Bonus Agreement has been signed by the Developer to acknowledge their acceptance of the terms. The Agreement is not considered final until the City Council has reviewed and approved the Agreement and the Agreement is executed by all parties. Project Description The Project includes demolition of two commercial buildings and construction of an affordable rental family -oriented mixed -use community with 10,000 square feet of leasable commercial space. The Project will contain two structures consisting of a ground -level parking area and five levels of residential above. The original addresses of the two commercial buildings that were demolished were 2110 and 2114 East First Street. The adjacent office building at 2020 East First Street was included in the public noticing. Once constructed, the two new structures will receive new addresses. 2110 will become 2112 East First Street, and 2114 will become 2116 East First Street. The new development does not alter or affect the existing office building located at 2020 East First Street. Although not part of the current entitlement, the applicant has submitted a tentative parcel map application to subdivide the Project site forfinancing purposes in orderto facilitate construction of both buildings. The tentative parcel map application will require review and action by the City's Zoning Administrator. A total of 552 affordable rental units will be provided on the Project site. The project will include one -bedroom units (27), two -bedroom units (239), three -bedroom units (146), and four -bedroom units (140) ranging in size from 610 to 1,266 square feet. All units will contain full kitchens, bedrooms, bathrooms, in -unit storage, and open/common (living) areas. A total of 566 resident and guest parking spaces will be provided in an at -grade parking area beneath the residential levels, as well as 50 parking spaces for the commercial component and 4 spaces for the leasing office and the development's employees. As proposed, the Project requires approval of a waiver from the Metro East Mixed Use (MEMU) overlay district's development standards and concession of the California Government Code Section 65915 (d)(1) for the total number of residential parking spaces per unit. Two (2.0) spaces per unit overall are required by the MEMU and 1.03 spaces per unit are provided. Constructing 2.0 parking spaces per residential unit on the Project site would require the developer to construct an additional level of parking either above- or below -grade resulting in increased construction costs and/or a loss of an entire level of residential units. The potential impacts to the Project and neighborhood resulting from the reduced parking will be mitigated by the inclusion of a parking shuttle and/or valet service on site. The concession for onsite parking was included in the Site Plan Review No. 2017-09 approved by the Planning Commission as conditioned. The Planning Commission Staff Report from June 4, 2018 provides detailed information regarding this concession. The approval of the Density Bonus Agreement is in compliance with Section 41-1600 and Section 41-1904.1, et seq., of the Santa Ana Municipal Code, and Section 65915, et seq., of the California 60A-7 .1 m Density Bonus Agreement for 2110, 2114, and 2020 East First Street May 7, 2019 Page 6 Government Code. However, the approval of the Density Bonus Agreement shall not be construed as approval of the financing requested by the Developer for the Project and does not bind the city in any form to provide future funding for the development of the Project. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal # 3 - Economic Development, Objective #2 (create new opportunities for business/job growth and encourage private development through new General Plan and Zoning Ordinance policies), Objective # 5 (leverage private investment that results in tax base expansion and job creation citywide) and Goal # 5 - Community Health, Livability, Engagement & Sustainability, Objective # 3 (facilitate diverse housing opportunities and support efforts to preserve and improve the livability of Santa Ana neighborhoods). FISCAL IMPACT There is no fiscal impact associated with this action. Steven A. Mendoza Minh Thai Executive Director Executive Director Community Development Agency Planning and Building Agency Exhibits: 1. Density Bonus Agreement 2. Planning Commission Staff Report from June 4, 2018 60A-9 60A-10 EXHIBIT 1 RECORDING REQUESTED BY: AND WHEN RECORDED MAIL TO: City of Santa Ana Clerk of the Council 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, California 92702 Attention: Clerk of the Council Free Recording pursuant to Govemment Code 27383 DENSITY BONUS HOUSING AGREEMENT This DENSITY BONUS HOUSING AGREEMENT ("Agreement'), made and entered into this 16's day of April, 2019 ("Effective Date"), by and between the City of Santa Ana, a charter city and municipal corporation of the State of California ("City"), and Santa Ana Pacific Associates,- A California Limited Partnership, a California limited partnership, and Santa Ana Pacific Associates II, A California Limited Partnership, a California limited partnership (collectively, "Developer"). City and Developer are sometimes referred to collectively as the "Parties" and individually as a "Party." RECITALS A. Developer is the leasehold owner of certain property located within the City of Santa Ana, County of Orange, State of California, commonly known as 2110, 2114, and 2020 East First Street, Santa Ana, California, and legally described as set forth in Exhibit A attached hereto and incorporated herein by this reference as if set forth in full ("Property"). B. Developer is proposing to develop an affordable rental family -oriented mixed use commercial and residential community consisting of 9,998 square feet of leasable commercial area and five -hundred and fifty-two (552) residential units on the Property as more particularly set forth in Density Bonus Application No. 2017-02 and Site Plan Review No. 2017-09 ("Project'). C. Santa Ana Municipal Code sections 41-1600, et seq. ("City Density Bonus for Affordable Housing"), and California Government Code sections 65915, et seq. ("State Density Bonus Law"), set forth a process to provide increased residential densities to property owners who guarantee that a portion of their residential development will be available to low income, very low- income, or senior (also known as "qualified") households. These regulations are intended to materially assist the housing industry in providing adequate and affordable housing for all economic segments of the community and to provide a balance of housing opportunities for very low-income, low income and senior households throughout the city. D. Although the Project is proposing a total number of units (552) that is below the maximum City -prescribed density for the Project site based on its acreage (620), the Developer is able to seek up to three (3) density bonus concessions and a waiver because it is a 100-percent 60A-11 affordable Project. The three (3) requested concessions and the waiver are permitted by State Density Bonus Law. Specifically, Developer is seeking concessions allowed pursuant to Government Code section 65915(d)(1) pertaining to: publicly accessible open space; building setbacks; and, residential parking; as well as a waiver allowed pursuant to Government Code section 65915(e)(1) pertaining to driveway width. E. For the purpose of implementing State Density Bonus Law, City Density Bonus for Affordable Housing, and City Housing Opportunity Ordinance concessions in response to Developer's request for three (3) density bonus concessions and a waiver, Developer has agreed to restrict all Units in the Project, except for five (5) manager's units, to Eligible Households, which includes Very Low Income and Low Income Tenants. F. The Project complies with the affordable housing requirements set forth in the State Density Bonus Law, City Density Bonus for Affordable Housing, and City Housing Opportunity Ordinance. For purposes of this Agreement, the Project shall be the "housing development" as defined in the State Density Bonus Law. G. In light of the purpose of the State Density Bonus Law, City Density Bonus for Affordable Housing, and City Housing Opportunity Ordinance, and the express provisions of Government Code section 65915(n), as well as Santa Ana Municipal Code section 41-1904.1, the City has determined to grant Developer's application for density bonuses and related concessions and incentives. H. This Agreement, and the exhibits attached hereto and incorporated herein by reference, is intended to set forth the terms and conditions for the implementation of the Project's requirement to provide affordable housing units in exchange for receiving the Density Bonus concessions and incentives set forth herein. I. The Developer has paid the City's Density Bonus Setup fee in the amount of $82,084.05. NOW, THEREFORE, in consideration of the above recitals, which are incorporated herein by this reference, and of the mutual covenants contained and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. DEFINITIONS AND EXHIBITS 1.1 Definitions. In addition to the terms that may be defined elsewhere in this Agreement, the following terms when used in this Agreement shall be defined as follows: 1.1.1 "Adjusted for family size appropriate to the unit" shall have the meaning set forth by the California Tax Credit Allocation Committee, from time to time, in administering the low income housing tax credit programs. 2 60A-12 1.1.2 "Affordable Rent" means the maximum Monthly Rent that may be charged to and paid by an Eligible Household for the Affordable Units, as required by the terms of this Agreement. 1.1.3 "Affordable Rent Schedule" means a rent schedule established as of the date of issuance of an occupancy permit (exclusive of tenant utility payments or security deposits) for the required number/percentage of the total number of units in the Project which are to be rented or available for rent to very low or low income tenants. Said Affordable Rent Schedule shall be established at the time of the issuance of the occupancy permit ("Initial Rent Schedule") and shall be created in accordance with the Orange County, California Primary Metropolitan Statistical Area ("PMSA") as published by the United States Department of Housing and Urban Development ("HUD"), adjusted for family size. 1.1.4 "Affordable Units" means five -hundred and fitiv-two (552) units which shall be comprised of twenty-seven (27) one (1) bedroom Units, two -hundred and thirty-nine (239) two (2) bedroom Units, one -hundred and forty-six (146) three (3) bedroom Units, and one -hundred and forty (140) four (4) bedroom Units, ofwhich five (5) Unrestricted Units (i.e. —manager's unit), with unit sizes as may be determined by the Developer. 1.1.5 "Agreement" means this Density Bonus Housing Agreement. 1.1.6 Reserved 1.1.7 "City" means the City of Santa Ana, California 1.1.8 "City Council" means the City Council of the City of Santa Ana. 1.1.9 "City Attorney" means the City Attorney for the City of Santa Ana. 1.1.10 "City Manager" means the City Manager for the City of Santa Ana. 1.1.11 "City's Planning Commission" means the Planning Commission for the City of Santa Ana. 1.1.12 "Density Bonus Housing Agreement Term" means the period during which this Agreement shall be in full force and effect, as provided for in Section 6.1 below. 1.1.13 Reserved 1.1.14 "Developer" means collectively, Santa Ana Pacific Associates, A California Limited Partnership, a California limited partnership, and Santa Ana Pacific Associates II, A California Limited Partnership, a California limited partnership, and their permitted successors and assigns to all or any part of the Property. 1.1.15 "Effective Date" means the date the City Council of City approves this Agreement and from then on this Agreement shall be in full force and effect. 60A-13 1.1.16 "Eligible Household" means a Household whose income does not exceed the qualifying limit for a "very low income tenant" or "lower income tenant" as defined herein, which means persons and families whose income does not exceed the qualifying limit for very low income or lower income households. 1.1.17 "Household" means all persons residing in a Unit. 1.1.18 "Low Income Tenant" means persons and families whose income does not exceed eighty percent (801/o) area median income for the Orange County, California PMSA, adjusted for household size, as published by the California Tax Credit Allocation Committee. 1.1.19 "Median Income" means the Orange County, California area median income, adjusted for family size appropriate to the unit, as periodically published by the California Tax Credit Allocation Committee. 1.1.20 "Monthly Rent" means the total of monthly payments for (a) use and occupancy of each Affordable Unit and land and facilities associated therewith, (b) any separately charged fees or service charges assessed by Developer which are required of all tenants, other than security deposits, application fees or credit check fees (c) a reasonable allowance for an adequate level of service of utilities not included in (a) or (b) above, including garbage collection, sewer, water, electricity, gas and other heating, cooking and refrigeration fuels, but not including telephone or cable service, and (d) possessory interest, taxes or other fees or charges assessed for use ofthe land and facilities associated therewith by a public or private entity other than Developer. In the event that certain utility charges are paid by the landlord rather than the tenant, no utility a]lowance shall be deducted from the rent for that type of utility charge. 1.1.21 "Project" means that certain residential development as more particularly described in Recital B and Section 2 of this Agreement. 1.1.22 "Property" means that certain real property more particularly described in the legal description in Exhibit A and improvements thereon. 1.1.23 "State Density Bonus Law" means Government Code sections 65915, et seq., as they exist on the Effective Date. 1.1.24 "Unit" means a residential dwelling unit within the Project to be constructed by Developer pursuant to this Agreement. 1.1.25 "Unrestricted Units" means the Units within the Project to he constructed by Developer to a Household without restriction (i.e. — manager's unit). 1.1.26 "Very Low Income Tenant' means persons and families whose income does not exceed fifty (50%) of the area median income for the Orange County, Califomia PMSA, adjusted for household size, as published by the California Tax Credit Allocation Committee. 60A-14 1.2 Exhibits. The following documents are attached to, and by this reference made a part of, this Agreement: 1.2.1 Exhibit A — Legal Description of the Property 1.2.2 ExhibitB— TenantVerification 2. DEVELOPMENT OF THE PROPERTY 2.1 Project. Developer shall develop, operate, and maintain the Property as a five - hundred and fifty-two (552) Unit affordable rental family -oriented mixed -use commercial and residential community. 2.2 Density Bonus, The Project shall have five -hundred and fifty-two (552) Units, to be rented, occupied, operated, and maintained pursuant to the terms and conditions of this Agreement. Developer understands and agrees that Developer is not utilizing a density bonus increase provided by the State Density Bonus Law or a density bonus provided by the City's Housing Opportunity Ordinance. However, Developer is only proposing five -hundred and fifty- two 552 Units, so Developer shall not construct or develop, or otherwise claim a right to construct or develop any additional State and/or City Density Bonus Units on the Property. 2.3 Development Concessions and Waivers. As set forth in the City entitlements, Developer petitioned for and was granted the following concessions and waivers as part of the approval of Site Plan Review No. 2017-09 for the Project: 2.3.1 The residential parking requirements for the Project shall be reduced from two (2) spaces per unit overall to.1.03 spaces per unit. 2.3.2 The publicly accessible open space requirement calculation shall be reduced from 15% of total lot area to less than 2°/u of total lot area. 2.3.3 The building front yard setback requirement shall be amended from a minimum of twenty (20) feet to a minimum of six (6) feet. The building side yard setback requirement shall be amended from a minimum of ten (10) feet to a minimum of six (6) feet. The building rear yard setback requirement shall be amended from a minimum of one hundred (100) feet to a minimum of forty-five (45) feet. 2.3.4 The driveway width requirement shall be increased from a maximum of twenty-four (24) feet to thirty-eight to forty-six (38-16) feet. 2.4 In exercising the rights granted to the developer under AB 744 the parking requirements for the Project shall be reduced in accordance with Government Code Section 65915(p), such that a total of 566 resident and guest parking spaces will be provided in an at -grade parking area beneath the residential levels, as well as 50 parking spaces for the commercial component and 4 spaces for the leasing office and the development's employees. 60A-15 2.5 No Further Concessions or Incentives. Developer acknowledges and agrees that the waivers and incentives set forth in section 2.3 above fully satisfy any duty City may have under the Santa Ana Municipal Code, the Density Bonus law, or any other law or regulation applicable to the Project, to provide any development incentive or to waive any building, zoning, or other requirement. By this Agreement, Developer releases any and all claims Developer may have against City in any way relating to or arising from City's obligation to waive requirements of or provide development incentives pursuant to any state, federal, or local law, rule, or regulation applicable to the Project. 2.6 Unrestricted Units. The Project, for purposes of this Agreement, may have no more than five 5 Unrestricted Units (i.e. — manager's unit) with unit sizes as may be determined by the Developer. Developer may alter the unit distribution of the Unrestricted Units in Developer's discretion, provided that the Project has the minimum number of Affordable Units and the minimum distribution thereof as specified in this Agreement. 2.7 Affordable Units. The Project, for purposes of this Agreement, shall have no less than five -hundred. forty-seven (547) Units designated as Affordable Units pursuant to the terms and conditions ofthis Agreement. The Affordable Units shall be consistent with all City approvals, and shall be located throughout the Project. 2.8 Minimum Development Standards for Affordable Units. The Affordable Units shall be constructed with the same exterior appearance and interior features, fixtures, and amenities, and shall use the same type and quality of materials as provided for any Unrestricted Units, regardless of whether such Unrestricted Units are in the Project. 2.9 Permits and Processing: Compliance with Laws. Developer at its sole cost and expense shall secure or cause to be secured any and all permits that may be required by City or any other federal, state, or local governmental entity having or claiming jurisdiction over the Property or Project. Upon securing any and all permits, Developer shall carry out and perform the development, operation, and maintenance of the Project in conformity with all applicable federal, state, and local laws and regulations, and all conditions of approval issued by the City Council and City's Planning Commission for the Project. Any changes to the Project shall be reviewed by the City to determine compliance with this Agreement. If any changes to the Project shall materially alter the ability of Developer to comply with any terms of this Agreement in City's sole determination, then City shall have the option to declare this Agreement null and void in its sole discretion. 2.10 Relocation Prior to Develonment of Proiect. If relocation is required prior to the completion of development of the Project, Developer shall have the sole and exclusive responsibility for providing relocation assistance and paying all relocation costs as may be required to comply with applicable federal and state laws and regulations. In addition to any other indemnity provided by Developer under this Agreement, Developer shall indemnify, defend (with counsel of City's choosing and the consent of Developer, which shall not be unreasonably withheld, and which may be joint defense counsel upon City's and Developer's consent), and hold harmless City and all of its officials, officers, employees, representatives, volunteers and agents from any and all �• •. alleged or actual claims, causes of action, liabilities, and damages from any third party for relocation assistance, benefits and costs prior to the completion of the development of the Project. 2.11 Local Sourcing Plan. Developer agrees to make a good faith effort to encourage contractors and suppliers to hire and procure locally, to the extent that it is cost effective and does not delay the overall project development schedule. Prior to issuance of Building Permit, Developer shall develop and submit to the Community Development Agency (the "CDA') a local sourcing plan for the Project targeting, to the extent feasible, the hiring of qualified workers, construction contractors, or the purchasing of goods locally within the City of Santa Ana. The plan must be reviewed and approved by the CDA which if not granted or denied within five (5) Business Days, shall be deemed approved (with such approval not to be unreasonably withheld) and be implemented for the construction of the project prior to issuance of Building Permit. 2.12 Mechanic's Liens: Indemnification. Developer shall take all actions reasonably necessary to remove any future mechanic's liens or other similar liens (including design professional liens) against the Property or Project, or any part thereof; by reason of work, labor, services, or materials supplied or claimed to have been supplied to Developer or anyone holding the Property or Project, or any part thereof, through or under Developer. Prior to the recording of this Agreement (or memorandum thereof) pursuant to Section 4.1 below, Developer shall provide evidence from the Title Company of any new recordings against the Property or Project. City hereby reserves all rights to post notices of non -responsibility and any other notices as may be appropriate upon a filing of a mechanic's lien. In addition to any other indemnity provided by Developer under this Agreement, Developer shall indemnify, defend (with counsel of City's choosing and the consent of Developer, which shall not be unreasonably withheld, and which may be joint defense counsel upon City's and Developer's consent), and hold harmless City and all of its officials, officers, employees, representatives, volunteers and agents from any and all alleged or actual claims, causes of action, liabilities; and damages from any third party by. reason of a mechanic's lien or work, labor, services, or materials supplied or claimed to have been supplied to Developer or anyone holding the Property or Project, or any part thereof, through or under Developer. 3. AFFORDABILITY 3.1 Total Affordability Term. Each Affordable Unit shall be restricted to use and occupancy by an Eligible Household for a total period of no less than fifty-five (55) years ("Total Affordability Term"). The Total Affordability Term for an Affordable Unit shall commence on the date that the Affordable Unit receives all required occupancy permits from the City. Byway of explanation of the foregoing two sentences, it is possible that the Total Affordability Period for one Affordable Unit will neither commence on the same date nor terminate on the same date as another Affordable Unit, and it is possible that the Total Affordability Terms for all Affordable Units will commence on different days and terminate on different days. 3.2 Memorializing Commencement of total AffordabilitvTerm. Developer shall keep detailed records of the commencement date of the Total Affordability Term for each Affordable Unit. City shall have the right to review and verify said records to ensure that the commencement date specified by Developer for an Affordable Unit coincides with the date that the initial 60A-17 Affordable Unit received all permits from City required for occupancy of the Unit. In the event that a conflict exists between the date specified by Developer for the commencement of the Total Affordability Term for an Affordable Unit and the date specified by City's issuance of all required permits for occupancy of the Unit, the date specified by City's issuance of all required permits for occupancy of the Unit shall control. 3.3 Levels of Affordability. 3.3.1 Very Low Income Tenants. Developer covenants that no less than fifty-six (56) Affordable Units in the Project shall at all times during the Density Bonus Housing Agreement Term be rented to, or held vacant and available for immediate occupancy by Very Low Income Tenants, at a rent that does not exceed thirty percent (30%) of fifty percent (50°/n) of the area median income, as adjusted for household size, including an allowance for utilities. 3.3.2 Low Income Tenants. Developer covenants that no less than four hundred. ninety-one (491) Affordable Units in the Project shall at all times during the Density Bonus Housing Agreement Term be rented to, or held vacant and available for immediate occupancy by Lower Income Tenants, at a rent that does not exceed thirty percent (30%) of sixty percent (60%) of the area median income, as adjusted for household size, including an allowance for utilities. 3.4 Affordable Rental Schedule. The Affordable Rental Schedule shall be determined by the regulatory agreements entered into between the Developer and the California Tax Credit Allocation Committee (CTCAC) and the California Debt Limit Allocation Committee (CDLAC) governing the project. 4. OWNERSHIP AND OPERATION OF THE PROJECT BY OWNER 4.1 RecordineofDocuments. No later than issuance of building permits for the Project, Developer and the City shall record or cause to be recorded in the Official Records for Orange County, California, an executed original of this Agreement. City shall cooperate with Developer in promptly executing in recordable form this Agreement. Upon the date of recording, the terms and conditions of this Agreement shall be binding upon and run with the Property and the Project. It is the express intent and agreement between the Parties that this Agreement shall remain binding and enforceable against the Property, the Project, and the Units to ensure compliance with the State Density Bonus Law, City Density Bonus Law, and the City Housing Opportunity Ordinance, and to ensure the continued supply of Affordable Units in the Project. 4.2 Rental of Units. Upon the completion of construction of the Project and receipt by Developer of all required permits for the occupancy of the Units, Developer shall rent or cause to be rented each Affordable Unit for the Total Affordability Term for such Affordable Unit in accordance with the terms and conditions set forth in this Agreement, which provide among other terms and conditions for the rental of each Affordable Unit at an Affordable Rent to an Eligible Household for the Total Affordability Term. �. 1 4.3 Location of Affordable Units. During the Density Bonus Housing Agreement Term, the Affordable Units shall be disbursed throughout the Project in accordance with the terms and conditions set forth in this Agreement. 4.4 Occupancy Levels. The number of persons permitted to occupy each Affordable Unit shall not exceed the occupancy permitted pursuant to the requirements of the United States Department of Housing and Urban Development. In the event that a household residing in an Affordable Unit exceeds the permitted number of persons, then that household shall be placed on the waiting list for the appropriate -sized unit and be eligible for transfer when that unit becomes available. If the household refuses to transfer to the appropriate -sized unit then the Owner will have grounds to terminate that household's lease. 4.5 Use of the Property. All uses conducted on the Property, including, without limitation, all activities undertaken by the Developer pursuant to this Agreement, shall conform to all applicable provisions of the Santa Ana Municipal Code and other applicable federal, state, and local laws, rules, and regulations. The Project shall at all times during the term of this Agreement be used as an apartment complex and none of the Housing Units in the Project shall at any time be utilized on a transient basis, nor shall the Property or any portion thereof ever be used as a hotel, motel, dormitory, fraternity or sorority house, rooming house, hospital, nursing home, sanitarium or rest home, or be converted to condominium ownership. All of the community facilities and any social programs provided to the Project's residents shall be available on an equal, nondiscriminatory basis to residents of all Housing Units at the Project. 4.6 Maintenance. Owner shall, at all times during the term of this Agreement, cause the Property and the Project to be maintained in a decent, safe and sanitary manner, regardless of cause of the disrepair. Owner shall be fully and solely responsible for costs of maintenance, repair, addition and improvements. City, and any of its employees, agents, contractors or designees shall have the right to enter upon the Property at reasonable times and in a reasonable manner to inspect the Project. If at any time Developer fails to maintain the Project or the Property in accordance with this Agreement and such condition is not corrected within five (5) days after written notice from City with respect to debris and waste material, or thirty (30) days after written notice from City with respect to general maintenance, landscaping and building improvements, then City, in addition to whatever remedy it may have at law or at equity, shall have the right to enter upon the applicable portion of the Project or the Property and perform all acts and work necessaryto protect, maintain, and preserve the Project and the Property, and to attach a lien upon the Property, or to assess the Property, in the amount of the expenditures arising from such acts and work of protection, maintenance, and preservation by City and/or costs of such cure, including a reasonable administrative charge, which amount shall be promptly paid by Developer to City upon demand. 4.6.1 Property Maintenance Agreement. Subject to review and applicability by the Planning and Building Agency (the "PBA"), the CDA, the Public Works Agency (the "PWA"), and the City Attorney to ensure that the property and all improvements located thereupon are properly maintained, Developer (and the owner of the property upon which the authorized use and/or authorized improvements are located if different from the applicant) shall execute a maintenance agreement with the City of Santa Ana prior to occupancy which shall be recorded against the property and which shall be in a form reasonably satisfactory to the City Attorney. The 9 60A-19 maintenance agreement shall contain covenants, conditions and restrictions relating to the following: (a) Compliance with operational conditions applicable during any period(s) of construction or major repair (e.g., proper screening and securing of the construction site; implementation of proper erosion control, dust control and noise mitigation measure; adherence to approved project phasing etc.); (b) Compliance with ongoing operational conditions, requirement and restrictions as applicable, the proper storage and disposal of trash and debris, and/or restrictions on certain uses; (c) Ongoing compliance with approved design and construction parameters, signage parameters and restrictions as well as landscape designs, as applicable; (d) Ongoing maintenance, repair and upkeep of the property and all improvements located thereupon (including but not limited to controls on the proliferation of trash and debris about the property; the proper and timely removal of graffiti; the timely maintenance, repair and upkeep of damaged, vandalized and/or weathered buildings, structures and/or improvements; the timely maintenance, repair and upkeep of exterior paint, parking striping, lighting and irrigation fixtures, walls and fencing, publicly accessible bathrooms and bathroom fixtures, landscaping and related landscape improvements and the like, as applicable); (e) If Developer and the owner of the property are different (e.g., if the applicant is a tenant or licensee of the property or any portion thereof), both the applicant and the owner of the property shall be signatories to the maintenance agreement and both shall be jointly and severally liable for compliance with its terms; (f) The maintenance agreement shall further provide that any party responsible for complying with its terms shall not assign its ownership interest in the property or any interest in any lease, sublease, license or sublicense, unless the prospective assignee agrees in writing to assume all of the duties and obligations and responsibilities set forth under the maintenance agreement; (g) The maintenance agreement shall contain provisions relating to the enforcement of its conditions by the City and shall also contain provisions authorizing the City to recover costs and expenses which the City may incur arising out of any enforcement and/or remediation efforts which the City may undertake in order to cure any deficiency in maintenance, repair or upkeep or to enforce any restrictions or conditions upon the use of the property. The maintenance agreement shall further provide that any unreimbursed costs and/or expenses incurred by the City to cure a deficiency in maintenance or to enforce use restrictions shall become a lien upon the property in an amount equivalent to the actual costs and/or expense incurred by the City; and, 10 60A-20 (h) The execution and recordation of the maintenance agreement shall be a condition precedent to the issuance of the Certification of Occupancy. 4.7 Marketing Program. Each Affordable Unit shall be leased to Eligible Households selected by Developer who meet all of the requirements provided herein. Prior to Certificate of Occupancy, Developer shall prepare and obtain City's approval, which approval shall not be unreasonably withheld, of a marketing program for the leasing of the Housing Units at the Project ("Marketing Program"). The leasing of the Housing Units shall thereafter be marketed in accordance with the Marketing Program as the same may be amended from time to time with City's prior written approval, which approval shall not unreasonably be withheld. Upon request, Developer shall provide City with periodic reports with respect to the leasing ofthe Housing Units. 4.8 Management Plan. Prior to Certificate of Occupancy, Developer shall submit for the reasonable approval of City a "Management Plan" which sets forth in detail Developer's property management duties, a tenant selection process in accordance with this Agreement, a security system and crime prevention program, the procedures for the collection of rent, the procedures for eviction of tenants, the rules and regulations for the Property and manner of enforcement, a standard lease form, an operating budget, the identity and emergency contact information of the professional property management company to be contracted with to provide 24-hour onsite property management services at the Property ("Property Manager"), and other matters relevant to the management of the Property. The Management Plan shall require Developer to adhere to a fair lease and grievance procedure. The management of the Property shall be in compliance with the Management Plan as approved by City. If City determines that the performance of the Property Manager is deficient based upon the standards set forth in the approved Management Plan and in this Agreement, City shall provide notice to Developer of such deficiencies and Developer shall use its best efforts to correct such deficiencies. In the event that such deficiencies have not been cured within thirty (30) days, City shall have the right to require Developer to immediately remove and replace the Property Manager with another property manager or property management company which is reasonably acceptable to the City Manager, which is not related to or affiliated with Developer, and which has not less than five (5) years experience in property management, including significant experience managing housing facilities of the size, quality and scope of the Project. 4.9 Selection of Tenants. 4.9.1 Developer shall be responsible for the selection of tenants for the Housing Units in compliance with lawful and reasonable criteria and the requirements of this Agreement. Developer agrees that all of Affordable Units will be available to families or qualifying residents as defined under California Civil Code section 51.3. 4.9.2 Local preference for Santa Ana residents and workers in tenant selection shall be a requirement of the Project. Subject to applicable laws and regulations governing nondiscrimination and preferences in housing occupancy required by the State of California, the Developer shall give preference in leasing units to households that live and/or work in the City of 11 60A-21 Santa Ana or who have an active Housing Choice Voucher issued by the Housing Authority of the City of Santa Ana or any other Public Housing Authority. 4.9.3 Prior to the rental or lease of an Affordable Unit to a tenant(s), Developer shall require the tenant(s) to execute a written lease and to complete a Tenant Income Verification Form (in substantially the form attached hereto as Exhibit B) certifying that the tenant(s) occupying the Affordable Unit is/are an Eligible Household and otherwise meet(s) the eligibility requirements established for the Affordable Unit. Developer shall verify the income of the tenant(s) as set forth herein. 4.10 Income Verification and Certification. Owner covenants to City that it will at all times abide by all specific compliance standards set forth in the regulatory agreements entered into between the Owner and the California Tax Credit Allocation Committee (CTCAC) and the California Debt Limit Allocation Committee (CDLAC), including but not limited to such standards as relate to the number of very -low and low income affordable units by number of bedrooms, standards for qualifying household incomes and other qualifying criteria. Owner shall provide City with a certified copy of each of the recorded Regulatory Agreements applicable to the Project. The compliance standards set forth in said Regulatory Agreements are hereby incorporated by reference as fully set forth herein. In the event of a conflict between this Agreement and the Regulatory Agreements: (1) the more stringent requirement shall prevail if such interpretation eliminates the relevant conflict; or (2) the Regulatory Agreements, or any of them, shall prevail. Developer agrees to make a good faith effort to verify that the income and asset statement provided by an applicant in an income certification is accurate by taking at least one of the following steps as a part of the verification process: (1) obtain three months consecutive pay stubs for the most recent pay period, (2) obtain an income tax return for the most recent tax year, (3) obtain an income verification form from the applicant's current employer, (4) obtain an income verification form from the Social Security Administration and/or the California Department of Social Services if the applicant receives assistance from either of such agencies, or (5) if the applicant is unemployed and has no such tax return, obtain another form of independent verification. 4.11 Monitorine and Recordkeenine. Throughout the Term of this Agreement, Developer shall annually complete and submit to City a Certification of Continuing Program Compliance in the form provided by City. Owner agrees to pay a reasonable fee, as set by City resolution, for the purpose of paying the actual costs associated with the City's obligation to monitor Owner's compliance with the affordability restrictions contained in this Agreement related to the Density Bonus units, not to exceed monitoring costs for up to 133 units. The City shall first start with the review of all reports and monitoring prepared by Owner for the California Tax Credit Allocation Committee (CTCAC) and the California Debt Limit Allocation Committee (CDLAC) each year. Representatives of City shall be entitled to enter the Property if necessary after review of above documentation, upon at least forty-eight (48) hour notice, to monitor compliance with this Agreement, and shall be entitled to inspect the records of the Project and to conduct an independent audit or inspection of such records at a location within the City that is reasonably acceptable to the City. Developer agrees to cooperate with City in making the Property and the 12 60A-22 records of the Project available for such inspection or audit. Developer agrees to maintain each record of the Project for no less than five (5) years after creation of each such record. Developer shall allow the City to conduct annual inspections of each of the Affordable Units on the Property after the date of construction completion, with reasonable notice. Developer shall cure any defects or deficiencies found by the City while conducting such inspections within ten (10) Business Days of written notice thereof, or such longer period as is reasonable within the sole discretion of the City. 4.12 Application and Financial Preparedness. Developer shall submit for review and approval by the CDA and the PBA, a booklet completed by the Developer at least 12 months prior to the initial leasing of the units. This booklet can be made available at the Property Manager's office or at another location agreed upon by the Owner, the CDA, and the PBA. The purpose of this booklet is to inform interested persons regarding minimum application and eligibility requirements and to assist interested persons with application and financial preparedness and eligibility for residency at the Project at the initial leasing of the units. Developer shall also work with CDA to hold a minimum of two workshops to be coordinated by the Developer at least 12 months prior to the initial leasing of the units. 4.13 Onsite Supportive Services. Programs and Amenities. Throughout the Term of this Agreement, and to the extent such can be coordinated with and largely supplied by philanthropic and other social welfare providers, Developer shall provide residents of the Project access to discounted or no -cost onsite supportive services, programming, and amenities that promote independent living and include but are not limited to: health and wellness services, transportation services, social activities, and physical or recreational amenities. 4.14 Alternative Transportation and Enerev Source. Resource Conservation. and LEED Certification. While not a condition of the project's Density Bonus, in recognition of the City's desire to optimize the energy efficiency of the project, Developer agrees to consult with the project design team, a CABEC certified 2016 Certified Energy Analyst, a LEED AP Homes (low-rise and mid -rise), LEED AP BD+C (high rise), National Green Building Standard (NGBS) Green Verifier, or GreenPoint Rater (one person may meet both of these latter qualifications) early in the project design process to evaluate a building energy model analysis and identify and consider energy efficiency or generation measures beyond those required by the TCAC minimum construction standards. Prior to the meeting, the energy analyst shall complete an initial energy model based on either current T24 standards or, if the project is eligible, the -California Utility Allowance Calculator using best available information on the project. To the extent financially feasible for the project, Developer agrees to incorporate and optimize energy efficient building materials, methods, and amenities. 4.15 Reserved. 4.16 Onsite Property Manager. The Project shall include the provision to have 24-hour on - site Property Management services and personnel. Up-to-date 24-hour contact information for the on -site personnel shall be provided to the following City Agencies on an ongoing basis: (a) Police Department 13 60A-23 (b) Fire Department (c) Planning and Building Agency (d) Community Development Agency 4.17 Emergency Evacuation Plan. Developer shall submit and obtain approval of an Emergency Evacuation Plan (the EEP) from City Police and Fire Protection agencies prior to issuance of a Certificate of Occupancy. Up-to-date 24-hour emergency contact information for the on -site personnel shall be provided to the City on an ongoing basis and the approved EEP shall be kept onsite and also be submitted to the following City Agencies: (a) Police Department (b) Fire Department (c) Planning and Building Agency (d) Community Development Agency 4.18 Crime Free Housing. Developer shall work with City Staff to develop a crime free housing policy, procedure, and design plan (the "CFH Plan"). Developer shall submit and obtain approval from the PBA the CFH Plan meeting the requirements of this Subsection 4.18 prior to issuance of the Certificate of Occupancy. The approved CFH Plan shall be implemented and administered by Property Management. 4.19 Onsite Parkins Management Plan. Developer shall provide onsite parking for residents and visitors of the Project and actively monitor the parking demand of the Project site. Developer shall continually monitor and take appropriate measures to manage the parking demand of the Project site to mitigate the use of offsite parking spaces on private or public properties and/or right-of-way. Prior to issuance of the Certificate of Occupancy, Developer shall submit and obtain approval from the PBA a Parking Management Plan (the "PMP") meeting the requirements of this Subsection.4.19. The approved PMP shall be adhered to and be enforced by the Project at all times. 4.20 Parking Shuttle and/or Valet Service. (a) Developer must identify which parking lots have agreed to rent out parking spaces for the valet service; (b) Developer must identify specific shuttle stop locations and must obtain approval from the Orange County Transportation Authority (OCTA) to utilize its bus stops/pullouts as part of its shuttle service operations; (c) All residents of driving age must disclose any owned, leased, or rented vehicles to be permitted to park on the project site or any properties as part of the valet or shuttle service; (d) Each tenant must agree to terms prohibiting parking of his or her vehicle on any City -owned property; (e) Every such agreement must contain penalties/consequences for violating the terms of the agreement; (t) Terms shall also be incorporated into the City's housing plan or agreement for the Project; (g) The shuttle shall be operated by the Developer and be at the Developer's expense; 14 60A-24 (h) The Developer and/or management company shall maintain a copy of the shuttle's operating plan, including days, times, and frequency of service, with the City's Planning Division and Public Works Agency; (i) The City can record a lien to collect any unpaid fines or monitoring costs; (j) The City may require the Developer and/or management company to include lease provisions that limit the number of vehicles a tenant may possess during the term of occupancy; and, (k) The Developer and/or management company shall work with the City's Planning Division, Public Works Agency, and City Attorney's Office to document and record the agreement. 4.21 Prior to issuance of building permits for above -ground construction, the Developer shall provide the City of Santa Ana a copy of a recorded easement for reciprocal access (ingress, egress, and fire access) for any and all proposed shared drive aisle(s) between the project site and the adjacent property to the west. 5. [INTENTIONALLY RESERVED] 6. TERM OF THIS AGREEMENT 6.1 Term. The term of this Agreement ('Density Bonus Housing Agreement Term") shall commence on the Effective Date and shall continue until the date that is fifty-five (55) years after the City issues the last certificate of occupancy for the Project. 7. DEFAULT AND TERMINATION: INDEMNIFICATION 7.1 Default. Failure or delay by any Party to perform any term or provision of this Agreement, which is not cured within thirty (30) days after receipt of notice from the other Party specifying the default (or such other period specifically provided herein), constitutes a default under this Agreement; provided, however, if such default is ofthe nature requiring more than thirty (30) days to cure, the defaulting Party shall avoid default hereunder by commencing to cure within such thirty (30) day period, and thereafter diligently pursuing such cure to completion within an additional sixty (60) days following the conclusion of such thirty (30) day period (for a total of ninety (90) days). Except as required to protect against further damages, the injured Party may not institute proceedings against the Party in default until the time for cure has expired. Failure or delay in giving such notice shall not constitute a waiver of any default, nor shall it change the time of default. 7.2 Riahts and Remedies Cumulative. The rights and remedies of the Parties are cumulative, and the exercise by either Party of one or more of its rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other Party. 7.3 Indemnification. In addition to any other indemnity specifically provided in this Agreement, Developer agrees to defend (with counsel of City's choosing and the consent of Developer, which shall not be unreasonably withheld, and which may be joint defense counsel 15 60A-25 upon City's and Developer's consent) indemnify and hold harmless City and its respective officers, officials, agents, employees, representatives, and volunteers (collectively, "Indemnitees") from and against any loss, liability, claim, or judgment arising from any act or omission of Developer in connection with its obligations under this Agreement, except to the extent caused by the active negligence or willful misconduct of Indemnitees. 8. ASSIGNMENT: COVENANTS RUN WITH THE LAND 8.1 Assignment by Developer. 8.1.1 Prohibited Transfers or Assignments. Except as authorized in Section 8.1.2 below, Developer shall not sell, transfer, or assign the Property or Project in whole or in part, or transfer or assign Developer's rights and obligations in this Agreement, without City's prior written approval, which shall not be unreasonably withheld. Except for Permitted Transfers set forth in Section 8.1.2 below, Developer shall: (i) notify City in writing of the sale, transfer, or assignment of all or any portion of the Property, and (ii) deliver to City an assignment and assumption agreement (or other agreement) in a form approved by City and executed by Developer and its transferee/assignee pursuant to which Developer's transferee/assignee assumes all of Developer's covenants and obligations set forth herein with respect to the Property or the portion thereof so transferred. Any request for transfer or assignment of the Agreement by Developer shall require the payment of fees or a deposit to compensate the City for approximate expenses incurred by Developer to City, as applicable, for the City's review of the request. 8.1.2 Sale of Property/Change of Use: Owner agrees and declares that the Property and the Project shall be held, conveyed, mortgaged, encumbered, leased, rented, used, occupied, operated, sold, and approved subject to all obligations set forth or incorporated in this Agreement, all of which are for the purpose of enhancing and protecting the value and attractiveness of the Property and the Project. All of the obligations set forth or incorporated in this Agreement shall constitute covenants which run with the land and shall be binding on Owner and its successors and assigns, and all parties having or acquiring any right, title or interest in, or to any part of the Property or Project. Owner further understands and agrees that the Density Bonus permit approvals received for this Project have been made on the condition that Owner and all subsequent owners, or other successors and assigns of the Property and/or Project lease and rent the Units in accordance with the terns and conditions stipulated in Sections 4, 5 and 6 of this Agreement for a term of 55 consecutive years commencing upon the date that the Project is first occupied. 8.1.3 Subsequent Assignment. As used in this Agreement, the term "Developer" shall be deemed to include any such transferee or assignee after the date such sale, transfer, or assignment occurs in compliance with this Agreement. 8.1.4 Unpernitted Assignments Void. Any sale, transfer, or assignment made in violation ofthis Agreement shall be null and void, and City shall have the right to pursue any right or remedy at law or in equity to enforce the provisions of the restriction against unpermitted sales, transfers, or assignments. 16 �• •. 8.2 Covenants Run with the Land. The Property shall be held, sold, conveyed, hypothecated, encumbered, used, occupied and improved subject to the covenants, conditions, and restrictions set forth herein. The covenants, conditions, restrictions, reservations, equitable servitudes, liens and charges set forth in this Agreement shall run with the Property and shall be binding upon Developer and all persons having any right, title or interest in the Property, or any part thereof, their heirs, and successive owners and assigns, shall inure to the benefit of City and its successors and assigns, and may be enforced by City and its successors and assigns. The covenants established in this Agreement shall, without regard to technical classification and designation, be binding for the benefit and in favor of City and its successors and assigns, and the parties hereto expressly agree that this Agreement and the covenants herein shall run in favor of City, without regard to whether City is or remains an owner of any land or interest therein to which such covenants relate. However, all such covenants and restrictions shall be deemed to run in favor of all real property owned by City which real property shall be deemed the benefited property of such covenants and this Agreement shall create equitable servitudes and covenants appurtenant to all real property owned by City and running with the Property in accordance with the provisions of Civil Code Section 1468. Furthermore, all of the covenants, conditions, and restrictions contained herein shall also constitute easements in gross running in favor of City. City is deemed the beneficiary of the terms and provisions of this Agreement and of the covenants running with the land, for and in its own right and for the purposes of protecting the interests of the community and other parties, public or private, in whose favor and for whose benefit this Agreement and the covenants running with the land have been provided. Developer hereby declares its understanding and intent that the burden of the covenants set forth herein touch and concern the land and that the Developer's interest in the Property is rendered less valuable thereby. Developer hereby further declares its understanding and intent that the benefit of such covenants touch and concern the land by enhancing and increasing the enjoyment and use of the Property by the citizens of City and by furthering the health, safety, and welfare of the residents of City. 9. MISCELLANEOUS 9.1 Entire Agreement. This Agreement and all of its exhibits and attachments set forth and contain the entire understanding and agreement of the parties, and there are no oral or written representations, understandings or ancillary covenants, undertakings or agreements which are not contained or expressly referred to herein. No testimony or evidence of any such representations, understandings or covenants shall be admissible in any proceeding of any kind or nature to interpret or determine the terms or conditions of this Agreement. 9.2 Amendment. Any alteration, change or modification of or to this Agreement, in order to become effective, shall be made in writing and in each instance approved by the City Council and signed on behalf of each party. Any requested alteration, change or modification of the Agreement by Developer shall require the payment of fees or deposit by Developer to City, as applicable, for the City's review of the request. Each alteration, change, or modification to this Agreement shall be recorded against the Site in the Official Records of Orange County, California. 17 60A-27 9.3 Notices. 9.3.1 Delivery. As used in this Agreement, "notice" includes, but is not limited to, the communication of notice, request, demand, approval, statement, report, acceptance, consent, waiver, appointment or other communication required or permitted hereunder. All notices shall be in writing and shall be considered given either: (i) when delivered in person to the recipient named below; or (ii) on the date of delivery shown on the return receipt, after deposit in the United States mail in a sealed envelope as either registered or certified mail with return receipt requested, and postage and postal charges prepaid, and addressed to the recipient named below; or (iii) two (2) days after deposit in the United States mail in a sealed envelope, first class mail and postage prepaid, and addressed to the recipient named below; or (iv) one (1) day after deposit with a known and reliable next -day document delivery service (such as Federal Express), charges prepaid and delivery scheduled next -day to the recipient named below, provided that the sending party receives a confirmation of delivery from the delivery service provider; or (v) the first business day following the date of transmittal of any facsimile, provided confirmation of successful transmittal is retained by the sending Party. All notices shall be addressed as follows: If to City: City of Santa Ana Community Development Agency 20 Civic Center Plaza (M-26) P.O. Box 1988 Santa Ana, California 92702 Attention: Housing Manager With a copy to: Office of the City Attorney City of Santa Ana 20 Civic Center Plaza, 7th Floor (M-29) Santa Ana, California 92702 If to Developer: Santa Ana Pacific Associates, A California Limited Partnership Santa Ana Pacific Associates II, A California Limited Partnership 430 E. State Street, Suite 100 Eagle, Idaho 83616 With a copy to: BCP/First Point 1, LLC BCP/First Point II, LLC c/o Boston Capital Partners One Boston Place, 21It Floor Boston, MA 02108 Attention: Asset Management (First Point Apartments) 9.3.2 Change of Address. Either Party may, by notice given at any time, require subsequent notices to be given to another person or entity, whether a party or an officer or representative of a party, or to a different address, or both. Notices given before actual receipt of notice of change shall not be invalidated by the change. 18 9.4 Severability. If any term, provision, covenant or condition of this Agreement shall be determined invalid, void or unenforceable, the remainder ofthis Agreement shall not be affected thereby to the extent such remaining provisions are not rendered impractical to perform, taking into consideration the purposes of this Agreement. 9.5 Interpretation and Governing Law. This Agreement and any dispute hereunder shall be governed and interpreted in accordance with the laws of the State of California without regard to conflict of law principles. This Agreement shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the Parties hereto, and the rule of construction to the effect that ambiguities are to be resolved against the drafting Party shall not be employed in interpreting this Agreement, all Parties having been represented by counsel in the negotiation and preparation hereof. 9.6 Section Headings. All section headings and subheadings are inserted for convenience only and shall not affect any construction or interpretation of this Agreement. 9.7 Singular and Plural. As used herein, the singular of any word includes the plural, and vice versa, as context so dictates. Masculine, feminine, and neuter forms of any word include the other as context so dictates. 9.8 Joint and Several Oblieations.Ifatany time during the term ofthis Agreement the Property and/or Project is owned, in whole or in part, by more than one Developer, all obligations of such Developer under this Agreement shall be joint and several, and the default of any such Developer shall be the default of all such Developers. 9.9 Time of Essence. Time is of the essence in the performance of the provisions of this Agreement as to which time is an'element. 9.10 Conimitation of Days. Unless otherwise specified in this Agreement or any Exhibit attached hereto, use of the term "days" shall mean calendar days. For purposes of this Agreement and all Exhibits attached hereto, "business days" shall mean every day of the week except Saturdays, Sundays, official State holidays as recognized in Government Code Section 19853(a) or successor statute, and any days in which Santa Ana City Hall is closed for business. 9.11 Waiver. Failure by a Party to insist upon the strict performance of any of the provisions of this Agreement by the other Party, or the failure by a Party to exercise its rights upon the default of the other Party, shall not constitute a waiver of such Party's right to insist and demand strict compliance by the other Party with the terms of this Agreement thereafter. 9.12 Non -Discrimination. In performing its obligations under this Agreement, Developer shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other related activities. Developer affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. f IA 60A-29 9.13 Third Party Beneficiaries. No person or entity, other than City and Developer shall have any right of action based upon any provision of this Agreement. 9.14 Porte Maieure. Neither Party shall be deemed to be in default where failure or delay in performance of any of its obligations under this Agreement is caused by floods, earthquakes, other Acts of God, fires, wars, riots or similar hostilities, strikes and other labor difficulties beyond the Party's control (including the Parry's employment force), court actions (such as restraining orders or injunctions), or other causes beyond the Parry's control, including delays by any governmental entity (although the City may not benefit from this provision for a delay that results from City's failure to perform its obligations under this Agreement), or an insurance company of either party. If any such events shall occur, the term of this Agreement and the time for performance by either Party of any of its obligations hereunder may be extended by the written agreement of the Parties for the period of time that such events prevented such performance. 9.15 Mutual Covenants. The covenants contained herein are mutual covenants and also constitute conditions to the concurrent or subsequent performance by the Party benefited thereby of the covenants to be performed hereunder by such benefited Party. 9.16 Successors in Interest. The burdens of this Agreement shall be binding upon, and the benefits of this Agreement shall inure to, all permitted successors in interest to the Parties to this Agreement. All provisions of this Agreement shall be enforceable as equitable servitudes and constitute covenants running with the land. Each covenant to do or refrain from doing some act hereunder with regard to development of the Property: (a) is for the benefit of and is a burden upon every portion of the Property; (b) runs with the Property and each portion thereof; and (c) is binding upon each Party and each successor in interest approved pursuant to this Agreement during ownership of the Property or any portion thereof. 9.17 Counterparts. This Agreement may be executed by the Parties in counterparts, which counterparts shall be construed together and have the same effect as if all of the Parties had executed the same instrument. 9.18 Jurisdiction and Venue. Any action at law or in equity under this Agreement or brought by a Party hereto for the purpose of enforcing, construing or determining the validity of any provision of this Agreement shall be filed and tried in the Superior Court of the County of Orange, State of California, and the Parties hereto waive all provisions of law providing for the filing, removal or change of venue to any other court. 9.19 Project as a Private [Indertaking. It is specifically understood and agreed by and between the Parties hereto that the development of the Project is a private development, that neither Party is acting as the agent of the other in any respect hereunder, and that each Party is an independent contracting entity with respect to the terms, covenants and conditions contained in this Agreement. No partnership, joint venture or other association of any kind is formed by this Agreement. The only relationship between City and Developer is that of a government entity regulating the development of private property and the Developer of such property. 20 60A-30 9.20 Further Actions and Instruments. Each of the Parties shall cooperate with and provide reasonable assistance to the other to the extent contemplated hereunder in the performance of all obligations under this Agreement and the satisfaction of the conditions of this Agreement. Upon the request of either Party at any time, the other Party shall promptly execute, with acknowledgment or affidavit if reasonably required, and file or record such required instruments and writings and take any actions as may be reasonably necessary under the terms of this Agreement to carry out the intent and to fulfill the provisions of this Agreement or to evidence or consummate the transactions contemplated by this Agreement. City hereby authorizes City Manager to take such other actions and negotiate and execute any additional agreements as may be necessary or proper to fulfill the City's obligations under this Agreement. The City Manager may delegate her or his powers and duties under this Agreement to an authorized management level employee of the City. 9.21 Estoppel Certificate. Within ten (10) business days following a written request by any of the Parties, the other Party shall execute and deliver to the requesting Party a statement certifying that (i) either this Agreement is unmodified and in full force and effect or there have been specified (date and nature) modifications to the Agreement, but it remains in full force and effect as modified; and (ii) either there are no known current uncured defaults under this Agreement or that the responding Party alleges that specified (date and nature) defaults exist. The statement shall also provide any other reasonable information requested. The failure to timely deliver this statement shall constitute a conclusive presumption that this Agreement is in full force and effect without modification, except as may be represented by the requesting Party, and that there are no uncured defaults in the performance of the requesting Party, except as may be represented by the requesting Party. 9.22 No Subordination. City's approval of the necessary land use entitlements that authorize Developer to develop, operate, and maintain the Project was based upon Developer's obligation to provide the Affordable Units pursuant to the State Density Bonus Law, City Density Bonus Law, City Housing Opportunity Ordinance, and the terms and conditions ofthis Agreement. For the Term of the Density Bonus Housing Agreement, this Agreement shall have priority over any and all mortgages, deeds of trust, and other similar forms of secured financing recorded against the Property or any portion thereof. Developer expressly understands and acknowledges that state law requires preservation of affordability covenants in connection with the approval ofthis density bonus project. 9.23 Attornevs' Fees and Costs. If either Party to this Agreement commences an action against the other Party to this Agreement arising out of or in connection with this Agreement, the prevailing Party shall be entitled to recover reasonable attorneys' fees, expert witness fees, costs of investigation, and costs of suit from the losing Party. 9.24 Authority to Execute. The person or persons executing this Agreement on behalf of each Party warrants and represents that he or she/they have the authority to execute this Agreement on behalf of his or her/their corporation, partnership or business entity and warrants and represents that he or she/they has/have the authority to bind the Party to the performance of its obligations hereunder. (Signatures on following page) 21 60A-31 IN WITNESS WHEREOF, the parties hereto have caused this Density Bonus Housing Agreement to be executed on the date set forth at the beginning of this Agreement. ATTEST: Norma Mitre Acting Clerk of the Council APPROVED AS TO FORM Sonia R. Carvalho City Attorney By: Wyan WHodge Assistant City Attorney RECOMNIIENDED FOR APPROVAL: Steven A. Mendoza Executive Director Community Development Agency CITY OF SANTA ANA Kristine CkyManager SANTA ANA PACIFIC ASSOCIATES, A CALIFORNIA LIMITED PARTNERSHIP //'-/Z� Ca 99b Roope TPC Holdings VI, LLC General Partner SANTA ANA PACIFIC ASSOCIATES II, A CALIFORNIA LIMITED PARTNERSHIP 161-� Ca b Roope T Holdings VI, LLC General Partner 22 60A-32 A notary public or other officer completing this certificate verifies only the Identity of the Individual who signed the document to which this certificate Is attached, and not the truthfulness, accuracy, or validity of that document. State of Idaho County of Ada On March 26, 2019 before me, Peter Van Dome, Notary Public, personally appeared Caleb R000e, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the Instrument. I certify under PENALTY OF PERJURY under the laws of the State of Idaho that the foregoing paragraph is true and correct. WITNESS my harA and offic Signature lw (Seal) =11YATE RNE 32357 BLIC AHOES 00110112023 60A-33 A notary public or other officer completing this certificate verifies only the identity of the Individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document State of Idaho County of Ada On March 26, 2019 before me, Peter Van Dome, Notary Public, personally appeared Caleb R000e, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is subscribed to the within instrument and acknowledged to me that he executed the same in his authorized capacity, and that by his signature on the instrument the person, or the entity upon behalf of which the person acted, executed the Instrument. I certify under PENALTY OF PERJURY under the laws of the State of Idaho that the foregoing paragraph is true and correct. WITNESS my Nrld an o ial seal. Signature (Seal) 611 ------------- PETER VAN DORNE COMMISSION #32S57 NOTARY PUBLIC STATE OF IDAHO MY COMMISSION EXPIRES o8r01/2029 60A-34 EXHIBIT A LEGAL DESCRIPTION OF THE PROPERTY 23 60A-35 Exhibit A Legal Description All that real property situated in the City of Santa Ana, County of Orange, State of California and more particularly described as follows: PARCELI: THAT CERTAIN PARCEL OF LAND, LOCATED AT 16812 EAST FIRST STREET, SANTA ANA, CALIFORNIA, WHICH PROPERTY IS MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHEAST CORNER OF LOT "D" OF THE STAFFORD AND TUSTIN TRACT, IN THE CITY OF SANTA ANA, COUNTY OF ORANGE, STATE OF CALIFORNIA, AS SHOWN BY MAP ON FILE IN BOOK 2, PAGES 618 THROUGH 619, OF MISCELLANEOUS RECORDS OF LOS ANGELES COUNTY, THENCE WEST ALONG THE SOUTH SIDE OF FIRST STREET, 417.75 FEET OF A POINT; THENCE SOUTH 733.36 FEET TO A POINT; THENCE EAST 417.75 FEET TO THE EAST LINE OF SAID LOT "D"; AND THENCE NORTH 733.36 FEET TO THE POINT OF BEGINNING. EXCEPT THEREFROM THE NORTHERN NINETEEN (19.00) FEET, AS CONVEYED TO THE CITY OF SANTA ANA, A MUNICIPAL CORPORATION, IN A DOCUMENT RECORDED DECEMBER 22, 1965 AS INSTRUMENT NO. 16905, IN BOOK 7781, PAGE 486 OFFICIAL RECORDS. NOTE: SAID LAND IS ALSO SHOWN ON A RECORD OF SURVEY, FILED ON JULY 13, 1964 IN BOOK 74, PAGE 3 OF RECORD OF SURVEYS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. PARCEL 2: A DRAINAGE EASEMENT FOR DISCHARGING WATER FROM THE EAST 417.75 FEET OF THE NORTH 733.36 FEET OF LOT "D" OF THE STAFFORD AND TUSTIN TRACT AS PER MAP THEREOF RECORDED IN BOOK 2, PAGES 618 AND 619 OF MISCELLANEOUS RECORDS OF LOS ANGELES COUNTY, CALIFORNIA, BY MEANS OF UNDERGROUND PIPELINES, WITH THE RIGHT TO LAY, PLACE, USE, MAINTAIN, ALTER, ADD TO, REPAIR, REPLACE AND/OR REMOVE SAID PIPELINES, ALONG THE FOLLOWING DESCRIBED REAL PROPERTY: PARCEL (A): THE SOUTH FIVE (5.00) FEET OF THAT CERTAIN REAL PROPERTY IN THE RANCHO SANTIAGO DE SANTA ANA, IN THE COUNTY OF ORANGE, STATE OF CALIFORNIA, DESCRIBED AS: COMMENCING AT THE NORTHWEST CORNER OF LOT "D" OF THE STAFFORD AND TUSTIN TRACT AS PER MAP RECORDED IN BOOK 2, PAGE 618 OF MISCELLANEOUS RECORDS OF LOS ANGELES COUNTY, CALIFORNIA; THENCE EAST ON THE NORTH LINE OF SAID LOT "D" 225.75 FEET TO A POINT, A STONE A-1 OVER A BRICK BEING SET IN THE GROUND 3 INCHES EAST OF SAID POINT; THENCE SOUTH 733.36 FEET TO A POINT, A STONE SET OVER A BRICK BEING SET IN THE GROUND 3 INCHES WEST OF SAID POINT; THENCE WEST 225.75 FEET TO THE WEST LINE OF SAID LOT "D"; THENCE NORTH 733.36 FEET TO THE POINT OF BEGINNING. PARCEL (B): THE WEST SIX (6.00) FEET OF THAT CERTAIN REAL PROPERTY IN THE RANCHO SANTIAGO DE SANTA ANA, IN THE COUNTY OF ORANGE, STATE OF CALIFORNIA., DESCRIBED AS: A PORTION OF THE SOUTH HALF OF LOT "D" OF THE STAFFORD AND TUSTIN TRACT, AS SHOWN ON A MAP RECORDED IN BOOK 2, PAGES 618 AND 619, MISCELLANEOUS RECORDS OF LOS ANGELES COUNTY, MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT A POINT IN THE NORTH LINE OF THE COUNTY ROAD KNOWN AS MAIN STREET, SAID POINT BEING ALSO THE SOUTHEAST CORNER OF SAID LOT "D"; THENCE NORTH ALONG THE EASTERLY LINE OF SAID LOT "D", 501.13 FEET; THENCE WEST 9.75 CHAINS TO THE WEST LINE OF SAID LOT "D'; THENCE SOUTH 501.5 FEET TO THE NORTH LINE OF MAIN STREET; THENCE EAST 9.75 CHAINS TO THE POINT OF BEGINNING. EXCEPTING THEREFROM THAT PORTION OF SAID LAND DESCRIBED IN A DOCUMENT TO LEROY G. CONNELLY AND WIFE, RECORDED DECEMBER 3, 1954, IN BOOK 2887, PAGE 120, OFFICIAL RECORDS. ALSO EXCEPTING THEREFROM THAT PORTION OF SAID LAND DESCRIBED IN A DOCUMENT TO THE STATE OF CALIFORNIA, RECORDED NOVEMBER 17, 1955, IN BOOK 3285, PAGE 542, OFFICIAL RECORDS. APN: 402-191-01, 402-191-02, 402-191-04 A-2 60A-37 EXHIBIT B TENANT VERIFICATION 24 EXHIBIT B INCOME COMPUTATION AND CERTIFICATION NOTE TO APARTMENT OWNER This form is designed to assist you in computing Annual Income in accordance with the method set forth in the Department of Housing and Urban Project ("HUD") Regulations (24 CFR 813). You should make certain that this form is ate all times up to date with the HUD Regulations. Re: Santa Ana, California I/We, the undersigned state that I/we have read and answered fully, frankly and personally each of the following questions for all persons who are to occupy the unit being applied for in the above apartment project. Listed below are the names of all persons who intend to reside in the unit 1. 2. 3. 4. 5. Name of Members Relationship of the to Head of Social Security Place of Household Household Age Number Employment _ HEAD SPOUSE Income Computation 6. The total anticipated income, calculated in accordance with the provisions of this Certification, of all persons over the age of 18 years listed above for the 12-month period beginning the date that I/we plan to move into a unit is $ Included in the total anticipated income listed above are: (a) all wages and salaries, overtime pay, commissions, fees, tips and bonuses and other compensation for personal services, before payroll deductions; (b) the net income from the operation of a business or profession or from the rental of real or personal property (without deducting expenditures for business expansion or amortization of capital indebtedness or any allowance for depredation of capital assets), (c) interest and dividends (including income from assets excluded below); (d) the full amount of periodic payments received from social security, annuities, insurance policies, retirement funds, pensions, disability or death benefits and other similar types of periodic receipts, including any lump sum payment for the delayed start of a periodic payment; B-1 60A-39 (e) payments in lieu of earnings, such as unemployment and disability compensation, workmen's compensation and severance pay; (f) the maximum amount of public assistance available to the above persons other than the amount of any assistance specifically designated for shelter and utilities; (g) periodic and determinable allowances, such as alimony and child support payments and regular contributions and gifts received from persons not residing in the dwelling; (h) all regular pay, special pay and allowances of a member of the Armed Forces (whether or not living in the dwelling) who is the head of the household or spouse; and (i) any earned income tax credit to the extent that it exceeds income tax liability. Excluded from such anticipated income are: (a) casual, sporadic or irregular gifts; (b) amounts which are specifically for or in reimbursement of medical expenses; (c) Iump sum additions to family assets, such as inheritances, insurance payments (including payments under health and accident insurance and workmeds compensation), capital gains and settlement for personal or property losses; (d) amounts of educational scholarships paid directly to the student or the educational institution, and amounts paid by the government to a veteran for use in meeting the costs of tuition, fees, books and equipment. Any amounts of such scholarships or payments to veterans not used for the above purposes are to be included in income; (e) special pay to a household member who is away from home and exposed to hostile fire; (f) relocation payments under Title II of the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970; (g) foster child care payments; (h) the value of coupon allotments for the purchase of food pursuant to the Food Stamp Act of 1977; (i) payments to volunteers under the Domestic Volunteer Service Act of 1973; 0) payments received under the Alaska Native Claims Settlement Act; (k) income derived from certain submarginal land of the United States that is held in trust for certain Indian tribes; (I) payments or allowances made under the Department of Health and Human Services Low - Income Home Energy Assistance Program; RIN (m) payments received from the Job Training Partnership Act, (n) income derived from the disposition of funds of the Grand River Band of Ottawa Indians; (o) the first $2,000.00 of per capita shares received from judgment funds awarded by the Indian Claims Commission or the Court of Claims; and (p) at the discretion of Housing Authority of the City of Santa Ana all other income exclusions recognized by the HUD Section 8 Certificate and Voucher Programs. 7. Do the persons whose income or contributions are included in item 6 above: (a) have savings, stocks, bonds, equity in real property or other form of capital investment (excluding the values of necessary items of personal property such as furniture and automobiles and interests in Indian trust land)? No Yes (b) have they disposed of any assets (other than at a foreclosure or Credit Bankruptcy sale) during the last two years at less than fair market value? No Yes (c) If the answer to (a) or (b) above is yes, does the combined total value of all such assets owned or disposed of by all such persons total more than $5,0007 No Yes (d) If the answer. to (c) above is yes,. state: (1) the amount of income expected to be derived from such assets in the 12-month period beginning on the date of initial occupancy in the unit that you propose to rent (2) the amount of such income, if any, that was included in item 6 above: 8. (a) Are all of the individuals who propose to reside in the unit full-time students*? No _ Yes *A full-time student is an individual enrolled as a full-time student during each of 5 calendar months during the calendar year in which occupancy of the unit begins at an educational organization which normally maintains a regular faculty and curriculum and normally has a regularly enrolled body of students in attendance and is not an individual pursuing a full-time course of institutional or farm training under the supervision of an accredited agent of such an educational organization or of a state or political subdivision thereof. B-3 60A-41 (b) If the answer to 8(a) is yes, is at least 1 of the proposed occupants of the unit a husband and wife entitled to file a joint federal income tax return? No Yes 9. Neither myself nor any other occupant of the unit I/we propose to rent is the owner of the rental housing project in which the unit is located (hereinafter the "Owner"), has any family relationship to the Owner; or owns directly or indirectly any interest in the Owner. For purposes of this paragraph, indirect ownership by an individual shall mean ownership by a family member, ownership by a corporation, partnership, estate or trust in proportion to the ownership or beneficial interest in such corporation, partnership, estate or trustee held by the individual or a family member; and ownership, direct or indirect by a partner of the individual. 10. This certificate is made with the knowledge that it will be relied upon by the Borrower to determine maximum income for eligibility to occupy the unit, and I/we declare that all information set forth herein is true, correct and complete and based upon information I/we deem reliable and that the statement of total anticipated income contained in paragraph 6 is reasonable and based upon such investigation as the undersigned deemed necessary. 11. I/we will assist the Owner in obtaining any information or documents required to verify the statements made herein, including either an income verification from my/our present employer(s) or copies of federal tax returns for the immediately preceding calendar year. 12. I/we acknowledge that I/we have been advised that the making of any misrepresentation or misstatement in this declaration will constitute a material breach of my/our agreement with the Owner to lease the unit and will entitle the Owner to prevent or terminate my/our occupancy of the unit by institution of an action for ejection or other appropriate proceedings. I/we declare under penalty of perjury that the foregoing is true and correct Executed this day of in the City of . California. Applicant Applicant [Signature of all persons over the age of 18 years listed in number 2 above required] B- 4 60A-42 FOR COMPLETION BY APARTMENT OWNER ONLY: 1. calculation of eligible income: a. Enter amount entered for entire household in 6 above: $ b. (1) If answer to 7(c) above is yes, enter the total amount entered in 7(d)(1), subtract from that figure the amount entered in 7(d)(2) and enter the remaining balance ($ ); (2) Multiply the amount entered in 7(c) times the current passbook savings rate to determine what the total annual earnings on the amount in 7(c) would be if invested in passbook savings ($ ), subtract from that figure the amount entered in 7(d)(2) and enter the remaining balance (3) Enter at right the greater of the amount calculated under (1) or (2) above: $ C. TOTAL ELIGIBLE INCOME Line 1.a plus line l.b(3)): $ 2. The amount entered in 1.c: Qualifies the applicant(s) as a Low Income Tenant(s). Does not qualify the applicant(s) as a Low Income Tenant(s). 3. Number of apartment unit assigned: _ Bedroom Size: _ Rent $ 4. This apartment unit [was/was not] last occupied for a period of 31 consecutive days by persons whose aggregate anticipated annual income as certified in the above manner upon their initial occupancy of the apartment unit qualified them as Low Income Tenants. 5. Method used to verify applicant(s) income: Employer income verification. Copies of tax returns. Other ( ) Manager RM INCOME VERIFICATION (for employed persons) The undersigned employee has applied for a rental unit located in a project financed under the Housing Authority of the City of Santa Ana Multifamily Housing Revenue Bond Program for persons of low income. Every income statement of a prospective tenant must be stringently verified. Please indicate below the employee's current annual income from wages, overtime, bonuses, commissions or any other form of compensation received on a regular basis. Annual wages Commissions Total current income Overtime Bonuses I hereby certify that the statements above are true and complete to the best of my knowledge. Signature Date Title I hereby grant you permission to disclose my income to in order that they may determine my income eligibility for rental of an apartment located in their project which has been financed under the Housing Authority of the City of Santa Ana Multifamily Revenue Bonds. Signature Please sent to: U" Date INCOME VERIFICATION (for self-employed persons) I hereby attachd copies of my individual federal and state income tax returns for the immediately preceding calendar year and certify that the information shown in such income tax returns is true and complete to the best of my knowledge. Signature Date EXHIBIT 2 REQUEST FOR Planning Commission Action PLANNING MEETING DATE: JUNE 4, 2018 TITLE: PUBLIC HEARING — SITE PLAN REVIEW NO.2017-09 AND DENSITY BONUS AGREEMENT APPLICATION NO. 2017-02 TO ALLOW CONSTRUCTION OF AN AFFORDABLE RENTAL RESIDENTIAL COMMUNITY WITHIN THE METRO EAST MIXED USE OVERLAY DISTRICT AT 2110, 2114, AND 2020 EAST FIRST STREET, AMG & ASSOCIATES, APPLICANTS {STRATEGIC PLAN NOS. 3, 2; 5,31 Prepared by Ali Pezeshkpour Executive Director RECOMMENDED ACTION PLANNING COMMISSION SECRETARY APPROVED ❑ As Recommended ❑ As Amended ❑ Set Public Hearing For DENIED ❑ Applicant's Request ❑ Staff Recommendation CONTINUED TO / ,4 � Kanagdr 1. Adopt a resolution approving Site Plan Review No. 2017-09 as conditioned. 2. Adopt a resolution approving Density Bonus Agreement Application No. 2017-02 as conditioned. Executive Summary Gene Broussard, representing Affordable Housing Land Consultants, Inc. ("AMG & Associates"), is requesting approval of a site plan review (SPR) and a density bonus agreement (DBA) to allow the construction of an affordable 552-unit rental family -oriented mixed -use commercial and residential community known as First Point. As proposed, the project requires approval of several waivers from the Metro East Mixed Use (MEMU) overlay district's development standards and/or development concessions through the density bonus agreement pursuant to California Government Code sections 65915 through 65918 and Santa Ana Municipal Code (SAMC) Section 41-1600. The project also includes construction of a portion of the project's required fire lane on an adjacent, developed property located at 2020 East First Street. Staff is recommending approval of the applicant's request due to the projects satisfaction of meeting the intent of the MEMU overlay district to promote a pedestrian -oriented environment with a mix of land uses and because the project will provide additional affordable rental housing stock to an underserved segment of the region's population. Table 1: Project and Location Information Item Information ' Project Address 12110, 2114, and 2020 East First Street Nearest Intersection First Street and Golden Circle Drive General Plan Designation District Center (DC) 60A-47 EXHIBIT 2 SPR No. 2017-09/13BA No. 2017-02 May 21, 2018 Page 2 Item Information Zoning Designation General Commercial (C-2) with the Metro East Mixed Use (MEMU) overlay district OZ-1 , Active Urban sub -district Surrounding Land Uses Commercial North Commercial East Educational South Commercial West Site Size 6.89 acres combined Existing Site Development The site contains two commercial buildings Use Permissions Mixed -use projects permitted by the OZ-1 designation; deviations/concessions will address proposed deficiencies Zoning Code Sections Affected Uses OZ-1, Section No. 4 Developmant Standards i 5Z-1, Section Nos. 4 through 7 Project Description The project includes demolition of two commercial buildings and construction of an affordable rental family -oriented mixed -use community with 10,000 square feet of leasable commercial space. The project will contain two structures consisting of a ground -level parking area and five levels of residential above. A total of 552 affordable rental units will be provided on the project site. A total of 566 resident and guest parking spaces will be provided in an at -grade parking area beneath the residential levels, as well as 50 parking spaces for the commercial component and 4 spaces for the leasing office and the development's employees. The project will include one -bedroom units (27), two -bedroom units (239), three -bedroom units (146), and four -bedroom units (140) ranging in size from 610 to 1,266 square feet. All units will contain full kitchens, bedrooms, bathrooms, in -unit storage, and open/common (living) areas. Open space will be provided through a publically-accessible plaza fronting First Street, eight private courtyards, and amenity areas. The public plaza with open seating will front First Street and will also contain seating, landscaping, and hardscape areas suitable for programming with temporary kiosks or events. The project's commercial area and leasing office will also front First Street, enhancing the development's street presence. Eight courtyards with distinct themes and amenities for children and adults will be located throughout the interior of the site. Interior common rooms such as recreation areas, fitness centers, and laundry rooms will provide additional amenities to residents and visitors. A common open space 'view room" on the upper levels will face north toward First Street with views toward the Xerox Tower and the recently - completed Nineteen01 mixed -use development. The project will feature a contemporary architectural style common of many multiple -family or mixed -use residential communities under construction in Santa Ana and the region. Ceramic tile, fiber cement board and siding, smooth stucco finishes, and metal railings will contribute to this theme. These solid materials will ensure that the project ages well for the duration of the building's lifetime. Although not a part of the current entitlement, the applicant intends to submit a tentative parcel map application at a future date to subdivide the project site into two lots for financing purposes in order to facilitate construction of both buildings. The applicant is currently preparing the EXHIBIT 2 SPR No. 2017-09/DBA No. 2017-02 May 21, 2018 Page 3 required tentative parcel map, which will clarify if the proposed subdivision will be for fee -simple lots or for condominium purposes. The tentative parcel map application will require review and action by the City's Zoning Administrator. Table 2: Conformance to Development Standards Standard Re uired'b 'the MEMU Provided Stories Minimum 3, no maximum 6 Minimum Site Area 1 acre 6.89 acres Permitted Frontage Forecourt, shopfront, gallery, or Shopfront, with plaza on First Street arcade as ermitted b MEMU Publicly Accessible Open Space 15 percent of total lot area Less than 2 percent — Requires Concession (1 of 3), Cal. Gov't Code Sec. 65915 d 1 Private/Common Open Space 100 square feet per unit 104 square feet per unit Building Setbacks 0-20 feet (front), 0-10 feet (side), 100 6 (front), 640 (side), 45 (rear) — feet (rear) Requires Concession (2 of 3), Cal. Gov't Code Sec. 65915 1 Residential Parking 2 spaces per unit overall — every unit 1.03 spaces per unit — Requires must be allocated at least 1 space Concession (3 of 3), Cal. Gov't Code Sec. 65915 d 1 Courtyard height-to-wtdth ratios 2 to 1 (enclosed on four sides), 3 to Complies; various ratios in excess of 1 (open on one or more sides 2 to 1 and 3 to 1 provided Driveway width 24 feet maximum 38-46 feet — Requires Waiver, Cal. Gov't Code Sec. 65915 e 1 Building Massing A variety of massing, volume, and Complies; the building features a step -backs are required to increase step -back along First Street and building articulation breaks in volume to reduce massing Table 3: Density Bonus Calculation Densi buBonus' d , , ;".' :Allowed for Rro ect; ,.' Provided! , :: `'i Base Density 620 units (6.89 acres x 90 units/acre 552 units base density used as a standard for developments in areas designated DC by the General Plan Land Use element 35-Percent State Density Bonus +217 units 620 x 0.35 0 35-Percent Bonus Provided by the +217 units (620 x 0.35) 0 Housing Opportunity Ordinance Total Units 1054 units maximum 552 units proposed Although the project is proposing a total number of units (552) that is below the maximum City - prescribed density for the project site based on its acreage, the developer is able to seek up to three density bonus concessions and a waiver because it is a 100-percent affordable project. The City's Housing Opportunity Ordinance (HOO) allows developers to request up to two concessions to facilitate construction of affordable housing. However, none of the concessions listed in the HOO are being requested by the applicant. Instead, the three requested concessions and the waiver are permitted by Section 65915 et al. of the California Government Code (Density Bonuses and Other Incentives). Pursuant to California Government Code sections 65915 (d)(1) and 65915 (e)(1), a local jurisdiction is limited in its ability to deny the requested concessions and waiver and is Z I • EXHIBIT 2 SPR No. 2017-09/DBA No. 2017-02 May 21, 2018 Page 4 preempted from denying the Density Bonus Agreement application. Although the City has analyzed the project and has identified several areas of concern, the conditions of approval proposed for the project are intended to address any of the project's potential impacts. Background The Metro East Mixed Use overlay district was adopted in 2007 as a result of interest in developing mixed -use residential and commercial projects in its project area. The regulating plan, which establishes land uses and development standards, allows a variety of housing and commercial projects, including mixed -use residential communities, live/work units, hotels, and offices. Since its adoption, one mixed -use project at 1901 East First Street has been constructed and is occupied. Another affordable rental residential project by the same developer at 2222 East First Street was entitled in September 2017, and a market -rate mixed -use development at 200 North Cabrillo Park Drive is currently entitled. The California Density Bonus law allows developers proposing five or more residential units to seek increases in base density for providing on -site housing units in exchange for providing affordable units on site. To help make constructing on -site affordable units feasible, the law allows developers to seek up to three incentives/concessions and an unlimited number of waivers, which are essentially variances from development standards that would help the project be built without significant burden and without detriment to public health. The first version of the Density Bonus Law was adopted in 1979 and has since been amended at various times. Recent revisions allow affordable housing developers to request incentives/concessions and/or waivers for 100-percent affordable developments, even if they do not require a numerical density bonus. Moreover, in early 2017, the law was amended to restrict the ability of local jurisdictions to require studies to 'justify' the density bonus and requested incentives/waivers and places the onus on local jurisdictions to prove that the incentives/concessions or waivers are not financially warranted. Analysis of the Issues Section 8 of the MEMU regulating plan, Implementation, requires the Planning Commission to review an application for development subject to the provisions of the overlay district. Upon review of the required Site Plan Review (SPR) application, the Planning Commission may take the following actions: approve, approve with conditions, or deny the SPR. The City's Development Review Committee has reviewed the project and finds that it is incompliance with the majority of development standards contained within the MEMU regulating plan, with the exception of the four development standard deviations requested by the applicant indicated in this report. In addition, Section 41-1607 requires an application for a density bonus agreement containing "deviations" (incentives/concessions and/or waivers) to be approved by the Planning Commission. The following subsections analyze the applicant's request for both the Site Plan Review and the Density Bonus Agreement applications. Table 4: Analysis of the Requested Incentives/Concessions (3) and Waiver (1) Standard I Analysis 60A-50 EXHIBIT 2 SPR No. 2017-09/DBA No. 2017-02 May 21, 2018 Page 5 Standard Analysis Publicly Accessible The MEMU regulating plan requires that publicly -accessible open space be provided Open Space along main street -facing fagades. Because the project has frontage on only one street, (Incentive/Concession) meeting this requirement would result in the building being pushed back significantly from First Street and would render almost the first 1/4 of the site's depth unusable for building area, resulting in the developer having to construct a parking structure or subterranean parking, significantly increasing building costs. Moreover, in order to maintain the current proposed unit count, the developer would be required to construct additional levels, resulting in a different type of construction (steel-frame/Type I versus woodfrype III), further increasing development costs. If the publically accessible open space standard were applied as written, the result would be a significant loss of units and parking area. Pushing the building back would also reduce the contribution to creating a more urban, walkable environment. The applicant intends to compensate for this reduction by providing a greater average square footage of private/common open sace per unit on the project site. Building Setbacks For a project of this size and construction type, OCFA requires 360-degree circulation (Incentive/Concession) on the project site with minimum 20-foot fire lanes. The addition of landscaping and walkways around the project perimeter results in the project not being able to meet the maximum 10-foot side yard requirement. Further, for a project of this height, the MEMU requires a 100-foot rear yard setback. In order to maintain the current proposed unit count, the developer would be required to construct additional levels, resulting in a different type of construction (steel -frame versus wood), further increasing development costs. Implementing this standard as written would result in the building being set back an additional 55 feet from the rear lot line, resulting in a significant loss of units and parking area. Onsite parking Constructing 2.0 parking spaces per residential unit on the project site would require (Incentive/Concession) the developer to construct an additional level of parking either above- or below -grade, resulting in increased construction costs and/or a loss of an entire level of residential units. Driveway width (Waiver) If the project were designed with narrower driveways, the driveways would not conform to minimum standards established for fire ingress/egress by OCFA and for trash truck ingress/egress established by the Public Works Agency and Waste Management, the current waste collector contracted by the City. As a result, a waiver from the maximum driveway width is required. When analyzed cumulatively, the three requested concessions could be avoided if the project were constructed using a different site plan and building type. If the project were designed with a multi- level parking and/or subterranean parking structure, or If the applicant used different building materials (non-combustible, Type 1) to construct a taller project, additional area on site would become available to provide open space and parking, and to meet the required rear yard setback. However, these changes would increase development costs, resulting in the affordable housing project becoming financially infeasible due to the significantly -increased financial implications of using Type I construction. Additional Issues The City thoroughly reviewed the applicant's request to construct the proposed project and identified several additional items for consideration. These items are listed below and analyzed in the following paragraphs. 1. Large Family Housing and Unit Bedroom Mix 60A-51 EXHIBIT 2 SPR No. 2017-09/DBA No. 2017-02 May 21, 2018 Page 6 Nearly half (48 percent) of the project's units will contain one or two bedrooms. The original project proposed at the site contained both senior and family -oriented housing in nearly 700 residential units. Following feedback from elected officials and City staff on housing needs identified in the 2014 Housing Element, the applicant revised the project to completely eliminate the senior component; the unit count was reduced to the present 552. In doing so, the applicant increased the number of multi -bedroom units. In 2010, the US Census reported that the average household size in Santa Ana was 4.37 and that the average family size was 4.54. Santa Ana's average household and family sizes are above Orange County's, which has an average household size of 3.99. As a result, the lower bedroom count of the project may serve a different segment of the population not identified in any local demographic (household or family size) figures or in the 2014 Housing Element. This issue may be exacerbated by the community's overall lower -than -average unit square footage of 1,061 square feet, which is below the 1,200-square foot unit average stated as a guideline in the MEMU regulating plan. 2. Housing Opportunity Ordinance (HOO) and the State's Density Bonus Law Under the State's Density Bonus Law, developers of affordable family -oriented housing projects may request a numerical density bonus up to 35 percent from base density. The City's Housing Opportunity Ordinance (HOO), last updated in 2015, augments the density bonus concept by allowing a developer to seek an additional 35 percent density bonus calculated from base density (SAMC Sec. 41-1904.1). Despite this opportunity for a "double density bonus," staffs interpretation of the intent of both the State law and local ordinance support the concept of mixed -income housing development, with affordable housing units forming a component of such developments. Pursuant to SAMC Sec. 41-1600, the purpose of the City's ordinance is "to provide increased residential densities to developers who guarantee that a portion of their residential development will be available to low income, very low-income, or senior (also known as "qualified") households." Moreover, 'The regulations are intended to ... provide a balance of housing opportunities for low income, very low-income, and senior households throughout the city." Mixed -income housing developments provide a "portion" of affordable units in an integrated, mixed - income development unless it is financially or physically infeasible to do so, in which case a developer may pay an in -lieu fee to facilitate construction of affordable housing developments offsite. The City's Housing Opportunity Ordinance's furthers this goal, stating that is purpose is to "encourage the development of housing that is affordable to a range of households with varying income levels" (SAMC Sec. 41-1900). It is also important to note the language in SAMC Sec. 41-1600 that encourages development of affordable housing for "households throughout the City" (geographically dispersed). The developer has recently entitled an all -affordable senior project ("Villa Court") on a project site approximately 320 feet to the east at 2222 East First Street that will contain 418 units. If approved, the proposed project would add another 552 all -affordable housing units in nearby, for a combined 970 affordable housing units in close proximity to one another. 60A-52 EXHIBIT 2 SPR No. 2017-09/DBA No. 2017-02 May21, 2018 Page 7 The City is required to revisit the HOO before December 31, 2018 to evaluate any amendments to the ordinance. On May 14, 2018, the Economic Development, Infrastructure, Budget and Technology (EDIBT) Council Committee met. Staff presented a verbal update on the HOO, and the Committee discussed HOO-related topics for discussion, including geographic dispersal of units and incorporating affordable units into mixed -income projects. The HOO is silent on policies regarding all -affordable housing projects or geographic dispersing of affordable housing. Accordingly, these areas of discussions were not applied to analysis of the project. 3. Project Open Space Although stated as a guideline in the regulating plan, the project's unit sizes are generally well below the 1,200-square-foot average unit size objective. Under such circumstances, a project would typically provide greater onsite open space per unit, either as private open space or as common open space for the residents of the community. The applicant has considered this guideline and proposes to compensate through a greater average private/common open space area of 104 square feet per unit instead of the 100-square-foot minimum, which results in 2,200 additional square feet of open space. However, given the large nature of the project and the reduction in private, common, and publically accessible open space, the extra four (4) square feet per unit may be insufficient to compensate for the overall open space reduction. In addition, only 12 units of the 552 total will have balconies or terraces. 4. Development Intensity and Requested Deviations The project is proposing a project density of 80 units per acre, which is below the typical 90 units per acre assumed by the District Center General Plan land use designation that is applied to the project site. However, in reviewing the proposed project, staff drew comparisons against the recently -entitled Madison mixed -use residential and commercial community at 200 North Cabrillo Park Drive, also in the MEMU area. The Madison was entitled with an overall density of 93 units per acre (260 units on 2.79 acres). This project was able to meet all MEMU regulating plan's development standards, including open space and building setbacks, with the exception of required onsite parking and maximum driveway widths, both of which the City Council approved through variance applications. Staff analysis indicates that the Madison was able to meet all MEMU standards due to the projects site plan, which features a multi -level parking structure at the heart of the development. The location and multi -level nature of the parking structure frees additional space on the project site that enables the development to meet MEMU standards, including all forms of open space (publically accessible, common, and private/per unit). 5. Reduction in Required Parking and Proposed Shuttle and Parking Valet Service Staff has analyzed the proposed project and finds that there is potential that the project and neighborhood may be impacted by the reduced parking. The City has identified the MEMU area for high -intensity, mixed use development in order to reduce demands for parking and traffic impacts. However, the MEMU area is still in transition, and portions including the MEMO area have yet to 60A-53 EXHIBIT 2 SPR No. 2017-09/DBA No. 2017-02 May 21, 2018 Page 8 redevelop and produce the pedestrian -scale environment envisioned by the plan. To mitigate these impacts, the applicant prepared a parking study that shows that providing valet service and/or a shuttle to major transit stops will reduce parking demand on the site by 150 parking spaces. The study also identifies the project and its proximity to transit will generate 105 new transit trips. Based on these factors and comparison against other major parking studies prepared by public agencies (San Diego, 2011 and Los Angeles, 2016), the parking study states that the project will have a peak demand of 349 vehicles for the residential component only and 399 parking spaces, including the commercial component. The report and staff analysis also show that the site lies along an express and a standard bus line that provide service approximately every 10 to 15 minutes during rush hour. These lines connect the project to points west (central Santa Ana, Garden Grove, and Westminster), north (Tustin, Orange, and Placentia), and east (central Tustin). As a result of the parking reduction requested for a family -oriented project, staff coordinated with the applicant to explore alternate options for reducing parking demand on the project site. In response, AMG prepared a parking management plan and draft concept for parking valet service to nearby privately -owned parking lots and to operate a shuttle from the project site to various transit stops nearby. To defer the costs of monitoring the shuttle, AMG and the City will include terms in the Density Bonus Agreement to address operations of the shuttle and/or valet service. The Planning and Building Agency, in coordination with the Public Works Agency and City Attorneys Office, have worked with the developer to refine the deal points. After careful consideration, the City and developer have agreed to the deal points, which will be incorporated into the Density Bonus Agreement and subject to review after one year. These terms are described in the "Density Bonus Agreement Deal Points' section of this staff report. 6. Additional Density Bonus Law Considerations There are no historic resources in the immediate vicinity that would be impacted by the proposed development. The project's design and operations, with the requested incentives/concessions and waiver, will not be detrimental to public health or safety as the project was reviewed by the City's Development Review Committee, which consists of representatives from Planning, Building Safety, Public Works, Housing, the City Attorney's Office, and the Orange County Fire Authority (OCFA). Should the Density Bonus Agreement application be approved, the agreement will be authorized by the City Council after the Planning Commission considers the application for the project as a whole, including the Site Plan Review and Density Bonus Agreement applications together. Density Bonus Agreement Deal Points The applicant is currently negotiating terms of the Density Bonus Agreement with the City's Community Development Agency (CDA). The terms will include deal points that are intended to provide community benefits and services to the residents of the development and the greater Santa Ana community, and to address operations and the parking shuttle and/or valet service. Community Benefits 60A-54 EXHIBIT 2 SPR No. 2017-09/DBA No. 2017-02 May 21, 2018 Page 9 • AMG and the City will negotiate ongoing onsite supportive services, programs, and amenities • AMG must ensure routine maintenance, access for inspections, and 24-hour emergency management • The project will incorporate green building features • AMG will engage in local hiring and Santa Ana work/live preference • AMG will support crime -free housing policies • AMG and the City will refine financial reporting requirements Parking Shuttle and/or Valet Service • AMG must identify which parking lots have agreed to rent out parking spaces for the valet service • AMG must identify specific shuttle stop locations and must obtain approval from the Orange County Transportation Authority (OCTA) to utilize its bus stops/pullouts as part of its shuttle service operations • All residents of driving age must disclose any owned, leased, or rented vehicles to be permitted to park on the project site or any properties as part of the valet or shuttle service • Each tenant must agree to terms prohibiting parking of his or her vehicle on any City -owned property o Every such agreement must contain penalties/consequences for violating the terms of the agreement o Terms shall also be incorporated into the City's housing plan or agreement for the project • The shuttle shall be operated by the developer and be at the developer's expense • The developer and/or management company shall maintain a copy of the shuttle's operating plan, including days, times, and frequency of service, with the City's Planning Division and Public Works Agency • The City can record a lien to collect any unpaid fines or monitoring costs • The City may require the developer and/or management company to include lease provisions that limit the number of vehicles a tenant may possess during the term of occupancy • The developer and/or management company shall work with the City's Planning Division, Public Works Agency, and City Attorney's Office to document and record the agreement Table 5: CEQA. Strategic Plan Alignment and Public Notification & Community Outreach CEQA, Strategic Plan Alignment, and Public Notification & Community Outreach CEQA CEQA Type Previously approved environmental document EIR No. 2006-01 Reason(s) In accordance with the California Environmental Quality Act (CEQA), the recommended Exempt or Analysis action has been determined to be adequately evaluated in the previously certified EIR No. 2006-01 as per Sections 15162 and 15168 of the CEQA guidelines. All mitigation measures in EIR No. 2006-01 and associated Mitigation Monitoring and Reporting Program (MMRP) have been enforced and continue to apply to the proposed project. As required by the MMPR, a traffic impact analysis was performed to analyze any potential 60A-55 EXHIBIT 2 SPR No. 2017-09/DBA No. 2017-02 May 21, 2018 Page 10 CEQA, Strategic Plan Alignment, and Public Notification & Community Outreach changes in area traffic as a result of the proposed development. The study concluded that no additional significant impacts would trigger the requirement for additional environmental review. In addition, a health risk assessment (HRA) was prepared to identify any impacts from developing a residential community near a major freeway. The HRA finds that no mitigation measures are required for the project due to its distance from the Santa Ana (I- 5) and Costa Mesa (SR-55) freeways. In considering additional analysis, the applicant submitted a greenhouse gas study to indicate that the project will not negatively impact greenhouse gas reduction goals. As outlined in this staff report, the project is consistent with the City's General Plan and the MEMU regulating plan. Further, it is consistent with the density bonus provisions outlined in the City's Housing Opportunity Ordinance. The project site is located within city limits and is less than five acres in size. It is already in an urbanized setting surrounded by urban uses, and the project has not been identified as habitat for endangered, rare or threatened species. Strategic Plan Alignment Goal(s) and Policy(s) Approval of this item supports the City's efforts to meet Goal No. 3 (Economic Development) Objective No. 2 of creating new opportunities for businesstjob growth and encourage private development through new General Plan and Zoning Ordinance policies. The item also supports Goal 5 (Community Health, Livability, Engagement & Sustainability) Objective No. 3 to facilitate diverse housing opportunities and support efforts to preserve and improve the livability of Santa Ana neighborhoods. Public Notification & Community Outreach Required Measures A public notice was posted on the project site on May 25, 2018. Notification by mail was mailed to all property owners and occupants within 500 feet of the project site on May 25, 2018. Newspaper posting was published in the Orange County Reporter on May 25, 2018. The applicant held a Sunshine Ordinance community meeting on September 7, 2016 at the Saint Jeanne de Lestonnac School. Two members of the public attended: a schoolteacher from the facility and a representative from the City of Tustin. Both voiced their support for the project. No additional communications regarding the meeting were received after. The Lyon Street Neighborhood Association was contacted by phone to identify any areas Additional Measures of concern. At the time this report was printed, no issues of concern were raised regarding this application. Conclusion Based on the analysis provided within this report, staff recommends that the Planning Commission adopt a resolution approving Site Plan Review No. 2017-09 and Density Bonus Agreement Application No. 2017-02 as conditioned. Ali Pezeshkpour, AICP Senior Planner Z I •. EXHIBIT 2 SPR No. 2017-09/DBA No. 2017-02 May 21, 2018 Page 11 AP:sb S.'1Planntng Canmission1201MPR17-09 DBA17-02 AMG Assoc 2110 and 2114 E FlrsLpc Exhibits 1. Resolution 2. Vicinity Zoning and Aerial Map 3. Site Photo 4. Site Plan 5. Unit Floor Plans 6. Building Elevations 7. Building Perspectives 8. Landscape Plans 9. Air Quality and Greenhouse Gas Technical Report 10. Health Risk Assessment 11. Parking Study and Management Plan 60A-57 EXHIBIT 2 This page left blank intentionally. �. 1 EXHIBIT 2 LS 6.04.18 RESOLUTION NO. 2018-xx A RESOLUTION OF THE PLANNING COMMISSION OF THE CITY OF SANTA ANA APPROVING SITE PLAN REVIEW NO. 2017-09 AS CONDITIONED AND DENSITY BONUS AGREEMENT NO.2017-02 AS CONDITIONED FOR A NEW MIXED -USE FAMILY AFFORABLE RENTAL RESIDENTIAL AND COMMERCIAL DEVELOPMENT FOR THE PROPERTIES LOCATED AT 2110, 2114, AND 2020 EAST FIRST STREET BE IT RESOLVED BY THE PLANNING COMMISSION OF THE CITY OF SANTA ANA AS FOLLOWS: Section 1. The Planning Commission of the City of Santa Ana hereby finds, determines and declares as follows: A. Gene Broussard, representing Affordable Housing Land Consultants, Inc. (AMG & Associates, hereinafter referred to as "Applicant'), is requesting approval of Site Plan Review No. 2017-09, as conditioned, and Density Bonus Agreement No. 2017-02, as conditioned, to allow the construction of a new mixed -use 552-unit family affordable rental residential and commercial development at 2110 and 2114 East First Street. B. The Metro East Mixed Use overlay district was adopted in 2007 as a result of interest in developing mixed -use residential and commercial projects in its project area. The regulating plan, which establishes land uses and development standards, allows a variety of housing and commercial projects, including mixed -use residential communities, live/work units, hotels, and offices. C. The California Density Bonus law allows developers to seek increases in base density for providing on -site housing units in exchange for providing affordable units on site. To help make constructing on -site affordable units feasible, the law allows developers to seek incentives/concessions or waivers that would help the project be built without significant burden and without detriment to public health. D. On June 4, 2018, the Planning Commission of the City of Santa Ana held a duly noticed public hearing and at that time considered all testimony, written and oral. E. Section 41-595.5 of the Santa Ana Municipal Code (SAMC) requires a review by the Planning Commission of all plans within a zoning district classification combined with an OZ suffix where the applicant wants to Resolution No. 2018aoc Page 1 of 11 66N! BY EXHIBIT 2 apply the overlay zone, to ensure the project is in conformity with the overlay zone plan. F. The zoning designation for the subject property is Metro East Mixed Use (MEMU) Overlay Zone (OZ-1) in the Active Urban land use district. G. The Planning Commission determines that the following findings, which must be established in order to grant this Site Plan Review pursuant to SAMC Section 41-595.5, have been established for Site Plan Review No. 2017-09 to allow construction of the proposed project. That the proposed development plan is consistent with and will further the objectives outlined in Section 1.2 for the MEMU overlay district. The proposed development project will be compatible with Section 1.2 (Objectives) of the Metro East Overlay zone. The proposed project will contain 552 residential units (including one manager's unit) with a substantial (up to 10,000 square feet) commercial component. In addition, the project has been designed to feature a public plaza at its frontage on First Street, designed for temporary activities or kiosks. Constructing 552 units in the project area will add to the residential population in the area, stimulating demand for community -serving commercial uses such as restaurants, retail stores, dry cleaning services, and other similar uses. Finally, the project meets several General Plan goals and policies, including the Land Use Element's Goal 2 (to encourage diversity of quality housing, affordability levels, and living experiences), Goal 4 (to provide adequate rental and ownership housing and supportive services), and the Housing Element's policies HE-2.3 and 2.4 (to encourage construction of rental housing, facilitate diverse types of housing, prices, and sizing). 2. That the proposed development plan is consistent with the development standards specified in Section 4 of the MEMU overlay district. Although the project complies with the majority of development standards enumerated in the MEMU regulating plan, it does not meet the requirements for publicly - accessible open space, building setbacks, off-street parking, and driveway widths. These standards require approval of incentives/concessions and/or waivers through the Density Bonus Agreement application. Resolution No. 2018-xx Page 2 of 11 EXHIBIT 2 3. That the proposed development plan is designed to be compatible with adjacent development in terms of similarity of scale, height, and site configuration and otherwise achieves the objectives of the Design Principles specified in Section 5 of the MEMU overlay district. The proposed development consists of a six -level project surrounded by multi -level and single -story structures. A single -level school campus abuts the site to the south, and single -story commercial development is to the north across First Street and east abutting the site. A midrise office building abuts the site to the west. The MEMU anticipates developments of this scale or larger in the "Active Urban" land use district, and this development would continue the scale of existing buildings in its immediate vicinity. Moreover, the project contains ground -floor non-residential (commercial and community) spaces at the front of the project, which will activate First Street. These spaces have been designed to feature ground -floor ceiling heights between 12 and 22 feet tall, enhancing the urban, mixed -use atmosphere envisioned by the MEMU overlay district. 4. That the land use uses, site design, and operational considerations in the proposed development plan have been planned in a manner that will result in a compatible and harmonious operation as specified in Section 7 of the MEMU overlay district. The proposed project is consistent with the scale and intensity of projects anticipated in the original MEMU EIR (EIR No. 2006-01) and in the MEMU overlay district regulating plan. No negative impacts from noise, air quality, aesthetics, or traffic are expected except for temporary impacts arising during construction of the project. The site's design is intended to activate its frontage on First Street by providing flexible community areas that can be programmed with activities or temporary uses, and the landscape palette has been carefully selected to complement existing landscape patterns of the surrounding land uses. H. The Planning Commission determines that the following findings, which must be established in order to grant this Density Bonus Agreement pursuant to SAMC Section 41-1607, have been established for Density Bonus Agreement No. 2017-02 to allow construction of the proposed project: 1. That the proposed development will materially assist in accomplishing the goal of providing affordable housing Resolution No. 2018-xx Page 3 of 11 60A-61 EXHIBIT 2 opportunities in economically balanced communities throughout the city. The proposed development will provide 552 affordable rental family housing units, contributing toward the City's rental housing stock to serve the needs of diverse and underserved populations. The area in which the project is proposed, the Metro East Mixed Use overlay district, currently contains one market -rate mixed use community and another entitled market -rate mixed use community. The construction of this project will contribute toward an economically balanced community by providing housing for different demographic and income levels in an area rich with employment opportunities, commercial development, and market -rate housing. 2. That the development will not be inconsistent with the purpose of the underlying zone or applicable designation in the general plan land use element. The project site is located in an area already identified in both the City's Zoning Code (the Metro East Mixed Use overlay district) and General Plan (the Land Use and Housing elements) for new residential communities. Moreover, the proposed density of 80 units per acre is consistent with the anticipated development intensity of 90 units per acre in the General Plan Land Use element, and is below the density bonus provisions in the California Density Bonus Law for family -oriented projects (35-percent density bonus) and in the City's Housing Opportunity Ordinance (35- percent density bonus). 3. That the deviation is necessary to make it economically feasible for the Applicant to utilize a density bonus authorized for the development pursuant to section 41-1603. The proposed project requires three deviations through incentives/concessions: publicly -accessible open space, building setbacks (side and rear), and offsite parking, as well as one deviation through a waiver in driveway width. The four deviations are described as follows: First, the MEMU regulating plan requires that publicly - accessible open space be provided along main street -facing fagades. Because the project has frontage on only one street, meeting this requirement would result in the building being pushed back significantly from First Street and would Resolution No. 2018-xx Page 4 of 11 60A-62 EXHIBIT 2 render almost the first 1/4 of the site's depth unusable for building area, resulting in the developer having to construct a parking structure or subterranean parking, significantly increasing building costs. Moreover, in order to maintain the current proposed unit count, the developer would be required to construct additional levels, resulting in a different type of construction (steel-frame/Type I versus wood/Type III), further increasing development costs. If the publically accessible open space standard were applied as written, the result would be a significant loss of units and parking area. Pushing the building back would also reduce the contribution to creating a more urban, walkable environment. The Applicant intends to compensate for this reduction by providing a greater average square footage of private/common open space per unit on the project site. Second, for a project of this size and construction type, OCFA requires 360-degree circulation on the project site with minimum 20-foot fire lanes. The addition of landscaping and walkways around the project perimeter results in the project not being able to meet the maximum 10-foot side yard requirement. Further, for a project of this height, the MEMU requires a 100-foot rear yard setback. In order to maintain the current proposed unit count, the developer would be required to construct additional levels, resulting in a different type of construction (steel-frame/Type I versus wood/Type III), further increasing development costs. Implementing this standard as written would result in the building being set back an additional 55 feet from the rear lot line, resulting in a significant loss of units and parking area. Third, constructing 2.0 parking spaces per residential unit on the project site would require the developer to construct an additional level of parking either above- or below -grade, resulting in increased construction costs and/or a loss of an entire level of residential units. Staff has analyzed the proposed project and finds that there is potential that the project and neighborhood may be impacted by the reduced parking. The City has identified the MEMU area for high - intensity, mixed use development in order to reduce demands for parking and traffic impacts. However, the MEMU area is still in transition, and portions including the MEMU area have yet to redevelop and produce the pedestrian -scale environment envisioned by the plan. To mitigate these impacts, the applicant prepared a parking study that shows that providing valet service and/or a shuttle to major transit stops will reduce parking demand on the site Resoluton No. 2018-xx Page 5 of 11 EXHIBIT 2 by 150 parking spaces. The study also identifies the project and its proximity to transit will generate 105 new transit trips. Based on these factors and comparison against other major parking studies prepared by public agencies (San Diego, 2011 and Los Angeles, 2016), the parking study states that the project will have a peak demand of 349 vehicles for the residential component only and 399 parking spaces, including the commercial component. The report and staff analysis also show that the site lies along an express and a standard bus line that provide service approximately every 10 to 15 minutes during rush hour. These lines connect the project to points west (central Santa Ana, Garden Grove, and Westminster), north (Tustin, Orange, and Placentia), and east (central Tustin). Finally, the Applicant is proposing valet service to nearby parking lots and a parking shuttle to major transit stops to further reduce the demand for on -site parking. Fourth, if the project was designed with narrower driveways, the driveways would not conform to minimum standards established for fire ingress/egress by OCFA and for trash truck ingress/egress established by the Public Works Agency and Waste Management, the current waste collector contracted by the City. As a result, a waiver from the maximum driveway width is required. The .three. requested concessions. could be avoided _ if the project were constructed using a different site plan and building type. If the project were designed with a multi -level parking and/or subterranean parking structure, or if the applicant used different building materials (non-combustible, Type 1) to construct a taller project, additional area on site would become available to provide open space and parking, and to meet the required rear yard setback. However, these changes would increase development costs, resulting in the affordable housing project becoming financially infeasible due to the significantly -increased financial implications of using Type I construction. I. The Applicant agrees to indemnify, hold harmless, and defend the City of Santa Ana, its officials, officers, agents, and employees, from any and all liability, claims, actions or proceedings that may be brought arising out of its approval of this project, and any approvals associated with the project, including, without limitation, any environmental review or approval, except to the extent caused by the sole negligence of the City of Santa Ana. Resolution No. 2018-xx Page 6 of 11 EXHIBIT 2 Section 2. In accordance with the California Environmental Quality Act (CEQA), the recommendation is exempt from further review pursuant to Sections 15162 and 15168 of the CEQA guidelines. In accordance with the California Environmental Quality Act (CEQA), the recommended action has been determined to be adequately evaluated in the previously certified EIR No. 2006-01 as per Sections 15162 and 15168 of the CEQA guidelines. All mitigation measures in EIR No. 2006-01 and associated Mitigation Monitoring and Reporting Program (MMRP) have been enforced and continue to apply to the proposed project. As required by the MMPR, a traffic impact analysis was performed to analyze any potential changes in area traffic as a result of the proposed development. The study concluded that no additional significant impacts would trigger the requirement for additional environmental review. In addition, a health risk assessment (HRA) was prepared to identify any impacts from developing a residential community near a major freeway. The HRA finds that no mitigation measures are required for the project due to its distance from the Santa Ana (1-5) and Costa Mesa (SR-55) freeways. In considering additional analysis, the applicant submitted a greenhouse gas study to indicate that the project will not negatively impact greenhouse gas reduction goals. As outlined in the accompanying staff report, the project is consistent with the City's General Plan and the MEMU regulating plan. Further, it is consistent with the density bonus provisions outlined in the City's Housing Opportunity Ordinance. The project site is located within city limits and is less than five acres in size. It is already in an urbanized setting surrounded by urban uses, and the project has not been identified as habitat for endangered, rare or threatened species. Section 3..The Planning,Commission of the City of Santa Ana, after conducting the public hearing, hereby approves Site Plan Review No. 2017-09 and ,Density Bonus Agreement No. 2017-02 as conditioned in Exhibit A attached hereto and incorporated as though fully set forth herein. This decision is based upon the evidence submitted at the above said hearing, which includes, but is not limited to: the Request for Planning Commission Action dated May 14, 2018, and exhibits attached thereto; and the public testimony, written and oral, all of which are incorporated herein by this reference. ADOPTED this 41h day of June, 2018 by the following vote: AYES: Commissioners: NOES: Commissioners: ABSENT: Commissioners: ABSTENTIONS: Commissioners: Resolution No. 2018-xx Page 7 of 11 EXHIBIT 2 Mark McLoughlin Chairman APPROVED AS TO FORM: Sonia R. Carvalho, City Attorney Lisa Storck Assistant City Attorney CERTIFICATE OF ATTESTATION AND ORIGINALITY I, SARAH BERNAL Recording Secretary, do hereby attest to and certify the attached Resolution No. 2018-xx to be the original resolution adopted by the Planning Commission of the City of Santa Ana on June 4, 2018. Date: Recording Secretary City of Santa Ana Resolution No. 2018-xx Page 8 of 11 EXHIBIT 2 Site Plan Review No. 2017-09 and Density Bonus Agreement No. 2017-02 are approved subject to compliance, to the reasonable satisfaction of the Planning Manager, with applicable sections of the Santa Ana Municipal Code, the California Administrative Code, the California Building Standards Code, and all other applicable regulations. In addition, it shall meet the following conditions of approval: The Applicant must comply with each and every condition listed below prior to exercising the rights conferred by this site plan review. The Applicant must remain in compliance with all conditions listed below throughout the life of the development project. Failure to comply with each and every condition may result in the revocation of the site plan review. A. Planning Division All proposed site improvements must conform to the Development Project Review approval of DP No. 2016-33. 2. Prior to issuance of building permits for above -ground construction, the Applicant shall record terms into an agreement with the City of Santa Ana detailing operations of the proposed shuttle and/or valet service. The terms and contents of the agreement may be included in any required density bonus and/or inclusionary housing agreement and shall be reviewed and approved by the Planning Division, Public Works Agency, and City Attorney's Office prior to recordation. Upon review and approval, proof of the agreement's recordation shall be submitted to the Planning Division prior to building permit issuance. After 12 months of operation, the Applicant shall prepare a review of the operations detailed in the agreement, including the shuttle and/or valet services, for review and analysis by the City, after which modifications and/or alternate parking reduction strategies will be considered if necessary. Any modifications and/or alternate parking reduction strategies will be reviewed by the Planning Manager, after which a determination will be made if the agreement can be amended by the City Manager or his designee, or if the Planning Commission must review any new proposed conditions of approval. The initial "deal points" are outlined below: • AMG must identify which parking lots have agreed to rent out parking spaces for the valet service • AMG must identify specific shuttle stop locations and must obtain approval from the Orange County Transportation Authority (OCTA) if it wishes to utilize its bus stops/pullouts as part of its shuttle service operations Resolution No. 2018-xx Page 8 of 11 60A-67 EXHIBIT 2 • All residents of driving age must disclose any owned, leased, or rented vehicles to be permitted to park on the project site or any properties as part of the valet or shuttle service • Each tenant must agree to lease terms prohibiting parking of his or her vehicle on any City -owned property o Every such agreement must contain penalties/consequences for violating the terms of the agreement o Terms shall also be incorporated into the City's housing plan or agreement for the project • The shuttle shall be operated by the developer and at the developer's sole expense • The developer and/or management company shall maintain a copy of the shuttle's operating plan, including days, times, and frequency of service, with the City's Planning Division and Public Works Agency • The City can record a lien to collect any unpaid fines or monitoring costs • The developer may require include lease provisions that limit the number of vehicles a tenant may possess during the term of occupancy • The developer and/or management company shall coordinate with the City's Planning Division, Public Works Agency, and City Attorney's Office to document and record the agreement 3. Prior to issuance of building permits for above -ground construction, the Applicant shall provide the City of Santa Ana a copy of a recorded easement for reciprocal access (ingress, egress, and fire access) for any and all proposed shared drive aisle(s) between the project site and the adjacent property to the west. Any amendment to this site plan review, including modifications to approved materials, finishes, architecture, site plan, landscaping, unit count, mix, and square footages must be submitted to the Planning Division for review. At that time, staff will determine if administrative relief is available or if the site plan review must be amended. 5. A residential property manager shall be on site at all times that the project is occupied and the developer and onsite management shall at all times maintain a 24-hour emergency contact and contact information on file with the City. 6. All mechanical equipment shall be screened from view from public and courtyard areas. 7. A final detailed amenity plan must be reviewed and approved prior to issuance of any building permits. The plan shall include details on the hardscape design, lighting concepts and outdoor furniture for amenity, plaza, or courtyard areas as well as an installation plan. The exact specifications for these items are subject to the review and approval by the Planning Division. Resolution No. 201 S-xx Page 9 of 11 EXHIBIT 2 8. Prior to installation of landscaping, the Applicant shall submit photos and specifications of all trees to be installed on the project site for review and approval by the Planning Division. Specifications shall include, at a minimum, the species, box size (24 inches minimum), brown trunk height (10-foot minimum), and name and location of the supplier. 9. After project occupancy, landscaping and hardscape materials must be maintained as shown on the approved landscape plans. 10. A Resident Storage Plan shall be provided for the project prior to occupancy. Storage shall be available at no cost to the residents. 11. Prior to issuance of building permits, the Applicant shall submit a construction schedule and staging plan to the Planning Division for review and approval. The plan shall include construction hours, staging areas, parking and site security/screening during project construction. Resolution No. 2018-xx Page 10 of 11 • EXHIBIT 2 This page left blank intentionally. 60A-70 613/2018 SPR 2017-09 & DBA 2017-02, "AMG First Point" EXHIBIT 2 Ana Boundary b5 C.1 , .y 44 - �` rrtasS:e_d _ - .. i i •I b t F ., ton Oeaupbon � I�7 � �. _t • ❑SL I1 rMa I � `.a r,jT f. 4 [e l' -> N1 ■ G ,: ■: ti' G. a is t r i g `x LJ ©< ... 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May 2, 2018 Alexis Gevorgian AMG Associates, LLC. 16633 Ventura Boulevard, Suite 1014 Encino, CA 91436 Re: Parking Demand Analysis for the 2114 E. 111 Street Apartments INTRODUCTION This report describes the parking demand characteristics of the proposed mixed -use project located at 2114 E. 1s' Street in the City of Santa Ana. The purpose of this report is to present the expected parking demand of the proposed project. PROJECT DESCRIPTION The 2114 E. 15t Street Apartments is proposed to be a mixed use project with 552 apartment units over ground floor retail and a 620 space parking garage. There will also be 10,000 square feet of ground floor retail space. The project is located on the southeast corner of 1 st Street and East 1 st Street in the City of Santa Ana. The site is currently occupied by a used car dealership several other businesses in a single store office building. TRANSPORTATION SETTING Surrounding Land Uses - The project would be located within walking distance of shopping, restaurants, and a number of major employers such as Caltrans, the Social Security Administration, Kaiser Permanante's Offices, the Tustin Rehabilitation Hospital, and the Orange County Global Medical Center. Roadway Network - The primary roadway that would be affected by this project is 1 st Street. 111 Street is a six -lane street along the frontage of the project, and changes to have two eastbound lanes just east of the project site. It is an arterial street with traffic signals at all major intersections but no parking is permited in the vicinity of the proposed project. E. 1st Street is a two-lane private dead end road that currently has on -street parking that is designated as being restricted to authorized vehicles only. Please note that E. 15t Street is within the boundary of the project site and would be realigned as part of the proposed project. Transit Service - There is bus transit service provided by Orange County Transportation Authority (OCTA) adjacent to the project. Route 64 operates next to the project site with connections to other bus routes at Larwin Square in Tustin and at the Westminster Mall in EXHIBIT 11 1875 Olympic Boulevard, Suite 210 • Walnut Creek, CA 94596 - 925.945.0201 - Fax: 925.945.7966 60A-84 Page 2 of 8 — 2114 E. 11' Street Parking Demand Analysis Abi-969"Alls6ciates TRAFFIC ENGINEERING, INC. Huntington Beach. Please note the nearest bus stops are less than a block from the site. About two blocks away are bus stops for Routes 71 and Express Route 64X. PARKING DEMAND ANALYSIS This section discusses the estimated parking demand for the project. The proposed project is proposing to provide on on -site parking garage with 620 spaces. The amount of auto use would be less than a typical apartment project as a result of the affordability component of the project and the proximity to transit. As a result, it is expected some auto trips would be replaced by transit trips, pedestrian trips, and bicycle usage. There are a couple factors that the City could consider when reviewing parking demand for this project. These include: 1. Residential Parking Demand for Transit Oriented Developments -There is extensive evidence available that apartment units in transit oriented developments generate less parking demand than market rate units. 2. Affordable Housing Parking Generation Rates - There is also extensive evidence that affordable apartment units generate less parking demand than market rate units. Residential Parking Demand for Transit Oriented Developments - For a location in business district with bus transit access (and located near major employers), the parking demand would be less than the typical parking demand rate in the ITE Parking Generation Manual. The availability of transit, the use of bicycles, and the attractiveness of walking in the mixed -use business district environment would clearly result in reduced vehicle trip generation and an associated reduction in the need for parking. Since it is anticipated that a higher portion of all travel will occur by walking, bicycling, and through the use of public transit, it is expected that some of the apartment residents would not have personal vehicles. According to S.B. 743 a project's parking impacts are no longer be considered significant impacts on the environment if the project is a Transit Oriented Development (TOD). In the State of California a TOD is defined as a project that is 1) residential, mixed -use residential, or an employment center project, and 2) located on an infill site within a transit priority area. A transit priority area is defined as being an area within one-half mile of a major transit stop. A major transit stop is defined as containing an existing rail transit station, a ferry terminal served by either a bus or rail transit service, or the intersection of two or more major bus routes with a frequency of service interval of 15 minutes or less during the morning and afternoon peak commute periods. In the case of the proposed project all of these criteria are met with one minor exception. Less than two blocks away there is a intersection of two major bus routes. While the overall frequency of the bus service at the intersection is 15 minutes one of the lines at the intersection (Route 71) operates on slightly higher service intervals of about 20 minutes. �• • Page 3 of 8 — 2114 E. 1" Street Parking Demand Analysis Abr§K4N1Ts6ciates TRAFFIC ENGINEERING. INC. The project is also proposing to meet the major transit stop requirement by providing a shuttle service to the Santa Ana Regional Transit Center. The Santa Ana Regional Transportation Center (SARTC) is a major transfer center that provides access to regional Amtrak and Metrolink rail services as well as intercity and interstate bus transportation. The shuttle is planned to include service during the weekday peak commute hours with a maximum headway of 15 minutes using a 20-passenger shuttle bus. Other than the project itself, the shuttle would include the following stops to serve residents: V Street at Cabrillo Park Drive 18' Street at Lyon Street 1 sI Street at Grand Avenue 1 sc Street at Standard Avenue Santa Ana Boulevard at Santiago Boulevard (The Santa Ana Regional Transit Center) Grand Avenue at Santa Ana Boulevard Based on data from MTC's travel survey for projects within 1 mile of a train station, during the peak commute hours the project would be forecast to generate approximately 105 transit trips. However, please note that that it is forecast that approximate three quarters of these trips would be expected to use the planned shuttle service and the other 25% of these transit trips would be made via existing public transit in the area. Again, please note that there are public bus stops located less than a block from the site. With the addition of the shuttle service to the SARTC the project will meet the definition of a transit oriented development (subject to City approval) and, as such, a reduction in the parking demand from the project would be forecast to occur. Based on a detailed analysis of 12 large TOD housing projects the parking demand for the proposed project, when compared to a project without any major transit stops nearby, would be expected to be reduced by a minimum of 23%. Therefore, the addition of the shuttle service is estimated to equate to a minimum reduction in parking demand of approximately 150 parking spaces.' In addition, the detailed surveys of TOD housing projects have found that the peak parking demand recorded at TOD sites has been found to be a minimum of 45% less than the peak parking demand rates for apartments published by the Institute of Transportation Engineers (ITE).2 For the proposed project (ITE Land Use Code 222) the peak parking demand for non-TOD sites is 1.37 vehicles per unit. Therefore, based on surveys of similar TOD apartment projects the parking demand is forecast to be approximately 0.62 vehicles per unit, meaning the parking demand for the residential portion of the project could reduced for transit access by as much as 414 spaces (i.e. the Statewide Transit Oriented Development (TOD) Study Special Report — Parking and TOD: Challenges and Opportunities, Business, Transporation, and Houiing Agency of the Calfiornia Department of Sacramento, CA, February, 2002. z Parking Generation at Transit -Oriented Developments: Five US Case Studies, Reid Ewing, College of Architecture and Planning, Univerisyt of Utah, Salt Lake City, UT, November 2016. �� • •, Page 4 of 8 — 2114 E. ls' Street Parking Demand Analysis Abr9tWIN FIciates TRAFFIC ENGINEERING, INC. maximum potential reduction). Please note these reductions are based on market rate units near major transit stops but do not account for the affordability component of the project. Affordable Housing Parking Demand - There is extensive evidence that trip generation and parking demand at affordable housing projects is substantially less than would occur at a comparably sized market -rate apartment project. The following is a summary of some available data on this subject: City of Los Angeles Affordable Housing Survey - For example, a 2016 survey of affordable housing sites in the City of Los Angeles indicated the daily traffic generated at the sites was approximately 40% less than the ITE rates for market rate housing? Please note the City of Los Angeles allows up to a 50% reduction in parking for affordable housing projects. City of San Diego Affordable Housing Parking Study- The City of San Diego conducted an affordable housing parking study in 2011.4 About 2,750 surveys were distributed to 34 affordable housing developments. The survey found that parking demand for affordable projects is about one half of typical rental units in San Diego; almost half the units surveyed had no vehicle. The survey indicated that in urban areas (defined as somewhat conducive to walking with moderate transit access) affordable housing units had an average of 0.5 vehicles per household. Please note that affordable housing in central business district (core) area for very low income households were found to be as low as 0.1 cars per household. Assembly Bill No. 744 Planning and Zoning: Density Bonuses - It is also important to note that A.B. 744 allows developers of low income housing types to request lower parking minimums. Based on A.B. 744 it appears that mixed -income housing within Yz mile of a well -served transit stop and with at least 11 percent of the units set aside for extremely low-income residents or 20 percent set aside for low-income residents theoretically requires only 0.5 parking spaces per bedroom. According to the California Public Resources Code a well -served or "major transit stop" means a site containing an existing rail transit station, a ferry terminal served by either a bus or rail transit service, or the intersection of two or more major bus routes with a frequency of service interval of 15 minutes or less during the morning and afternoon peak commute periods. In the case of the proposed project there is a intersection with two major bus routes located much less than a /: mile from the site (about 700 feet from the site). At the nearby intersection of 15' Street and N. Tustin Avenue Route 64 and 64X operate with approximately 15 minute headways and Route 71 operates with approximately 20 minute headways. In addition the project is also proposing to provide shuttle service to the Santa Ana Regional Transporation Center with 15 minute headways. This proposed service is decribed in more detail below. It should also be noted that ' Transportation Impact Study Guidelines, City of Los Angeles, Los Angeles Department of Transportation, CA, December, 2016. ^Affordable Housing Parking Study, City of San Diego, San Diego, CA, February, 2011. �� • Page 5 of 8 — 2114 E. 161 Street Parking Demand Analysis AbrNWWOsgdates TRAFFIC ENGINEERING, INC. to meet the requirements of A.B. 744 projects must provide unobstructed access to the transit stop that they are near, meaning that a resident must be able to access the stop without encountering natural or constructed impediments. Based on our review this requirement would be met since there is an existing sidewalk between the project site and the transit stop in question. SUMMARY OF FINDINGS ON PARKING Table 1 presents a summary of the project's parking requirements and forecast demand based on the City's code, the ITE parking generation rates, the referenced transit oriented development studies, and also the affordable housing surveys. The residential parking providec would be forecast to generate a demand for about 756 spaces based on the unadjusted ITE parking rates.5 This publication indicates that market rate apartments (ITE Land Use Code 222) typically generate a maximum peak parking demand of 1.37 vehicles per unit. Table 1 Off -Street Parking Calculations Data Source Land Use Size Parking Ratio Required Spaces City of Santa Ana Municipal Code Apartments 552 units 1.25 690 City of Santa Ana Municipal Code Retail 10,000 sq. ft. 5 50 Municipal Code Parking Requirement 740 ITE Parking Demand Rates Apartments 552 units 1.37 756 ITE Parking Demand Rates Retail 10,000 sq. ft. 2.55 26 ITE Unadjusted Demand Estimate 782 Transit Oriented Development Rates Apartments 552 units 0.62 342 ITE Parking Demand Rates Retail 10,000 sq. ft. 2.55 26 TOD Parking Demand Estimate 368 Affordable Housing Rates Apartments 552 units 0.5 276 ITE Parking Demand Rates Retail 10,000 sq. ft. 2.55 26 Affordable Housing Parking Estimate 302 5 Parking Generation Manual, 4tb Edition, Institute of Transportation Engineers, Washington D.C., 2010. 146 . . �1� � •• Page 6 of 8 — 2114 E. 181 Street Parking Demand Analysis Abr9&1WTs6dates TRAFFIC ENGINEERING, INC. Based on the most recent data available from the City of Los Angeles affordable housing projects generate about 40% less vehicles per day than a typical market rate apartment building. Based on this data the residential portion of the project would have an estimated parking demand of approximatrely 302 vehicles. Therefore, with the proposed shuttle service to meet the transit access requirements the City could consider making the findings that allowing the project to proceed with 0.5 spaces per unit is reasonable and appropriate. This could be based, in part, on the fact that this is an affordable housing project in a location within walking distance of bus transit and major employment centers. If this were approved, the following is a calculation of the potential parking requirements: 552 units times 0.5 spaces per unit equals 276 parking spaces. Including the 50 spaces required for the retail space would increase the net total parking requirement for the project 326 parking spaces. The justification is as follows: Transit Services - There are existing bus stops less than one block from the site that provide direct access other regional bus routes in the area. Route 64 operates next to the project site with connections to other bus routes at Larwin Square in Tustin and at the Westminster Mall in Huntington Beach. About two blocks away are bus stops for Routes 71 and Express Route 64X. In addition to these services the project is proposing to provide free on -demand shuttle service to the Santa Ana Regional Transportation Center for residents that would operate on 15 minute headways during the peak commute hours. The Santa Ana Regional Transportation Center (SARTC) provides access to regional Amtrak and Metrolink rail services and also intercity and interstate bus transportation. City of Santa Ana General Plan Policies - The City of Santa Ana has a number of policies that support a reduction in on -site parking. These include policies related to the goals of increasing the use of public transit, limiting increases in vehicular traffic, improving air quality, limiting fuel consumption, and improving conditions for pedestrians in the area. Each of these factors, goals, and objectives is described in the City's General Plan. These policies could provide additional support for making the findings to approve the project with reduced parking. Assembly Bill No. 7" - The proposed project is within two block of an intersection of two major bus routes, which is clearly much less than the typical ''/z mile requirement for a project to be considered a transit oriented development. At the nearby intersection of 1s1 Street and N. Tustin Avenue Route 64 and 64X operate with approximately 15 minute headways and Route 71 operates with approximately 20 minute headways. However, it is important to note that this project will provide additional demand for bus service in the area and the applicant has said they plan to open a discussion with OCTA about increasing the frequency of service. As mentioned above, the project is also proposing to provide shuttle service to the Santa Ana Regional Transporation Center with 15 minute headways. This would provide a direct and convienient connection to the Santa Ana Regional Transportation Center. The Santa Ana Regional Transportation Center (SARTC) provides extensive access to numerous transit services including Amtrak and Metrolink rail services, multiply OCTA bus routes, airport and taxi services, and also intercity and interstate bus transportation. Z.. �1 1 � 1 Page 7 of 8 —2114 E. 13' Street Parking Demand Analysis AbrgfT1Sj715skiates TRAFFIC ENGINEERING, INC. CONCLUSIONS The proposed project qualifies as a transit oriented development due to its close proximity to a major transit stop where two major bus routes intersect. While the applicant is expecting to open discussions with OCTA about increasing the frequency of bus service near the project site, the project will not rely on this to achieve alternative transportation goals. To ensure the project fully qualifies as a transit oriented development the project is also proposing to provide residents with private shuttle service to the Santa Ana Regional Transporation Center with 15 minute headways. If the City were to allow the applicant to provide 0.5 spaces per unit, as specified by A.B. 744, the parking required for the project would theoretically be 326 parking spaces. Please note this includes the 50 spaces required for the retail uses. The parking demand can also be estimated based on the 4th Edition of the ITE Parking Generation Manual. Since the project is two blocks from a major transit stop and will be providing free shuttle service to the SARTC, the proposed project would be expected to have a 23% reduction to the ITE parking demand.' In addition, an additional reduction to the ITE forecasts can be applied due to the fact that the entire project would be restricted to residents making 60% or less of the Area Median Income (AMI). The City of San Diego's 2011 Affordable Housing Parking Study found that parking demand for affordable housing projects is about one half of typical rental units in San Diego and almost half the units surveyed had no vehicle. However a more conservative esimate comes from the 2016 survey of affordable housing sites conducted by the City of Los Angeles. This study determined that the number of vehicles generated by affordable housing projects is about 40% of what is generated by comparably sized market rate projects. Using the assumptions above the residential portion of the project is forecast to have an unadjusted peak parking demand of 349 vehicles. Including the 50 spaces required for the retail space would increase the forecast total peak parking demand for the project to 399 parking spaces. Please note that if it were conservatively assumed that all the affordable housing sites surveyed in the Los Angeles study also had excellent transit access (and the separate reduction for transit access was eliminated from the parking calculations) then the project would have a forecast average peak parking demand of 504 vehicles. Based on the proposal to accommodate this demand with an on -site parking garage with 620 parking spaces our conclusion is that no parking impacts to the surrounding roadways or properties in the area would be anticipated. Z I • Page 8 of 8 — 2114 E. 1a' Street Parking Demand Analysis Abr§?4W'Ts6ciates TRAFFIC ENGINEERING, INC. Please don't hesitate to contact me if you have any questions about this information. Sincerely, 54L Stephen C. Abrams President Abrams Associates T.E. License No. 1852 60A-91 ILLIN MIN Is W� mom_ 4® A In rd w � N H m X LU O a L ■ LL i O Cl) O N LL C O Q) cc .� Q.cuL_ CU > c_0 LL (6� c 0- U) L l • w t� �. oa F- (l5 4-1 Qi oo E r � co c� G 0) L 0- 4-1 L L ■ � LL Q. LL • # �{ \ ;\\ \ UD(. cn W N m X w E a O �L W c .O O U) N J O U) co 0) cr C, co U) mej cn rN V ® � .� N � C/) U oar,J= 0 co cn L N ~ 00=%% m m U O W ~ C O Cl) O ° L CL L •� cu And O -1 > }p � / ocU O V CL � cu •`—' cn '— L. cn i �O _ O � U Co � O cn CL Q. �, a)cu •O � L p 0) � i o o a)Q� O— Q L. � m L LLU to 0. co ti O CL U) w U LO- N ClJ� 03 �N 0 iT 60A-97 E LO IV x NN • pp — C m N XLT W in i� a d ° 0 —tea—�, m a�A e M V E e a 'O N O.'YC 3 3 a L a UI N e °B a, G% 1 y,%a °70 as vO • 01 o •/ 8�j`JJ SOS •�P �i J CCL da d �O pCO `V LNT ILq 6O ° a xsc�� N �01 CCo iIIQ®Dave vas❑ II©aa•orvveere 1. 1 a _ O 7r c cv a : � ■ 0 1 4-0O i 'a (n N E Co CD in � co O cu o /a A c cu E O L (n .� Q) ��Lo E0 C)C) O 2 U i C) C: cu //�� LL Ln E L(1 0) M c co O7 O 0- 0) L 60A-101 N F- m X W L 0 Ja AMA AMA 0 U C L 0 cn w 02) c cu L(�Q) M r- tB W m ca a_ 4-1 41 U) i LL 60A-102 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MAY 7, 2019 TITLE: ADOPT RESOLUTION AFFIRMING CITY COUNCIL COMMITTEES, REPEALING RESOLUTION NO. 2017-076, AND APPOINT MEMBERS TO THE LEGISLATIVE AFFAIRS, ETHICS, TRANSPARENCY AND COMMUNICATIONS COUNCIL COMMITTEE (STRATEGIC PLAN NO. 5, 1) CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 1°' Reading ❑ Ordinance on 2ntl Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER CITY MANAGER RECOMMENDED ACTION 1. Adopt resolution affirming City Council Committees and repealing Resolution No. 2017-076. 2. Appoint two to three members to the Legislative Affairs, Ethics, Transparency and Communications Council Committee. 3. Approve modified meeting schedule to increase the frequency of the Joint Santa Ana Unified School District and City Council Committee meetings from quarterly to bimonthly meetings. DISCUSSION The City Council first established Council Committees in 1999. Since then, they are periodically reviewed to ensure that the diverse issues and challenges facing the City are adequately addressed. At the March 19, 2019, City Council Meeting, council approved the calendar schedule of established meetings and list of members for the established Council Committees 2019-2020 (as outlined in the table below). However, due to the restriction set forth in Resolution 2017-076 along with the resignation from Roman Reyna as the City Council Ward 4 representative, council was unable to make appointments to the Legislative Affairs, Ethics, Transparency and Communication Council Committee. The recommended action also includes a modification to the Joint Santa Ana Unified School District and City Council Committee meeting schedule. At the April 22, 2019 meeting, the committee members from the district and the city discussed the frequency of their meetings and mutually agreed that they would prefer to meet on a bimonthly basis. The proposed meeting schedule has been updated below to reflect the committee's recommendation. 65A-1 Adopt Resolution and Appoint Members to the Legislative Council Committee May 7, 2019 Page 2 Per Resolution No. 2017-076, Council Committees shall consist of two or three Councilmembers and Councilmembers may not serve on more than two committees at a time. Based on the feedback received from some of the Councilmembers at the March 19, 2019, Council meeting and the vacancy in ward 4, staff is recommending repealing Resolution No. 2017-076 to remove the restriction on the number of committees a councilmember wishes to serve during their two- year term, but subject to change at the request of the City Council. COMMITTEE SCHEDULE QUARTERLY Community Development 1. Iglesias Feb., May, Aug., Nov. Economic Development, 2. Penaloza Advisory: Infrastructure, Budget and 3. Solorio • Planning & Building Technology 2nd Monday, 5:00 pm. • Public Works • Finance • Information Technology Public Safety, Code QUARTERLY Enforcement and 1. Penaloza Mar., June, Sept., Dec. Police Department Neighborhood 2. Villegas Empowerment 2"1 Tuesday, 5:30 pm. Advisory: . Planning & Building BIANNUALY La islatiu®Affairs, Et ics, 1 Feb. & Aug. City Manager's Office Transparency and 2' 41 Wednesday, 12 Advisory: Communications noon • City Attorney • Clerk of the Council QUARTERLY Youth, Education and 1. Iglesias Jan., April, July & Oct. Parks, Recreation and Community Services 2. Solorio Community Services Committee 3. Villegas 31 Monday, 5:30 p.m. Agency AND IMON71aL' Joint Santa Ana Unified Feb., April, June, Aug., School District and City Oct. Dec. Council Committee 4" Monday, 5:30 p.m. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #5 Community Health, Livability, Engagement & Sustainability, Objective #1 (Establish a comprehensive community engagement initiative to expand access to information and create opportunities for stakeholders to play an active role in discussing public policy and setting priorities). 65A-2 Adopt Resolution and Appoint Members to the Legislative Council Committee May 7, 2019 Page 3 FISCAL IMPACT There is no fiscal impact associated with this action. cia: -Z� Norma Mitre Acting Clerk of the Council Exhibit: 1. Resolution 65A-3 65A-4 RESOLUTION NO.2019-XXX A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA REPEALING RESOLUTION NO. 2017-076 AND AFFIRMING CURRENT COUNCIL COMMITTEES BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SANTA ANA AS FOLLOWS: SECTION 1. The City Council hereby finds, determines and declares as follows: A. By Resolutions approved in the past, the City Council had created as many as eight (8) Council Committees for the purpose of focusing greater Council attention on key priorities coming before the Council in the future. B. In 2017, the City Council reorganized the Council Committees by replacing the previous six (6) with four (4) Council Committees, in order to improve efficiency and productivity of the committee process. C. The current City Council Committees are: 1. Community Services Committee (and Joint Santa Ana Unified School District and City Council Committee); 2. Economic Development, Infrastructure, Budget and Technology Committee; 3. Legislative Affairs, Ethics, Transparency and Communications Committee; and 4. Public Safety, Code Enforcement and Neighborhood Empowerment Committee. D. The City Council desires to continue the same four (4) City Council Committees specified in subsection C. SECTION 2. From and after the date hereof, each Committee shall consist of two (2) or three (3) Councilmembers. The members on the Committees shall be appointed by a majority of the entire City Council at a public meeting. Committee members do not receive additional stipends or compensation for serving on these Committees. Each Committee member shall serve on the Committee for a two-year term commencing with the first meeting of each new City Council following a general election, but each Councilmember shall continue to serve on his or her Committee until replaced. Resolution No. 2019-XXX Page 1 of 2 65A-5 SECTION 3. This Resolution repeals and their entirety relating to this subject matter, No. 2017-076. ADOPTED this-7th day of May,, 2019. APPROVED AS TO FORM: Sonia R. Carvalho City Attorney By: �Qd l)tSLt, t ru Laura A. Rossini Senior Assistant City Attorney replaces all previous Resolutions in including but not limited to Resolution Miguel A. Pulido Mayor AYES: Councilmembers NOES: Councilmembers None (0) ABSTAIN: Councilmembers None (0) NOT PRESENT: Councilmembers None (0) CERTIFICATE OF ATTESTATION AND ORIGINALITY I, Norma Mitre, Acting Clerk of the Council, do hereby attest to and certify the attached Resolution No. 2019-XXX to be the original resolution adopted by the City Council of the City of Santa Ana on May 7, 2019. Date: Resolution No. 2019-XXX Page 2 of 2 Norma Mitre Acting Clerk of the Council City of Santa Ana 65A-6 REQUEST FOR COUNCIL ACTION CITY COUNCIL MEETING DATE: MAY 7, 2019 TITLE: PUBLIC HEARING — ADOPT ZONING ORDINANCE AMENDMENT NO.2019-01 TO PERMIT THE EXPANSION OF AN EXISTING ELEMENTARY SCHOOL LOCATED WITHIN SPECIFIC DEVELOPMENT NO. 82 ZONING DISTRICT BY AMENDING CHAPTER 41 (ZONING) TO ADD A DEFINITION FOR "SCHOOLS" AND TO ALLOW SCHOOLS AS A PERMITTED USE IN THE SPECIFIC DEVELOPMENT ZONING DISTRICT LOCATED AT 2601- 2617 WEST FIFTH STREET (STRATEGIC PLAN NOS. 3,21 CITY IaANAGER RECOMMENDED ACTION Adopt Zoning Ordinance Amendment No. 2019-01. PLANNING COMMISSION ACTION CLERK OF COUNCIL USE ONLY: /:l»CAI9C9 ❑ As Recommended ❑ As Amended ❑ Ordinance on 1st Reading ❑ Ordinance on 2n° Reading ❑ Implementing Resolution ❑ Set Public Hearing For CONTINUED TO FILE NUMBER At its regular meeting on February 11, 2019, and after receiving public testimony on the item, the Planning Commission recommended that the City Council approve Zoning Ordinance Amendment No. 2019-01 by a vote of 5:0 (Alderete and Vedno absent). The Planning Commission added language to the Specific Development No. 82 zoning document (SD-82) to require the submittal and approval of a traffic plan and a safety plan prior to issuance of any building permits for a school use (Exhibit 2). DISCUSSION Red Hook Capital Partners III, LLC, representing Vista Heritage Charter Schools, submitted an application to amend the Permitted Uses and Operational Standards sections of the Specific Development No. 82 (SD-82) zoning district to specify "schools" as a permitted use and to add operational standards for a school use. In conjunction with the request, staff is proposing an amendment to Chapter 41 (Zoning) of the Santa Ana Municipal Code (SAMC) to add a "school' definition. If approved, Vista Heritage Charter School intends to expand their 6-8th grade operation located at 2609 West Fifth Street to include Kindergarten through 5t' grades within the spaces located at 2601 through 2617 West Fifth Street. 75A-1 ZOA No. 2019-01 2601-2617 West Fifth Street May 7, 2019 Page 2 School Expansion The existing Vista Heritage campus is approximately 18,368 square feet in size and will increase to 66,000 square feet at full build out. The additional square footage will accommodate 38 classrooms, a multi -purpose room, two cafeterias, office areas and conference rooms. The enlarged campus will be able to accommodate 870 total students, including 420 elementary age students and 450 middle school students. The increase in grades and students is expected to occur gradually, with the buildup anticipated to take up to five years to reach maximum capacity. The school will operate Monday through Friday from 7 a.m. to 6 p.m. The school currently operates from 8 a.m. to 3 p.m. but will shift their starting hours to between 7:30 a.m. to 8:15 a.m. to facilitate the drop-off function. School will end between 3 p.m. and 3:15 p.m., with about a third of the students expected to leave the campus. The remaining students will remain for after school care and will exit the site between 3:15 p.m. and 6 p.m. Building and Site Improvements Improvements will be primarily limited to interior tenant improvements to modify the building to accommodate school occupancy. Also part of the tenant improvements is the construction of a new elevator to comply with ADA requirements. The recreation area component for the school, currently located at the rear of the building, will be moved inside to minimize potential conflicts and/or impacts to the students and adjacent businesses. In response to feedback received during community outreach meetings, the school elected to avoid conflicts with adjacent businesses by locating their recreational facilities within the building. As a result, a 9,600 square foot multi- purpose room will accommodate basketball, soccer and other activities normally found at elementary and middle school sites. Minor exterior improvements will also be made to the building and site. These include a new disabled path of travel, parking lot repairs and restriping, and a yet to be determined fair share contribution toward a traffic signal on Fifth Street. Finally, the exterior of the building will incorporate a new paint scheme and signage. Parking A total of 67 parking spaces (1.5 spaces per classroom plus 3/1,000 square feet of office area) are required for the school, while 144 are provided. Currently, the parking demand for the school is 20 spaces, which accommodates the number of teachers and staff on the premises. At full buildout, approximately 62 staff and teachers will be working on the premises. The current integrated development site has a set of conditions, covenants and restrictions (CC&R's) that cover the three parcels and seven buildings that make up the development site. The initial CC&R's included standard language covering reciprocal access and egress and permitted shared parking between all parcels. A second amendment to the CC&R's, recorded in 2016 and rerecorded in 2018, removes the reciprocal parking agreement for the development. As a result, the Templo Calvario/Vista Heritage buildings are limited to parking in the spaces on their site, with the adjacent uses having no access to their parking spaces. Planning Commission Comments At the Planning Commission meeting, the Commission expressed a concern with the circulation pattern of school shuttles and vehicles utilizing the pick-up and drop-off functions as well as for 75A-2 ZOA No. 2019-01 2601-2617 West Fifth Street May 7, 2019 Page 3 the safety of students. In response to these concerns, staff added language to the SD-82 document requiring a Traffic Plan and a Safety Plan prior to issuance of building permits. The Commission also asked staff to work with the various property owners to assist on the establishment of a permit parking program for the properties. Full size plans are available with the Clerk of the Council. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #3 - Economic Development, Objective #2 (create new opportunities for business/job growth and encourage private development through new General Plan and Zoning Ordinance policies). FISCAL IMPACT There is no fiscal impact associated with this action. Minh Thai Executive Director Planning and Building Agency VF:Ia S:RFCA\2019\03-19-198\ZOA 2019-01 Vista Heritage Exhibits: 1. City Council Ordinance 2. Planning Commission Staff Report 75A-3 75A-4 EXHIBIT 1 LS 2.11.19 ORDINANCE NO. NS-XXXX AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AMENDING SPECIFIC DEVELOPMENT NO. 82 (SD-82) ZONING DISTRICT TO ALLOW SCHOOLS AS A PERMITTED USE, AMEND THE SANTA ANA MUNICIPAL CODE TO ADD A DEFINITION OF SCHOOLS AND TO ADOPT A SET OF OPERATIONAL STANDARDS FOR SCHOOLS THE CITY COUNCIL OF THE CITY OF SANTA ANA DOES ORDAIN AS FOLLOWS: Section 1. The City Council of the City of Santa Ana hereby finds, determines and declares as follows: A. The City Council, by Ordinance No. NS-2777, adopted October 20, 2008, rezoned property located at, and adjacent to, 2501 West Fifth Street, more specifically described in said ordinance, to Specific Development Plan No. 82 (SD-82) for such property. B. It is now desired to allow schools as a permitted use within the SD-82 zoning district, define "schools", and adopt operational standards for schools to minimize any impacts resulting from their presence in the SD-82 district. C. On February 11, 2019, the Planning Commission held a duly noticed public hearing and voted to recommend that the City Council adopt Zoning Ordinance Amendment No. 2019-01. D. The City Council, on March 5, 2019, held a duly noticed public hearing on this ordinance and has considered all testimony presented thereto. Section 2. The proposed ordinance has been reviewed with respect to applicability of the California Environmental Quality Act ("CEQA") and the State CEQA Guidelines (California Code of Regulations, Title 14, Section 15000 et seq.). The project is exempt from CEQA as it can be seen with certainty that there is no impact on the environment [Section 15061(b) (3)] and a Notice of Exemption will be filed upon adoption of this ordinance. Section 3. Section 41-150 (Reserved) of Chapter 41 of the SAMC is hereby amended to read as follows: Sec. 41-150.5. — #ZeseweCISchools. A school means any public, charter, or private educational facility for elementary, middle, iunior high, and high school, serving kindergarten through twelfth grade students including denominational and sectarian, boarding schools, and military 75A-5 academies. but does not include Dreschools and child day care uses as defined in Section 41-42.5. Section 4. The Specific Development No. 82 (SD-82) zoning document is hereby amended to read as follows: TEMPLO CALVARIO ASSEMBLY OF GOD Specific Development Plan No. 82 Section 1. Applicability of Ordinance The specific development zoning district for the Templo Calvario Assembly of God Church, as authorized by Chapter 41, Division 26, Sec. 41-593 et seq. of the Santa Ana Municipal Code (SAMC), is specifically subject to the standards and regulations contained in this plan for the express purpose of establishing land use regulations and standards. All other applicable chapters, articles and sections of the SAMC shall apply unless expressly stated or superseded by this ordinance. Section 2. Purpose The Specific Development Plan No. 82 (SD-82) for Templo Calvario consist of standards and regulations established for the express purpose of protecting the health, safety and general welfare of the people of the City of Santa Ana by promoting and enhancing the value of properties and encouraging orderly development of the property. Section 3. Uses Permitted The following uses are permitted in the SD-82 District: (a) The compounding, processing, or treatment of raw or previously used materials into a finished or semi -finished product, excluding those specified in SAMC section 41-489.5. (b) The manufacture of products from raw or previously treated materials, excluding those uses specified in section 41-489.5. (c) The assembly of products from raw or previously treated materials, excluding those uses specified in section 41-489.5. (d) The packaging or distribution of previously prepared products or materials, excluding those uses specified in section 41-489.5. (e) Wholesale establishments where the primary trade is business -to - business sale of products, supplies and equipment. 75A-6 (f) Storage of previously prepared goods, products or materials for eventual distribution or sales where the goods, products or materials are the property of the owner or operator of the building or structure. (g) Machine shop or other metal working shops. (h) Warehousing. (i) Impound yards (storage only) with no office or dispatching operations. Q) Laundry and dry cleaning establishments in conjunction with plant operation for such establishment on the premises. (k) Eating establishments not specified in section 41-472.5. (1) Research laboratories that do not generate hazardous waste materials. (m) Service stations with no more than two thousand (2,000) square feet of the gross floor area devoted to non -automotive related product sales. (n) Truck, boat and heavy equipment sales, rental, and service. (o) Movie, photography, musical or video production studios. (p) Bulk products sales [twenty-five (25) cubic feet or greater] when such products are the primary sales activity. (q) Public utility structures. (r) Blueprinting, .photoengraving, screen printing and other reproduction processes. (s) Wholesale nursery and plant storage. (t) Contractor's yard. (u) Automotive repair and service, including body and fender repair, painting, and engine replacement. (v) Home improvement warehouse store. (w) Sales of industrial products, supplies and equipment used for final product manufacture. (x) Lumberyard, including mill and sash work if conducted entirely within an enclosed building. (y) Recycling facilities not in excess of forty-five thousand (45,000) gross square feet and in compliance with section 41-1253 of this Code including: (1) Small collection facilities. 3 75A-7 (2) Large collection facilities. (3) Light processing facilities. (z) Adult entertainment businesses, subject to compliance with the requirements of article XVII of this chapter. (aa) Storage and distribution of hazardous materials. (bb) Schools 2. The following uses are permitted when ancillary to any use permitted by section 3-1 or to any use permitted subject to a conditional use permit: (a) Administrative office use occupying up to thirty (30) percent of the gross floor area. (b) Product sales or service uses occupying up to five (5) percent of the gross floor area. (c) Child care facilities occupying up to thirty (30) percent of the gross floor area; provided, however, that no combination of uses permitted by this section shall exceed thirty (30) percent of the gross floor area. (d) The outside storage of Class I and Class II liquids (as defined in the fire code of the City of Santa Ana) in above -ground fixed storage tanks when properly screened pursuant to section 41-622 of the Code, as it may be amended from time to time. As used herein, "tank" means a vessel containing more than sixty (60) gallons. (e) Enclosed storage where the goods, materials or supplies stored are the property of the owner or operator of the building or structure occupying up to thirty (30) percent. 3. The following uses may be permitted in the SD-82 district subject to the issuance of a conditional use permit: (a) Principal industrial uses if occupying less than seventy (70) percent of the gross floor area with the remainder of the floor area allocated to office use only. (b) Storage of new or used buildings or houses. (c) Child care facilities other than as permitted by section 41-472.1. (d) Trade schools which provide instruction which requires the operation of heavy equipment or machinery normally associated with manufacturing operations such as woodworking or machine shops. (e) Kennels for the temporary care and lodging of dogs and other domesticated household animals. 75A-8 (f) Eating establishments permitted in section 41-472 which operate between 12:00 and 5:00 a.m. and which are within one hundred fifty (150) feet of a residential use. (g) Eating establishments with drive -through window service. (h) Petroleum and gas storage. (i) Freight, bus and truck terminal. Q) Industrial medical clinics which offer medical services by referral only and do not offer overnight stays. (k) Administrative office use ancillary to a permitted industrial use occupying more than thirty (30) percent of the gross floor area. (1) Heavy processing recycling uses. (m) Car wash facility. (n) Banquet facilities as an ancillary use to a restaurant or eating establishment, subject to development and operational standards set forth in section 41-199.1. (o) Commercial storage not within five hundred (500) feet of an arterial street (as defined in the city's circulation element) or freeway or within one thousand (1,000) feet of a freeway intersection. (p) Mini -warehouse uses; provided that no conditional use permit shall be granted unless a. written finding is made that the parcel on which the use is proposed is not within five hundred (500) feet of an arterial street (as defined in the city's circulation element) or freeway, or within one thousand (1,000) feet of a freeway intersection. (q) Recreational vehicle, vehicle and/or boat storage yard; provided that no conditional use permit shall be granted unless a written finding is made that the parcel on which the use is proposed is: not within five hundred (500) feet of an arterial street (as defined in the city's circulation element) or freeway, or within one thousand (1,000) feet of a freeway intersection. (r) Data center uses; provided that no conditional use permit shall be granted unless a written finding is made that the parcel on which the use is proposed is: not within five hundred (500) feet of an arterial street (as defined in the city's circulation element) or freeway, or within one thousand (1,000) feet of a freeway intersection. (s) Churches and ancillary church uses. Section 4. Development Standards Walls and Screening. Any equipment, whether on the roof, side of building or ground, shall be screened. The method of screening shall be 75A-9 architecturally integrated with the building in terms of materials, color, shape and size. Landscaping Standards. All landscaped areas shall be irrigated using an automatic irrigation system. The project shall provide landscaping consistent with the existing landscape theme and existing improvements on - site. A six-inch raised concrete curb shall be required around all landscape planters unless approved by City Landscape Associate. (a) A landscaped area not less than 10 feet wide shall be maintained on the north (OCTA right-of-way) parking lot on Fairview Street. (b) All new landscaped planters and landscaped areas shall meet the commercial landscape planter standards. (c) Vine pockets shall be provided along the north (OCTA right-of-way) block wall every 15 feet. 3. Architectural and Design Features. (a) Exterior Materials: Changes to the exterior materials and finishes shall be submitted to the Planning Division for review and approval. The materials and finishes shall be consistent with those found on the site. (b) Trash Enclosures: Trash enclosures and similar ancillary structures are to match the texture, materials and color palette of the proposed buildings. (d) Lighting Standards/fixtures: A minimum of one -foot candle of light shall be provided throughout the parking area. Specifications of light standards/fixtures and photometrics plan shall be submitted to the Planning Division for approval. 4. School Operational Standards a) A Traffic Plan shall be submitted for review and approval. The Plan b) A Safety Plan shall be submitted for review and approval. At a minimum. the Plan hall include provisions for student safety to the campus, during school operating hours, and safety exiting the campus. c) Physical education activities shall be limited to indoors only. No activities shall be conducted outside the building. A minimum of 10 square feet of physical activity area per student shall be provided. 75A-10 d) Student enrollment for the school shall be capped at a maximum of 960 students. e) days prior to the start of school The plan shall include provisions for parking during special events at the school. f) The school shall submit an Annual Special Events Program to Planning Staff and the local association at least 15 days prior to the start of the school year. The program shall include provisions for notification of neighbors within SD-82, vehicle circulation, and parking during special events at the school. g) Schools are subject to periodic review by the Planning Division to ensure compliance with the Operational Standards. Failure to comply with the Operational Standards may result in a review by the Planning Commission for further action. Section 5. If any section, subsection, sentence, clause, phrase or portion of this ordinance for any reason held to be invalid or unconstitutional by the decision of any court of competent jurisdiction, such decision shall not affect the validity of the remaining portions of this ordinance. The City Council of the City of Santa Ana hereby declares that it would have adopted this ordinance and each section, subsection, sentence, clause phrase or portion thereof irrespective of the fact that any one or more sections, subsections, sentences, clauses, phrases, or portions be declared invalid or unconstitutional. ADOPTED this day of 2019. APPROVED AS TO FORM: Sonia R. Carvalho City Attorney By: (/, � 1. Lisa Storck Assistant City Attorney Miguel A. Pulido Mayor r 75A-11 AYES: Councilmembers NOES: Councilmembers ABSTAIN: Councilmembers NOT PRESENT: Councilmembers CERTIFICATE OF ATTESTATION AND ORIGINALITY I, NORMA MITRE, Acting Clerk of the Council, do hereby attest to and certify that the attached Ordinance No. NS-XXXX to be the original ordinance adopted by the City Council of the City of Santa Ana on , 2019 and that said ordinance was published in accordance with the Charter of the City of Santa Ana. Date: Acting Clerk of the Council City of Santa Ana 75A-12 EXHIBIT 2 REQUEST FOR Planning Commission Action PLANNING COMMISSION MEETING DATE: FEBRUARY 11, 2019 TITLE: PUBLIC HEARING — FILED BY RED HOOK CAPITAL PARTNERS III, LLC FOR ZONING ORDINANCE AMENDMENT NO.2019-01 TO ALLOW SCHOOLS AS A PERMITTED USE IN THE SPECIFIC DEVELOPMENT NO. 82 ZONING DISTRICT AT 2601- 2617 WEST FIFTH STREET (STRATEGIC PLAN NOS. 3, 2; 3, 5; 5, 3) Prepared by Vince Fregoso Q Executive Director PLANNING COMMISSION SECRETARY APPROVED ❑ As Recommended ❑ As Amended ❑ Set Public Hearing For DENIED ❑ Applicant's Request ❑ Staff Recommendation CONTINUED TO Planning Manager RECOMMENDED ACTION It is recommended that the Planning Commission recommends to the City Council adoption of an ordinance approving Zoning Ordinance Amendment No. 2019-01. Executive Summary Hector Pineda from Red Hook Capital Partners III, LLC, representing Vista Heritage Charter Schools, is requesting approval of a zoning ordinance amendment to amend the permitted uses and Operational Standards sections of the Specific Development No. 82 (SD-82) zoning district to specify "schools" as a permitted use in conjunction with operational standards. The purpose of the — Zoning Ordinance Amendment (ZOA) request is to permit the expansion of an existing school at 2601-2617 West Fifth Street. Based on the analysis of the proposal, staff is recommending approval of the request to allow the proposed development project. Table 1: Protect and Location Information Item Information Project Addresses 2501-2617 West Fifth Street Nearest Intersection Fifth Street and Fairview Street General Plan Designation Industrial (IND) Zoning Designation Specific Development No. 82 SD-82rTem to Calvario Surrounding Land Uses (Exhibit 2) North P.E. ROW, Industrial and Single -Family Residential East Industrial South Industrial West Industrial and Spurgeon Intermediate School Property Size The site is an integrated development site that consist of three separate parcels and approximately 7.8-acres 75A-13 ZOA No. 2019-01 February 11, 2019 Page 2 Item Information Existing Site Development Seven separate one and two-story buildings of approximately 195,000 square feet of floor area with 303 parking spaces. Existing Uses Auto related uses (auto repair and tire facilities) are located on the north side of the site; Tempio Calvario Church and administrative offices are at the eastern end of the site; and, small light industrial uses are found at the west end of the site. Use Permissions Amendment to allow a school as a permitted use in SD-82 and subject tooperational standards. Zoning Code Sections Affected Uses SD-82 Operational SD-82 Standards Protect Description Vista Heritage Charter School is proposing to expand their current 6-8t' grade operation to include Kindergarten through 5t' grades. To accomplish this, Vista Heritage is proposing to expand upon their 18,368 square foot facility by leasing an additional 48,000 square feet of floor area adjacent to their existing campus. The additional square footage will include space for 27 classrooms, multi- purpose rooms, a cafeteria and restrooms. If approved, Vista Heritage will encompass approximately 66,000 square feet of area for 38 classrooms, a multi -purpose room, two cafeterias, office areas and conference rooms. The enlarged campus will be able to accommodate 870 total students, including 420 elementary age students and 450 middle school students. The Increase in grades and students is expected to occur gradually, with the buildup anticipated to take up to five years to reach maximum capacity. Currently, Vista Heritage operates within a two-story, 18,368 square foot space. The school has 11 classrooms, office areas, a cafeteria, a teachers lounge and restrooms. A total of 270 students currently attend the school, although the school is licensed for up to 420 students. The school will operate Monday through Friday from 7 a.m. to 6 p.m. The school currently operates from 8 a.m. to 3 p.m, but will shift_ their starting hours to between_ 7:30 a.m. to 8:15 a.m. to facilitate the drop-off function. School will end between 3 p.m. and 3:15 p.m., with about a third of the students expected to leave the campus. The remaining students will remain for after school care and will exit the site between 3:15 p.m. and 6 p.m. Improvements will be primarily limited to interior tenant improvements to modify the building to accommodate school occupancy. Currently, Vista Heritage occupies the central bay of a three -bay industrial building at 2609 West Fifth Street (identified as Bay 2 on the plans). At ultimate buildout, this space will contain 11 classrooms, conference space and a cafeteria on the first floor and staff areas on the second floor. The space at 2617 West Fifth Street (Bay 1), which consists of 16,077 square feet of first floor area, will have a multi -purpose room, a conference room and one classroom. Finally, 2601 West Fifth Street (Bay 3) will contain 11 classrooms and a cafeteria on the first floor and 15 classrooms on the second floor area. An elevator will also be provided within this bay to comply with ADA requirements. Minor exterior improvements will also be made to the building and site. These include a new disabled path of travel, parking lot repairs and restriping, 75A-14 ZOA No. 2019-01 February 11, 2019 Page 3 and a to be determined fair share contribution toward a traffic signal on Fifth Street. The exterior of the school will incorporate a new paint scheme and signage. A total of 67 parking spaces (1.5 spaces per classroom plus 3/1,000 square feet of office area) are required for the school, while 144 are provided. Currently, the parking demand for the school is 20 spaces, which accommodates the number of teachers and staff on the premises. At full buildout, approximately 62 staff and teachers will be working on the premises, which is less than the 67 required by the Zoning Code. The current integrated development site has a set of conditions, covenants and restrictions (CC&R's) that cover the three parcels and seven buildings that make up the development site. The initial CC&R's included standard language covering reciprocal access, egress and parking between all parcels. A second amendment to the CC&R's, recorded in 2016 and rerecorded in 2018, removes the reciprocal parking agreement for the development. As a result, the Templo CalvarioNista Heritage buildings are limited to the 144 parking spaces on their site, with the adjacent uses having no access to their parking spaces. The recreation area component for the school, which currently is located at the rear of the building, Will be moved to the inside of the building to minimize impacts to the students and adjacent businesses. Outdoor recreation area is not required for a charter school; however, in response to feedback received during community outreach meetings, the school elected to avoid conflicts with adjacent tenants and provide their recreational area within the building. A 9,600 square foot multi- purpose room is proposed to accommodate basketball, soccer and other activities normally found at elementary and middle school sites. As proposed, the site will comply with the development standards found In the SD-82 zoning document, with the exception of landscaping. Prior to issuance of a certificate of occupancy for the school, all landscaping will need to be provided per the SD-82 document. In addition, staff is incorporating several operational standards that are intended to minimize conflicts between the school and adjacent uses. Table 2 on the following page provides a detailed analysis of the -- —projects compliance with -the applicable development standards. - - Table 2: Development Standards Standard Required by SAMC Provided Permitted Uses Churches, child care and Proposed code amendment would trade schools allowed with a allow schools as a permitted use conditional use permit. subject to compliance with operational standards. Walls and Screening Roof equipment shall be New roof mounted mechanical screened equipment shall comply with Code Landscaping 10 foot landscape area is Does not comply. Landscaping to be required along north property installed. line Trash Enclosures Design to match building Will comply Lighting Minimum of one foot-candle I Will comply 75A-15 ZOA No. 2019-01 February 11, 2019 Page 4 Standard Re wired by SAMC Provided throughout parking area Parking 67 spaces for classroom and office uses 144. Exceeds and complies Protect Background 2008, the City Council approved several entitlements for the business park located at the northeast comer of Fifth and Fairview Streets. One of the entitlements, Amendment Application No. 2008-00, was approved to change the zoning of the subject site from Light Industrial (M-1) to Specific Development No. 82 (SD-82). The request was initiated by the Templo Calvario Assembly of God Church, which was proposing to expand their worship facilities by constructing a larger sanctuary at 2501 West Fifth Street. The Templo Calvario Assembly of God Church has had a presence in Santa Ana since 1926 and operated in various locations throughout the City until July 1985, when it relocated to its current location. A school use has been at 2609 West Fifth Street since the 1990's when Templo Calvario operated a preschool through Kindergarten school on the premises. In 2003, the site was home to the Edward B. Cole Senior Academy until it moved to a different Santa Ana location in 2010. From 2011 until 2015, Templo Calvario again operated a school at this location. In 2015, Vista Heritage began operating at the site and, with the zoning ordinance amendment, is seeking to expand their operations into two adjacent suites. As a school use has legally occupied the premises for approximately 25 years, It is considered to be a legal nonconforming use. Therefore, the Intent of the ZOA is to make the school use conforming and allow the proposed expansion of the facility. Protect Analysis Red Hook Capital Partners III, LLC, on behalf of Vista Heritage Charter School, is requesting approval of a zoning ordinance amendment to allow the Vista Heritage Charter School to expand -- --into two adjacent suites. Specifically, Vista Heritage is proposing to expand their existing 6w-8'' grade school into a Kindergarten-8t' grade campus. The following sections of this report provides analysis for the proposed action item and the basis for staffs recommendation of approval for the project. Zoning Ordinance Amendment The subject parcel is located within the Specific Development No. 82 (SD-82) zoning district. This unique zoning designation allows a specific set of uses such as industrial, manufacturing, wholesale, limited commercial and church uses. This designation also allows certain industrial uses and churches as a conditionally permitted uses. This zoning designation was originally adopted in October 2008 at the request of Templo Calvario. The purpose and intent of an SD designation is to address unique circumstances that are applicable to parcels but are not permitted by the Zoning Code. An example is the adoption of 75A-16 ZOA No. 2019-01 February 11, 2019 Page 5 an SD to allow a mixed -use development that is not permitted by the City's existing residential or commercial zoning districts. For this specific proposal, the applicant is proposing to amend the SD-82 document to allow schools. In response to this application, staff is proposing that SD-82 be revised per Table 3 on the following page: Table 3: Permitted Uses and Operational Standards for SD-82 REQUIREMENT ISSUE AND PROPOSED AMENDMENT PERMITTED USE: Issue: Currently, schools, affiliated with churches, are permitted in SD-82 as an Allow Schools as a ancillary use as an ancillary use to a church. Schools not affiliated with a Permitted Use In SD-82 church are not specified as a permitted use. Proposed Amendment: As proposed, schools will be allowed by -right, no CUP is required, but schools must comply with specific development and operational standards. STANDARDS: Issue: School traffic may conflict with local traffic patterns and adjacent uses. In Circulation and Parking primarily industrial districts, like SD-82, the impacts could be particularly Management Plan severe. Proposed Amendment: The school shall prepare a Circulation and Parking Management Plan subject to review and approval by the Planning Manager or her designee. The Plan shall address parking, onsite circulation and drop off and pick up. The Plan shall identify how the school shuttles {currently 3 daily) will pick-up and drop- off students within the front parking lot. The Plan Shall also Identify how the shuttles will operate at maximum capacity (approximately 10 shuttles). The Plan shall be designed to accommodate the projected school population and to ensure that there is no vehicle queuing off -site or conflicts with the adjacent industrial buildings to the north and west of the site. A traffic analysis may be — required to demonstrate compliance. - Annual Special Events Issue: Program. Schools typically hold a number of special events in the evening throughout the year. These events may create short-term, localized parking or noise impacts that could affect neighboring businesses. These impacts can be mitigated If the neighbors are informed prior to the event. Proposed Amendment. The school shall submit an Annual Special Events Program to Planning Staff and the local association at least 15 days prior to the start of school. The program shall include provisions for nottflcation of neighbors within SD-82, vehicle circulation, and parking during special events at the school. 75A-17 ZOA No. 2019-01 February 11, 2019 Page 6 REQUIREMENT ISSUE AND PROPOSED AMENDMENT Physical Education Issue: ActivityArea Standards Noise resulting from physical education or after -school sports activities can impact adjacent residents or tenants. Proposed Amendment: Physical education activity areas shall be designed so that their use does not disturb the commercial or industrial uses during regular business hours and residential uses between the hours of 8 p.m. and 7 a.m. As proposed, the physical education activities will be relocated to the inside of the building. Maximum Student Issue: Enrollment Number of students can dictate the level of impact on adjacent uses. More students mean more cars or buses picking up or dropping off students, more children on the playground and more noise Proposed Amendment: Student enrollment for the school shall not exceed the Calffomia State Public School maximum class size per teacher. In addition, no elementary school or middle school shall have a student population of more than 1,000 students. High schools are not permitted on the premises Industrial Use Issue: Preservation Santa Ana is one of the few Orange County communities to still contain substantial industrial properties. The City's General Plan includes policies that encourage land use decisions that support the preservation of existing Industrial uses. Although a single school will not destroy an Industrial district, a number of schools concentrated in an industrial area could reduce the viability of the area for industrial and manufacturing uses. Proposed Amendment. Only one public school shall be permitted on the site. Table 4: CEQA. Strategic Plan Alignment and Public Notification & Community Outreach CEQA, Strategic Plan Alignment, and Public Notification & Community Outreach CEQA CEQA Type Exempt per Section 15061 b 3 Reason(s) In accordance with the California Environmental Quality Act (CEQA) the Exempt or Analysis recommended action is exempt from CEQA per Section 15061(b) (3). This exemption applies to projects covered by the general rule that CEQA applies only to projects that have the potential for causing a significant effect on the environment. Where it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment, therefore, the activity is not subject to CEQA. Strategic Plan Alignment Goal(s) and Approval of this item supports the City's efforts to meet Goal No. 3 - Economic Poll c s Development, Objective No. 2 create new opportunities for businessl'ob growth 75A-18 ZOA No. 2019-01 February 11, 2019 Page 7 CEQA, Strata is Plan Alignment, and Public Notification & Community Outreach and encourage private development through new General Plan and Zoning Ordinance policies) and Goal No. 5 - Community Health, Livability, Engagement & Sustainability, Objective No. 3 (facilitate diverse housing opportunities and support efforts to preserve and improve the livability of Santa Ana neighborhoods). Public Notification & Community Outreach. Required Measures On March 21, 2018, the applicant held a community meeting in accordance with the provisions of the City's Sunshine Ordinance at the Vista Heritage Charter School Cafeteria. A total of 13 members of the community attended, with issues such as parking, traffic, the drop-off and pick-up functions and project timing were raised. Planning Division staff also attended the meeting. The applicant provided a draft notice, affidavit, copy of publication, and meeting notes to Planning Division staff in the days following the meeting. A public notice was posted on the project site on February 1, 2019. Notification by mail was mailed to all property owners and occupants within 500 feet of the project site on February 1, 2019. Newspaper posting was published in the Orange County Reporter on February 1, 2019. Additional The project site is located within the boundaries of the Artesia Pilar Measures Neighborhood Association. Staff has notified the association President of the project by mail a minimum of 10 days prior to the public hearing to ensure they were notified of the meeting and to identify If there were any areas of concern. The project site itself was posted with a notice advertising this public hearing, a notice was published in the Orange County Reporter and mailed notices were sent to all property owners and occupants within 500 feet of the project site. At the time of this printing,, no correspondence, either written or electronic, had been received from any members of the public. Fiscal Analysis The project is anticipated to create a positive short term impact through the creation of — — —construction employment for the needed tenant improvements. Minimal -long term impacts -are expected from the increase in employee at the facility purchasing goods from adjacent commercial and restaurant establishments. There will be no Impact to the property tax values since both the property owner (Templo Calvario) and the school have property tax exemptions. Conclusion Based on the analysis provided in this report, staff recommends that the Planning Commission recommend that the City Council adopt an ordinance approving Zoning Ordinance Amendment No. 2019-01. 75A-19 ZOA No. 2019-01 February 11, 2019 Page 8 Vince Fri Principal VF:sb NVeputtSIMA19-01 Vista ttedl8ge021119.pc Exhibits 1. Proposed Ordinance 2. Vicinity Map 75A-20 LS 2.11.19 ORDINANCE NO. NS-XXXX AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AMENDING SPECIFIC DEVELOPMENT NO. 82 (SD-82) ZONING DISTRICT TO ALLOW SCHOOLS AS A PERMITTED USE, AMEND THE SANTA ANA MUNICIPAL CODE TO ADD A DEFINITION OF SCHOOLS AND TO ADOPT A SET OF OPERATIONAL STANDARDS FOR SCHOOLS THE CITY COUNCIL OF THE CITY OF SANTA ANA DOES ORDAIN AS FOLLOWS: Section 1. The City Council of the City of Santa Ana hereby finds, determines and declares as follows: A. The City Council, by Ordinance No. NS-2777, adopted October 20, 2008, rezoned property located at, and adjacent to, 2501 West Fifth Street, more specifically described in said ordinance, to Specific Development Plan No. 82 (SD-82) for such property. B. It is now desired to allow schools as a permitted use within the SD-82 zoning district, define "schools", and adopt operational standards for schools to minimize any impacts resulting from their presence in the SD-82 district. C. On February 11, 2019, the Planning hearing and voted to recommend Ordinance Amendment No. 2019-01. Commission held a duly noticed public that the City Council adopt Zoning D. The City Council, on March 5, 2019, held a duly noticed public hearing on this ordinance and has considered all testimony presented thereto. Section 2. The proposed ordinance has been reviewed with respect to applicability of the California Environmental Quality Act ("CEQA") and the State CEQA Guidelines (California Code of Regulations, Title 14, Section 15000 et seq.). The project is exempt from CEQA as it can be seen with certainty that there is no impact on the environment [Section 15061(b) (3)] and a Notice of Exemption will be filed upon adoption of this ordinance. Section 3. Section 41-150 (Reserved) of Chapter 41 of the SAMC is hereby amended to read as follows: Sec. 41-150.5. — ReseFved Schools. A school means any public, charter, or private educational facility for elementary. 75A-21 academies, but does not include Dreschools and child day care uses as defined in Section 41-42.5. Section 4. The Specific Development No. 82 (SD-82) zoning document is hereby amended to read as follows: TEMPLO CALVARIO ASSEMBLY OF GOD Specific Development Plan No. 82 Section 1. Applicability of Ordinance The specific development zoning district for the Templo Calvario Assembly of God Church, as authorized by Chapter 41, Division 26, Sec. 41-593 et seq. of the Santa Ana Municipal Code (SAMC), is specifically subject to the standards and regulations contained in this plan for the express purpose of establishing land use regulations and standards. All other applicable chapters, articles and sections of the SAMC shall apply unless expressly stated or superseded by this ordinance. Section 2. Purpose The Specific Development Plan No. 82 (SD-82) for Templo Calvario consist of standards and regulations established for the express purpose of protecting the health, safety and general welfare of the people of the City of Santa Ana by promoting and enhancing the value of properties and encouraging orderly development of the property. Section 3. Uses Permitted The following uses are permitted in the SD-82 District: (a) The compounding, processing, or treatment of raw or previously used materials into a finished or semi -finished product, excluding those - specified in SAMC section 41-489.5. (b) The manufacture of products from raw or previously treated materials, excluding those uses specified in section 41-489.5. (c) The assembly of products from raw or previously treated materials, excluding those uses specified in section 41-489.5. (d) The packaging or distribution of previously prepared products or materials, excluding those uses specified in section 41-489.5. (e) Wholesale establishments where the primary trade is business -to - business sale of products, supplies and equipment. 75A-22 (f) Storage of previously prepared goods, products or materials for eventual distribution or sales where the goods, products or materials are the property of the owner or operator of the building or structure. (g) Machine shop or other metal working shops. (h) Warehousing. (i) Impound yards (storage only) with no office or dispatching operations. Q) Laundry and dry cleaning establishments in conjunction with plant operation for such establishment on the premises. (k) Eating establishments not specified in section 41-472.5. (1) Research laboratories that do not generate hazardous waste materials. i (m) Service stations with no more than two thousand (2,000) square feet of j the gross floor area devoted to non -automotive related product sales. I (n) Truck, boat and heavy equipment sales, rental, and service. (o) Movie, photography, musical or video production studios. (p) Bulk products sales [twenty-five (25) cubic feet or greater] when such products are the primary sales activity. (q) Public utility structures. (r) Blueprinting, photoengraving, screen printing and .other, reproduction processes. (s) Wholesale nursery and plant storage. (t) Contractor's yard. (u) Automotive repair and service, including body and fender repair, painting, and engine replacement. (v) Home improvement warehouse store. (w) Sales of industrial products, supplies and equipment used for final product manufacture. (x) Lumberyard, including mill and sash work if conducted entirely within an enclosed building. (y) Recycling facilities not in excess of forty-five thousand (45,000) gross square feet and in compliance with section 41-1253 of this Code Including: (1) Small collection facilities. 3 75A-23 (2) Large collection facilities. (3) Light processing facilities. (z) Adult entertainment businesses, subject to compliance with the requirements of article XVII of this chapter. (aa) Storage and distribution of hazardous materials. (bb) Schools 2. The following uses are permitted when ancillary to any use permitted by section 3-1 or to any use permitted subject to a conditional use permit: (a) Administrative office use occupying up to thirty (30) percent of the gross floor area. (b) Product sales or service uses occupying up to five (5) percent of the gross floor area. (c) Child care facilities occupying up to thirty (30) percent of the gross floor area; provided, however, that no combination of uses permitted by this section shall exceed thirty (30) percent of the gross floor area. (d) The outside storage of Class I and Class II liquids (as defined in the fire code of the City of Santa Ana) in above -ground fixed storage tanks when properly screened pursuant to section 41-622 of the Code, as it may be amended from time to time. As used herein, "tank" means a vessel containing more than sixty (60) gallons. (a) Enclosed storage where the goods, materials or supplies stored are the property of the owner or operator of the building or structure occupying up to thirty (30) percent. 3. The following uses may be permitted in the SD-82 district subject to the issuance of a conditional use permit: (a) Principal industrial uses if occupying less than seventy (70) percent of the gross floor area with the remainder of the floor area allocated to office use only. (b) Storage of new or used buildings or houses. (c) Child care facilities other than as permitted by section 41-472.1. (d) Trade schools which provide instruction which requires the operation of heavy equipment or machinery normally associated with manufacturing operations such as woodworking or machine shops. (e) Kennels for the temporary care and lodging of dogs and other domesticated household animals. 4 75A-24 (f) Eating establishments permitted in section 41-472 which operate between 12:00 and 5:00 a.m. and which are within one hundred fifty (150) feet of a residential use. (g) Eating establishments with drive -through window service. (h) Petroleum and gas storage. (i) Freight, bus and truck terminal. (j) Industrial medical clinics which offer medical services by referral only and do not offer overnight stays. (k) Administrative office use ancillary to a permitted industrial use occupying more than thirty (30) percent of the gross floor area. (1) Heavy processing recycling uses. (m) Car wash facility. (n) Banquet facilities as an ancillary use to a restaurant or eating establishment, subject to development and operational standards set forth In section 41-199.1. (o) Commercial storage not within five hundred (500) feet of an arterial street (as defined in the city's circulation element) or freeway or within one thousand (1,000) feet of a freeway intersection. (p) Mini -warehouse uses; provided that no conditional use permit shall be granted unless a written finding is made that the parcel on which the use is proposed is not within five hundred (500) feet of an arterial street (as defined in the city's circulation element) or freeway, or within one thousand (1,000) feet of a freeway intersection. (q) Recreational vehicle, vehicle and/or boat storage yard; provided that no -- conditional use permit shall -be granted unless a written -Wing is -made that the parcel on which the use is proposed is: not within five hundred (500) feet of an arterial street (as defined in the city's circulation element) or freeway, or within one thousand (1,000) feet of a freeway intersection. (r) Data center uses; provided that no conditional use permit shall be granted unless a written finding is made that the parcel on which the use is proposed is: not within five hundred (500) feet of an arterial street (as defined in the city's circulation element) or freeway, or within one thousand (1,000) feet of a freeway intersection. (s) Churches and ancillary church uses. Section 4. Development Standards 1. Walls and Screening. Any equipment, whether on the roof, side of building or ground, shall be screened. The method of screening shall be 75A-25 architecturally integrated with the building in terms of materials, color, shape and size. 2. Landscaping Standards. All landscaped areas shall be irrigated using an automatic irrigation system. The project shall provide landscaping consistent with the existing landscape theme and existing improvements on - site. A six-inch raised concrete curb shall be required around all landscape planters unless approved by City Landscape Associate. (a) A landscaped area not less than 10 feet wide shall be maintained on the north (OCTA right-of-way) parking lot on Fairview Street. (b) All new landscaped planters and landscaped areas shall meet the commercial landscape planter standards. (c) Vine pockets shall be provided along the north (OCTA right-of-way) block wall every 15 feet. 3. Architectural and Design Features. (a) Exterior Materials: Changes to the exterior materials and finishes shall be submitted to the Planning Division for review and approval. The materials and finishes shall be consistent with those found on the site. (b) Trash Enclosures: Trash enclosures and similar ancillary structures are to match the texture, materials and color palette of the proposed buildings. (d) Lighting Standards/fixtures: A minimum of one -foot candle of light shall be provided throughout the parking area. Specifications of light standards/fixtures and photometrics plan shall be submitted to the Planning Division for approval. 4. School Operational Standards a) b) c) campus, during school operating hours, and safety exiting the campus. 75A-26 d) Student enrollment for the school shall be capped at a maximum of 960 students. e) A parking management plan shall be submitted to the Planning days prior to the start of school. The plan shall include provisions for parking during special events at the school. f) The school shall submit an Annual Special Events Program to Planning Staff and the local association at least 15 days prior to the during special events at the school. g) Schools are subiect to periodic review by the Planning Division to Commission for further action. Section 5. If any section, subsection, sentence, clause, phrase or portion of this ordinance for any reason held to be invalid or unconstitutional by the decision of any court of competent jurisdiction, such decision shall not affect the validity of the remaining portions of this ordinance. The City Council of the City of Santa Ana hereby declares that it would have adopted this ordinance and each section, subsection, sentence, clause phrase or portion thereof irrespective of the fact that any one or more sections, subsections, sentences, clauses, phrases, or portions be declared invalid or unconstitutional. ADOPTED this day of 2019. APPROVED AS TO FORM: Sonia R. Carvalho City Attorney Lisa Storck Assistant City Attorney Miguel A. Pulido Mayor 75A-27 AYES: Councilmembers NOES: Councilmembers ABSTAIN: Councilmembers NOT PRESENT: Councilmembers CERTIFICATE OF ATTESTATION AND ORIGINALITY I, NORMA MITRE, Acting Clerk of the Council, do hereby attest to and certify that the attached Ordinance No. NS-XXXX to be the original ordinance adopted by the City Council of the City of Santa Ana on , 2019 and that said ordinance was published in accordance with the Charter of the City of Santa Ana. j Date: Acting Clerk of the Council City of Santa Ana 13 75A-28 Zoning Ordinance Amendment No. 2019-01 2501-2609 West Fifth Street '"AI ' k}R �•�,J ! r 3`�t �` `� + -1 R22j �! S xi tp5rR2 N14��a p / z ,x 1t t IR2 % tni '�/Jr r R1 s. R7 Ii�F Nag !R2i R1. R7 /• } _ �•• R21 R7 R7PL R21 Y. i s - ,l O .' b M1 R1 RI! a � w'y� � rm s r ysmlr,• r+ x:� _ ,` _ _ I , l r Al, at• �� tyy� >< rs23 Ru a �" � F {N��•-•.A. Y .kkISOB21 - 1 � .. M1 '� M7 n O R " Mj ' •yh+ jrr Mt I! '}�• f F M1 i M7 i tF7 i+ M1 I.' I _ML _ M1 t1 e._ dl-^ • � F_ — I Mir ,°, Mi M •1 i F ' �1 M1 M1. •ii r_ __ - U• Offia: 1=019 Exhibit 2 - Vicinity Zoning and Aerial View Zoning Classification 500ft Buffer y M1 -Light Industrial O SITE 0 - Open Space R1 - Single -Family Residence 0 125 250 500 - R2 - Two -Family Residence SD82 - Specifiygelyp=0ptg2 Feet 75A-30 REQUEST FOR COUNCIL/ HOUSING AUTHORITY ACTION CITY COUNCIL MEETING DATE: MAY 7, 2019 TITLE: APPROVE FIRST AMENDED AND RESTATED PHASE II MEMORANDUM OF UNDERSTANDING WITH CO -LOCATED PARTNER ORGANIZATIONS AT THE WORK CENTER AND AUTHORIZE REIMBURSEMENT FROM PARTNERS IN THE ESTIMATED AMOUNT OF $1,280,530 (STRATEGIC PLAN NO. 2,4) CITY MANAG R EXECUTIVE DIRECTOR RECOMMENDED ACTION CITY COUNCIL ACTION CLERK OF COUNCIL USE ONLY: APPROVED ❑ As Recommended ❑ As Amended ❑ Ordinance on 151 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 First Amended and Restated Phase II Memorandum of Understanding with the Santa Ana Workforce Development Board and the City of Santa Ana - WORK Center, State of California Employment Development Department, County of Orange Social Services Agency, SER — Jobs for Progress, Inc., State of California Department of Rehabilitation, Santa Ana Housing Authority which outlines the sharing of resources and expenses associated with the operations of a comprehensive one stop center for a term beginning May 7, 2019 to June 30, 2022 and reimbursement from the partners in the estimated amount of $1,280,530, subject to non -substantive changes approved by the City Manager and City Attorney. 2. Authorize the City Manager and Clerk of the Council to execute non -substantive amendments such as adjustment of shared operational expenses during the term of the Memorandum of Understanding. 3. Authorize the City Manager and Clerk of the Council to execute a sublease agreement with the County of Orange Social Services Agency in which the County agrees to pay rent to the City an amount not to exceed $189,788 for a term expiring June 30, 2023, subject to non - substantive changes approved by the City Manager and City Attorney. 4. Authorize the City Manager and Clerk of the Council to execute a sublease agreement with the State of California Employment Development Department in which the State agrees to pay rent and reimburse one time charge for tenant improvements to the City an amount not 80A-1 First Amended and Restated Phase II MOU with Partner Organizations at The WORK Center May 7, 2019 Page 2 to exceed $1,166,005.96 for a term expiring June 30, 2023, subject to non -substantive changes approved by the City Manager and City Attorney. HOUSING AUTHORITY ACTION 1. Authorize the Executive Director and Recording Secretary to execute a First Amended and Restated Phase II Memorandum of Understanding with the Santa Ana Workforce Development Board which outlines the sharing of resources and expenses associated with the operations of a comprehensive one stop center for a term beginning May 7, 2019 to June 30, 2022 and payment to the City of Santa Ana in the estimated amount of $30,005, subject to non -substantive changes approved by the Executive Director and Authority General Counsel. 2. Authorize the Executive Director and Recording Secretary to execute non -substantive amendments such as adjustment of shared operational expenses during the term of the Memorandum of Understanding. WORKFORCE DEVELOPMENT BOARD RECOMMENDATION At its regular meeting on September 20, 2018, by a vote of 12:0:1 (Baetz abstained and Korthuis, Luviano, Perez, Ruiz and Sanchez absent) the Workforce Development Board approved the recommended action: DISCUSSION Under the Workforce Innovation and Opportunity Act (WIOA) local workforce boards, with the agreement of the local elected body, are responsible for developing a Memorandum of Understanding (MOU) with each of the America's Jobs Center of California (AJCC) partners to identify shared services, resources, and share in the operational costs of the WORK Center (AJCC). The law envisions that the local board will act as both the convener of the MOU negotiations as well as to provide oversight of how the One Stop services are delivered within the local area. The initial Phase II MOU was approved by City Council on August 15, 2017. This MOU delineated the costs to run a comprehensive one stop operation and was developed utilizing monthly costs when the WORK Center was located at the Regional Transportation Center. The amended MOU's reflect the costs associated with the relocation of the WORK Center for fiscal year 2018-19. The infrastructure budget and operational costs are shared and allocated based on direct use or a percentage of occupancy by each on -site partner. Costs associated with the installation of data, voice, and key card access infrastructure will be a fixed monthly charge. The amended MOUs will have an effective date of May 7, 2019. However, each partner's amended and restated MOU shall also cover the period from their date of co -location at the new one stop office. Specific move in dates for each partner can be found in Section (4) Duration of each MOU (page two of Exhibits 1A through 1 F). 80A-2 First Amended and Restated Phase II MOU with Partner Organizations at The WORK Center May 7, 2019 Page 3 Billing for rent and infrastructure costs will commence upon approval by City Council. The first billing will include a pro rata adjustment with full billing thereafter each month. Under the terms of the master lease, the base rent is scheduled to increase annually three percent. Recurring infrastructure expenses such as telephone, photocopier rental equipment and in -suite security will be evaluated annually with increased costs shared by the on -site partners based on the allocation method identified in the MOU. This action will give the City Manager authority to approve non - substantial amendments to the MOU's such as adjustments to the shared costs that may arise during the three year MOU term. The chart below reflects the shared occupancy by each co -located partner and their financial contributions to run the center: Partner Organization Sq. Ft. of Occupancy Year 1 Contribution (Rent, equipment and infrastructure) City of Santa Ana — WORK Center 44.59% $285,1472 Employment Development Department 43.58% 306,6833 County of Orange Social Services Agency 6.17% 35,747 SER — Jobs for Progress, Inc. 3.40% 15,392 Dept. of Rehabilitation 1.13% 7,235 Santa Ana Housing Authority 1.13% 7,235 TOTAL 100.00% $657,439 ' Amounts rounded to nearest dollar. Total includes share of initial infrastructure costs prepaid by the City in FY 2017-18. 3 Total includes share of initial infrastructure costs to be paid by EDD to the City in one lump sum in Year 1 only. STRATEGIC PLAN ALIGNMENT Approval of this item supports the City's efforts to meet Goal #2 Youth Education, Recreation, to objective #4 (Partner with groups and organizations to promote education, senior services, job training and development for all Santa Ana residents). FISCAL IMPACT The City Council approved the master lease agreement for the office space at 801 W. Civic Center Drive on October 3, 2017. Additionally, in FY 2017-18, the WORK Center paid all the initial infrastructure costs necessary to prepare the new center for occupancy. The WORK Center's share of the AJCC monthly operational costs are budgeted and available in the FY 2018-19 WIOA and Orange County Grant account (nos. 12318xxx-various and 12418xxx-various). Funds for the Work Center's share of the operational costs for future fiscal years will be included in each respective fiscal year budget to be approved by City Council on an annual basis. • I . First Amended and Restated Phase II MOU with Partner Organizations at The WORK Center May 7, 2019 Page 4 Funds in the amount of $7,235 for the Housing Authority's share of the monthly operational cost for expenditure in FY 2018-19 are available in the following Housing Authority Voucher Admin accounts, and funds for future fiscal years will be included in each respective fiscal year budget to be approved on an annual basis: Account Account Description Amount 14018760-62010 Communications $ 643 14018760-62300 Contract Services 810 14018760-62500 Rent Payments 5,782 TOTAL $7,235 The table below reflects the estimated amounts to be received from the State of California Employment Development Department, County of Orange Social Services Agency, SER - Jobs for Progress, Inc., State of California Department of Rehabilitation, and the Santa Ana Housing Authority for the duration of the MOUs. The partner organizations will be invoiced for their share of the AJCC monthly operations and the funds will be deposited upon receipt into the following accounts: Account No. Account Description FY18-19 FY19-20 FY20-21 FY21-22 TOTAL 02501001- Balance Sheet: Deferred 25000 Revenues -Advances $ 4,186 $ 5,748 $ 5,881 $ 6,018 $ 21,834 02518002- CDA Special Revenue. 57000 Expense Reimbursement 41,606 1,870 1,870 1,870 47,215 12318002- WIOA Revenues: Rental 57960 of Property 188,138 278,575 286,932 295,540 1,049,184 12318002- WIOA Revenues: 57000 Expense Reimbursement 7,669 368 368 368 8,773 12318748- WDB Admin: Salaries 61000 Regular 2,850 3,913 4,031 4,152 14,945 123187 11- One Stop Program: various Various 14,944 41,212 41,212 41,212 138,579 TOTAL $259,392 $331,685 $340,293 $349,160 $1,280,530 • I . First Amended and Restated Phase II MOU with Partner Organizations at The WORK Center May 7, 2019 Page 5 The amounts may be subject to change upon execution of amendments to the Memorandum of Understanding with the partners. ZS I tl' , Steven A. Mendoza Executive Director Community Development Agency SAM/DS/bz APPROVED AS TO FUNDS AND ACCOUNTS: Kathryn Downs, CPA Executive Director 10 n� Finance and Management Services Agency Exhibits: 1. Memorandum of Understanding A. City of Santa Ana - WORK Center B. County of Orange Social Services Agency C. SER — Jobs for Progress, Inc. D. State of California Department of Rehabilitation E. City of Santa Ana - Housing Authority F. State of California Employment Development Department 2. Sub Lease Agreement — County of Orange — Social Services Agency 3. Sub Lease Agreement — State of California — Employment Development Department EXHIBIT 1A M Santa Ana Workforce Development Board and the Santa Ana WORK Center (City of Santa Ana) 80A-7 W0110 u:III"M 1) LEGAL AUTHORITY The Workforce Innovation and Opportunity Act ("WIOA") see. 121(e)(1) requires that each Local Workforce Development Area develop and enter into a Memorandum of Understanding ( "MOU") with each America's Job Center of California ("AJCC") Partner, consistent with W10A Sec. 121(c)(2). This requirement is further described in the WIOA; Joint Rule for Unified and Combined State Plans, Performance Accountability, and the AJCC System Joint Provisions: Final Rule at 20 CFR 678.500, 34 CFR 361.500, and 34 CFR 463.500, and in Federal guidance. Additionally, the sharing and allocation of infrastructure costs among AJCC Partners is governed by WIOA sec. 121(h), its implementing regulations, and the Federal Cost Principles contained in the Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (Uniform Guidance) at 2 CFR part 200. 2) PARTIES The parties to this MOU are the City Council of the City of Santa Ana, the Santa Ana Workforce Development Board ("SAWDB"), and the Santa. Ana WORK Center ("SAW01, a collocated one - stop AJCC Partner located at the Santa Ana WORK Center, 801 W. Civic Center Drive, Suite 200, Santa Ana, CA 92701. The purpose of the MOU is consistent with the provisions of WIOA see. 121(e)(1), to establish a cooperative working relationship between the SAWDB and. Santa Ana WORK Center, the collocated AJCC Partner, and to define their respective roles and responsibilities concerning the operation of the AJCC as it relates to shared services and customers. It serves to establish the framework for providing services to employers, employees, job seekers and others needing workforce services. It also serves to establish a framework to support the established service delivery through the sharing of resources and costs. 4) DURATION This MOU shall become effective as of the date of full execution of the MOU by all Parties "Effective Date") and terminate June 30, 2022. This MOU shall supersede and cancel the existing Phase I MOU (A-2016-137) between SAWC, and the SAWDB, executed June 01, 2016, and Phase 11 MOU (A-2017-199) between SAWC, and SAWDB, executed September 01, 2017. This MOU shall also cover any and all services provided by the Partner since duly 1, 2018, until the Effective Date of this current MOU. This MOU will be reviewed not less than once every three years to ensure appropriate funding and delivery of services and to identify any substantial changes that require modification of this MOU. This MOU will remain in effect until the termination date, unless one of the conditions in section 32 occurs. EXHIBIT 1A S) MODIFICATIONS AND REVISIONS This MOU and its Attachments 1, 2, 3, 3-1, 4, and 5 constitute the entire agreement between the parties, and no oral understanding not incorporated herein shall be binding on any of the parties hereto. This MOU may be modified, altered, or revised, as necessary, by mutual consent of the parties, by the issuance of written amendment, signed and dated by the parties, which may require approval by the governing body of each Party. Assignment of responsibilities under this MOU by any of the parties shall require prior written notice and preapproval of all parties. Any assignee shall also commit in writing to the terms of this MOU. 6) SANTA ANA WORKFORCE DEVELOPMENT STRATEGIES Santa Ana's vision rests on integrating current and future resources through its SAWDB Partners. Integration suggests more than partnering or assembling multiple funding sources. It means making certain that all elements of the workforce support system work together to create inviting and seamless services wherever a client enters the system. Santa Ana's vision is sensitive to the needs of its unique demographics. The SAWDB's overall strategies include: a) Identifying regional industry clusters (e.g., manufacturing cluster, medical cluster, etc.) to create new jobs in which Santa Ana's workforce can participate; b) Expanding small business development support as a creator of new jobs and method for growing the local tax base; c) Educating Santa Ana's current and future workforce through classroom pre -training and training activities, plus on-the-job training and workforce skill enhancement activities; d) Offering career pathway programs for both unemployed and employed adults and youth; e) Increasing access to jobs for disconnected and underserved populations, especially youth; f) Organizing, integrating and supporting social and other services through the SAWDB's network of partnerships, volunteer organizations, and established institutional resources; and, g) Assuring funding from all public, private, and other sources in support of its programs„ 7) ONE -STOP SYSTEM & SERVICES A. LOCATION The AJCC is currently located in Santa Ana as follows: American. Job Center (Comprehensive AJCC) Santa Ana WORK CENTER 801 W. Civic Center Drive, Suite 200 Santa Ana, CA 92701 (714) 565-2600 Open to the Public: Monday— Friday 5:00 am-5:00 pm 3 EXHIBIT 1A The AJCC is currently located at the Santa Ana WORK, Center ("SAWC") as described in the Location of AJCC and all Partners, attached herein as Attachment I and incorporated herein by reference. Santa Ana ranks as the fourth densest city in the entire nation. SAWC, through its central location in downtown Santa Ana, shall provide and/or coordinate WIOA services to individuals, providing them with the necessary skills to participate in building a world -class workforce in Santa Ana. The SAWC offers the community a variety of informational, employment and training services based on individual needs. Those needs are met by the combined efforts of the SAWC Partners as described by the Santa Ana AJCC Partner Services, included herein as Attachment 2 and incorporated herein by reference. Services and referrals provided at the SAWC by AJCC Partners may include, but are not limited to, the following: 1. Basic Career Services: a. Eligibility determination; b. Outreach, intake, and orientation to information and services; c. initial assessment of skill levels, including: literacy, numeracy, and English proficiency; and, aptitudes, abilities, and support service needs; d. Labor exchange services, including: i. Job vacancy listings in labor market areas; ii. Information on job skills needed to obtain the vacant jobs; and, iii. Information relating to in -demand occupations, including earnings and opportunities for advancement; e. Provision of performance and program cost information on the Eligible Training Provider List C ETPV) eligible programs by program and type of provider f. Provision of information in acceptable formats and languages that identify actual performance against performance accountability measures g. Provision of information related to support services h. Provision of information and assistance in filing Unemployment Insurance claims; and, i. Assistance in establishing eligibility for programs of financial aid assistance for training and education programs not funded through WIOA. 2. Individualized Career Services. a. Comprehensive and specialized assessment of skill levels and service needs including: Diagnostic testing; and, other assessment tools; b. In-depth interview and evaluation to determine barriers and goals; c. Development of Individual Employment Plan (IEP) to identify goals, objectives, and services; d. Group counseling; e. Individual counseling; f Career planning; Z. Short -tern pre -vocational services, including: development of teaming skills; communication skills; and, other soft skills to prepare individuals for employment or training 4 FOOMMU1 EXHIBIT 1A h. Workforce preparation activities, including: basic academic; and, obtaining other skills necessary for successfial transition into postsecondary education, training or employment; i. Financial literacy services; and, j. Out -of -area job search assistance and relocation assistance. 3. Training Services: a. Occupational skills training; b. On -the -Job training; c. Incumbent worker training; d. Programs that combine workplace training with related instruction, which may include cooperative education programs; e. Training programs operated by the private sector; E Skill upgrading and retraining; g. Entrepreneurial training programs; h. Transitional jobs; i. Job readiness training provided in combination with any of the aforementioned training Services; j. Adult education and literacy activities, including: activities of English language acquisition; and, integrated education and training programs provided concurrently or in combination with any of the aforementioned training services; k. Customized training; 1. Internships and work experiences that are linked to careers; and, m. English language acquisition and integrated education and training program. 4. Emnloyer Services: a. Recruitment and other business services on behalf of employers. C. SYSTEM STRUCTURE The SAWDB will procure the AJCC Operator through a competitive process in accordance with the Uniform Guidance Cost Principles contained in the Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards at 2 CPR part 200 (Uniform Guidance), including the Office of Management and Budgets (OMB) approved exceptions for the U.S. Department of labor at 2 CFR part 2900, WIOA and its implementing regulations, and local procurement laws and regulations. All documentation for the competitive AJCC operator procurement will be available for public inspection. The State requires that the AJCC operator is re -competed at least every three years and no later than every four years. a. Prauision of Applicable Career Services and Participation is Planning and Development: The parties to this MOU will work closely together to ensure that the AJCC is a high -performing work place with staff that ensure quality of service. The AJCC Partner has indicated they shall provide an array of applicable career services to clients as set forth in the -Santa Ana AJCC Partner 80A-11 EXHIBIT 1A Services. The AJCC Partner agrees to the responsibilities required of all. Partners under WIOA Section 121(b). In addition, the AJCC Partners will participate in joint planning, plan development, and modification of activities to accomplish the following: i. Continuous partnership building; ii. Continuous planning in response to state and federal requirements; and, iii. Responsiveness to local and economic conditions, including employer needs. Parties agree to the co -enrollment of mutual customers in case management to better leverage the resources available for the benefit of the participant and enhance successful outcomes and participate in the operation of the one -stop system consistent with the terms of the MOU and requirements of authorized laws. Both parties agree to inform each other immediately when a customer violates an established policy that would require them to be banned from the center or behavior that requires police intervention. Parties agree to collaborate and reasonably assist each other in the development of necessary service delivery protocols for the services outlined in this MOU. Parties agree that the provisions contained herein are made subject to all applicable federal and state laws, implementing regulations, and guidelines imposed on either or all the parties relating to privacy rights of customers„ maintenance of records, and other confidential information relating to customers. Parties agree that all equipment and furniture purchased by any party for purposes described herein shall remain the property of the purchaser after the termination of this MOU. b. Parries shall comply with: i. Section 188 of the WIOA Nondiscrimination and Equal Opportunity Regulations (29 CFR Park 38; Final Rule, published December 2, 2016); ii. Title VI and VII of the Civil Rights Act of 1964 (Public Law 88-352), as amended; iii. Section 504 of the Rehabilitation Act of 1973, as amended; iv. The Americans with Disabilities Act of 1990, as amended; v. The Jobs for Veterans Act (Public Law 107-288) pertaining to priority of service in programs funded by the U.S. Department of Labor; vi. Training and ]Employment Guidance Letter (TEGL) 37-14, Update on Complying with Nondiscrimination Requirements: Discrimination Based on Gender Identity, Gender Expression and Sex Stereotyping are Prohibited Forms of Sex Discrimination in the Workforce Development System and other guidance related to implementing WIOA see. 188; vii. The Non-traditional Employment for Women Act of 1991; viii. The Age Discrimination Act of 1967, as amended; N 80A-12 EXHIBIT 1A ix. The Age Discrimination Act of 1975, as amended; x. Title IX of the Education Amendments of 1972, as amended; xi. The Family Educational Rights and Privacy Act (FERPA) (20 U.S.C. § 1.232g; 34 CFR part 99); xii. Title IX of the Education Amendments of 1972, as amended; xiii. Confidentiality requirements governing the protection and use of personal information held by the VR agency (34 CFR 361.38); xiv. The confidentiality requirements governing the use of confidential information held by the State Ul agency (20 CFR part 603); and, xv. All amendments to each, and all requirements imposed by the regulations issued pursuant to these acts. The Parties agree to inform each other immediately when a customer violates an established policy that would require them to be banned from the center or activity that requires policy intervention. Partner commits to collocation of staff, as appropriate, and to providing other professional learning opportunities that promote continuous quality improvement. Partner will further promote system integration to the maximum extent feasible through: a. Effective communication, information sharing, and collaboration with, the AJCC operator; b. Joint planning, policy development, and system design processes; c. Commitment to the joint mission, vision, goals„ strategies, and performance measures; d, The design and use of common intake, assessment, referral, and case management processes; e. The use of common and/or linked data management systems and data sharing methods, as appropriate; f. Leveraging of resources, including other public agency and non-profit organization services; g Participation in a continuous improvement process designed to boost outcomes and increase customer satisfaction; and h. Participation in regularly scheduled Partner meetings to exchange information in support of the above and encourage program and staff integration. N I-WA91 HOC ME Partner shall provide applicable career services to clients as set forth in the Santa Ana AJCC Partner Services. 9) REFERRALS The primary principle of the referral system is to provide integrated and seamless delivery of services to workers, job seekers, and employers. In order to facilitate such a system, Partners will ensure and agree to: a. Familiarize themselves with the basic eligibility and participation requirements, as well as with the available services and benefits offered, for each of the Partners' programs represented in the AJCC network; b. Develop materials summarizing their program requirements and making them available for Partners and customers; c. Develop and utilize common intake, eligibility determination, assessment, and registration forms, as appropriate; d. Provide substantive referrals to customers who are eligible for supplemental and complementary services and benefits under Partner programs; e. Regularly evaluate ways to improve the referral proem, including the use of customer satisfaction surveys; f Commit to robust and ongoing communication required for an effective referral process; g. Commit to actively follow up on the results of referrals and assuring that Partner resources are being leveraged at an optimal level; h. Ensure that intake and referral processes are eustomcr-centered with the intent to provide high quality customer service; i. Ensure that general information regarding AJCC programs, services, activities, and resources shall be made available to all customers as appropriate; j. Ensure that referrals will be made via email or other electronic means; k. Ensure that referrals will include a direct link or access to other AJCC Partner staff that can provide meaningful information or service, through the use of co -location, or real-time technology (two-way communication and interaction with AJCC Partners that results in services needed by the customer); and, 1. Ensure that the referral process will include specific staff name, the activity required, desired outcome and a method for communicating back to the referring agency that the service need was addressed. EXHIBIT 1A a. Day -to -Day Supervision The day-to-day supervision of staff assigned to the AJCCs will be the responsibility of the site supervisor(s). Partner will continue to set the priorities of its staff assigned to the AJCC. Any change in work assignments or any concerns involving the responsibilities of the parties which occur at the worksite will be handled by the site supervisor(s) and Partner management. b. Santa Ana WORK Center Hours of Operation The SAWC is open for business: Monday through Friday from 8:00 am until 5:00 pm. a Partner Staff Office Hours The office hours for Partner staff at the AJCC will be established by the Partner. All Partner staff will comply with their corresponding holiday schedule and will provide a copy of their holiday schedule to the SAWDB and SAWC at the beginning of each fiscal year. d. Building Accessibility All Partner staff assigned to the SAWC will be issued an access card to SAWC suite 200 and a parking lot pass that allows them to enter and exit the parking lot. It is all individual staffs responsibility to keep them secure. Should they damage or lose them they can be replace by the SAWDB at the expense of the individual agency staff. e. Benefits Each party shall be solely liable and responsible for providing to, or on behalf of, its employee(s), all legally -required employee benefits. In addition, each party shall be solely responsive and hold all other parties harmless from all matters relating to payment of each party's employce(s), including compliance with social security withholding, workers` compensation, and all other regulations governing such matters. 11) AJCC OPERATING BUDGET The purpose of this section is to establish a financial plan, including terms and conditions, to fund the services and operating costs ofthe toed AJCC. The parties to this MOU agree that joint funding is a necessary foundation for an integrated service delivery system. The goal of the operating budget is to develop a funding mechanism that: a. Establishes and maintains the Local workforce delivery system at a level that meets the needs of the job seekers and businesses in the Local area; b. Reduces duplication and maximizes program impact through the sharing of services, resources, and technologies among Partners (thereby improving each pro`s effectiveness); 91 EXHIBIT 1A c. Reduces overhead costs for any one Partner by streamlining and sharing financial, procurement, and facility costs; d. Ensures that costs are appropriately shared by AJCC Partners by determining contributions based on the proportionate use of the AJCC centers and relative benefits received, and requiring that all funds are spent solely for allowable purposes in a manner consistent with the applicable authorizing statutes and all other applicable legal requirements, including the Uniform Guidance, and, e. All parties will meet and confer regarding replacement, acquisition, cleaning and maintenance of furnishings. The parties consider this AJCC operating budget the master budget that is necessary to maintain the SAWDB's high -standard AJCC. It includes the following cost categories, as required by WIOA and its implementing regulations: a. Infrastructure costs (also separately outlined below in the Infrastructure Funding Agreement); b. Career services; and c. Shared services. All costs must be included in the MOU, allocated according to the AJCC Partner's proportionate use and relative benefits received, reconciled every six. (6) months against actual costs incurred, and adjusted accordingly. The AJCC operating budget is expected to be transparent and negotiated among Partners on an equitable basis to ensure costs are shared appropriately. All Partners must negotiate in good faith and seek to establish outcomes that are reasonable and fair. All Partners must adhere and reference the rules and regulations included in the executed Office Lease, attached hereto as Attachment 5 and incorporated herein by reference. 12) INFRASTRUCTURE FUNDING AGREEMENT The Infrastructure Funding Agreement (" IFA") contains the infrastructure costs budget that is an integral component of the overall AJCC operating budget. The IFA is a mandatory component of the local MOU, described in WIOA sec. 121(c) and 20 CFR 678.500 and 678.755. The IFA contains the AJCC Comprehensive Infrastructure Budget, and Other System Cost Budget„ included herein as Attachment 3 and incorporated herein by reference, that is an integral component of the overall AJCC operating budget. The other component ofthe IFA is the Applicable Career Services, attached herein as Attachment 3-1 and incorporated herein by reference, which includes the shared operating costs and shared services. The overall AJCC operating budget includes the Comprehensive Cost Allocation and Partner Contributions, attached herein as Attachment 4 and incorporated herein by reference. AJCC infrastructure costs are defined as non -personnel costs that are necessary for the general operation of the AJCC, including, but not limited to: a. Rental of the facilities; b. Utilities and maintenance; iN FORAM EXHIBIT 1A c. Equipment, including assessment -related products and assistive technology for individuals with disabilities; and, d. Technology to facilitate access to the AJCC, including technology used for the center's planning and outreach activities. Changes in the AJCC Partners or an appeal by an. AJCC Partnees infrastructure cost contributions will require an amendment of the MOU. 13) COST ALLOCATION METHODOLOGY The purpose of this infrastructure cost sharing methodology is to summarize, in writing, the methods and procedures that the SAWDB will use to share costs with the AJCC Partner. The AJCC Partner agrees that it will be charged on a monthly basis according to the following cost sharing methodology, and thatmonthlypayment will be submitted within the first ten (10) calendar days of each month. iirglat7t7.•y,`ilY:7flsltL a. Rent Costs: Rent costs shall be based only on the base rent. The base rent is derived from the total assigned square footage, calculating the percentage of usage by AJCC Partner and applying that percentage to the common area square footage. Assigned square footage plus the percentage of common area square footage equals total square footage for each AJCC Partner. Total square footage for each AJCC Partner multiplied by the base rent per square foot equals total base rent for each AJCC Partner as indicated in the AJCC Comprehensive Infrastructure Budget, and Other System Cost Budget and the Comprehensive Cost Allocation and Partner Contributions. The base rent has an annual increase of no more than 3% over the five-year life of the Office Lease document (Attachment 5 attached herewith and incorporated herein by reference). b. Utilities and Maintenance: This section includes only telephone services, which includes voice -mail on AJCC Partners' phones. Costs for staff phones are charged based on the AJCC Partner's assigned space. Common area phones will be charged according to space allocation. c. Telephones: Telephone costs include the cost of purchasing and installing a new phone system utilized by the AJCC Partners. Telephone costs are based on the actual cost for telephones in assigned spaces. Common area telephones are allocated based on percentage ofspace allocation. d. TechnolM and Internet Access Costv: Installation of Network Wireless Bridge will be a monthly charge based on costs from the vendors. The cost per AJCC Partner is derived from the calculation of total percentage of space used by each AJCC Partner. Recurring monthly charges for Internet, Wi-Fi and other technology charges are allocated based on the percentage of total space allocated. Access Card System installation and programing of the key card system, Data & Phone cabling and Switches will be a monthly charge to all collocated Partners based on allocated space. The AJCC Partner may provide cash, non -cash (in- kind), and third -party in -kind contributions to cover its share of infrastructure costs. In -kind contributions cannot be used to fund non- Im 80A-17 EXHIBIT 1A infrastructure costs (such as personnel), and must be valued consistent with Uniform Guidance Section 200.306 to ensure such contributions are fairly evaluated and qualify for the AJCC Partner's proportionate share. If third -party in -kind contributions are made to support the AJCC as a whole (such as facility space), that contribution will not count toward the AJCC Partner"s proportionate share of the infrastructure. Rather, the value of the contribution will be applied to the overall infrastructure budget prior to determining proportionate amounts and thereby reduce the contribution required for all AJCC Partners. a. Cash Cash funds provided to the SAWDB, or its designee, by AJCC Partners, either directly or by all interagency transfer, or by a third party. b. on -Cash Expenditures incurred by AJCC Partners on behalf of the AJCC; and Pion -cash contributions or goods or services contributed by a Partner program and used by the AJCC. c. Thirdpartylir-kind Contributions of space, equipment, technology, non -personnel services, or other like items to support the infrastructure costs associated with AJCC operations, by a non-AJCC Partner to Support the AJCC in general; or, Support the proportionate share of AJCC infrastructure costs of a specific Partner [20 CFR 678.720; 20 CFR 678.760; 34 CFR 361.720; 34 CFR 361.760; 34 CFR 463.720; and 34 CFR 463.760]. 16) OTHER AJCC DELIVERY SYSTEM COSTS In compliance with WIOA Joint Rule Section 679.760„ the AJCC Partners will use a portion of funds made available under their authorizing federal statute (or fairly evaluated in -kind contributions) to share the additional costs relating to the operation of the One -Stop delivery system. These costs may be shared through cash, non -cash, or third -party in -kind contributions. As required by WSD16-09, the amount of funds that the AJCC Partner has budgeted to expend on applicable career services and other shared services, which cumulatively with the other AJCC Partners budgeted amounts shall form the Comprehensive Cost Allocation and Partner Contributions. a. Career Services Applicable to the AJCC Partner The AJCC Partner shall provide applicable career services to clients as set forth in the Santa Ana AJCC Partner Services. The agreed upon Applicable Career Services Budget is set forth in Attachment 3-1 attached hereto and incorporated herein by reference. This budget consists of the AJCC Parinees costs for the service delivery of each applicable career service indicated in the Santa Ana AJCC Partner Services. b. Required Consolidated Budget for the Delivery of "Applicable Career Services" The other system costs budget must be a consolidated budget for applicable career services. This budget must include each of the Partner's costs for the service delivery of each applicable career 12 FOODINFOO EXHIBIT 1A service and a consolidated system budget for career services applicable to more than one Partner as indicated in the Comprehensive Cost Allocation and Partner Contributions. AJCC Partners understand that while only collocated Partners share infrastructure costs, at this time, all AJCC Partners must share in other System costs through non -cash (in -kind) contributions as set forth herein. Parties agree that the use of high -quality, integrated data is essential to inform decisions made by policymakers, employers„ and job seekers. Additionally, it is vital to develop and maintain an integrated case management system, as appropriate, that informs customer service throughout customers' interaction with the integrated system and allows information collected from customers at intake to he captured once. Parties further agree that the collection, use, and disclosure of customers' personally identifiable information (PIT) is subject to various requirements set forth in Federal and State privacy laws. Partners acknowledge that the execution of this M€}U, by itself, does not function to satisfy all of these requirements. All data, including customer P1I, collected, used, and disclosed by Partners will be subject to the following: a. Customer Pli will be properly secured in accordance with the SAWDB's policies and procedures regarding the safeguarding of PH; b. The collection, use, and disclosure of customer education records, and the PlI contained therein, as defined under FERPA, shall comply with FI RPA and applicable State privacy laws; c. All confidential data contained in Unemployment Insurance wage records must be protected in accordance with the requirements set forth in 20 CFR part 603; d. All personal information contained in Vocational Rehabilitation records must be protected in accordance with the requirements set forth in 34 CFR 361.38; e. Customer data may be shared with other programs, for those programs' purposes, within the AJCC network only after the informed written consent of the individual has been obtained, where required; f. Customer data will be kept confidential, consistent with Federal and State privacy laws and regulations; and, g. All data exchange activity will be conducted in machine readable format, such as HTML or PDF, for example, and in compliance with Section 508 of the Rehabilitation Act of 1973, as amended (29 U.S.C. § 794 (d)). 13 FOODYMPO EXHIBIT 1A All AJCC and Partner staff will be trained in the protection, use, and disclosure requirements governing Pit and any other confidential data for all applicable programs, including FERPA- protected education records, confidential information in UI records, and personal information in VR records. 18) CONFIDENTIALITY All parties expressly agree to abide by all applicable Federal, State, and local laws and regulations regarding confidential information, including Pit from educational records, such as but not limited to 20 CFR Part 603, 45 CFR Section 205.50, 20 USC 1232g and 34 CFR part 99, and 34 CFR 361.38, as well as any applicable State and local laws and regulations. Each party will ensure that the collection and use of any information, systems, or records that contain Pll and other personal or confidential information will be limited to purposes that support the programs and activities described in this MOU and will comply with applicable law. Each party will ensure that access to software systems and files under its control that contain Pll or other personal or confidential information will be limited to authorized staff members who are assigned responsibilities in support of the services and activities described herein and will comply with applicable law. Each party expressly agrees to take measures to ensure that no PIT or other personal or confidential information is accessible by unauthorized individuals. To the extent that confidential, private, or otherwise protected information needs to be shared amongst the parties for the parties' performance of their obligations under this MOU, and to the extent that such sharing is permitted by applicable law, the appropriate data sharing agreements will be created and required confidentiality and ethical certifications will be signed by authorized individuals. With respect to confidential unemployment insurance information, any such data sharing must comply with all of the requirements in 20 CFR Part 603, including but not limited to requirements for an agreement consistent with 20 CFR 603.10, payments of costs, and permissible disclosures. With respect to the use and disclosure of FERPA-protected customer education records and the PII contained therein, any such data sharing agreement must comply with all of the requirements set forth in 20 U.S.C. § 1232S and 34 CFR Part 99. With respect to the use and disclosure of personal information contained in VR records, any such data sharing agreement must comply with all of the requirements set forth in 34 CFR 361.38. 19) PRESS RELEASES AND COMMUNICATIONS All parties shall be consulted and notified prior to communicating with the press, television, radio or any other form of media regarding its duties or performance under this MOU. Participation of each party in presstmedia presentations will be determined by each party's public relations policies. The parties agree to utilize the AJCC logo developed by the State of California and the SAWDB on buildings identified for AJCC usage. 20)ACCESSIBILITY 14 FOODMIKII EXHIBIT 1A Accessibility to the services provided by the AJCCs and all Partner agencies is essential to meeting the requirements and goals of the local AJCC network. Job seekers and businesses must be able to access all information relevant to them via visits to physical locations as well as in virtual spaces, regardless of gender, age, race, religion, national origin, disability, veteran's status, or on the basis of any other classification protected under state or federal law. 21)NON-DISCRIMINATION AND EQUAL OPPORTUNITY All parties to this MOU certify that they prohibit, and will continue to prohibit, discrimination, and they certify that no person, otherwise qualified, is denied employment, services, or other benefits on the basis of (i) political or religious opinion or affiliation, marital status, sexual orientation, gender, gender identification and/or expression, race, color, creed, or national origin, (ii) sex or age, except when age or sex constitutes a bona fide occupational qualification; or (iii) the physical or mental disability of a qualified individual with a disability. 22)GRIEVANCES AND COMPLAINTS PROCEDURE The AJCC Partner agrees to establish and maintain a procedure for grievance and complaints as outlined in WIOA. The process for handling grievances and complaints is applicable to customers and Partners. These procedures will allow the customer or entity filing the complaint to exhaust every administrative level in receiving a fair and complete hearing and resolution of their grievance. The Partner further agrees to communicate openly and directly to resolve any problems or disputes related to the provision of services in a cooperative manner and at the lowest level of intervention possible. All Partners agree to inform each other immediately when a customer violates an established policy that would require them to be banned from the center or involves police authorities. 23) AMERICAN'S WITH DISABILITIES ACT AND AMENDMENTS COMPLIANCE The AJCC Partner agrees to ensure that the policies and procedures as well as the programs and services provided at the AJCC are in compliance with the Americans with Disabilities Act (" ADA") and its amendments. Additionally, the SAWDB and the AJCC Partners will ensure that policies and procedures established by the SAWDB and the AJCC Partners are in compliance with the ADA. Y' a 1 t t. . In accordance with provisions of Section 895.4 of the California Government Code, each signatory hereby agrees to indemnify, defend and hold harmless all other signatories identified in this MOU from and against any and all claims, demands, damages and costs arising out of or resulting from any negligent acts or omissions which arise from the performance of the obligations by such indemnifying party pursuant to this MOU. In addition, except for Departments of the State of Califomia which cannot provide for indemnification of court costs and attorney's fees under the indemnification policy of the State of California, all signatories to this MOU agree to indemnify, defend and hold harmless each other from and against all court costs and attorney's fees arising out of or resulting from any negligent acts or omissions which arise from the performance of the 15 80A-21 EXHIBIT 1A obligations by such indemnifying party pursuant to this MOU. It is understood and agreed that all indemnity provided herein shall survive the termination of this MOU. 25) SEVERABILITY If any part of this MOU is found to be null and void or is otherwise stricken, the rest of this MOU shall remain in force. All parties to this MOU certify they will comply with the Drug -Free Workplace Act of 1988, 41 U.S.C. 702 et seq., and 2 CFR part 182 which require that all organizations receiving grants from any Federal agency maintain a drug -free workplace. The recipient must notify the awarding office if an employee of the recipient is convicted of violating a criminal drug statute. Failure to comply with these requirements may be cause for suspension or debarment under 2 CFR part 180, as adopted by the U.S. Department of Education at 2 CFR 3485, and the U.S. Department of Labor regulations at 29 CFR part 94. r 1 � € aLi71;7i7i(ri�i7.li3'/:r?[!; All parties shall comply with the Byrd Anti -Lobbying Amendment (31 U.S.C. Section)352), 29 C.F.R. Part 93, and 34 CFR part 82, as well as the requirements in the Uniform. Guidance at 2 CFR 200.450. The parties shall not lobby federal entities using federal funds and will disclose lobbying activities as required by law and regulations. 28) DEBARMENT AND SUSPENSION All parties shall comply with the debarment and suspension requirements (E.0.12549 and12689) and 2 CFR part 180 and as adopted by the U.S. Department of Labor at 29 CFR part 2998 and by the U.S. Department of Education at 2 CFR 3485. 29) PRIORITY OF SERVICE All parties certify that they will adhere to all statutes, regulations, policies, and plans regarding priority of service, including, but not limited to, priority of service for veterans and their eligible spouses, and priority of service for the WIOA title I Adult program, as required by 38 U.S.C. sec. 4215 and its implementing regulations and guidance, and WIOA see. 134(e)(3)(E) and its implementing regulations and guidance. Partners will target recruitment of special populations that receive a focus for services under WIOA, such as individuals with disabilities, low-income individuals, basic skills deficient youth, and English language learners. 30) BUY AMERICAN PROVISION Each party that receives funds made available under title I or II of WIOA or under the Wagner- Peyser Act (29 U.S.C. Section 49, et. seq.) certifies that it will comply with. Sections 8301 through. 8303 of title 41 of the United States Code (commonly known as the "Buy American Act.") and as referenced in WIOA Section 502 and 20 CFR 683.200(f). 16 80A-22 EXHIBIT 1A kj)lm WA, Each party certifies that, when operating grants funded by the U.S. Department of Labor, it complies with TELL 05-06, Implementing the Salary and Bonus Limitations in Public Law 109- 234, TELL 1.7-15, Workforce Innovation and Opportunity Act (WIOA) Adult, Dislocated Worker and Youth Activities Program Allotments for Program. Year (PY) 2017; Final. PY 2017 Allotments for the Wagner-Peyser Act Employment Service (ES) Program Allotments; and Workforce Information Grants to States Allotments for PY 2017„ Public Laws 114-113 (Division H, title 1, Section 105) and 114-223, and WIOA section 194(15)(A), restricting the use of federal grant funds for compensation and bonuses of an individual, whether charged to either direct or indirect, at a. rate in excess of the Federal Office of Personnel Management Executive Level It. 32) TERMINATION This MOU will remain in effect until the end date specified in section 4 above, unless: a. Federal oversight agencies charged with the administration of WIOA are unable to appropriate funds or if funds are not otherwise made available for continued performance for any fiscal period of this MOU succeeding the first fiscal period. Any party unable to perform pursuant to MOU due to lack of funding shall notify the other parties as soon as the party has knowledge that funds may be unavailable for the continuation of activities under this MOU; b. WIOA is repealed or superseded by subsequent federal law; c. Local area designation is changed under WIOA; and, d. A party breaches any provision of this MOU and such breach is not cured within thirty (30) days after receiving written notice from the SAWDB Chair (or designee) specifying such breach in reasonable detail. In such event, the non -breaching party(s) shall have the right to terminate this MOU by giving written notice thereof to the party in breach, upon which termination will go into effect immediately. In the event of termination, the parties to the MOU must convene within thirty (30) calendar days after the breach ofthe MOU to discuss the formation of the successor MOU. At that time, allocated costs must be addressed. This MOU is of no force or effect until signed by authorized representatives of the participating parties, and approved by the Chief Local Elected Official or his/her designee. The MOU, once signed, becomes part of the local WIOA Plan. Any party may withdraw from this MOU by giving written notice of intent to withdraw at least thirty (30) calendar days in advance of the effective withdrawal date. If agreed to by all parties, the timeframes for notice maybe reduced or extended. Notice of withdrawal shall be given to the SAWDB at the address listed in the signed attachments of this MOU, and to the contact person so listed, considering any information updates received by the parties, a courtesy notification shall be made to all parties of this MOU in a timely manner. 33) NOTICES All notices, requests, claims, correspondence, reports, statements authorized or required by this Agreement, and/or other communications shall be addressed as follows: M EXHIBIT 1A City of Santa Ana: City of Santa Ana Administration Services 801 W. Civic Center Dr., Suite 200 Santa Ana, CA 92701 Partner: Santa Ana WORK Center 801 W. Civic Center Dr., Suite 200 Santa Ana, CA 92701 34)INSURANCE The AJCC Partners agree that their current in force insurance or self-insurance coverage programs shall apply to their operations performed under the Workforce Innovation Opportunity Act and at the SAWC, including commercial general liability, property damage liability, business personal property, workers' compensation and employee dishonesty/crime coverages. The City of Santa Ana shall be named as additional insured for such insurance and the coverage shall be primary and non-contributory with regard to the City. 35) AUTHORITY AND SIGNATURES The individuals signing this MOU and its attachments, which are incorporated herein by reference, have the authority to commit the party they represent to the terms of this MOU, and do so commit by signing. ATTAATTANTSNTS Attachment 1: AJCC Partners Location and Map Attachment 2: Santa Ana AJCC Partner Services Attachment 3: AJCC Comprehensive Infrastructure Budget, and Other System Cost Budget Attachment 3-1: Applicable Career Services Attachment 4: Comprehensive Cost Allocation and Partner Contributions Attachment 5: Office Lease 18 • I . EXHIBIT 1A THIS MEMORANDUM OF UNDERSTANDING is hereby signed and agreed to on the date first written above, FOR THE CITY OF SANTA ANA Attest: Norma Mitre, Acting Clerk of the Council Recommended for Approval: Steven A. Mendoza, Executive Director Community Development Agency City of Santa Ana: Kristine Ridge, City Manager as to Form: u v4ho, City Attorney A ANA WORKFORCE DEVELOPMENT BOARD Chair FOR AMERICA'S JOB CENTER OF CALIFORNIA PARTNER Santa Ana WORK Center AJCC Partner Steven A. Mendoza, Executive Director Community Development Agency 20 Civic Center Plaza M-25, Santa Ana, CA 92701 Address Date City Attorney wo MOMPTIffIVATM �: • . ...6 Partner Program Partner Authorization/Category Physically Organization Co -Located Title I Adult, Dislocated City of Santa Ana _ Workers and Youth WIOA Title I Adult Dislocated Workers Youth Yes Programs programs Rancho Santiago WIOA title 11 Adult Education and Family Adult Education/ Community College Literacy Act (AEFLA) program Career and technical education (CTE) Literacy and Carl Perkins District Career Technical programs at the postsecondary level, No Education authorized under the Carl D. Perkins Career and Technical Education Act of 2006 (20 U.S.C. 2301 et seq.) Wagner-Peyser Employment WIOA title III Wagner-Peyser Employment Development Services, authorized under the Wagner-Peyser Yes Department (EDD) Act (29 U.S.C. 49 et seq.), also providing the state's public labor exchange. Veterans Employment Development Jobs for Veterans State Grants (JVSG), Yes Department (EDD) authorized under chapter 41 of title 38, U.S.C. Employment Trade Adjustment Assistance (TAA), Trade Act Development authorized under chapter 2 of title 11 of the Yes Department (EDD) Trade Act of 1974 (19 U.S.C. 2271et seq.) Unemployment Insurance (Ul) Employment Development Unemployment Insurance programs under No Department (EDD) state unemployment compensation laves. State Department of WIOA title IV State Vocational Rehabilitation Vocational Rehabilitation program authorized under title I of the Yes Rehabilitation Services Rehabilitation Act of 1973 (29 U.S.C. 720 et seq.) Temporary Assistance Social Service Temporary Assistance for Needy Families for Needy Families Agency -Family Self- (TANF), authorized under part A of title IV of Yes (TANF) Sufficiency the Social Security Act (42 U.S.C. 601 et seq.) Senior Aid Program Senior Community Service Employment Senior Aid Program Regions It & III Program (SCSEP), authorized under title V of Yes SER-Jobs for the Older Americans Act of 1965 (42 U.S.C. Progress, Inc. 3056 et seq.) Job Corps Long Reach Job Cor s WIOA Title I C, Jobs Corps No Native American Southern California Indian and Native American Programs (Section Programs Indian Center 166) Na Housing & Urban Santa Ana Housing Housing & Urban Development (HUD) Development Yes Adult Demonstrationnge County Reentry Employment Opportunities (ED) :Ihority riffs Department programs authorized under sec. 212 of the No Second Chance Act of 2007 (42 U.S.C. 17532) and WIOA sec. 169 EXHIBIT 1A SANTA ANA WORKCENTER PARTNERSAND ITS 10 Sarda AM WMCeror America's Jab Center of California 8Ol W.Gv1cCenterfk. Sane Ma,CA92701 Farintut Employment Develtpnxnt Department State Dtwn eotof pehamilation O.0 social seMces Agency Good" ktdmixtes SEWSerdor Aid fmogram ttm4Ufe K u m Centennial Adult Education 2900W. EdingerAve. SantaAna,CA92704 ..,� Santa Arm College 1530W.17thSt. Santa Ana, CA 92706 College&Workforce freperationCenter tS72 N. Main St Orange, CA 92867 statedeµaronentof (�} Rehabi8tatton �v 70gm*C0yadm Suttelt0 Orange, CA92868 Social Servtees Agency in 1928S.GundAvn Santa Ana,CA92706 � Crumi Yaleytlghschool E:A 1801 S.GreenvtAe Santak%CA92704 6 Long leach lob Corps 1903 Santa Fe Ave. Long leach CA90810 ASM American SerriorCenter 15O N. Birch St Santa Me, CA 92701 lemkrgton Educattort Center 1325E.4th St. Santa Ana, CA02701 EXHIBIT 1A C a= m a °ar d o ca' co m Gi O F- ce O per.` Q' ¢ Q '� O m a: m O o t6 to k6 to M dui M {1J tJ M -a M rl rE s-F ri pp ei !N Od a-7 rf a6 C C!1 Z d j' •a h h m to N rW VI` tl` � h 4pp0 � d M1I co ui V` M 41' HT' CO cri N 4tib .a as " N U G h L M L6 M L rl N H G M rt r N Q u f• V ~ O W k= ni ti1 Lf to ei t0 t!Y 41fy 14 pG a O e{ e4' 4f1 af} tl' In TS a4' `~ LM t°V 09 to' N tV ' N M ^a O'r to .-i ra .-i Pe' y ,-t t-i .t N `y Pi � � w F t<•i }? V a G O a 6 �.,. G o m a > 12 > C9 > d > O " a v ap E rt a c G d e ar L1 ®Y pr ® 0 d 0 o w a s 0w iv Q" `� d a tin p ,t a a �UO c Q a= o w 'c a c •.�. m an E E E d M C ua c�a rC 'U o o o o p C ® m c E Q c alter m c c a aces o-c °s �,°E c'n�a�c Z cE u w w4wpwp �, LLcc cc n�, th Y C � 4k 4t a'G. e6p 7 'a Gi a «° m � to t G m F qa o a` Ip Y c�� E f6 is �t1 4 to G Y a. = O. G �1�+ fd Ntv G T3 VI E ei 43 E ..��. d 'C tar pa G t% I�j G v O C p O pa 0 2 6A,?. S O FOODYAWOO EXHIBIT 1A m N c vua, Es,,a L's c o aT O C y u E v c,, o 0 vca n92vv�' o0'•0 a5vatn-:yood 0a a c 4 carc t} a 2 1 80.2 O C b a c'Y ne a o. ii � � rr% •� a g +rlt N d � � � � O V C � v as ea ua°'co ' 0 t v y�oc- oncae o >:-w o c cnC R den ao '� ' a «� c on.a C7 E MM mc8 Gk as"i�_.uE "g coo C3 a � V f! .00 •.S 4 VI � is •� ocq � `aFE ry ma A" u F H G a t a w�$ a E U Vi E v110 5ch Cc, , a y o a " a w qa " r+ a QO w a ya a w s° a don 10, ar wCgc c s o a h o`dTl u a g c Ca a$®?c . a a G 1i w a w cr on W w v A 79 V1 a 80A-29 Pi EXHIBIT 1A C') V U Q M c pp w0 E m OZ w U � Q � A chi _ a' G G ❑ 00 t t +� E 7y` d ,� Ali R C 0 Q p `�•'�% y � t� �y plr T� � n` �r V 'Li ®, EP E TpyJ E � W •Lro C3 U Q _C 42 0 0- x® Rt U C q$ C n3 .0 0 Q rC `d ISm me 6 O fpt CrY 'UDyG3 r ci t�. "> _ O p v ar c°i A '� vQi 4tl .E OI.•Gpp u O '� C6 G } . 0 taE6 a� w01 0i a. Q me G U u 0t ° w c W a Ca3 a .0 v � �' g 46 ti _ a Z � 125 I CL u Q� Q Z � (GG G ve C1 � y • W C G 6 y -a — cd C tl? v V Q E �Q Ow u O w t"0 C � Q A ..d O G to .0 �Q ? N w •= C at E P+ CJ 6� W10 chi l9 ,Yv, G_ C � V I�1 Eli V M•P C Ci M et Frt M V••1 w�i e+i EXHIBIT 1A PR Vl 1?. U a a z a r z 9 %o r 23 80A-31 EXHIBIT 1A fr, Ld (� G. 7s'> U O .� V Y PAY 6L A �. R1 ¢' Ri W O a� 0 o " G it. w 00 op 00. pu c d c c 00 ® r`pio a 0ppy r. u 6Y 0 U G U tj C Q rU� Ei & .4 � O W `' W 6r "3 0 O a? ,� � � '� "�' � �'. �'. �'^ i 3 � � � •.. � as as $j( Win_ p ac y 4s 4Y N U ui bk a+ :... -U � a. O C 0 � o '0 U 4A y ay,s W °2i e. � � c �` eas � oc e� E. a ,, IS ¢Gc arys 0= w o ' j� e�gg O ��.. C17 Y w .2 O O O 'O O U E O b '> O e w c x �?°� c M a c ° anc a` nfi caa v'' w v gz a: u ar" to t y M ... ,,,,.. oA U w IP m a, U Or- b a ems ° w . i Vk ,Qs�. .O-y l�.S !,�,3 ia' O •,i.+^• C Uyr N `ry D3} A Cam} 'y ui Q. 6R n' yy� 5 •�" .fir O °'�. 4 C' E b cs ob.0 a a 2 atl ® E'° a os c CT C� e.i N Kt "S Vi !Ci A � Oe IP 80A-32 EXHIBIT 1A M m k _ � § ) \»a §§@» \ k ) &/$\\\\ ) \3 )��w�■ao2 § \ m ;� EXHIBIT 1A Attachment 3 Santa Ana Workforce Development Board A)CCComprehan&etr,frn mtuee$udpt, and ether System Cost Budget r.meu,ry 'smraearvnlaarmtalan'asaata4uat>+�r. a 1�,*=rtsmca,z;a�.rrtur R.:s�. _ - costa tegory/Unettem _ . Cast 0ma6i . .. women costs tow Monthly Propertye4y Rent Mon[hlyCa .. �IYtomhty ;Pfoperly ;�$en[ , . , Tau] 51orNhty°'. FPKnRYnd } Eg01p�tEat Rant ease Rent tnaW.lanWtada0, Malmsnd UtWhen 542.506.20 $19.987.79 $1990"7.79 Qp"Rtiaaa&Cart 2%ofaent Management Pee 1.76%.f Unt e6 Rant U4ititles/MaPnt Tetephone5e Wao Per Persgn ARpnfl cents of tRR➢ ToneandVeme Man Assigned 31,95840 M785.00 $785.00 5haed Phones m a rre.. a 5212.50 S97,t7 $97.17 SSA Not a 5i3.11 $13.11 Secud"uard(AnnuaG} Includes$840 FarktrgP $50.155.78 $1.911.23 M1,911.23 �� S&RSheta $0.00 Total UatOviesfMa&n nanea $2,F88$1 $0.00 42.788.$1 "E4ut math New Phone System Phwma by ani6ned tmnes $8,53$.29 $66.86 $66.86 ShaeC 029tc Phoaae Ses"S $5.64 $5,04 SSA Not Pakeg $0.71 _.$0.71 tkemesa sd Nmnes 54,880.48 $36.29 $35.20 tliemes $55720 $4,25 .25 SSA Nof a $0.60 $0.6 55ANOt 55,035.07 $ 8. 7 $35,37 New phano5ystem AAmm]SuPPmtQAt iotati:q d t $21 8,97 5188:54 $18854 tePechnata8y and Access Costs Netwoe&Ntiretess edd6e NeflwwR $14.,08023 S107.31 $SOt.31 Aeeess stem Card Qatn Phone Cabling InPoematFonieehaolgBy Cmt Per Month Key Card S eao 6n Wteatess Netwcat: $ri�1e Maintenance $17,194.26 $5$097.10 $7.425.00 Si3144 $44216 $56.69 $13t.04 $44 .70 $66.59 °•'Ca ier nnual esPgrcaftoom use clients mNy M6,523,20 $49,71 $49.71 p r staOo* 0,19cea $31,97 $31.97 Totat7aehnatogymd Access $107,514.41 $0.00 S819.37 $819.37 In-Rtnd to rastruetuee i'atAt M13Q,948d8 2A06.205i 3,794,f2 410,96Z,7Q "F.quipmanrta a 3yuvamarneanon axpansraraonen0¢ c7mpmea. nsrunrgm uc acr«ur rw.sw v.,,.A,2�a,.��..w.,.a.,• �..ws. 5 Basfc pharrcs are Shand pBatea and aBaaBrd By pereenmga «• Teehrmfo8yandAmru Casa ore d1bawdanpareenrage rtnedamar4iertoaerSYeara ... Copiers are fraeadequipmantmainrt ePramgudBypurcem5age.AeCdxkarta6 ehargaJar We& witf he mhvfaradand charged e ' 1 A L� EXHIBIT 1A Attachment 3-1 APPLICABLE CAREER SERVICES snarino utner une-stun Delivery system costs The budget must Include "applicable career services" as well as any other shared costs agreed upon by the AJCC partners. While only co -located partners share infrastructure costs, all One -Stop partners must share in other system costs, including applicable career services. Required Consolidated System Budget for "Applicable Career Services" Summary of Career Services Applicable to Each AJCC Partner The MOU requires identification of the career services that are applicable to each partner program (Attachment 2). Accordingly, this budget includes each of the partner's costs for the service delivery of each applicable career service. Unlike infrastructure cost sharing, other system costs, including "Applicable Career Services" are not limited to the non -personnel costs and should include all costs related to the administration and delivery of those services. AJCC Applicable Career Services SAWC Career Services: $541,376,00 • Eligibility Determination (1) • Outreach, Intake and Orientation (2) • Initial Assessment (3) • Job Search, Placement Assistance, and Career Counseling (4) • Employment Statistics -Labor Market Information (5) • Eligible Provider performance and program Cost Information (6) • Local Performance Information (7) • Supportive Services° Information (8) • Unemployment Compensation (9) • Eligibility Assistance (10) • Follow -Up Services (11) • Comprehensive and Specialized Assessments (12) • Individual Employment Plan Development (13) • Group Counseling (14) • Individual Counseling and Career Planning (15) • Case Management (16) • Short -Term Prevocational Services (17) Training $484,982.00 • Occupational Skills Training (1) • On -the -Jab Training (OJT) (2) • Workplace and cooperative education (3) • Training programs operated by the private sector (4) • Skills upgrading and retraining (5) • Entrepreneurial training (6) • Job -readiness training (7) • Adult Education and Literacy programs (8) • Customized training (9) Employer Services $209,549.20 FOR EXHIBIT 1A Attachment 3-I • Employer needs assessment (1) • Job pasting (2) • Applicant pre-screening (3) • Recruitment assistance (4) • Training assistance (5) • Labor Market Information (6) • Employer information and referral (7) • Rapid Response and Layoff Aversion (8) Total Career Service Cost 1 $1,235„907,20 EXHIBIT 1A d LM r 't n \ 4-1 U yy C ga P q �N 1 �dc d � R ZR �fr4 Q<�g a w'a sN; o U dC' q N 4 N � ` L ' s , s ar a S } c csd E a U t .,c c 2 n aH.E c i Lci A f EXHIBIT 1A A-2017-264 Attachment 5 OFFICE LEASE THIS OFFICE LEASE ("Lease") Is made and entered into by and between CF SANTANA, LLC, a Delavvnre limited liability company ("Lnndlord'0 and the Tenant described IM Jim! of the Basle Lease provisions as orthe Effective Date. BASIC LEASE PROVISIONS I. Tenant: THE CITY OF SANTA ANA, a charter city and municipal corporation. 2. Description of Project; Building; Prowisesi 2.1' Project, As used herein, the "Project" means that certain commercial office building project, with all common areas and appurtenant parking facilities, located at 801 West Civic Drive, Santa Ana, California, and containing the Building, and any other building improvements located on lie parcel of real property on which die 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: 124,165reatablesquare feet ("RSP) 2.4 Premises: A portion of the second (2ns) floor of the Building known as Suite 200, as depicted on Exhibit "A" attached hereto, 2.5 RentableAres al'Premises: 19,121 RSF. 3. Term: 3.1 Target Delivery Date: April 1, 2018. 3,2 Commencement Dote: The Delivery Date, 33 1nDIal Term: Approximately sixty (60) months, commencing on the Commencement Date and ending on the lest day of the calendar month in which the data that Is sixty (60) mondts after the Commencement Data occurs. 3.4 Options to extend the Term: Two (2) options to extend the Tema for an Extension Term of sixty, (60) months, In accordance with Sectloty 12., below and ,Schedule')• I" of Exhibit attached hereto. 4. Base Rent: During the Initial tram, Beat Rent shell be payable at the following rates: Months Monthly Base Rental Rate Base Real ($118SF/mo) ($/)no) 1-12 $2.2000 S42,50620 13-24 $2,2660 $43,781.39 25—'6 $2.3340 $45,094.83 37-49 $2,4040 $46,447.67 49.60 $2-4761 $47,841.10 5. Additional Rent: 51 Tmrxat'sPercentage Sharo: 15,561"h 52 Base Vcar: 2018 6. Security Deposit None 7. permitted Use: General alike use and other lawful incidental uses, consistent with a first class, high-rise commercial office project. R. Parking Number: The whole number closest to the product or (a) the Millibar of RSF contained in the premises and (b) 0,004 (such that It is agreed (list the Parking Number with respect la the Initial Premises is eighty-LWa (82)1. 9. Brokers: Lee & Associates Realty Group Nehhpurt Beach, Inc., rcpn:seming Tenuni, mil Jones Lang LaSalle Brokerage, representing fandlord, i 10. Address for Paymeatsi All payments payable to Landlord under this Louse Shell be sent io Ills fiillowing nddress er to such other dbl tP CNJr Center Dr— My oJ'Sunnb41111 Lame .1- EXHIBIT 1A II. Address for Notices: I I.I To Tenant: address as Landlord may designate, or by wire transfer. Irloy�" k: C(by wire transfer; CF Santana LLC c/o Ocean West Management Services 33351 Collection Center Drive Chicago, IL 60693.0333 Reference: CilyofSanlaAns/Sukt 200 Prier to the t; 2mntencen_1& Ddte: CityorSanw Ana Clerk of the Council 20 Civic Center Plaza, M•30 Santa Ana, CA 92702 Attn; [[ 1 After the Commencement Date: At die Premises: Attn: Deborah Sanchez Bank Name: Bank efAmericaN,A. Bank Address: 100 W. 33rd Street New York, NY too Account Name: CF Santana LLC Acatff: 4451112624 ABA*: 111000012 Reference: City of Santa Ana/Suite200 City of Santa Ana Clerk of Ole Council 20 Civic Center Plaza, M•30 Santa Ano, CA 92702 Attn: [r lJ With a copy to: City Attorney's Office — City of Santa Ana 20 Civic Center Plaza, M•29 Santa Ana, CA 92702 I1.2 To Landlord: CF Santana LLC With a cony to: cfo OW Management Services, lee. 315 W. 9" Street, Selte 905 Zub it Lawler & Del Dues LLP Los Angeles, California 90015 777 South Figueroa, 376' Floor -------AU5;'Te'd Bisoliek----------............ .... _.....---...—Los-M eW, CA 90017------....._. Attn: David B. Lambert, Esq. This Lease shall consist of the foregoing 'Basic Lease Provisions", consisting of ltcang, I through L I above, the "Standard Lease Provisions", consisting of Articles I through 17 which lollow, and Islribits "A" throughL inclusive, all of which are Incorporated herein by this reference, In the event of any contllct between any of the Basic Lease Provisions and any of the Standard Lease Provisions, the Standard Lease Provisions shall cantrol. Any initially eapholized terms wad herein And not otherwise defined shall have the meanings,set forth in the Standard Lease Provisions. 8#1 O'Civie Cener be-00, ofSaala.Ano Lease In EXHIBIT 1A STANDARD LEASE PROVISIONS ARTICLE I — DEFINITIONS 1.1 "Additional Rent" means nil amounts miler than Base Rent f um 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 dcsignnled Person. 1.3 "Alterations" matins any alterations, additions, Improvements, removals or replacements to the Premises (including, without limitation, the Tenant Improvements, if any) or any other portion of the Bonding or Project. 1.4 "Approved Governmental Entitles" means all ofthe State and County agenoies listed in Exhibit " "attached hereto, 1.5 "Rase Rent" means rental amounts that arc payable by Tenant to Landlord pursuant to Section 4.1.1 below. 1.6 "Building Systems" meats the prhnary utility and mechanical systems, Including, without limitation, the primary life safety, electrical, heating, ventilation and all, conditioning ("IiVAC" ), plumbing or sprinkler systems for the Building and/or the Project (and for the avoldmme ofdoubt, It is understood and agreed tint the Building Systems do nod (n include any portions of any such systems and equipment that arc 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; (1) aupplementel or specialty electrical, mechanical, plumbing, healing, ventilation or air conditioning systems, fixtures or equipment; (I!) supplemental or specialty fire, life, safety or security, systems, fixture or equipment; (ill) any video, audio, communications or computer systems, fixtures or equipment (Inohlding cabling)), 1.7 "Casualty" is defined In Section 13.1.1, 1.8 "Casualty Damage" is defined in Section 131.1• 1.9 "Claims" means, collectively, claims, losses, damages, obligations, liabilities, costs and expenses, including, but net limited to, reasonable attorneys' fees slid legal costs. 1.10 "Common Areas" means die lobby, plaza and s1deNAlkaraas, aroessways, Parking Facilities, and tlne area on individual floors in the Building devoted to corridors, rite vestibules, elevators, foyers, lobbies, electric and telephone closets, restrooms, mechanical rooms, janitor's closets, and Other simlla• facilities for the benefit orall tenants and Invitees and shall also mean those areas of die Building devoted to mechanical and service rooms servicing the Building, commences. I.II "Comparable Buildings" mewis comparable Class "A" oftice buildings in Elie Market at Elie time the Extension Tenn 1.12 "Control" or "Cont roll)nge, means possesidou of die direct or indirect power to direct or cause Elie direction of die management Sall policies ofa Person, or ownership of any sort. 1.13 "Damage Notice' is defined In Section 13 11• L I4 "Dehrult Rate" means nil a nand rate of Interest equal to lesser of (a) eighteen percent (13%) par annum or (b) the mnximum contrwct commit allowed by Law. 1.15 "Delivery Condition" means (and the Premises shall be in Delivery Condition) upon Substwidal Completion of the Premises, 1.16 "Delivery Dnlc" means the date on which Landlord tenders to'I•enau delivery of possession of the Premises in die Delivery Condition; pravitiad Uun!rule dote on which the Premises are in Delivery Condition is delayed as result of any Tenant Delays, then for purposes or determining the Commencement Date, Ilia Delivery Date shall be deemed to occur on tlne date that the Premises would have been in Delivery Condition had such Tenant Delays not occurred, as reasonably detenvbied by Landlord. below. I.17 "E1Teclive Date' means Ilia doe upon which this Lease s executed by Landlord, as indicated beneath Landlord's signature block 1•I8 "Encumbrances"means liens,claims, stop notices and violation notices. 1.19 "Environmental I.ou's" means and Includes nil now And hereatler existing statutes, laws, ordinnilen. codes, mgulations, nil", rulings, orders, decrees, directives, policies and reyuiranents by any federal, state or local governmental authority regulating, rulating to, or imposing liability or standards Of Conduct co wails public heuldi and sorely or the environment. 1.20 "Eva lit arDcl'nnIt- is defined in Scetimn 15. l be low, 1.21 "E.xceutice (haler 13224" means Executive Order 13224 signed on September 24, 21101 and entitled '*Blocking Property and prohibiting Transactions with Persons W110 C'omni t.'I'lu•anlcn to Commit, or Support'ferrorism". 1.22 "f•.x7rh•ntimn Dntc" mellim at any particular time, the, date on which tlne Term is scheduled to expire. 101 H eNk Center Dr—Clh• elrSalror.4ua Leave • ' 1 A ' L� EXHIBIT 1A 1.23 "Haider" means the holder or any security instrument, 1,24 "Expressly Restriclid Ilse" means any use for; (a) offices of any division, agency cr bureau of any foreign government or subdivision thereof, (b) offices of any health care protbsslonals or for Ilia provision or any health care services, (a) tiny schools, (d) ally retail or restsuran uses, (a) ally residential use, (1) any communications uses such as broadcasting radio and/or televislon stations, (g) "executive suite" type uses where office suites ado maintained for individual rental, or (h) any occupancy density grealer than die average occupancy, density for office tenants of the Project. 1.25 The "FMRR" of the Premises for a particulnr Extension Term (as defined in Schedule ")-I") or for a particular Leased First Right Space (as defined in fichedule'7.2") for the term of Tenant's lease thereof, Shall be equal to the rent per square foot of Ranlable Area that Landlord has agreed to accept, or if Landlord determines that there has not been a reasonable number of current comparable transactions in die Project, that landlords of die Comparable Buildings have agreed to accept, and sophisticated nonaflilistM lenants of the Project and/or Comparable Buildings have agreed to pay, in currant anns-length, non -equity (i.e., not being offered equity in the building), transactions for comparable space (in taints or condition, floor location, view and floor height) of a comparable size (in terms of square feet of Rentable Area), for a term equal to the Extension Term (or the term of Tenant's lease of the applicable Leased First Right Space) and with a commencement dale within six (6) months hero to or after the first day artful Extension Term (or the applicable Offered Space Scheduled Commencement Dote (as defined in Schedule "7-2"1), which rent per square foot shall take into account and make adjustment for the existence, liming and amount of any increases Im rent following tern, con,moil coment in the comparison transactions, and shall at all times take into consideration and make adjustment for olI other material diffhrances in all terms, conditions or factors (appleallie to die transaction in question hereunder or applicable to one or more of die comparison transactions used to octal mine 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 Sallie manner as the same are payable hereunder (e.g., If this Is a nadifhed, 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 aollmoncement of the transacion), (b) dale presence, amount or absence of brokerage commissions in either the subject transaction or the comparison transactions shall be disregarded, (a) any rent abatement or other lhee rent of any type provided )n comparison transactions for the period of the performmce of any tenant improvement work (Le., any "construction period") shall be disregarded, and (d) If any tenant Improvements or allowance provided for in comparable transactions shall be taken Into account, than the value of ally existing improvements In ilia Premises (or the Leased First Right Space) shall also he accounted for In die calculation of the FMRR (provided that if in determining the FMRR for a subject transaction hereunder, it is determined tint free rent or cash allowances (collectively, "Concessions") should be granted, Landlord may, lit Landlord's sale option, elect all or any portion of the following. O to grunt some or all ofthe Concessions to Tenant as free rent or as an improvement allowance, a) - (if) to adjust the monthly installments of die Base Rent payable for die Extension Term, or with respect to the Leased First Right Space, as the case may be, to be an effective rental rate which tales 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 Ter, or die term of Tenant's tease of the Leased First Right Space, as applicable in which case die Concessions so amortized shall not be provided to Tenant), 1,26 "Force Majeure Events" means events described in Section 17.5 below. 1,27 "handle", "dandled", or "Flandling" means; with respect to Hazardous Materials, any installation, handling, generatiml, stornge, treaunent, use, disposal, discharge, release, manufacture, refineme;it, presence, migration, emission, abatement, removal, trnsporld(on, or any other activity of any type in connection with or Involving such Hazardous Materials. 1.28 "l-lazardous Materials" means: (a) any material or substance: (1) that Is defined or that becomes defined as a Phezardous substance", "haznrdous waste," "infectious waste," "chemicnl mixture or substance," or "air pollutant" under Environmental Laws; (11) dint contains petroleum, crude oil or nny fraction thereof; (III) that contains polychlorinated biphenyla Q'CB'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 loxlc, reactive, ignitable or corrosive clhcracterislies, us all such terns are used ill their broadest sense. 1.29 "1Ioldover Rental 129t0" mums an amount equal to one hundred fifty percent (150016) or the greater of (a) Landlord's then published asking reoml rate a;, (b) die Base Rent and Additional Rent payable by Tenant to Landlord during tie last month of ilia Term orlhis Lease. 1,30 "Initial Promises" means the premises describer) in Ltem 2.3 Of the Basic Lease Provisions, 1.31 "initial Term" means the period (which shall commence oil the Commencement Date) that is described in heal 3.3 of the Basic Lease Provisions; provided that if Ilia Commencement Dale shall occur on a day other than the first day of any calender month, for purposes or calculating the date an which (lie Initial 'Penn is scheduled to expire (I,e„ the Expiration Date for the Initial Tech) slid the timing oron scheduled incivoses In Base Rent dur)ng the Initial Term (but not for any other purpose), the Commencement Date sl4l be deemed to be the first day orthe calendar month following the Commencement Date. 1.32 "Institutional Owner Practices" meats the practices of the majority of the Institutional owners or Institutional grade first-class o lllre projects in Omnge County. Cnlifernia. 1.33 "Intemst Rute" means an annual rate orlateres. equal to the Referencu Rate plus two percent (2eG,). 1.34 "Landlord Default" is defined in Section 16.1 below. 1.35 -Landlord Parties" means, uoll=0vcly, Landlord, Oceon %Vest Capital Partners, LLC, Fortress Investment Group, LLC, and the Property Malinger, and each of their AfflIIatos and all of their respeoli ve partners. members, aIT] cars. managers. dImc10ta, trustees, employees, retirees, beneliclaries, cmhh,ecturs (including internal Investment contractor), agents. advisors, mortgagees nod ground lessors, ugents, successors and assigns. TV lV Clvfr Center Dr— Ofy of Snnun Ann Uwe -2- EXHIBIT 1A L36 "Landlord's Addittunal Insureds" mean, collectively, Landlord, Ocean West Capital Partners, LLC, Fortress Investment Group, LLC, and the Property Manager, and each i i•ficir respective agents, benenoiaries, partners, employees, and any Holder (defined below)pr any Security Instrument (defined below) designated by Landlord as additional insureds. 1.37 "Landlord's Lease Uodertalclilt means each and all of the representations, Warranties, covenants, undertakings, and ngreements contained in file Leose Documents [lint is or one to be provided orperfirmed by Landlord. 1.38 "Laws" means, collectively, all Jews, ordinances, building codes, tales, regulations, orders and directives of any governmental authority having Judadiction (including, without limitation, any certificate of occupancy), 1.39 "Lease Documents" means this tense together with ali exhibits, riders or addenda attached hereto, and all amendments thereto. 1.40 "Leasehold Improvements" means all leasehold improvements existing in (tie Premises as orthe Effective Date, the Tenmrt Improvements, and any additional Alterations, 1.41 ' "Market"means the Santa Ana Civic Cali torsubril 1. 1.42 "Money Laundering Act" means the International Money Laundering Abatement and Pinoncial Anti -Terrorism Act of 2001 or (lie regulaUclas or orders promulgated thereunder, as the same may be amended from time to time. 1.43"Notified Porty"meanseachHolder ofwhich Tenant has received notice. 1.44 "OFAC" means Ilia Office of Foreign Asset Control of the Department of the Treasury, 1.45 "Original Tenant" means the Person identified as the "Tenant" in Pem lI of the Basin Lease Information. 1.46 "Parldng racflydos" mein sibe Preject's parking fact Mlles from time tot! me serving the Building. 1.47 "Parldng Pecs" 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 mid repaint: (a) are of a type and extent which are custormu'ily, 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 (a) will not affect the Building's slructure, to provision of services to other Project tenants, or any Building Systems, 1.30 "Person" means an individual, general or limited partnership, limited liability partnership or company, corporation, trust, estate, and estate invesnnent trust association or any other entity. 1.51 'Tremisas" 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 die 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. 1.34 "Proposed Tra nsferf3pace" means, wide respect to any proposed Transfer, die portion of dm Premises subject to such proposed TmnsFbr, 1.55 "Reforance Rate" means the "prince rate" or "reference rate" announced from time to time by Bank of America, N.T. & S.A. (or such reasonable computable national banking Institution as is selected by Landlord in the event Bank of Amerioo, N.T. & S,A. ceases to publish a prime rate or reremlea rate). 1.56 "Rent" Is defined in Section 4.4.1 below. 1.57 "Rent Delinquency" mcnns slid shall occur upon any dailum of Landlord to receive any payment of Rent on or before the dato thin is five (5) days after the date such payment of Rent is due. 1.59 "Reserved Porldng Passes" means parking privileges to be used for parking on if rest come first served basis in "resmved paging areas" in the Parking Facilities, as designated by Landlord, at, at Facilities, fire election of Landlord, in reserved parking apneas located in the Parking 1,59 "Restoration" is defiled ill Secdon131.1. 1.60 "Review Fspcuses" mcnns all ravicw find processing lees, and costs, as well us any reasonable professiunul, attorneys', accountants', engineers' or other consultants' roes incm•rcd by I.nndlunl relating to Oily request by Tenant liar landlord's consent including, but not. thrilled to, ally requital. for consent to it proposed Trunefcr, 9#1O'Chle Cenrur Dr—C10- ofSanrn.lno Lease " .3. EXHIBIT 1A 1.61 "liuIas and Regulations" means the rules and regulations attached herein as Exhibit •'D„ (which are hereby Incorpora (ad herein and anado a part hereoQ and any reasonable and non-discriminatory amendments, modifications and/or Additions thereto As may hereafter bend opted and pubilshad by written notice to ten bills by Landlord for ilia safely, care, seeurlty, good order and/or cleanliness of the Premises and/or lie Project. 1.62 "Security Deposit" means a cash security deposit In ilia amount specified in I (am 6 of the Basic Lease Provisions, 1.63 "Security Instruments", means, collectively, (a) all present and future ground leases and master losses of At or any part of this Project, Building or Premises; (b) present null Nmre mortgages and deeds of trust encumbering all or any part of the Project, Building or Premises; (a) all post and fitture advances made under any such Mortgages or deeds oftrust; and (d) all renewals, modifications, replacements and extensions of any such ground leases, master leases, mortgages and deeds of treat, which now or hereafter constitute a lisp upon or affect the Project, Building or Premises. 1,64 "Substanthd Completion" (and "Subs(antially Complete") Is dofimll In die Work Letter. 1.65 "Ifaldng" is defined 1n Section 13.2. 1.66 "Taking Date" is defined in Section 13.2. 1.67 'Target Delivery Date" means the date specified in Item 11 orthe 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 trarefoned) in accordance with the provisions of Articic I I of this Lease. 1.69 "ran ant Delays" Is do filled 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 "reliant Parties" means collectively, Tenant, Its subtenants, assignees or other Transferees, and their respective contractors, clients, of floors, directors, employees, agents, and invitees (ench of which shall be a "Tenant )?arty,". 1.72 'Tcnan Ns Hazardous Materials" means any Hazardous Materials that become present in, on, under or about the Project as a result orany act cr omission of Tenant or any other Tenant Party. 1,73 "Tenant's Personal Property" means all of Tenant's (and the other Tenant Parties') office furniture, business and personal trade fixtures, machinery and equipment, furniture and furniture systems, movable partitions, telecommunications equipment, data cabling and other items of personal property;--- 1.74 "Tarm" means andahall rater to ilia Initial Term as it may be extended pursuantto Schedule 9-I"of Exhibit "I'l attached hereto and/orpursuanl 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 die Premises, (b) an assignment of the Lease, (c) any other agreement or armngamenb (1) that permits a tliird party (other than Tenant's employees and occasional guests) to occupy or use any portion of the Premises or (it) 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 Ora Controlling interest in 'reliant, 1.76 `Transfer Notice" means a written notice that: (a) Identifies a proposed Transferee by its name and address; (b) describes to applicable Proposed Transfer Space; (a) includes current financial statements of tie proposed Transferee certified by an officer, partner or owner thereof; (d) describes to nature orsuch Transferee's business and proposed use of the Proposed Transfer Space; (a) the proposed effective date of the proposed Transfer; unit (1) all of the principal terns of the proposed Transfer. 1.77 "Transfer Pr allis" means, with respect to any particular month and any particular Transfer, ail amount equal to: (a) all real, additional rent orother consideration payable by Gran behalrof such Transferee during or with respectvo such month in connection will) die Transfer minus (b) ilia sum ol': (i) the Base Rent and Additional Rent payable by'I'ennnf tinder Sadtiong 4.2 and 4..1 of this Lease during ar with respect to the same month and (it) all out orpockot costs reasonably incurred by Tenant In connection with such Tmnsfa, (such as brokerage commissions GROW improvement allowances), amortized on a straight line basis over tie ten,, orsuch Transfer. 1,78 `Transferee" means any Person to wham a Trunsfer is made, 1.79 "Unri served Parking Passes" means parking privileges to be used for parking on a first come lirst served basis In the Areas of ilia Plinking rnciiifics designated by Landlord theral'or. 1.80 '*Work Letter" means the Tenant Work Leiter (iruny) Attached hereto as Exhibit "C". 'farms in initial capitals that ore not defined in Article I sholl have the meanings given to thaw elsewhere in this Lease. ARTICLE 2—I EASE OF EREMISRS: COMMON AREAS: PARKING: SIGNS 2.1 Lease off"'Lmiscs• Acecssk Oulot Eilloyment. 68t it Civic Center Dr —('ion nfS'nnhr drm Lena .4- L 1 I EXHIBIT 1A 2.1.1 Lund lord hereby leases (Ile Premises to Tenant, and Tonsil hereby leases the Promises from Landlord, upon all of die terms, covenants end conditions contained in tills Lease. Tenant acknowledges [lint Lmtdloid tins not made any representation or warranty with respect to the condition of the Premises, the Building or die Project with respect to the suitability or fitness of any of the some for ilia conduct of Tenant's Permitted Use, its business or for any other purpose. Landlord does not represent and Tenon does not rely upon any specific type or number of tenants occupying any space in die Building ondlor the Project during the Term of this Lease. Acceptance oFpossession of the Premises by Tenant shall be conclusive evidence as against Tenant that Ilse Promises are Ilion in tenantable and good condition. 2.1.2 Landlord and Tenant hereby agree that Ilia number of RSF (also referred to as the "Rentable Area") contained: (a) within the Building Is as set forth In Iternt 29 of the Basic Lease Provisions mid (b) within the Premises is as set forth in Item 21 orthe Basle Lease Provisions, 2.1.3 Subject to Landlord's access control programs and the Rules and Regulations, Tenant and its employees and inviteos shall lie entitled to access the Premises seven (7) days per week, twenty-four (24) hours perday. 2.1.4 Subject to all of the terms and conditions contained in this Lease and provided that Tenant performs all of Its obligations hereunder, Tenant shall hove and peaceably enjoy the Premises during the Term of (his Lease from and against all Persons holding an Interest in the Project from and through Landlord, 2,2 No Relocation of Premises• Right or First UfP r, 21.1 fi�(ZgJ,ncatia n. Landlord shall have no right to relocate any portion of Ilia Premises located on die second (2"u) floor of ilia Building. Any relocation rights with respect to any portions of the Premises located oil any other floor of the Building will be specifically negotiated in connection with Tenant's lease of oily such space. 2.2.2 Rfeht of FL•st 0firer, Tenant sholl have a one-time Right of First Offer (defined below) with respect to the First Right Space(darned below) subject to and In accordance with the terms and conditions or Schedule 111-2" oFLxh ibit'2' ottached hereto, 2.3 Common Areas• PardCli . 2.3,1 Common Ar•eaa, In connection whh its lease of the Premises, Tenant shall have the nun -exclusive right to use the Common Areas together with other Persons, The Common Areas shall be subject to rite exclusive management and control of Landlord, end Tenant shall comply with all Rules and Regulations pertaining to use of the Common Arens, Landlord shall have the right from tmc to time to designnta, relocate and Ilmh the use of particular areas or portions of the Common Areas. Landlord shall also have the right to close all or any portion of t,a Common Areas as may, in the sole discretion of Landlord, be necessary to prevent a dedication thereof or file accrual orally rights in any Person. 23,2 Rititial art [Use of Parkine Pnsses•Visitor parking, (a) Commencing on tine Commencement Dole and continuing through die Term, Tenant shall rent fir art Landlord and Landlord shut] provide a number OfUmoserved Parking Passes equal to die Parking Number specified in J[Leaa of t],e Basic Lease Provisions. Parking Fees shall be payable with respect to Parking Passes rented by Tenant at the rates provided in Section 411 1 below (which shall be subject to abatement in accordance with Section 4 3 2 below). The Parking Posses arc with respect to, subject to the provisions of this Lease, use of the Parking Facilities. Ilia Parking Posses 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 n•onsferred, assigned, subleased or otherwise alienated by Tenant to omy other type of transferee without Landlord's prior approval. (b) The specific locations within the Parking Futilities in which die Unrose"ed Paii:ing Passes may be used shall be specified by land may, from time to time, be relocated by Landlord in Its sate discretion. In addition, it is expressly understood and agreed that Landlord shall have the right to implement, administer and ert a parking management program, with respect to die Parking Facilities generally, widi respect to use of one or more types or Parking Passes in particular, and/or with respect to the use of Ilia Parking Pusses rented by one or more specific tenant or tenants (including Tenant), with parking management plan may include, without [initiation, oily or more orthe following,,ensure or features: oversell nrparking Passes; expansion of the Parking Facilities to include additional parking lots or structures within a reasonable distance front the Building; reservation ofspecirc portions of the Parking Facilities for parking by one or more speciro Building tenants (including Tenant) and/or for one or more Building tenants' business visitors; Implementation urvolet or assisted parking prngrnans or messur•es; eramloo and allocation of tandem parking spaces to speciFlc Building tenants; designation of visitor parking rates: and allocution orvalldi lion privteges to one or more Building tenants. It is specifically understood and agreed [hot if Landlord Implantation one or more such measures our features that are: (1) generally applicable to the Parking Facilities, the costs Incurred to Implement, administer and enforce such mcusums shall be included in Operating Costs or (11) that arc specific to Tenant, the costs incurred to Implement, administer and enferweamch measures shall be reimbursed by Tenant. (a) Visitor Parking, (I). Tenant's bus(ncss visitors may park in file Parking Facilities, or in die applicable portions thereof designated by Landlord, on a flrst come, rest served basis, upon payment ol'the prevailing fee I'or purling charged to visitors lu the Project. Tenant skull have the right in purchase from landlord, at Landlord's then prevailing etc, Project Parking Vulidulinns (delined below), to be used only by Tenant'a Business Customers (defined below) fe• parking In the Parking FadlNes without charge. "Project Parking Validations" means validations. in such form as Landlord, in its sole but good faith discretion, shall othhr tram time to time. permitting persons using such validations to Park In the Puking Facilities for specified periods ortina without charge (f.c., to 30-ntnuta validation would penult parking without ehargo In the Parking Facilities Ibr a perfod up to 30 minutes), "Tenet's Business Custoares" means Pemana tint visit the 14onfses Ins true specire purpose of conducting business at (be Pre ekes (mill Ibr the avoidance oftlotdh6 shall not include any employees et"tenant or any writs Traasfuracs who havo olliuos (till oil exclusive ursharcd basis) nt the Peaullses). Rol fVCAva Center Or—C6p a/'Smrm.lnu Lease .g- EXHIBIT 1A (if) Notwithstanding the foregoing, each calendar month during the Term, Landlord shell provide to Tenant, without charge; (A) u number orShort TArm Project Parking Validations (defined below) equal to the product of twenty (20) and the number of days iu inch calendar month (during the Term) and (B) a number or Long Term Project parking Validations (defined below) equal to the product of sixty (00) and ilia number OF days in such calendar month (during Ole Term), in each case to be used only by Tenant's Business Customers for parking In Vie Parking Facilities without charge; provided that Landlord shall huve 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 ordle third (3ra) full calendar month of the Initial 'rem, and thereafter, upon expiraion of each subsequent three (3) calendar month period; provided further that: (a) Landlord shall not, at any time during the Term, be required under this Station 3.Z(clfiil to provide a number or Project Putting Validations in any calendar month in excess of a numberequnl to the product of elghly (90) and Ilia number of days In such calendar month (during the Tenn) and (y) any Project Parking'Volidations provided by Landlord with respect to any particular calendar monhh that are not used during such calendar month shall, at the election of Landlord, either: (I) become null slid void (and be returned to Landlord) or (2) be credited against Landlord's obligations to provide Project Parking Validations under this Section 2,12( lit for subsequent calendar months, No Project Parking Validations provided by Landlord to Tenant under this Section 2.3.2(c)(11) shall be used to accommodate parking, without charge, by any particular Tenant's Business Customer(s), for a period in excess orthree (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 Faclildes for up to thirty (30) minutes without charge. "Long Term Project Parking Validations" means Project Parking Validations permitting Persons using such Project Parking Validations to park In the Parking Facilities for up to three (3) hours without charge. 2.4,1 Except to the extent expressly provided in this Section 2 , Tenant shall not: (a) place or Install (or allow or permit to be placed or Installed by mry Tenant Party) any signs, advertisements, logos, Identifying materials, pictures or names orany type on the roof, exterior areas or Common Areas of the Building or the Project or In any area of lbe Building, Premises or Project which is visible from the exterior of the Building or outside of Ilia 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 ooverings) or any other material visible from outside of the Promises or from [lie exterior of Ilia Building, Tenant shall not, without die prior written consent of Landlord, use the name of the Building and/or die Project, or any pictures or Illustrations orthe 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 ors Landlord shall apply from time to time, and subject to receipt of Landlord's prior written consent: (a) in die case where Tenant occupies an endhe near In the Building, Tenant may plucc in Any portion of such Boor which Is not visible form the exterior of the Building such identification signage As Tenant shall desire mid (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 or the multi -tenant corridor on such Boar as is called %Io'r by Landlord's signage program (as Via same may exist from lime 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 ilia ground floor lobby of ilia Building (Landlord shall bear the initial cost of such directory signage and die cost of updated any such directory signage no more than one in any month); and (d)Tenant may place in anyportion of the inside of die Premises not visible from the exterior of the Building or Rom outside of the Premises such identification. signage an Tenant shall desire. All signage described In this Section 2.4.2 (other than the directory sign Age described In clause (e) above) shall be treated as Tenant's personal property under the provisions of Section 10.5 with respect to Tenant's obligation at the expimtien or early termination of this Lease. 2.4.3 ,Eyebrow Sian. In connection with Tenant's lease artful Premises, subject to all of die tern.%and conditions or Exhibit ' Attached hereto, during the Term, Tenant shall have the right to install and display at die Project the Eyebrow Sign (defined in Exhib t °t ° " Attached hereto) in the locution described in Exhibit "K". attached hereto. ARTICLE 3— DELIVERY; COMAIENMMENT� TERiyh SURRENDER: HOLDING OVER 3•I Delivffln,. Landlord shall endeavor to tender to Tenanl delivery of possession of the Premises in the Delivery Condition prior to Vie Target Delivery Date; provided, that it file 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 I.andlonl shall not be Iluble to Tenant for Any loss or damage resulting therefrom; provided further that Landlord shall use commercially reosonnble efforts to lender to Tenant delivery of possession of Vie Promises in the Delivery Condition as soon as reasonably possibly after, (fie Target Delivery Date. 3.2 Commencement: Term, 3.2.1 The Term shall commence on the Commencement Date as defined in Item 3.2 of the Basic Lease Provisians, and shnil continue through the period specified in heal 3.3 of the Basic Lame Provisions unless terminated earlier In accordance with the provisions hhreaf or extended pursuant to die written agreement of Landlord and 'Tenant or as provided in S.rg4.(IP.O-aaa below, provided, however, that it the Commencement Date shall occur on o day other than tie first day of tiny calendm' month, for purposes of calculafing Ore Expiration Date and the timing of All scheduled Increases in Base Rent during lie Initial "Perm (but nut lbrany otherpurpose), the Commencement Data shall be dawned to be the first dayofthe calendar month following the Commencement Date. A( Any time during Ole Lease Term, Landlord may deliver to Tenant it notice in Vic farm as set in ExIlIbit ••B" attached herein, which Tenant shall execute And return to Landlord within rive (5) business clays of receipt thereof. 3.2.2 )slenslon Option. 'tenant shell have wo (2) options to extend the Train, each I'or an Extension Tern (defined below) of sixty (60) mouths (rive (5) years) subject to and in Accordance hrith the terms and conditions orSchcdule. "YI"of ExNlift " ", attached hereui. 3.3 Surrender: bottling Over, 3.3.1 Except as provided in this Suction 3.3 And in Section 7.3 below, upon expiration or earlier termination of this Lease. Tenet shall vacate 11nd surrondur the Premises to Landlord in the same condition as when received at the inception ol'dhis [.ease and as thereafter �.101 li'Chrie Confer Dr —Cie, q/Saw aAun tease .o- 1 A toe ' EXHIBIT 1A Improved by Tenant, subject to ordinary wear and tear, For the ainIdon as of doubt, it is understood and agreed that, prior to the date upon which the Premises Is surrendered by Tenant under this SecUon 111 Tenant slinil be required to remove Grant the Premises all of the Tenant's Personal Properly and all Leasehold Improvements designated for removal by Landlord In accordance with Section 10,5 below (and all de itngc 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 orthe Tent) (with respect to applicable portion of the Premises), and such failure continues for five (5) days fallowing Landlord's delivery or 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: (1) store the same at Tenant's expense, ((i) appropriate the saute for itself, and/or (ill) sell or otherwise dispose of the some in its sole discretion, with no linblijty to Tenant, In which case, Tenant shall mimburse Landlord for all costs incurred by Landlord In connection with nay 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 Sec' below and/or to repair oil damage caused by ifs removal crony such Leasehold improvements (mid/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 sonic from die Premises (or the applicable portion thereof) and/or to repair such damage at Tenant's expense, in which case, Tenant Shall reimburse Landlord for all costs incurred by Landlord in connection therewith, plus a ton percent (10°A) administration tee lhotnon, upon demand, This Section 3.3.2 Shall Survive ilia expiration or any caviler, termination of the Term of this Lease. 3.3.3 If Tenant rails to surrender the Premises (or any portion thereof) In accordance with this Lease (including, without Ululation, Section 3.3.1 above), or otherwise holds possession of the Premises (or any portion thereof) after the expiration or tarmhnntion of the Term, Tenant shall become a tenant at suffeamiace upon all of the terms contained herein, except as to tern and Base Rent, During such holdover period, Tenant shall pay to Landlord a monthly Base Rent in an amount equal to die HotdoverRental hate. 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 not any receptmu o by Landlord of any Rent after any such expiration or earlier termination shall be deemed a consent to any holdover hereunder or result Ina renewal of this Lease or an extension of the Tenn, 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 may and all Cloinis (Including, without limitation, for lost profits end 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 ilia Premises in accordance with die provisions of this Lena on the expiration or earlier termination of this Lease. ARTICLE 4 —UME AND QTIJ CR CRARC ES 4.E Dose Ron . Tenant agrees to pay during die Initial Tenn of this Lease as Base Rent for die Premises, the sums shown for the perlods shown in jtai 4 of ilia Busio Lease Provisions. Except as expressly provided otherwise herein, Base Rent shall be payable In equal consecutive mondily installments, in advance, commencing on the Commencement Date and continuing on die tenth (10) day of each calendar month thereafter, provided that die Ilrst full monthly Installment of Base Rent, described In ((Sin 4 of the Basic Lease Provisions, shall be.payabio upon Tenant's execution or this Lease. Landlord will cooperate with Tenant to accommodate payment of Rent (or certain types of Rent) via ACH payments. 4.2 Tpnnant's Percen Wee Share, Subject to the provisions of this Lease and in accordance with Exhibit „E", munched hereto, in addition to paying Base Rent, with respect to each Expense Year (defined in Exhibit "T Tenant shall also pay: (a) Tenant's Percentage Share (daFlned In Exhi ' 'for Excess Operating Expenses (defined in Exhibit'T' and (b)Tenant's Percentage Shore of Excess Property Tbxcs (defined In Exhibit"E"). 413 Parkin Fees, 43.1 Subject to Section 43.2 below, on the first day of each calendar month during the Term, Tenant shall pay to Land (or at the request of Landlord, to Izidlord's designated parking operator) Landlord's (lien prevailing charge (the "Pa riding Fees") for all Parking Passes rented by Tenant for such calendar rponth. Such Parking Tate shall be iti addition to all taxes, assessments or other impositions imposed by auy governmental entity in cmnrection with Tenant's use of such parkjng Posses, which taxes, assessments or other impositions shall be paid by T'ennnt, or if required to be paid by Landlord, shall be reimbursed to Landlord (or at the request of Landlord, to Landlord's designated parking operator) by Tenant concurrently with ilia paymcut o rdia Parking Fees described above 4.3.2 The Parking Pees payable with respect to the first eighty-four (84) Parking Passes routed by Tenant during the Initial Tenn (arid the chm•ges for all Short 'fern project Parking Validntons and Long Term Project Parking Validations provided by Landlord to T'eoent (pursuant to Sectiar 2.'(91(11) above) dating ilia Initial Terri) are Included in the Base Rent payable by Tenant with respect to the Premises during the Initial Tenn, 4.3.3 The Parking fees payable with respect to all Parking Passes rallied by Tenant during an Extension Term (and the chnr6iis t'or all Short Term Prujeut Purking Validndons and Long Tenn Project Parking Validations provided by Landlord to 'tenant (pursuant to Section 2 3(c)(0) above) during an Extension Term) shalt be determined In connection with the FMRR (and Extension Term Buse Rent) for die Preajses for such Extension Tenn. and Shell be added to (and included hQ the Bxtensjon Term Base Ron(. 4'1 Pnvmen,L (Ren , 4A.1 Can •l Buse (tent, till forms of Additional Rent payable hereunder by Ta art end all other unmaoiW, lees, paymeuls or charges payable hervinidor by Ten:uu shall arch; (a) coualiunc rent paynb'le hereunder (somclimes collectively be whipped to hm•ein as 'Rant"), (h) ire payable n) Landlord when (lac ivhhout any prior notice or demund Ilreref'or in lawful money orthe United States and, except as may be expressly provided to ilia anna'ary in LhIS Lease, without may nbnlcmcnt, ofhet or deduction whatsoever, and (a) be payable in I.andlotl et (he address of Lardlurd described in I tent 10 of the Boalc Lease Provisions or to such other Person or pinue as Land lur l ilia), !'ruin time ro lino cis signnte 801 W avic fearer Ili•-Ci0• ofsalso"Ana Lunn I. EXHIBIT 1A in writing to Tenant. Any amount of Rent that is payable on a monthly basis and that Is payable respect to a partial month, &lint[be prorated based on the number of days In such month. No payment by Tenant or receipt or acceptance by Land[ord of a lessor amount than the correct Rent due liertundershall be deenned to be other than a payment on accountoflhe earliest installment of Rent then due; norshall any endcrsenent or statement Oil any check or any letter accompanying any check or payment as Rent be deemed to effect or evidence nil 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 low 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, A1111CLE 5 —TENANT'S TAXES Tenant shall reimburse Landlord upon demand for any mid all taxes, impositions or similar fees or charges payable by or Imposed or assessed upon Landlord upon or with respect to: (a) oily Tenant's Personal Property located In or about the Premises; (b) any Leasehold Iniproyements made In or to the Promises by or for Tenant (without regard to ownership ofsuch improvements) Hand to the extant 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; Cc) 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 orally portion of lilt Prendses; c r (e) this transaction or any document to which Tenmtt is a petty creating or trmtofen'ing an interest or an estate in the Premises, ARTICLE G—IINTENTION LL,LV OMITTED? ARTICLE 7-I15E OR PREMISES 7.1 Tenant's Permitted Use, Tenant shall use the Premises only for Tenant's Permitted Use set forth In hem 7 of the Basic Lease Provisions end shall not use or permit the Premises to be used for any otherpurpose, Tenant shall, of its sole cost and expense, obtain and maintain in Pall furcc and eflioct ail governmental licenses, approvals and permits required for Tenant's Permitted Use, In no case shall Tenant use or suffer or permit the use a rally portion of die Premises for any Expressly Restr[ctad Use. 7.2 Compliance With Law and Othor Requirements. 7.2.1 Subject to Section 7.2.2 below, Landlord shall cause the Common Area and die Base Building to comply with all Lows, if and when any such action is required by any governmental authority mid/or if and to the extent that any fall lure of any portion of the Common Areas a dre Base Building to comply with any applicable Laws would, (a) prohibit Tenant Flom entering into a sublease to any Approved Corny Entity of Approved State Entity (as such terms ore donned below) in accordance with Section 1112 below; (b) unreasonably pnd materially a[feet tha safety of Tenant's employees or the operation of Tenant's business; or (c) would create a material and aign Iftcant health hazard for occupants of the Premises. 7.2.2 Tenant shall timely take nil actions required comply in nil respects with (and shall cause cacti of its employees and occupants to lake all actions required comply in till respects with) and cause life Premises to comply with: (a) all Las, now or in die future applicable to the Premises End Tenant's use Cheroot`(including, without limitation, any Law requiring any Corn of Improvement or alteration to the Building); (b) doe 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 Arens or the Base Building (defined below) are required under any applicable Laws as a result of Tenant's use or file Premises or any of Tenant's Leasehold Improvements, then at the election or Landlord: (i) Tenant shall be responsible for performing such modifications or alterations, at its expense or(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 mod[ liantions or alterations. 7.2.3 Teumnt shall not use the Premises, or permit the Premises to be used, in any Enamor, or do or suffer any net in or about the Promises which:. (A) violates of conflicts will ally applicable Low, any at' the Rules and Regulations or any covenants, conditions and restrictions applicable to. the Project; (B) causes or is reasonably likely to cause dmuage to die Project, the Premises or the Building Systems; (C) violates a requirement or condition orally policy of Insurance covering the Project and/or the Promises, or increases the cost of such policy; (D) constitutes or Is reasonably likely to constitute a Indenter, annoyance or inconvenience to Other tenants nr occupants of the Project or its equipment, fiollities or systems or (E) Interferes with, or is reasonably likely to interfere with, the transmission or reception of microwave, television, radio, wlephone, or other communication signals by ontennne or other facilities located in the Projeci, Withoutiimiting the generality orthe foregoing, should any federal,state or local governmental agency having jurisdiction with respect to Cie cstnhlishmenl, regulation or cnforcomcit of oceuinnuc aal, health or safety standards for employers, employees or knouts Impose on Lundlorci or on Tenant at any time now or in the future any requirement or Law relating In tiny manner to the Premises or occupancy thereof, Tenant shall, at its sole cost and expense, comply promptly (or all Landlord's election, bear the cost ol'such compliance as ell'euted by Laodlerd) with such requirement or Low, 'tenant shall indemnify, defend and hold harmless Landlord rrom and against any And nil Claims arising out ofor relating to tiny Failure or1'cnmit to perform any of Its obligations under this Sec a 7.2, Landlord shalt Trot enforce the Rules and Ilegulatlons In a discrimitul n y manncr; provided that Landlord shall not be liable to 901 a'CLda' Cv,nrr Or—C'Ip-ofSrmm; Ina Lenre .g EXHIBIT 1A 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 IinzArd,pos Materials. No Hazardous Materials shall be Handled upon, About, in, above or beneath the Premises or any portion of the Project by or on beholf offonant or any other Tenant Partial. Notwithstanding the foregoing, normal quantities of those Hazardous Materials custeamrily used In the conduct orgeneral ad nhil trutive and executive offca activities (e.g„ copier fluids and cleaning supplies) may be used and stored At the Prenilses 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 I'lazardaus Materials, notwithstanding any less stringent standards or remediation allowable under applicable Environmental Laws and (b) shall Indemnify, defend and hold harmless Landlord f)'om and against any and all Claims Arising out of or relating to any Handling by or on behalf of Tenant or any Tenont Party of city 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 ilia Project, ARTICLES • 11TILITIM AND SERVICES 8.1 Bpildinu Eet'wleea. Provided that no Event of DeNull exists, subject to the terms, conditions and standards set forth ill this Lease, Landlord shall furnish or cansc to be famished, as part of Operating Expenses to die Premises, the utilitles and services described in Exhibit " F" attached hereto. 3,2 1Alarm lition of Services. Landlord shall not be liable for any failure to famish, 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 Leaseor constitute or be construed as a constructive cr other evletlon of Tenont. ARTICLE 9 - MAINTENANCE AND RNEA,d]2 9.1 Landlord shall endeavor to keep the Common Areas of due Building and tine Project fit a clean and neat condition. Subject to Section 9 below: (a) Landlord shall make all necessary repairs, within a reasonable period following moelpt of notice of lilt need therefor• from Tenant, to the exterior walls, exterior doors and windows of the Building, and to public corridors and other public areas or tine Pmjecl not constituting a potion or any tenants' Premises and (b) shall use rental reasonable efforts to keep all Building Systems used by Tenant In common whit other tenants in matacnable condition and repair, reasonable wear and tear excepted. Except as provided in Section 13.1 theta shall be no abatement of Rent, nor shall there be ally liability of Landlord arising fiom the making of� or failure to make, any maintemnce or repels, Alienations 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 tine right to terminate this Lense under Section 1932(1) of the C'alifontia Civil Code and under all other similar laws, statutes or ordinances now or hereafter In effect, 9.2 Terl Oblizatimrs. During the Tern arthis Lease, Tenant shall, At its sole cost and expense, mainlsin the Premises in good order and repair and in a safe, clean and neat condition. Tenant shall make all repairs to the Premises not required to be made by Landlord under Section above (including, without limitation, repair or replacement, as applicable, of all damaged and broken fixtures and appurtenances) with replacements orally 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 potion of the Projector ilia Premises caused by: (a) activities ol•Tenant or any Tenant Party in or at the Premises or any other portion of the Project; (b) the performance or existence of any Allerntlons made by or for Tenant or Oily Tenant Party in or to the Premises; (e) the instillation, use, operation or movement ofTenatt's Personal Property fit or about the Building or tie Promises; id) the design, Installation or operation orally Alterations that are not consistent with Building Stsndm'ds (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 Tenon Party. 61lTICLE90•ALTERATIONS 10.1 Landlnrd's Wark. Landlord's sole construction obligation under this Lease is set forth In the Work Letter. Except as expressly provided fit the Work Leiter. Landlord has made no representation or warranty to 'rental( And line no obligation to alter, rnntndel, Improve, renovate, raptor or dacarnte the Promises, the Building, or the Project or any portion thereof'. Tenant ibrther Acknowledges and agrees that no representations respecling the condition of the Promises, the Building or the Project have been made by Landlord to Tenant except As specin tally set forth In this Lease. 10.2 Except for Permitted Altemtiwts, Tenant shall not make ally Alterations (or allow or permit my Alterstions to be made) without 11ivt obtaining the prior written consent arts idlord, which consent shall he requested in writing not less than fi faint (15) business days prior to the scheduled end actual commencement of any work therein. All such Alterations: (a) shall comply with All applicable Laws, (b) shnll he compatible (us determined in good faith by Landlord) "fill the Building and all Building Systems; (c) shall not ialerfae with tic use and occupancy of Oily other potion Of' tile Building or the Project by any other tenants or their Invitees; (d) shall not be visible front the exterior of the Building or Iran any Common Areas: end (a) slall not affect Om integrity of the structural peliluns or the Building. In addition, Landlord may impose its A tradition) to its consent to tiny Alterations, such acldidonni requirements its Landlord In Its sole discretion deems necessary nr desirable (including, without lholtution, a requirement liar Tenant to obtain (or require Its contractor to obtain) n completion And lien indemnity build prior to commencement Or Any Alterations), Within tell (10) days of written demand therefor, Tenant shall: (1) reimburse all coals And expenses incurred by Landlord because o(Temmt's Aiemulms and (ill shall pay Landlord's supervision fee in an amount equal to tan percent (10%) of Ilse rust ol• the Alterations fit question (provided that tin supervision tree shall Ica- payable with respect to Permitted Alta•alions). Tianart mid TanunPA conu•scta•s shall comply wide such cansntnction rules end reguhnions and building standards its Landlord may promulgate 0'om time to Sol •9• EXHIBIT 1A time. Al l direct and indirect costs relating to oily modifi cations, alterations or improvements of the Project or the Build ing, whether autshde or Inside of the Premises, required by any governmental agency or by Lew as a condition or As the result of any Allerotion requested or eticcled by Tenant shall be borne by Tenant, and in connection therewith, Landlord may elect to perfann such modifications, alterations or Improvements (al Tenant's sole cost and expense) or require such performance directly by Teno t, 10.3 Yerformnnec of AIte rn dons %Yet')S, All work relating to all Alterations (other (lion ilia inilinl Tenant Improvements, which will be perronned by Landlord in accordance with the Work Letter) shall he 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 otter tenants or occupants of the Project), and in compliance with oily plans and specifications therefor that are approved by Landlord, any and all conditions imposed by Landlord thereon, oil applicable Laws, and the requirements of all carriers of insurance on Ilia Premises, Building and Project, the Board of Underwriters, Fire Raling Bureau, or similar organization. Tenant shall not use Any portion of the Common Ames in connection with tie making of any Alterntions, and Tenant shall not modify o• alter oily improvements or componants of the Building ar the Project outside of the Premises. Upon completion of any Alterations (other than Pennitled Alterations), Tenant shall detiverlo the Building management office, within thirty (30) days fofloving completion of the Alterations, a reproducible copy of the "as built" drawings of the Alterations together with a CAD Fla of the "as built° documents of the Alterations (current version ofAutuCad). 10A No Lila as. Tenant shall pay when due all costs for work perform ad and materials supplied to die Promises. 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 far, materials furnished to or obligations incurred by Tenant, and Tenant shell indemnify, defend and hold harmless Landlord, the Premises and the Project of and from any and all Claims arising out of or tainted to any Encumbmnces, Tenant shall satisfy or otherwise discharge all Encumbrances within five (S) business days after Landlord politics Tenant in writing that any such lien, stop notice, elaim or encumbrance has been filed, Tenant shall give Landlord not less than five (S) business days' prior written notice before commencing nny Aherations In or about die Premises to permit Landlord to post appropriate notices ofno -responsibility, 10,5 Rtmovnl Roll• Restwmlion. All Alterations (and the Tenant Improvements) shell become a part of the Premises nod shall become die property of Landlord upon ilia expiration or earlier anirdi ntion 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 oily Leasehold Improvements dint existed fn the Building as of the Effective Date), in which event, prior to the data of expiration or arininadon 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 Ilia property of Tenant (or the applicable Tenant Party), and upon die expiration or earlier termination of this Lease, Tenant shell, at Its sole expense, remove all such items end repair any damage to the Premises or the Project caused by such removal, If Tenant rails to remove any such items or repair such damage promptly after the expindloo 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 story the some at Tenant's expense (and Tenant shall pay Landlord the cost dhcroarupon danhnnd), or appropriate the some for itself, and/or sell the same fit its discretion, wide na liability to Tenunl (or the applicable Tenant Party). ' ARTICLE I I - TRANSR)� RS 11.1 Rasn•ictian: Permitted Subleases. 11.1.1 Restriction. Except as provided in Section 11 11.2 below, Tenant shall not, either involuntn -dy or voluntarily or by operation of law or otherwise, make or permit any Transfer without the prior written coacnt of Landlord in occordance with Section 114 below. Any Tiansfer in violation of the provisions of this Article I I shall be null and void. Notwithstanding anything contained in this ALticla 1 I to the contrary, Tenant expressly covenants and @&roes not to enter into any lease, sublease, license, concession or other agreement for use, oewirnney or utilization or the Premises which provides for rental a• other payment for such use, occupancy or utilization based in whole at, 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, subleusc, license, concession or other agreement shall be absolutely void. 11.1.2 Permitted Subleases, Notwithstanding the foregoing, Tenant may, upon he less than ten (10) business days' prior, written notice, but without the need to obtain the consent of Landlord, sublease space within the Premises to any Approved Governmental Entities. Landlord shall cooperate with T•enan's efforts to consummate any such subleases to oily such Approved Governmental Entitles, including, without Ilmitalion. In connection with any proposed Approved sublease to any Approved Governmental Surly, by using commercially reasonuble efforts to ahmply with the Stale Requirements specified in Exhibit V nRacied hereto. Any sublease permitted without the consent of Landhv'd under this Section 11 12 (n "Permitted Su blase") shall not be subject to any the requirements, restriction or limitations set forth in Section 11 2, Janie 113, 'eti nr . Seotion 11.3, or Seelion 11.6 below 11.2 Notice to lemdlord. If Tenant desires to make a Transfer indoor than a Permined Sublease), then T'ellom shall submit to Landlord; (a) a Proposed Transfer Notice lit least twenty (20) business days (slid not more than ore hundred eighty (1 g0) days) prior to ilia ofiectivc date ar the proposed Transfer, and (b) Four(4) orlglnols of the proposed assignment or sublease or other Transfer document on a II)nit approved by Landlord and Ibm'(4) originals of the Lmhdlord's Cnnserit to Sublease or Assigmmeat end Assumption of Lense nod Consent exactuod by Tannin find the proposed Transferee. If Tenant modifies tiny of the mwerinl terms cull conditions relevant to a proposed Transfer specified in the Tronsf'er Notice, Tenunl shall resubmit such'6ansfer Notice to Landlord fer its culsenL Following delivery are Trinsler Notice, Temmt shall udditionslly provide such other infhnnation or materials with respect to the proposed Trunsi'er and/or Transferee ns Landlord may rensonaoly request, including. without limilutioa. credit rrpm'ts, 6uslnass plans, openning history, hank and chamcler re ferences, 11.3 I,andluld,�' Recnnrut Ri lyty, At tiny lime within twenty (20) business days after Lmhdbid's receipt orall ol'the infnrmatiou And docunteols described in Section j1,2 LLandlord may, ut its option, in Its sole and Absolute discretion, by written notice to Tenant, elect tin: (n) lit Ilse case or proposed sublease, sublease the Premises at the portion thereorproposed to be sublet by Tenant upon the same terms as those offered to the prnposed submnnin; (b) in [lie case of a proposed aasiginnent, take an assignment of this Lease upon the snipe terms as those nlTered to the 90111'01-ie Cearvrpr—Cirp ojSennl; Urn Lenart .la. EXHIBIT 1A proposed assignee; or (c) terminate this Lease in its entirety or as to the portion of the Premises subject to Lhe proposed Transfer, with a proportionate adjustment in the Real payoblehereunder if this Lease is lennineled as to less than ail or Vie Premises. For the avoidance of doubt, ill is Ste IIon 11.3 shall not apply to any Permitted Sublease. 11.4 Landlord's Consent• Standards. 11.4.1 If Landlord does not exercise any orlhe options described in Secalao 11. above, then within twenty (20) business days fo iow)ng its receipt or Transfer Notice (and all of the other Yens described in Section 11,2 above), Landlord shall notify Tennnt whether It will grant or withhold its consent to the proposed Transfer in accordance with Section 11.4 below, Landlord's consent to any proposed Transfer shall not be unreasonably withheld; provided, however, dint In addition to any outer grounds available hereunder or under applicable Law for properly withholding consent to such proposed Transfer, Tenuit acknowledges and agrees (hat it still]) be reasonable for Landlord to withhold Its consent to any proposed Transfer if: (a) in Lundlord's good fallhjudgment: 0) lie proposed Transferee does not have die financial Strength (taking Into account oil of the Transferee's Other actual ar 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), (it) the proposed Transferee is of a character or reputation or engaged In a business which is not consistent with tie quality of the Project or the business and operations of the proposed Transferee are not of comparable quality to ilia business and operations being conducted by direct tenants of Landlord In the Project Or (Ili) tie use of the Premises, the Buildlag 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) incroase security risk, or (D) require any alterations to tie Building or the Project to comply with applicable Laws; (b) the proposed Transferee has the power of eminent domain, is a governmental agency or all agency or subdivision of a foreign government; (a) the proposed Transferee intends to use any part of the Premises for a purpose not permitted under this Lease; (d) either the proposed Transferee, or any person which directly or indirectly controls, is controlled by, or is under common control with tie proposed Transferee (1) occupies space in die 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 (it) is a direct competitor of Landlord; (a) an F,vent orDef ruin then exists; (0 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 or the Project a right to cancel or modify its tense; (g) any ground lessor or mortgagee whose consent to such Transfer is required fails to consent thereto; (h) the terms of ilia proposed Transfer will allow ilia Transferee to exercise a right of renewal, right of expansion, right of fiat offer, or other similar rights held by Tenant (or will allow the Transferee to occupy space leased by Tenant pursuant to any such right); (1) the proposed Transfer would be on economic terns (based upon effective rental rates) more favorable to die Transferee than the economic terms then being accepted by Landlord for comparable direct leasing transactions In the Project; or 0) the proposed Transfer would result in more than (hree subleases per each full floor of the Premises being in effect at any one time during the Term. For tie avoidance of doubt, this Section I Lij, shah not apply to any Permitted Sublease 11.4.2 Notwithstanding anything to the contrary in this Lease, if'fenant or any proposed Transferee claims that Landlord has unreasonably withheld its consent or othe,wiso acted In a manner not permitted under this Article I I then the sole remedy or 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 tie relief sought without any monetary damages or other monetary letter, To the mnxinuun extent pemaitted by Luw, Tenant and caclh proposed Transferee hereby waive any and all other remedies, including, without limitation, any right at law or equity to terminate dais 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 (itictuding,"ivithout battalion, Tenant's proposed Transferee and/orany broker representing Tenant and/or such Transferee in connection with a proposed Transfer) claiming they were damaged by Landlord's wrongful withholding or delnyins of consent In any proposed Transfer• or other breach c this Article . Tenant acknowledges the Tenant's rights under this Article I I satisfy the conditions set forth In Section 1451A often California Civil Cede with respect to die availability to Landlord ofcerul remedies for a default by Tenant under this Lease, 115 T �t� nnsfer Proats, Subject to the provisions of this Art! ole 11 If Landlord consents to any Transfer (other than a Permitted Sublease), Tenant shall pay to Landlod fifty percent (50%) of any Transfer Profits. Tenant shut] provide Landlord with a detailed statement setting forth the calculation orally Transfer Profits that Tenant either has or will derive train a Transfer. Landlord or its mprascntative shall have (lie right at all reasonable times to audit tie books and records of Tenant with respect to the calculation or Thaasfer Profits, I F sucb Inspection sewea)s art underpayment by Tenant of Transfer Profits, Tenant shall pay to Landlord the deficiency and the cost of Landlord's audit within ten (1O) business days alllrits receipt oftheresults ofSuch audit. For the avoidance ordoubt,this Section It.SShall not apply toany Permitted Sublease 1 L6 Landlord's Costs, With respect to each Transfer (other than a Permitted Sublease) proposed In be consummatotl 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 alter writtan request by Landlord, reimburse all of Landlord's Review Expenses relating to such proposed Transfer. For ilia avoidance of doubt, this Section. 11.4 shall not apply to rely Permitted Sublease 11.7 Cortinuina Liability of Terrnnt. Notwithstanding the consummation or attempted consummation of any Transfer under this Aimicie I I (including. but not limited to, any assignment ofthis Lease), Tenant shall remain as fully and primarily liable for the payment of Rent and for the performance oral! Other obligations orthe "Tenant" contained Ili this Lease to lire some extent us trills Transfer hot( not occurred, Any not or omission ormhy Tumill'crce that violates the terms ofthis Lease shall be deemed a detndl by Tehanl tinder this Lease, and following expiration ofthis applicable notice and cure period, shall be deemed an Event of Dernult, in which case. Landlord may proceed directly against Wallet Tennnt. (and/or any of Its successors as the "Tenant" hereunder) without the necessity orexhauniug its remedies against such Trmhsfarce (notwithstanding the Fact that the t)riginal Tenant (and/or any urirs successors as ilia "Tanont" herender) may have assigned all of its right, title and Interest In this Lease). Landlord may consent to subsequent Transfers of this Lease with Tmnslerues of Tenant, upon notice al Tennin. but without obtaining Its or their eansenL thereto, and such action shall not redieve Tennnt ores liability under this Lease. 11.9 Nan-WoNei, The consent by Landlord to may Transfer shall not rolicvc Tcnaut, or any person claifldng dmwgb or under Tenant, of the obligation to obtain die consent of Landlord. pursuant to this Article I I . to any further Til following any Transfer, Landlord may collect Item Iron the Transferuc without waiving tiny rights hemunder, and induction ofthe Rau from a Person other than Tenant shall not he 8011 Gram • 11- deemed a waiver of any of Landlord's rights under Dills 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, Aitq'1CLE12 SUBORDINATIONANDAI`I'011NAil ENT; ESTQPeELCFRTIFICATES FIN AN CIA LSTATENIM T . 12.1 Subordination and AttmrnmenL 12.1.1 This Lease, and file rights and Interests of Tenant hereunder, are and shall be subordinate to all Security Instruments which now or herenfler constitute a lien upon or affect the Project, the Building or the Premises and the rights and interests of die Holders of such Security Instruments. Such subordination shall be effective without the necessity of die execution by Tenant of any additional document for the purpose orevidenoing oralTacifng such subordination, In addition, Landlord shall have the right to subordinate or cause to be subordinated anyauch Security Inatrumnnls to this Lease, and in such case, in die event Arline termination or transfer of Landlord's estate or interest in the Project by reason of any termination or foreuloaure of oily such Security Instruments, Tenant shall, notwithstanding such subordination, attom to and become the Tenant of the successor in interest to Landlord at the option of such successor in interest. Furthermore, Tenant shall within live (5) business days of demand therefor execute oily Instruments or other documents which may be required by Landlord or the Holder of any Security Instrument, gild specifically shall execute, acknowledge and deliver within five (3) business days of demand therefor a subordination of lease or subordination of deed of trust, in die form required by ilia Holder of the Security Instrument requesting the document. If requested to do so, Tenant shall ahem to and recognize as Tenant's landlord under this Lease any superior lessor, superior mortgaged or other purchaser or person taking title to ilia 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 adomment described in this Section 12.1.1. 12.1.2 Should Any current or prospective mortgagee or ground lessor for the Building ar tine Project (or any portion thereof) require a modi ficalion 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 dhc 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 den (10) business days prior written notice from Landlord, execute, Acknowledge slid deliver to Landlord a statement in writing certifying those theta for which eertfication lion been requested by Landlord or may current orprospective purchaser or current or prospective Holder erany Security Instrument, Including, without limitation, that: (a) this Lease is onmadfflad and in full force and effect (or setting forth oily modifications that have occurred), (b) ilia dates to which the Base Rent and other forms of Ront 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. 'file farm of the statement attached hereto as Exhibit it IT; is hereby approved by Tenant found pursuant to this Section 12.2, but Landlord shall have the right to use other forms for such purpose. Tenant's failure to execute and deliver such statement within such time shall be conclusive upon Tenant that this Lease is fit full force and effect without modification except as may be represented by Landlord in Any such certificate prspured by Landlord and delivered to Tenant. Any statement delivered pursuant to this Section 12.2 may be relied upon by any prospective purchaser, mortgagee, ground lessor er other like anamnbrgiwer thereof or any assignee of Any such encumbrance upon the Building or dhc Project. 121, ' b'In nuelnl Sfn leiirente-Asany ttfnic during, -the Te i; lenelit"'shoo; upoe"Avi: (SJ"business ays' rynor notice from Landlord, provide Landlord with then current financial statements and financial statements for each of the two (2) years prior to die then current calendar year for each of Tenant grid die 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• TAILING 13.1 Casualty 13.1.1 Itconf r of the P rian ses, 'tenant shall promptly notify Landlord fit writing (a "Damage Notice") of any casualty event, damage or condition to which this Section 13.1 is or may he applicable (a "Casualty"). Landlord shall, within a reasonable time after the discovery by Landlord of any dnmagc resulting from ally Casualty ("Casualty Damage"), subject to reasonable delays for insurance adjustment or other matters beyond Landlord's reasonable control. And sub•lecl to all other terms or this §,,er,)juq 131 begin to repair the damage to the Project end the Promises fesulting 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 berore such Cnsunity, except for modifications required by applicable Laws or covenants, conditions and restrictions, and madilemlons deemed desirable by Landlord; provided, however, that Landlord shall not be required to repair or replace any of the Leasehold Improvements ur any or Tenant's Personal Properly (all orwhich shall be promptly repaired, restored andlor rcpinecd by Tenant). Landlord shall have no liability florally Inconvenience or annoyance to Tenant or injury to Tcnant`s business as a msuh crony Casualty, ur the Restoration, regardless ortho cauxu iherefor. Buse Rem, and Additional Rent payable under Sections 4,2 and Q,d, shall abate Ward to the extent Tenant ceases to occupy a materinl tuition al'Lhc Premlaea that was damaged by a Casualty and rendered unit for occupancy (for the Pcimilted Use) as n result thereof. fur the period of time commencing on file date 'tenant vacates such damaged portion or tilt Premises sail continuing until live Premises Restoration is substantially complete (as reasonably determined by Landlord); provided, however, that site[) Abatement shall be limited to the proceeds ol'rentnl interruption insurance proceeds Wilda respect to the Premises and such Casualty collected by Landlord. 13.1.2 C.Accptions la Landlord's Oblleadnns. Nonvithmnding Anything to Lite contrary conained in this Section 13.1, Landlord shall have no obligation to repair the Premises and shall have the right to terminate this Lease In oily ease where: (u) any potion orthe Prcmisos or any material portion of the Project is damaged and (b) any of the fulluwing conditions exist: (1) Landlord esthnmtes in good faith that the ReSIOnAlnn carmnt reasonably be completed (without the payment nrroveridme) within one hundred eighty (180) Jays of Landlord's discovery of tho aql 14'Clric•Curnt•r Ur—ClrynfSmrnr.Dw Lenrc• •i i- 80A-51 EXHIBIT 1A Casualty Damage, (if) the Holder of any Security Instrument requires any Insurance proceeds with respect to such Casualty Damage to be applied to the outstanding balance of ilia obligation secured by such Scourily Instrument, (lit) tiro cost of the Restoration Is not fully covered by Insurance proceeds available to Landlord and/or payments received by Landlord from tenants, (iv) Tenant shall be entitled to an abatement ar Rent under this cl' n IJJ for a period of time it, excess of thirty-three percent (33°%) of the remainder of the Term, or (v) such Cnsunhy occurs during the last eighteen I19) months ol'the Term (disregarding Extension Terms, If any). Such right of termination shnil be exercisable by Landlord bydelivery of written notice to Tenant tit oily time following the Casualty until sixty (60) days following the later of., IA) delivery of the Damage Notice or (B) Landlord's discovery or determinntion *rally of the events described in clauses (1) through (v) orthe preceding sentence, and shall be effective upon delivery of stioh notice of lerminm)on for if Tennnl lien not vacated ilia Premises, thirty (30) days thereafter), 13,1.3 TNuiveL. Landlord and Tenant agree flint die provisions of Ibis Section 13 and tie remaining provisions of this Lease shall exclusively govern the rights and obligations of lha parties with respect to any and all damage to, or destruction of, all or oily portion orthe Premises or the Project, and Landlord and Tenant hereby waive and release each and all of their respecilve common law and statutory rights inconsistent herewith, whetter now or hereinafter in affect (including, without limitation, Sections 1932(2) and 1933(4)'oFtlhe Califomia Civil Code, as amended from lime to lime). 13,2 Tak)ne, 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 thereor(collectively, a "Talking'j, this Lease shall automatically terminate as of the earlier or the date of transfer o f title resulting 8•mn such Taking or the date of transfer of possession resulting from such Taking line "Tatting Date"). In the event of a Taking ofsuch portion of the Project, the ➢uilding or die Premises as shall, In the opinion of Landlord, substantially inter fare with Landlord's operation thereat; Landlord may terminate this Loose 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 Loose is not terminated, (a) Landlord shall, with reasonable diligence and at Landloid's cost (to the extent orthe condemnation award received by landlord), proceed to restore (to the extent permitted by Laws and covenants, conditions end restrictions the" 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 Sect oil 112, tie 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 tie condemning authority). No Taking of any portion of tie Premises, the Building or tie Prglect (or any portion thereof) for a period ofless than two hundred seventy (270) days (a "Temporary Taking") shall terminate fills 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 shalt belong to Tenant, but only to the extent tint the award applies to any time period during the Term of this Lease. This Section 13.2 shall be Tenant's sole and exclusive hmmedy in the event of a Taking. Each party hereby wolves the provisions of Sections 1265,130 and 1205.150 orthe California Code of Civil Procedum and the provisions crony successor orotherluwof like Import.. ARTICLE 14-1NDEhIN1FTCATION AND INSIIRANCE 14.1 4Yaivar of L inbility and Indamnificntlom Exceptto the extentexpresslyprovlded to ilia contrary herein, Tenanlhcimby waives all claims and causes of action against Landlord and all of die other- Landlord Parties for any damage to persons or property (including, without limitation, loss of profiles and intangible property) in any way relating to Tenant's use and occupancy of the Premises from any cause whatsoever, Including, without limitation tire, explosion, failing plastegsums, gas, air contaminants gremisslons, electricity, electrical orelecoonicemanatiens ordisturbeuce, water, rain or snow or leaks from any part the Building or i irom die pipes, appliances, equipment or plumbing works or from the roof, street or subsurface or tram tiny other place or caused by dampness, vandalism, malicious mischier. Tenant shall indemnify, defend, protect mud hold harmless Landlord and Bush 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 m• occupancy of the Premises or any portion of the Project by 'reliant, (b) ilia acts or omissions of Tenant or any Tensed Party, (o) any default of this Lease by Tenant, or(d) any litigation or other proceedings between Tenant and any third party; provided flint 'reliant 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 orthe gross negligence or willfld misconduct ai'Lmldlord, its agents or employees. 14.2 Insurance. AL all times during the Tenn ofthis Lease, Tenant shall: (n) procure and maintain, at its sole expense, the insurance policies described in :xi b't "", attached hereto and (b) otherwise comply with each and all ofthe obligations slid requirements set fords in xhibi "C Landlord makes no representation that the insurance coverage specified to be carried by Tennnl pursuant to this chi 't "0" is adequate to protect Tenmut against Tenant's undertakings tr derthe terms ofthis Lease or otherwise, anti if Tenant believes that such insurance coverage required under this Lease is 11"BU fiCklt, of its own expense, TBnantshall providesuch additional insurance mTenant decants adequate. 14.3 lyniver of Subrogation. Nohvithsluuding any provision ofthis Article 14 to the lonu•nry, Landlord and Tenant intend tint their raspcelive property damage loss risks shall be borne by their respective insurance curriers to the extent orthe property damage insurance flint each of Landlord and Tenant are required to canny under Exhibit " °, slid except as expressly provided otherwise In Oils Lease, in Ilia event are properly loss. each of Landlord laid Tenmu hereby agree to look solely ln, and seek recovery Billy from, their respective property daniags Insurance carriers to Ilia extent (fill( such property, loss is orn type that is covered by ilia property dnningc Insurance it is required to carry under Exhibit "0", As long as such waivers ot'suhrogaliun are reasonably available, each orthe parties berate hereby wolves all ours rights nod claims against each of the other Panics hereto (br such losses. and provided such waiver of subrogation shall not nfl6c1. the right 01'such party as the insured under its property damage policy lnr policies) to recover thercuudcr, wolves all of the rights ofsubrogution orits property damage insurers. The parties harem further agree that, so long as no material additional premium is charged therefore, rheir respective property insurance policies are now, or shall be, endorsed such that the tttregoing iruiver ol'subrogullon shall not affect lice right of the Insured to recover thereunder. Alt'IVt Lr, 15—EVENTS OF DPFILII 9'AND (fFiNIEDIr, 15,1 Fla us of Dcl'nnit Ito 1'e u i I, The occurrence of any of the tullowing shall constitute a material deillUlt and branch or this I.,ersu by Tetuml (tin "Event of beta ull" ): Nat WCAde CLomr Or- Cfa• aJ'Snnra km Lave .I }_ 80A-52 EXHIBIT 1A 15,1,1 Any failure by Tenant topay tiny Rent or any other charge required to be paid under this Lease, or any part therso£ (or to perform oily of its obligations under Arlic IQ 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 Promises by Tenant, or the vacation of the Premises by Tcnan for a period of ten (10) consecutive days (with or without the payment of Rent), or the failure of Tenant to lake occupancy of the Premises within thirty (30) days of de Cormuencement Dale (it being agreed ant the fact that any of Tenart's Property remains in the Premises shall not be evidence that Tenant has not vacated or abandoned the Premises). 15.1.3 Any fellure by Tenant to execute and deliver any statement or document described In Article 12 requested by Landlord within the time periods speeifled therein, If such failure continues far three (3) days after Landlord's delivery of written notice thereof, 13.1.4 The failure by Tenant to observe or perform any other provision of this Lease to be observed or perforated by Tenant, otter than those described in Seclfons 15.1.1, I,W and J,S,_j j above, If such failure continual fur twonly (20) days (except where a different period of time is speelfled in this Lease, in which case such different time period shall apply) afar Landlord's delivery of written notice thereat, provided, however, dial If the nature orthe dethult Is such drat It cannot be cured within the twenty (20) day period, no Event of Default shall exist if Tenant commences the curing of the defaultwithin lire twenty (20) day period and thereafter diligently prosecutes the same to completion, 13.1.5 The making or furnishing by Tenant crony worronty, 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 Famished, 15.1.6 The assignment, subletting orothar, Transfer, crony attempted assignment, subletting orother Transfer, of this Lease In violation ofArticle I 1 , 15.1.7 Tla filing or execution or occurrence of any one of the Following: (a) a petition in bank optay or other insolvency proceeding by or against Tenant or any general partner of Tenant, (b) a petition or answer by Tenant or oily general partner of Tenant seeking relief under any provision orthe Bankruptcy Act, (a) ran assignment by Tenant or say general partner of Tenant for the benefit of creditors, (d) a petition or other proceeding by or ogainst Tenant or any general partner of Tenant for the appointment of a trustee, receiver or liquidator of Tenant or any general partner ol'Tenant or any property of Tenant or any general partner of Tenant, (e) a proceeding by any governmental authority for die dissolution or liquidation of Tenant or any general partner of Tenant or any other instance whereby Tenant or any general partner of Tennnl shall cease doing business as a going concern, or (0 an admission by Tenant or any general partner of Tenant of its inabllity 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 tie participation by any such guarantor in any other event described in this Section 15,1 (as if this Seel.fan 15.1.3 refen•ed to such guarantor In place ofTenant). 15.1.9 Any defauhthat continues beyond the applicable notice and core 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 floe notices described in [his Sectloo 111 shall be in lieu of, and not in addition to, any notice required under Section 1161 of the California Code of Civil Procedure or any other law now or hereafter in ordeal requiring that notice of default be given prior to the commencement or an undawfbl detainer or other legal proceeding. 13.2 Remcdies, Upon file occurrence crony Event of Default by Tenant, in addition to any uder remedies available to Landlord at law or in equity, without any further notice or demand whatsoever Landlord shall have the option to pursue any ane or more of the remedies ddscribed in Section I of Exhibit "N", attached herein, each and all of which shall, subject tic applicable low, be cumulative and nonexclusive (and all Dole other provisions orSeution I of xtri It" '" shall apply to an avant of Delaull by Tennnl hereunder), ARTICLE 16—LANDT 011D DEFAULT: 11,\_jf LORD+SI IABT1 ITV 16.1 Landlord Dernntt. Landlord's failure to pertihrm at- obscrve oily orris obligations under this Lease shall constitute a material default by Landlord under this Lease In "Landlord Default') only If such failure shall continuo for a period orthirty (30) days After Landlord (told ench Notified Party) receives written notice from Tenant specifying (and describing in reasonable detail) the alleged default (and Identifying the applicable Lease provisiou(s)); provided, however, that irthe nature of da default Is such that it cannot he cured within the thirty (30) day period, no Landlord Default shall exist if Landlord (or any Notified Party) commences the curing orthe applicable default within thirty (30) days fallowing its receipt orTammnt's default notice and thereafter diligently prosecutes the same to completion. Subject to the romalning provisions of this Lease, hollowing die occurrence crony Landlord Dereuh, Tenant stall have lire right to pursue tiny remedy available under Law forsuch Landlord Detault by Landlord; provided, however, that in no case shall Tenant have any right to tenninata this Lensc on account crony such Landlord Darnall, 16.2 Landlord's Lease Untiartakfnas. Notwithsumding anything to the contrary coitniocd in this Lease or any other Lease Documents, it is expressly understood and agreed by and hemeen the parties hereto dint: (a) the recourse of Tenant or its successors or assigns against Landlord (and the liability of Landlord to Tennnl. Its successors and assigns) with respect to: (i) tiny actual or alleged breach or breaches by or on the part of Landlord ornny, of Landlord's Lease Undertakings or III) any mutter relating to Tenant's use or occupancy of the Premises sir❑II be limited to an amoral equal to the lesser of; (a) Landlord's equity interest in de Building and (y) the equity interest Landlord would haw in the Building If the Building were encumbored by independenl sccurod fiinancing equal to a[ghty percent (80%) of the value of the Building; (b) Tenant shall lurve no recourse against any other assets of Landlord or tiny other Landlord Parties (or their o(doers, directors or shareholders); lc) except to dic extent of iindlord'x equity interest fit the Duilding(to the extent provided above), no personal Ifnbility or personal responsibility of tiny sort with respect to any ol'L.andlord's Lease Uuderinkiugs m• any alleged branch Ilie•rtof is assumed by, or shall at any time be asserted or enlhrueable ogainst. 101 WOvk Canhr Or— C7fp nJ'Snnrn; Ina Lmo • 14. Le ' J EXHIBIT 1A Landlord or any of tlic other Landlord Parties, and (d) at no time shall Landlord be responsible or liable to Tenant for oily lost profits, lost economic opportunlNes or airy form or consequential damnge as the result of any actual or alleged breach by Landlord of Landlord's Lease Uodartukings or In correct! oil wllh any other matter relating to Tenant's use or occupancyorthe Premises. 16.3 SnIa by Landlord. A sale or conveyance by Landlord of the project or or any portion thereof contain Ing 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 thin are to be performed alter (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 Louse for the performance ofoll of the agreements, obligations, covenants or conditions, express or implied, Imrein contained in I'nvor• orTenanl that are to be performed after (ar 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 altorn to the purchaser or assignee, such Adornment to be effective and self -operative without the execution of any further instruments by any of the parties to this Lease, ARTICLE 17•MISCELLANC'OUS 17.1 Notices, All notices, requests mid/or demands which Landlord or Tenant maybe required, or may desire, to serve on the other (or any Holder) shell, except as expressly provided otherwise herein, be in wriling and may be served, as an altermadve 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 Ilse address for Landlord set forth in item 11.2 of the Basic Lease Provisions and to Tenant at the address for Tennnt set forth in Item I 1 I of Are Bsaie Lease Provisions, or, from and after the Commencement Dale, to the Tanant at Via Promises whether or not Tenant has departed from, abandoned or vacated the Prermsas, or addressed to such other address or addresses as either Landlord or Tenant cony Itom time to time designate written notice to the other. Any such notice, request or demand shall be deemed to have been served at lho time die some was posted. 17.2 Drafters, The parties recognize as the brokers) who procured this Lease, Are 11m1(s) specf led in Item 9 of die Basic Lease Provisions and agree that Landlord shall be solely responsible for the payment crony brokerage commissions to said brokor(s), and that Tenant shall have no responsibility therefor unless written provision to Ate 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, indemnity, hold harmless and defend Landlord from any Claims relating thereto, 17.3 Rl.k[its Reserved by Landlord. 17,3.1 Entn' by Landlord. Landlord may enter ilia Premises at all reasonable limes to; (a) inspect Ate same; (b) exhibit the same to prospective purchasers, lenders or tenants; (a) determine whether Tenant la complying with all of its obligations antler this Lease; (d) supply Janitorial slid other sarvicea to be provided by Landlord to Tenant under this Lease; (a) post notices of non responsibility; (e) exercise any of Landlord's lights or perform any of Landlord's obligations under this Lease; (1) make repairs or improvements in or to the Project or the Premises (provided, however, tbnt.all such work shall be done as promptly as reasonably possible And so as to cause as little interferetice to Tenant as remmumbly, possible) or (g) for any other reasonable purpose, Tenant hereby waives any claim for damages ter oily injury or inconvenience to, or interference with,Tenant's business, any loss oroccuponcy or quiet enjoyment orthe Premiscs or any other loss occasioned by such entry. Landlord shall at all [lines have and retain a key with lvliich to unlock all of [be doors in, on or about the Premises (excluding Tenant's vaults, safes and similar areas designated by Tenant in writing in advance), and Landlord shelf have the right to use any and all means by which Landlord may dean proper to oplasuch doors to obtain entry to tine Premises, and any entry to the Premises obtained by Landlord by any such menns, or otherwise, shall not It rider any circumstances be deemed or construed to be a forcible or unlawful envy Into or a detainer of the Promises or an eviction, actual or consu tedve, ofTenant from any part arthe Premises. Such entry by Landlord shall not act as a termination orTenant's duties under this Loose, 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. 17,12 Riaht to haase: Prniect m• BullUlne Nnme lad Si�aavn, Landlord reserves the ebsoluce right tat (a} tense space in the Project and to create such other tenancies in the Pnvect as Landlord, in its sole business judgment, shall daternn(ne is in Ale best intairosts of Ilia Pmjecl; (b) to change the name ar slroel Address of die Building and/or Ate Projecq and (c) In install, affix and mninmin any and all signs nil lilt exterior and on die Interior of the Building and/or the ProJeat as Landlord any so desire, in its sale discretion. Landlord does not represent and Tenant dues not rely upon any specilic type or number of tenants occupying any space 1n doe Building ar the Protect dm•Ing Nre Tann of this Lease. Tenant shall not, Mahout doe prior written consent of Landlord, use Are rare of the Building nndlgr the Project, ar any plculres or Illuslrelions of dnc Building and/or tine Project- in Tennnis advertising or in any odner publicity, and to the extent dot Landlord grants such consent, shall refer tO the Building and/or the Project by the Homo designated by Landlord, 17.3.3 Tito Other Improvements, it' pardons of the Project or pri ty adjacent to the Project (collectively, the "Other Improvements") Are misled by an entity other than Landlord, Landlord, at its option, lit its sole and absolute discretion, may enter into an agreement will) the owner or owners of oily or all of the Other Improvements to provide; (a) for leciproeal rights of access and/or use of the Pmjcet and the Other Improvements; (b) for [he common umnngemant, operation, maintenance, improvement and/or repair of all or any portion of the Project and the Other Improvements; (a) for the allocation of n portion of the Dpemting Expenses to the Other Improvetncnls and the operating expenses and taxes for the Other Improvements to Ilia Project; and (d) for the use or improvement orlhe Other Improvements and/or ilia Project it, conncctiet with tine Imps vomenl, construction, and/or excavation of Ane Dtiler ImplavelnCnts And/or ilia Project, Nothing contained herein shall he deemed or eonsoucd to Ilroit at. utherwise urfect I.mtdlord's right to convey all or any portion or ilia Project or Ely other at' Landlod's rights described in this Lease 173A Ream initial nr the Protect turd Other (rJn•pumenls/('bnvtnrction of No,, I limn cmenfs. Tenant acknowledges that perilous arctic Project and/or the Other hnprovisalems may he under consiruedon fullowing TennoCs occupancy of the Premises, and that such conxbnlct[on may result Inn levels or nolsd. dust, ohsbucdon of access. ate. which ere In excess of that present Inn ltdly constructed project. Tenant acknowledges and agrees drat Landlord may alter. ranodel, improve and/or renovate (collcetivoly, the "Co list Pit abort Work") ilia Building. Premises, mid/or ilia Project (including. lvlthout Illmkulhxl� by constructing new innprovements in Common Areas), and in connection with oily Constmetion Work, Landlord may. among Other things, area scalibkling or other necessary structures In the Building, ar didwhoro i❑ or at the Nd!V6'Clydr G'dnNr Dr-C.7n, af.Snrrrrr;Our Laud d5. 17 1 A L� Praja of, restrict access to portions or (lie Pro)ect, including portions or the Common Areas, or perform work to 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 Tenmu nor entitle Tenant to any abatement of Rent, Landlord shall have no responsibility or liability to Tenant for any Injury to or interrerence with Tenant's business arlaing from any such Construction Work, and Tenant shall not be entitled to any damages from Landlord for loss or use of the Premises, in whole or In port, or for loss of Tenant's personal property or Improvements, resulting From the Conslnlction 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 Well Reserved by Landlord. Landlord reserves the following rights exercisable without notice (except us otherwise expressly provided to the contrary in this Lease) and without being, deemed an aviation or disturbance of Tenant's use or possession orthe 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 orsigns„window shades, blinds, drapes, awnings or other similar items, and all Internal lighting that may be visible hip the exterior of the Premises and, notwithstanding the provisions of Article 10the design, arrangement, style, color and general appearance of the portion of the Premises visible from the exterior, end contents thereof, including, without limitation, Htrniture, fixtures, signs, art work, wall coverings, carpel and decorations, and all changes, additions slid reanovols thereto, shall, at all times have the appearance of premises having the same type of exposure and used far substantially the same purposes that are generally prevailing In first class office buildings in the area; (b) to display the Premises and/or tie Building and/or the Project to mortgagees, prospective mortgagees, prospective purchasers and ground lessors at reasonable hours upon reasonable advance notice to Tenant; (a) to change the arrangement of entrances, doors, corridors, elevators and/or stairs in the Building and/or the Project, provided na 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 tie purposes pennittad tinder 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; (0 to prohibit the placement of video at, other electronic games in the Premises; (g) to have access for Landlord and other tenants of the Building to any mail chutes and boxes located In at' 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; (It) subject to Tenant's rights or access under Section 2.1.3, to close the Building alter normal business hours, except that Tenant and its employees and Invitees shall be entitled to admission at all drives under such miss and regulations as Landlord prescribes for security purposes; (1) to install, operate and maintain surveillance systems which manioc, by closed circuit television or otherwise, all persons entering or leaving the Building and/or the Project; q) to Install and maintain pipes, ducts, conduits, wires and instinct elements located in the Premises which serve other parts or other tenants orthe Building and/or ilia Project; (k) to retain at all times master keys or pass keys to tie Premises; (1) to modify, change, add to or delete the design, configuration, layout, size, Ingress, egress, areas, mothod of operation, and other characteristics of or relating to the Parking Facilities at any time, and/or to provide for peruse, partial use or restricted use of portions thereof, (m) to delegate control of the Parking Facilities to a parking operator (and/or to master lease the Parking Facilities to a parking operator) in which case Landlord may assign any or all of the rights, including rights of control, attributed hereby to the Landlord to such parking operator, and (n) to take (and require Tenant to take) reasonably appropriate action to comply with any Law or mandatory controls or voluntary controls promulgated by any govemnneopal or quasl•govormilmtal authority or public utility foisting to: (1) the use or conservation of energy, water, gas, light or electricity, reduction of automobile or other emissions, or tie provision or any other utility or service and/or (i i) tie reduction and/or management ortrarfic, transportation or parking In or around the Project. 17.4 Light And Atr. No diminution or shutting off of any light, air or view by any structure now at barterer created shall In any maAaW oFfact this Lease or die obligations of Tenant hereunder, or increase any of the obligations of Landlord hereunder. 17,5 Force Nlnienre. Landlord shah incur no liability to Tenant with respect to, and shall not be responsible for any failure to perform any of Landlord's obligations hereunder ranch 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 tire, earthquake, civil commotion, or failure or disruption of utility services (n "Force Majeure F,vaot"). The amount of time for Landlord to perform any of Landlord's obligntimhs 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 All nrnLys' Feese("avmmhre)ow• No Coonterdninr Choice of Lawse Waiver of Jury Trit 17.6.1 Attorneys'Rees,IFeitherLandlordor'1'envushallcommcnceanyactionorotherproceedingagainsttheodierarising out or, or relating to, this Lease or the Premises, ilia 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 inIall ive of any court schedule or reasonable attorneys' fees, In addition, Tenam shall reimburse Landlord, upon demand, for all reasonable atio neys' face incurred in collecting Rent orathemise seeking enforcement against Tenant, Its sublessees and assigns, of Tenant's obligations under this Lcase IT6.2 Governing Law, This Lease shall be governed by, and coreuued In accordance with, the Imes or ilia safe of Cali Benin (without regard to its conflict or laws principles), 17.6.3 CAoleu of Jurisdiction. Tenant hereby submits to local jurisdiction in the State of California and agrees that any action by Tell mil against Landlord shall be insthuted in the State of California and Gnat Landlord shall have personal Jurisdiction over *I'erat roc any nation hrouglu by Landlord agninit Tanont lu the State of California. 17.6.4 Walver 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 IIELD AS A RESULT OF A CLAIM ARISING OUT OF Olt IN CONNECTION WITH THIS LEASE IN WHICH LANDLORD AND TENANT ARE ADVERSE PARTIES, THE h'ILINU OF A CROSS. CO3HPLAINT BY ONE AGAINST"'rl IE oTHER IS SUFFICIENT TO MAKE THE PARTIES "ADVERSE" 17.7 0FAC (7ontplianec. Tenant represents, wunnnts and covenants to Landlord: (a) that neither die Tenant norm) person or runny Ihnh dimcty ohmhs n 104fi nr grealer equity interest in it unr nay of its eliiears. direcmrs• m• managing members is a person or entity with whom U.S. 80f W C'hdr C'errner Or —Cleo aj,Swaa Ann Lease d6- EXHIBIT 1A persons or entities arc restricted from doing business under OFAC regulations (including those named mr 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 Tenam's activities do not violate the Money Leunderhig Act, and (c) [lint throughout die term of this Lease the Tonam shall comply with Executive Order 1322.4 and with the Money Laundering Act. 17.8 SweErec)Re Renulr•ements 17.8.1 CAJIll In Civil Coil Section 1938. As of the date or this Least, the Promises, Building and Project have not been inspected by a Certified Access Specialist ("CASp") as referred to in Section 1938 of the California Civil Code • A CASp can Inspect die subject premises and determine whether the subject premises comply with all of [he applicable coaslmcliom•related acccssibility, standards under slate law, Although state law does not require a CASp inspection of ilia subject premises, the commercial property owner or lessor may not prohibit the lessee or Icnant !torn obtaining a CASp inspection of the subject premises for ire occupancy or potential occupancy ordic lessee or tenant, if requested by the lessee or tonant, The parties shall mutually agree on the arrangements Ibr 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 Publla snurcgs Code Section 2540210. Pursuant to California Public Resources Code Section 25402.10 and the regulations adapted thereunder (together with any future law or regulation regarding disclosure of energy effrcicnoy 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 tenagls orthe Project) information concerning the recount Of electrical power consumed at the Project ("Electrical Energy Use Disclosures"), and (b) in miler to make such Electrical Energy Use Disclosures, Landlord may need to obtain intormatlon regarding Tenant's consumption of electrical power In Cie Premises Grand to the extent that delivory of electrical power to the Premises or any applicable portion thereof that is measured by a meter in Tenant's name). Accordingly, Tenant agrees to cooperate with Landlord in connection with any such Electrical Energy Use Disclosures, including, without limitation, by providing to Landlord, within ten (10) days following Lessor's request therefor;(I) acpIes; of (or access to) bills or other records reflecting the delivery of electrical power to die Promises or any applicable portion thereof that is measured by a meter in Tenant's name aid/or (II) other infarnnlion (such as without limitation, the number of employees regularly working at the Premises (or any applicable portion thereof), the types of equipment regularly used an the Premises (or any applicable portion dnereaf) and/or the regular operating hours at the Premises (or any applicable portion thereof)) Thal is reasonably required for Landlord to estimate the Account or electrical power consumed at die Premises. 17.9 Fair Employment Practices/Nan-Diseriminatlan• Landlord agrees, subject to applicable laws, rules and regulations, that no person shall be subject to discrimination in the performance of this Leese on the basis of race, color, religion, ru flonel origin, sex, aexunl orientation, gender Identity, AIDS, RIV status, age, disability, handicap or veteran status. Landlord slid[] take affirmative action to ensure that applicants are employed and that employees are treated during employment without respect to any or thesc bases, Including but not limited to employment, upgrading, demotion, transfer, recruitment, recndtinent advertising, layoff, termination, rites orpoy orotier forms orcompensation, and selection for training, Including apprenticeship. 17.10 late rp retn tlon, Tenant acknowledges that It has read And reviewed this Lease and that it has had ilia opportunity, to confer with counsel in Ole 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 orils terms and die 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. Ali terms and words used in this Lease, regardless or the number or gender in which they ore used, shall be deeiued to include the Appropriate member and gender, as the context may requtra, Each covenant, agreement, obligation or other provision of this Lease to be perfomied by ']'client are separate and independent covenants of Tenant, and not dependent on any other provision or this Lease. Time is of ilia essence of this Lease and rite pertbrni of all obligations hereunder. In die event any provision of this Lease is found to be unenforceable. the remainder of this Lease shall not be offeeted, and any provision found to be Invalid shall be enforceable to the extent permitted by law. The parties agree that if two different foterpretations may be given to any provision hemmndeq one ofwhiuh will render the provision unenforceable, and one of which will render the provision enforceable, the interpretation rendering the provision enforceable shall be adopted. 17,11 No Pru-tnerehlp or Joint Venture; No Third Parly Beneficiaries. Nothing contained in this Lease shall be deemed or construed 10 create the relationship of principal and agent, or pantteship, 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 tiny putson or entity claiming through Tenant, and oa other parties shall have any rights hereunder as against landlord. For die avoidance of doubt, it is understood and agreed that Persons that are Landlord Parties are intended third party beneficiaries orand slid]] have the right to enforce Sections 14.1, 14.2 143 slid 16,2 Above 17,12 Entire Aareenrent• Amendment; Sueecssurm Survival or Obligations. This Lease contains all of ilia agreements and understandings relating to flit lousing of tie promises and the obligations of Landlord and'fenmu in connection with such leasing. Landlord has not node. und'renant is cat relying upon, any wmranties, or representations, promises or statements made by landlord or any agent of Landlord, except (hose expressly set loth herein. This Lease supersedes rely mid all prior agreements nod understandings between Landlord and Tenant and alone expresses the agreement of the parties, This Lease shall not be amended, changed or modiltod in any avny unless in writing executed by Landlord and Tenant. Landlord shall not have vvmived or released any of Its rights herCundcr miles hi writing slid executed by the Landlord. Except as expressly provided herein, this Lease and the obligntions of Landlord and Tennnl contained herein shall bind or inuro to the beaork of Landlord and Tenant and their respective successors and assigns, provided tits Clouse shall not permit not 'rruirmi rby Tenon] contrary to [tie provisions ol'A •cie .L1. Any obligations of Tenant Accruing prior to the expiration of this Lease shall survive the lernhination otitis Louse, and Tenant shall promptly pmi'm•nt all such obligations whether or not this Lease has expired, 17,13 Prohibition Aeninst Raeordine• Neither this Lease nor any memorandum. Affidavit or other wriliug with respect thereto shall ba rv:oided by Tenant or by anyone acting through, under or all hchaiforTonanL 1,71If'('Irle L`eorm•Or—Cirp afSuunr.dmr Game -17• EXHIBIT 1A 17.14 Liagaen tfn l;tv Tenant agrees than (a) the terms and provisions of this Lease are subject to the terms of the Cali torn is Public Records Act and Freedom of Information Act 17,15 No orrer to Leosc. The submission of this Lease to Tenant or its Broker or other agent, does not constitute an offer to Tenant to lasso 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 (a) all conditions to the effectiveness of this tease are satislled (or waived by the applicable party); provided, however, that, upon execution of this Was by Tenant and delivery to Landlord, such execution and delivery by Tenant shall, in consideration of die 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 Authority. 1f Tenant signs as n corporation, partnership, limited liability company or other similar entity, each of Ate persons executing this Lease on behalf of Tenant does here by 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 lies full right and authority to enter Into this Lease, and that each ofboth 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 werranis that Landlord has full right and authority to enter into this Lease and Ural die person signing on behalf of Landlord is authorized to do so. 17.17 Conntefmnrtst Irnesimila Exceetion. This Lease may be executed In counterparts each of which shall be deemed as an original, but all of which token wgethar shall constitute one and the same document, Each of the parties hereto agree that the delivery of an executed copy or counteipail of this Lease by facsimile or email shall be legal and binding and shall have die some full force and effect as if an original executed copy or counterpart of this Lease had been delivered, , JSlgnarures Appear air Nexr Page/ 80) NChie Corer Dr —City norSnum Ann Lows • 18. 80A-57 EXHIBIT 1A IN WITNI'iSS WI I [MIME, Ili is Lellsu in bet Qby esccutgd ns. ol'Ihe L I'li:ctivc.l)ule. LANDLORD: mm CF SANTANA, LLC, TIMCF]TOF SANTA ANA, o Delaware limited I nlrjJily_tu,uro a Municipal copaorullon. By; Name; Andrew Osborrle Nome; Cynlliinl Kurtz "Mic: Authorized pna ory 9'idc: Ltterini City h9miaaer n'FST; Name: MarlItgoiar Title, Clerk: colic Council Effective Date: .20I7 APPROVE[) AS'CO I7O1;M: Sonio R. Cemllso, Ciiy,Altooinjcyy.��� Lisa Storck, Asst, City Atlomey RECOMMM GNl7 APPROVAL; I16bc1`t bl, Zur'S de,,.1morini 5recutive Director CoMillunily Development Agency 801 II'Cir1e C(r0ar Ur—Clp rf,S'nnfn;Inn Lease .Iy. LqOORMTOO EXHIBIT 1A wil E EXHIBIT 1A EXRIBIT 4 NOTICE OF LEASE TERM DATES To: City of Santa Ana 801 W. Civic Center, Suite 200 Santa Ana, CA 92701 Attu: Deborah Sanchez A-2017-264-02 Re: Office Leaso dated October 7, 2017 (the "Lease") between CF SANTANA, I.LC, a Delaware limited liability company ("Landlord"), and the City of Santa Ana, it charter city and municipal corporation ("Tenant") concerning Suite 200 nn floor 2 of the office building located at S01 West Civic Conter, Santa Ana, California. Deborah Sanchez: In accordance with the Lease, we wish to advise you and/or confirm as follows: 1. The Premises are substantially completed, and the Term shall commence on or has commenced on June 11, 2018 for a term ot'slxty (60) months ending on Jun 30, 2023, 21 Base Rent commenced to accrue on June 11, 2018 in the amount of $42,506.20 per month and as more particularly sat forth in ketjiA of the Basic Lease Provisions of the Lease, 3, if the Commemxmont 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 CF SANTANA. LLC, 21P1 Rcscorans Avenue, Suite 3270, El Segundo, CA 90245 Attn: Ken Quach, Accounting Manager. 5. The Premise contains 19,321 RSF, 6. Tenant's Proportionate Sharo is 15,561%. LANDLORD: - CF Santana, LLC, nI3e1$5vaP5'llfiii"tedRTebt r mpatye. Name: AM&M r]9borne Atithorized Signatory Title: TENANT: THE CITY OF SANTA ANA, a Municipal corporation r By: ^+ PrintNamc: Rawl It 1 Title: City nngpggC�r g' A VED AS TO FORM Maria D, Huizar / ,1 n Clerk of the Council City Altornay ,:1 N .1 EXHIBIT 1A EX Id l B IT "C" WORK LETTER 'rms WORK LETTER (this "Work Letter") Is attached as it 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, covemmits and conditions relating Io the constriction and Installation ofihe Tenant Improvements in dre initial Premises. All capitalized terms used herein not otherwise defined herein shall have the memilngs attributed to such terms in the Lease, 1.1 Landlord's Architect and the Enadncers, Landlord shall engage (a) Fraser McClellan or another qualified interior architect selected by Landlord ("Landiord's Architect') to prepare the Construction Drawings (defined below) for die 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, hIVAC, Iifb safety, and sprinkler workrelatinglo Ile Tenant Improvements for the Premises. 1.2 Final;SnncePlawSpace Plamin¢Allowance, A copy orthe final Space Plan (and pricing plan) feral Tenant Improvements In the Initial Premises ("Final Space Plan") is attached hereto as Schedule "GI Landlord shall bear all costs and expenses in Connection with the preparation of the Final Spume Plan ("Space Planning Costs In an amount equal to $Z898.1 (i.e., 80.1 S per RSF In the Initial Premises). Any Space Planahhg Costs in excess of $2,898.1$ shall be "Taunt improvement Costs" and shall be deducted from the Allowance Amount, 1.3 Final Warlt(ga Drnivaits. Based upon the Final Space Plan, Landlord shall cause die Architect mid the Engineers to complete and deliver to Tenant for Tenant's reasonable approval two (2) copies or complete fully coordinated arehltecwral and (to the extent required) structural, mechanical, electrical and plumbing working drawings and specifications for Ilia Tenant Improvements in a form which is sufficiently complete to allow all subcontractors to bid on die work shown therein end to obtain all Applicable Permits therefor, if any (delned below) (collectively, the "Final Working Drawings"), Tenant shall, within five (5) business days a4erTenant receives die Final Working Drawings, either. (a) approve (he Final Working Drawings, or (b) disapprove the Final Working Drawings Plan because a Design Problem exists and return the sameto 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 ilia Final Working Drawings that it Approves or disapproves ilia same, Tenant shell be deemed to have approved tie Final Working Drawings, A "Design Problem" means and shall exist only if the Final Working Drawings are mat consistent with die Final Space Plan. IfTenant disupproves the Final Working Drawings because they contain one or more Design Problems, than Landlord shall cause Landlord's Architect to make the requested changes thereto to the extent required to eliminate such Design Problems and shall resubmit to Tenant such revised Final Working Drawings, with tie fomgoing procedure to be repeated until the Final Working Drawings for the Premises Ole ultimately approved (or deemed approved) by Tenant (as so approved, die "Approved Working Drawings"), The Approved Working Drawings, as modified by any Changes (defined below) approved by Landlord, and all puns or components thereof are sometimes referred to herein as the "Construction Drawings". 1.4 Changes in the Final Since Plan aid Approved Warkln" Drawings, No Chonges (defined below) may be mode by Teumit without die prior written consent of Landlord (in accordance Wirh Section I3 d, below); provided, however, that Landlord may withhold its consent in Its sole Arid Absolute discretion to any Change which in Landlord's Judgment are unreasonable or would directly or Indirectly delay Substantial Completion (defined below), Tenant acknowledges mid agrees that Tenant shall bear the cost or any Changes that are requested by Tenant. "Changes" means, CDlleelively: (a) any changes, mod1 ications or alterations in either the Final Space Plan or the Approved Working Drawings or in the Tenant Improvements for the Promises 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 ore requlred In order to eliminate o Design Problem. 1.5 Landlord's Review. 115.1 Any approval orcousent of Landlord hereunderwith respectto any portion or component oftha Construction Drawings or Vie 'I'en int Improvements shall be granted or withheld on the basis of such standArds as Landlord shall establish in good I'aidi from time to time. Landlord has established (or may establish in the future) Building Standards for die components to be used in the construction of the 'tenant huprovdinams in the Premises ("Building Standards"), The quality of all Tenant Improvements shall be equal W or of greater quality than the quality speoidcotions of the Building Stmnal provided, however that Landlord may, at Landlord's option, require die Tenant hopruvonems: to comply Willi specific Building Standards. Landlord reserves the right to promulgate, establish, modify, delete from, and make other changes to the Building Standards liom time to time. 1.5.2 Landlord's review or any matters (Including, without limitation, any requested Changes), as sat Iorlh in this Work Lenin', shall he solely for Iho purpose of protecting Landlord's interests hereunder, and shall not haply Landlord's review of the some, ar obligate Landlord to review the some, 1'or quality, design, Code compliance or other lilt: matters, for the boretit of Tenant or Any Other porly, and Landlord shill not he responsible for anyoulissinns ornros contained in any such items. SECTION COST OF THE TENANT I\'IPROVFNFNTS 2.1 rtllocslion orCosts: Allowance Amount: Tenant hnnl•nvement Casts. 2.1,1 Subfcct to the provisions of this Work Letter, Landlord hereby grants Tenant for the I =n( Improvement Costs (delined below) all Amount (the "Allowance Amount") equal to $772,840.0l1 (ire„ $40,00 per RSF in the Initial Premises). Touou shall hew' all ,POI it'Clrle Cover Dr— ClpvrfSrnrre,bnr Leave Exhibit L46 1 N • EXHIBIT 1A Tenant Improvement Costs (darned below) (and ell other costs or expenses Incurred by Teton( in connection wish tie design and construction of the Tenant Improvements) in excess of the AlIowmma Amount ("Cxcess Ten ait( Inlprovemonl Costs") in accedonco with the provisions of this Work Letter. Landlord shall have no obligation hereunder to make cry payments or disbursements, or to ]near any obligation to make any payment or disbursement in connection with ilia design and constmollon of tile 'reliant Improvements, In a total annennt which exceeds the Allowance Amount. In any event, lit all times Tenant shall pay and satisfy in full on a timely basis all obligations for payment incurred by Tenant in connection with the design and construction of the Tenant Improvements. "Landlord's Architect" Means the qualified licensed architect designated by Landlord from time to time as Landlord's Architect. 2.1,2 "Tenant Improvement Costs" means the following: (i) the fees of the Architect and the Engineers In excess of the Space Planning Allowance; (hi) Landlord's customary supervision fee (the "Supervision Fee") in an amount equal to three percent (N) of the total Tenant Improvement Costs (excluding die Supervision Fee); (iii) all fees and costs incurred by, and the cost of documents slid materials supplied by. Landlord and Landlord's otinsultaos In connection with the preparation and review of the Construction Drawings; (iv) the cost of any chonges or modifications in or to the Common Areas or Base Bulletin$ 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 fram/lo public transportation and public right"li-way, parking and restroom areas, that are required to cause the same to comply with any applicable Codes); (v) the cost of any Changes to the Construction Drawings or the Tenant Improvements requlrad by Code; (vi) ail 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, oner•hoos utilities usage, and contractors' fees and general conditions; (A) die cost of cable and other telecommunications lines installed as poi of the Tenant Improvements, but specifically excluding sty costs in connection with the installation of Tenant's telephone service (which shall be separately installed by Tenant's Agents); (vili) pion check, permit fees, license fees, Title 24 fees and use taxes; and Ox) the cost of installing Building Standard w)ndowcoverings; and (x) the costs of the tenant demislog walls and public corridor wails and materials to be Installed on the second floor retailing to the drywall kind any finishes and hardware on the Premises side of such walls as designated by Landlord, 2.2 Peympont of Excess Tenant Lmmwvement Casts by Tennnl. 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 el any time during We course of performance of the Tenant Improvements, Landlord In good Ihhh determines that the Excess Tenant improvement Casts 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 a ton 2,2, then not later than throe (3) business days fallowing Landlord's written request therefore, Tenant shall pay to Landlord In cash tia amount of such excess. Any fallurie 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 Rau when the some is due under the Lease, and notwithstanding anything in this Work Letter or die 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 time ins Teneit complies with the requirements of this Section 2,2, (b) any delays associated with any such discontinuance shall be deemed Tenant Delays (end shall not, in any case, constitute Landlord Delays) and (a) Landlord shall not be liable to Tenant for any additional costs, lost profits, lost economic opportunities or any form or consequential damage which may result from any such discontinuance by Landlord under this Section 22. 2.3 Disburvcmcnt• (Iceencilhttlon of Costs, Landlord shall have tie right to disburse the Allowance Amount together with all Deposits previously made by Tenant (collectively, the "Tenant Credit Amount') forsuch Tenant Improvement Costs and hn such order as Landlod shah determine. Following final completion of the Tenant Improvements, Landlord shall reconcile (die "TI Cost Reconciliation") the total Tenant Improvement Costs incurred or disbursed by Landlord hereunder with the Tennnl 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 clays of Landlord's written request therefor. 2.3.2 If the TI Cost Reconciliation Indicates that the Tenant Credit Amount exceeds die total Tenant Improvement Costs incurred or disbursed by Lnndhocl hereunder, then: (a) to the extent of ony 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 tie extent (list the TI Cost Reconciliation indicates that Allowance Amount exceeds the total Tenant Improvement Costs incurred or disbursed by Lonctlord hereunder (mry such excess the "Una ppl Ied Allowance Amount"). then Tenant shall have the right, exercisable on or before the first. (I 'I) anniversary of the Coinmcneenant Date to deliver a Disbursement Request (toVtior with all of tic other ilanis described In . • • inn 2.11 above) requesting: (i) disbursement of funds from the Unapplied Allowance Amount lot, (a) Tenant improvement Costs paid directly by Tenant; (11) disbursement of up to 3193,210.po (i.e., S10.00 per RSF in the Initial Pranniaes) from tie Unapplied Allowance Amount for FF&E Costs (darned below) Incurred by Tenant; and/or (iii) disbursement of up to 9h d i) (i.a., 8r, 00 per RSF In the Initial Premises) free die Unnpplied Allowance Amaunl for Cabling & Moving Costs (defined below) Incurred by Tenant; provided thin, for the avoidance of II Landlord shall have no obligation under this Section 2.3,2 or onhenvise to: (A) disburse any amount in excess of ilhe Unapplied Allowance Amount, (8) disburse more Limn the amount specified lit clause (it) above din FF&E Costs, (C) disburse more than dw amount specified In clause (iii) above for Cabling mud Moving Costs, (D) disburse any lands front the Unapplied Allowance /lnmunl for which Tennnl first requests disbursement on or killer (he Gist anniversary of the Commencement Date. "Fr&r% Casts" means costs Incurred by Tentin( liar Iurnhure, fixtures and equipment and cabling for the Premisos, aid "Cabling & lid uving Costs" means costs inculind by Tenant for cabling initialled in ilia Premises and or for Tcnant's move into the Promises. 2.33 Notwithstanding anything to the contrary in this Work Letter (or in any other previsions ul' this Lease), it' (he Allowance Amount exeeeds the tool Tenant haprovenetd Costs incurred or disbursed by Landlord hereunder plus any amounts disbursed to Tenant undur Section 2.3.2 above, Tenant shall not be entitled to any Credit against orabmemem of Rent. 30/ W0,1e Currrurllr—Clo, ofSatio i on Lease fixhibit C .00 R M • EXHIBIT 1A SECTION 3 CONSTRUCTION' DELIVERY OF PRENIJEC�t1B,BSTAN'('[p,l; COMPLETION PUNCH LIST ITCMS 3.1 Permits Landlord will cause Landlord's Architect and the Engineers to submit the Approved Working Drawings to the appropriate governments] entities and otherwise apply for all applicable building and other permits and approvals (collectively, "permits") (Irany) necessary or required (in Landlord's good faith discretion) for the Contractor, to commence, perform and fully complete the couslructlon of the Tenant improvements. Neither Landlord nor any Landlord Party shall have any obligedon or liability to Tenant if any permit (including, without dailuddon, any building permit, cart! (I011ie Oro ccupancy, or equivalent) is not timely or otherwise Issued, 3.2 Lnndlor)1'WgctectlonHilo llclendnnoftheconhactut. 3.2.1 Landlord shall submit the Construction Drawings for the Premises on a Bxed contract amount (or OMAX) basis to a general contractor selected by Landlord (the 4COntrartar" ), which Contractor shell 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 Ccllslm❑lion Drawings. Landlord reserves the right to designate lire subcontractor or subcontractors to perform particular trades (or components oF) the Tenant Improvements such as fire/life safety, FIVAC, structural and electrical work. 3.2,2 Landlord reserves the absolute right, without the need for consultation with or ilia consent of Tenant, to lenninate the Contractor for nonperformance (as determined in good faith by Landlord) and in such case Landlord may aelect another general contractor to complete the Tenant Improvements, Notwithstanding any provision of this Work Letter to the contrary, Tenant hereby wolves all claims against Landlord, and Landlord shall have no responsibility or liability to Tenant, on account of any nonperformance or arty 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 91720.2, the following shall apply: (a) Landlord shall require the Contractor to comply with (and to cause its subcontractors to comply with) prevailing wage requirements and be subject to restrictions and penalties in accordance with §1770 et seq. of the Labor Code which requires prevailing wages be paid to appropriate work classifications in all bid specifications and subcontracts, (b) Landlord shall require tie Contractor to Alrnish all subcontractors/employees a copy of the Department or Industrial Relations prevailing wage rates which Lessor will post at the Job site. For further information on prevailing wage: but):hnvivdlrcnaov/dIs/statistics roseavchhtnhl (a) Landlord shall require the Contractor to comply with (and to cause Its subcontractors to comply with) the payroll record keeping and availability requirement of§1776 of the Labor Code, (d) Landlord short require the Contractor to (and to cause its subcontractors to Lessor/cmhtraclor to) make travel and subsistence payments to workers needed for performance orwork in accordance with the Labor Code. (a) Prior to commencement of work, Landlord shall require tine Contractor to contact the Division of Apprenticeship Standards and comply with § 1777.3, § 1777,6, and § 17773 of the Labor Code and Applicable Regulations, 3.3 Delivery or praillisesi Substantial Com hlcliun Punch 1 list Items. 3.3,1 DeNYM of Premises. Landlord shall deliver ilia Premises to 'tenant upon Substantial Completion of tine 'fennut improvements. Subject to Landlord's obligations under this Work Letter (including Landlord's obligation to perform (or cause to be perfonnod) the Landlord's Work and to construct (or cause to be constructed) die Tenant Improvements in accordance with the Construction Drawings) and to all of Landlord's other express obligations under the Lease (including, under Sactloy 9 of the Lease), Landlord shall have no duty or obligation to Improve, or pay for any imprnvenioni for, the Premises or any portion thereof and Tenant shall accept the Santa in Its Tenant shall accept the Premises in its•,then existing condition on the Delivery Date, "AS -IS", "WITH ALL FAULTS", 3.3.2 ulrstantinl Completion. For purposes ortrls Lease, "Substantial Completion" shall occur upon (and the promises shall be';Substaruidly Complule" upmi) the substantial completion orconstructioit of Ito Tenant IinprovemenLs pursuant to the Approved Working Drmviugs, as evidenced by a "signotP' an the building permit card by an Inspector of the applicable governmental authority (typically the city In which the Building is located), with to exceptun of any Punch List Items (defined below) and any tenant fixtures, work -stations, built-in furniture, orequlpment to be installed by Teuanl or under the supervision al'Contractor. 3.13 hilleb List Items. Ailer the Substantial Completion by Landlord of the Tenant Improvements. repmsenatives of Landlord, Temilt Slid Lira Contractor shut[ completely inspect the Prcudses and complete n list (die "Pouch List') or all Punch List Items (dadned below). Authorized representatives ol'L.andlord. Tcnag and ilia Contr cior shall emouto said Poach List to Indicate their approval theteor. Landlord shall unuse the Contractor to coniplee all Punch List Items described on the Punch List as soon a't reasonably possible following tie epprovol ofsuch Puncli List. As listed huein: "ranch List Ilene" moms all items of construeflun which entail one or more details of construction. decoration, mechanical adjustment or installation that tin nor mntcrindy and ndversely effort the use and occupancy of tiny portion orthe Premises hlr the oral Conduct ofTenow's business. ON IV Ch�rr Canner Or-C7profS7ahr aim f.vuvc 3 Iixhihit C 80A-63 EXHIBIT 1A 3.3.4 Assfunment of Warn nib, Effective upon conhpledon of the Tenant Improvements, Landlord shall assign to Tenant all warranties and guaranties by Contractor ref ftfng to the Tenant Improvements, and Tenant shall waive (and hereby waives) all claims against Landlord relating to, or arising cot of ilne construction of, the Tenant hnprovements. C1O 4 TIMICI DELAYS 4.1 Thus, 4.1.1 Tin,c or the Essence in Thh Work Letter. Unless otherwise indicated, all references herein to a "number ofdays" shall menu and refer to calendar days. In all fnstanecs 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 speclffed herein, all references to a "roasonable period" contained in this Work Letter shall mean a reasonable amount of time to respond to die request or submission in question, taking into consideration all of the circumstances reasonably related to the amount of time required, assuming reasonable ditigenee; provided, however, in no case shall such period ever be less than five'(S) business days. 4.1.2 Time Doadlines. Tenant shall use its best, good faith, efforts End 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, mid, 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 kdans 4.21 Tenant Dclays, A"Tenant Delay" means any delay as a direct, indirect, partial, or total result of any act or omission of Tenant or any or Tenant's Agents, including, without limitation, any of the following; (a) Tenant's failure to timely approve any matter requiring Tenants approval hereunder; (b) any breach by Tenant or the provisions of this Work Letter or of the Lease; (a) any Changes requested by Tenant; (if) any requirement or 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; (a) changes to die Base Building andlor Building Systems required by the Final Space Plan, the Approved Woildng Drawings (or any Changes); (1) any unreasonable interference by Tiount or any ofTonant's Agents with the perfionnnnee of the Tenant Improvements; or (g) any other event speciEed In this Work letter to be a Tenant Delay, 4.2.2 Landlord Delays. A "Landlord Delay" means on actual delay us a result of any of the following: (a) Landlord's failure (I•or any reason other than a Tenant Delay or a Force Majeure Delay) to approve any matter requiring Landlord's approval under this Work Letter Mthin 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 perRummnca of any of its obligations under Nis Work Leiter; or (c) any other Failure by Landlord, which pursuant to the leans 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 offlia claimed Landlord Delay, within three (3) days of its discovery offs a claimed Landlord Delay, notify Landlord in writing of the existence cifthe claimed Landlord Delay and the probable estimated duration orsuch claimed Landlord Delay. 4.2.3 Force Nlnhaure Dcl{ry�s. A "Force rVlojeure Delay" means any; (a) actual delay attributable to any strike, lookout or other labor or tndusuial disturbance (whellier or not on the part of the employees or either party heroic) 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 Lsndlord 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 onemy, war, lemorfsm, riot, sabotage, blockade, c r embargo, (c) actual delay attributable to liglaning, earthquake, fire, stone, hurricane, tornado, hued, 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'renant or any Tenant's Agents (trchomed by Temunt) or gross nogligence or willRd misconduct of Landlord (ff claimed by Landlord), or (a) tiny delay due to any other similar cause beyond the reasonable control or the party Iran, whom perfomnmots is required, and beyond the reasonable control of'its contractors and representatives (including, without limitation, In the case of Tenant. the Tonert's Agents). Notwithstanding any provision of this Work Letter to the contrary, in die event [list uny party claims that it has sulibred a Force Majouro Delay, such party shall, as u condition of the effectiveness of such Force ]VIgjeure Delay, within three (3) days of discovery orthe scorer of such delay, notify the other party hereto in writing of the existence orsuch Force Majewe Dchay. the nature orthe steps being taken bysuch party to minimize such delay mid the probable estimated duration of such Force tvla�eure Delay, SEC.CION 5 0 ENEILI L PROVISIONS 5.1 Rem•esuntad'S - Tcunnt has designnted DEBORAH SANCNII2.. ECONOMIC DEVELOPMENT SPECIALISTIll as Its sole rcpresenuilve with respect to the matters set firth fit this Work Leiter, who, until further notice to Landlord, shall have full audhority and responsibility to act oil behuil'of the Tenant its required in tills Work Letter, Landlord has designated'I•ed Bischnk as Ila suit representative with aspect to the nmuers set froth in [Ills Work Letter who, until t'urther notice to Tenant, shall have fill authority and responsibility to ant on belmlfol• Ile Landlord its required in this Work Leiter 5.2 Tenant's Elmo tint, tile Pren,isw Yrin• to Substantial Crionlikilioll. Provided that Tenant m,d Tenant's Agents do not interfere In any vspuct with Canlroctor's work (at- perforninnce ol•the Tenant Improvements) in the Building and the Premises. Landlord shall allow Tenant reasonable access to the Premises tit least thirty (30) (lays prior to the Subsantial Congsletimn Ibr (he purpose ol• T'ennnt fnstolliiig over Silt If'('lire C'vnrer Or—CrovrJ'Sannr Arta /.elan 4 Exhlbil C EXHIBIT 1A standard equipment or fixtures (including Tenant's dale and telephone equipment). Not less than rive (5) business days prior to Tenant's entry as pehnfit ed by the taring of this Section 5.2, Ten nntshaII submit a schedule to Landlord and Contractor, for their approval, which scheduIa shell detail the thuing and purpose of Tenant's entry and the pailcular Tenant'a Agents involved, and a copy or any governmental permits and approvals required in connection therewith. Tenant shall f ldentnitj, protect, dolund and hold Landlord harniless from and ugalust any Claims resulting in any way from any such entry, 5.3 Tel AID t'I Aaents and Canstr ill Matters Tenant's Architect, the Engineers (If any) and all subcontractors, laborers, nmuterlalmen, and Suppliers retained directly by Tenant (collectively, 'Tenants' Agents") shall conduct their activities in and around the Premiseg, Building and the Project in a harmorahl relationship with all other subcontractors, laborers, moterialuil and suppliers at the Preurises, Building and Project and, if required by Landlord, all subeontmcloIs, laborers, materiaimon, and suppliers retained directly by Tenant shut all be union labor in compliance with dial master labor agreements existing between trade unions and the Southern California Chapter of the Associated Gencail Contractors of America. Subject to the provisions of Oils 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 hens 0Y encumbrances on the Building asserted or filed by any Tenant's Agent, (c) prior to any entry Into the Building by Tenantotic or any similar [tons Agent, evidence, in fame satisfactory to Landlord, compliance in full with the insurance requirements set ford, in light by °62" attached hereto, and ent Indemnify, defend, protect and hold Landlord harmless f}onm any Claims, Damages slid Costs asserted against or insured attached Landlord ( connection des the Construction Drawings, any act or omission of any Tenant's Agent, or in connection with Tenant's nnmpaymym of any amount connection out of the design or construction of the Tenant Improvements. Tenant shall comply In fill (and shall cause each of its Tenant's Agents to comply In filll) f with such construction rules and regulations as Landlord shall adopt from time to tine, 5.4 Tenant's Lease Defeat . Notwithstanding any provision to the contrary conthined to Oils Lease, if an Event of Default, or a default by Tenant under this Work Letter, hss occurred at any time on or berore the Substantial Completion, then: (a) in addition to all other rights and remedies granted to Landlord pursuant to die Lease, Landlord may cause Contractor to cease the construction 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 obligation of Landlord under the tamms of this Work Letter shall be suspended until sueh time as such default is cured pursuant to the terms of the Lease. NM IF'l Cealor M —1 a/'S,,M Anrt barge Exhill C EXHIBIT 1A I INI L Isf. Ifil N vO. u yr Lq4o17x*1 iWANOININSr_1 L� 1 SCWL )TILL "C-2" INSURANCE REGLIIRVYIEBTc General Covernnes. All or Tenant's Agents shall co ry worker's compensation insurance covering ail of their respective employees, end shalt also carry public liability Insurance, including property damage, all with limits, In form and with companies as arc required to be carried by Tenant as set forth ]it Article I I of the Lease. Special Coverages. The Tenant Improvements shall be insured by Tenunt pursuant to Article of the Lease Immediately upon completion thereof, All nfTenant's Agents shall entry excess liability mid 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 woticer's' compensation as required by Inw, and in form and with companies as ure required to be carried by Tenant as set forth in Article I I ofthe Lease, Gageml Terms, CertlOcatas for Hit Insurance carried pursuant la this &Jiedule "C-2" shall be delivered to Landlord before any entry Into the Project by Tenant or any Tenant's Agent. All such policies or insurance must contain a provision that the company writing said pollay will give Landlord lhhiy (30) days prior written notice of any cancellation or lapse of the effective date or mty reduction in the amounts of such insurance, In the event that the Tenant Improvements are damaged by any Tenant's Agents during die course of the construction thereof, Tenant shall Immediately repair the same at Tenant's sole cost and expense. Tenant's Agents shall maintain all orthe foregoing Insurance coverage In force until the Tenant Improvements are fully completed slid accepted by Landlord. All policies carried under this Schedule "C-2" shall insure Landlord and Tenant, as their Interests may appear, as well as Conn -actor and Tenant's Agents, All Insurance, except Worlcers' 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 oAter Insurance maintained by Landlord is excess and nanoontrlbuling 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. 401 IV'Clvlc Canrur pr—Girt, nfSmuu.Jnn Lunse schedule c 6l FOODYNIFOO EXHIBIT 1A EX141DIT "ll" RULES AND REGULATIONS Tenant shall falththlly observe and comply with the Following Rules and Regulations (including, but not llmltcd to the General Rates, the Parking Rules and the Rules ol'the Site (Corp acur's Wok)), Landlord reserves the right of any time to change or rescind any one or more of these Rules and Regulations, or to make such oharand Rather reasonable Rules and Regulations us in Landlord's judgment may From time to lime be necessary for ilia munngement, safely, care and cleanliness of die Premises and One Project, and for Ole preservation of good order therein, as well as for Ilia convenience of other occupants and tenants Illereiu. Landlord shall not be responsible to Tenant for the nonperformance of any orsaid Rules and Regulations by or otherwise with respect to We nets or omissions crony other tenants or occupants of the Project, Landlord may waive any one or more of these Rules and Regulations fir the benefit of any particular tenants, but no such waiver by Landlord shall be construed as a waiver orsuch Rules and Regulations in fnvor orally other tannin, nor prevent Landlord from lhereafterenforclog 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 ilia Premises. In ilia ensa of any conflict between these Rules and Regulations and the Loose, the Lease shall control. I. GENERALROLES 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 orthe Project without Landlord's prior Witten consent. A The sashes, snsh doors, slryligius, hvindows and doors that reflect or admit light and air Into the halls, passageways or other public places In the Project shall not be covered or obstructed, nor shall any bottles, parcels or other articles be placed on the windowsills. Neither the Interior not die exterior orally windows shall be coated or otherwise sunscreened without Landlord's prior written consent. If Tenant desires window curtains, tile same must be of such uniform shape, color, material and make As may he prescribed by Landlord. 4. Without Landlord's prior written consent (it) Its sole and absolute discretion), 110 sign, advertisement, notice or video shall be exhibited, projected, displayed, painted or affixed by Tenant on any part of the Promises or Project so as to be seen from the outside of, its Premises. hh the event or Tenant's violation or the foregoing, Landlord may remove die some without any liability and may charge the expense Incurred in such removal to Tenant. All Build"utg standard signs whether on doors, directory tablets or elsewhere, shall be inscribed, Painted or affixed Fir Tenant by Landlord at die expense of Landlord, and shall be of aalze, color and style acceptable to Landlord, 5. The bulletin board or directory orthe Project will be provided exclusively for ilia display of the name and location of "I'enant only; and Landlord reserves Ilia right to exclude any other names therefrom, and each and every name in addition to the name of'renant placed upon such bulletin board or directory, shall be subject to Landlord's prior written consent (and If approved by Landlord, -ail 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 fur any reason (except that on), such relocations or removals at Landlord's request, unless such request Is based upon Tenant's branch of the Lease shall be paid For by Landlord), and Tenant shell pay for the removal of any such listings or representations upon its departure firom its Premises, 6. All doors opening onto public Corridors shall be kept closed, except when being used for Ingress and egress. 7. Tenantslmll not mark, paint, dill or bore into, cut or string wires in, lay linoleum or other floor coverings, In, or hinny way dethce ally pall of its Premises or the Project, except with Landlord's prior written consent aid as Landlord may direct. 8. All keys shall be obtained from Landlord, No additlonnl locks or belts of any kind shall be placed upon any of the doors or windows by Tenht, nor shall any changes be made lit existing locks w the mechanisms thereof, Tenant must, upon the terminalian of' its tensity, give to Landlord nil keys pertaining to the Premises and the Project, and in the event of tine loss ornuy keys se inatiollo'its ten shall pay Lnnd lord the cost of replacing same or changing the lock or locks opened by such lost koy(s) If landlord skull d�Cm it Furnished. Tenant y ha make such Change. 9. No window or other air emhdidoning or healing units or other similar appa•mug shall be installed or Read by Tenant without Landlord's prior wriuen consent, 10, The water and wash closets And other plumbing Fixtures shall not be used Ibr, any purpose color than titaae far which they were constructed and no sweepings, rubbish, rugs or other substances shall be dual, therein. Tenant agrees to prevent the overflew or release of water Fom bnthrumus nr kitchens. including but not limited to toilers, sinks; kitchen appliances, and other water receptacles. All damages resulting firom ally ndsuse of the Axon-cs by, or overflow or release of water caused by, Tenant or its servants, employees. agents, visitors or licensees shall be burnt by Tenons. 11. Tenant shall; (a) clean and dry visible molslure on windows, walls, and ooicr surFAccs, including personal property as soon us possible. (b) rogulurly elemh and sanitize kitchens and other surfaoas where water, mokutre condensntien. end mald can collect shall be reguhrrly cleaned slid sanitized and (a) limit lire wafering of any indoor plants. 'Tenon( shall not obstruct ur impede 6-dsh Air supply to t'urnace, air conditioner or healer data, or regular air Flow and circulation throughout premises. Tenant shall report any of (lie t'ollawing to Landlord within I'urly-erght (48) noun u0cr Tenant first becomes Aware of the Sarno: (i) non -working ran, leaner, air conditioner or ventilation systems; (11) plumbing leak,. drips. mwaling pipes. and/or wet spats: (ill) overiluws 0,onh bothrouo, kitchen, or other I'ucililies. Including. Sal r{'Cirve Crnrcr fir—Clc n/'Srlatrr,-0nn Lrrrm ,t. (inhibit (i EXHIBIT 1A but not limited to, tubs, showers, shower enclosures, toilets, sinks, kitchen appliances, or other receptacles or water, especially in cases where die overflow may have permeated walls, floors, ceilings or fixtures; (Iv) water intrusion Into the Premises of city kind; (v) tiny 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; kind (vii) any others consistent with mold growth within toe Premises, 12. All removals from, on, carrying in or out of, the Project of any safes, freight, ilmtiturs, heavy or bulky matter or any description, must take place only prior to 7;00 AN. and/or after 5;50 P.M. an days otter than Saturdays, Sundays and holidays (no moving being permitted on Saturdays, Sundays or holidays without special pennission) and must be made upon the previous written notice to Landlord and under the supervision of'Landlord or its agom(s), and the persons employed by Tenant to pattern such work must be acceptable to Landlord. Tenant shall be responsible for any damage to the Premises and Project caused by or resulting tram any such activity, Landlord reserves the right to inspect all sates or other heavy or bulky equipment or articles to be brought into ilia Project and to exclude tram the Project all such heavy or bu Iky equipment at- 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 orthe phnvislons 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 Iremor 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 necesssry for the conduct ofTenant's business. IA. 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 die Premises for die 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 file menu Facture or sale of liquor or tobacco in any form, or as a barber or manicure shop. The Premises shall not be used for lodging or sleeping or for any immoral or Illegal purposes. 15, Tenant shall not make, or permit to be made, any unseendy or disturbing noises, or disturb or interfere with occupants or 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, er 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 bieyebs, vehicles or animals of any kind shall be brought Into or kept in or about the Premises, and no cooking shall be done or permitted by in die Premises, except that die preparation of coffee, tea, hot chocolate and similar items ror Tenant, its employees and visitors shall be penmitted provided such activities do not otherwise violate due Lease. Tenant shall not cause or permit any unusual or objectionable odds to be produced In or omanate.from the Premises. 17. There shall not be used in any space, or In the elevators, common corridors or public halls of die building, any hand trucks except those equipped with rubber tires and side guards. to, No vending or coin operated machines shall he placed by Tenant within the Premises without Landlord's prior written consent. 19, No person shall be employed by Tenant to do janitorial, maintenance, construction or similar work in any part of die Project without Landlord's prior written consent. Any person employed by Tenant to do janitorial, maintenance or similar work with Landlord's consent shall, while in the Project, be subject to and under 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 sets oFsnuh 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 retrain from or discontinue such advertising. 21, Canvassing, soliciting and peddling are not permitted In the Project, and Tenant shall cooperate to prevent same. 22. Landlord reserves the right to control access to the Project by all persons after reasonable hours orgenerally recognized business days and at all hours on Sundays and legal holidays. Tenant shall be responsible far all persons for whom It requests after -lours access, and shall he liable to Landlord for all sets end omissions al such persons. Landlord nssumtos no responsibility nod shall not be liable For any drainage resulting from'Ihe admission of any unauthorized person to the Project. 23. Landlord reserves the right to exclude or expel fl•ann the Project any person who, In due judgment of Landlord, is intoxicated or under the Influence of liquor or drugs, or who shall in any insurer do any act in violation of these Rules and Regulators, 24, 'I'enwt shall not suffer oV pcsnit smoking or currying of lighted cigus or cigarettes in areas reasonably designated by Landlord or by applicnth a governmental agencies as nonsmoking areas. 25, Tenant Shull comply with all safety, lira protection and evacunton regulations established by Landlord or any applicable gownunenud agency. 26, Tenant naaumc3 all risks from theft or vandalism and agrees to keep the Premises lockecl as may be required. IL PARIONG nUI.hS. 9dl Ii'Ch* 0wvr Dr- Oo• oJ'Snam era Leave -2. Hxhibit D L4O R M i� 11"-1Mrr_1 The following parking rules and regulations ("Patking Bules',) 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 eniployees)ofthe Parking Facilities, 1, Parking areas shall be used only for parking vehicles no larger than full size, passenger mtamobiles herein called "ZgCli]lIIcd sh, Vehicles." Vehicles other than Permitted Siae Vehicles are herein nefrlred to as "Overeiz,_d Ve�ig;;t," 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, ar parked in areas other than those designated by Landlord for such activities, J. Parking stickers, access cards or identificad011 devices shall be Ilia property of Landlord, and shall be returned to Landlord by die holder thereof upon termination of the holder's parkbig privileges. Tenant shag pay to Landlord refundable depasks on such devices as reasonably established by Landlord from time to limo, Tenant will pay such replacement charge as is reasonably established by Landlord for tie 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 miss, regulations, laws and/or agreements and/or to (b) revoke the right of any such party (that willfully refuses to comply with Ilia applicable noes, regulations, laws and/or agreements) to use the Parking Facilities, S. 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 offike locatien(s), and to reasonably allocate them between compact and standard size spaces, so long as the some complies with applicable laws, ordinances and regulations. 6. Users of the parking men will obey all posted signs and park only in die 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, Ife3hiblished, will be permissible only bYinich method ormethods as Landlord and/or Its licensee may establish at miss generally applicable. 9. The Parking Facilities shall be used only forparking Petniiited Size Vehicles. The maintenance, washing, waxing or Cleaning of vehicles in the parking structure or common areas of the Project is prohibited. Tenant shall have no right to install any txtums, equipment or personal property (other than vehicles) in the Parking Facilities, nor shall Tenant make any alteration to the Parking Facilities, to. Tenant shall be responsible for seeing that all of its employees, agents and fily4cas comply with all applicable parking rules, regulations, laws and agreements (including, without limitation, these Parking Rules). if. Such Parking use is is herein provided is intended only os a license and no bailment is Intended or shall be created hereby, 12, In no event shall Tenant or its employees park in reserved spaces leased to other tenants, or in stalls within designated visitor perking zones. 17. Tenant shall, upon raquesl of Landlord fivm time to time, furnish Landlord with a list of the names of its (mid its Transferee's) employees and vehlate license plate mothers. 14, Persons using Elie Parking Facilities shall observe all directional signs and arrows and any posted speed limits. Unless otherwise pasted, in no event shall the speed limit of five (5) miles per hour be exceeded, All vehicles shall be parked entirely within painted stalls, and no vehicles shall be parked in areas Which are posted or marked Its "no parking" or on romps, driveways and aisles, Only one (1) Permitted Size Vehicle may be parked in a parking space, in no event shall Tenant interfere with tie use and enjoyment of the Parking Facilitiesrmit ed other tenants of the Building or dicir employees or invitees.by 15. Should any parking spaces or privileges be Elicited by Landlord or Tenant, either oil a reserved or unreserved basis, Tenant shall not assign or sublet any cl'those spaces, either voluntarily or by operation of low, without the prior written consent or I.andlord, except In connection with an authorized assignment ofthis Lease or subletting critic premises, 16. Tenmt agrees to notify its employees and visitors (and Its Transferees) ol'the requirements ol'thesc Parking Rules as the some are nhodified front time to time, and assumes responsibility for comptnnce by its employees and visitors (and its TrunsPerees, and their oil ployees and visitorand/ors) Willi Parking Po Facilities anyRules veh vehicle parked hi violationortheseOol tParking Ruleto thnQ s, and/orauthorizes auncLandlord iolation tOW away stickers orrnotioashe lto'tlose vehicles. III. RULES OF'I'NL SITE (CO1qTR.AC'FOJ1,S woRit), The following rides and mgulutions shall apply to any work perlbnned at Elie project by or under the direction of Tenant or ally other Tenant Petty. Bal'ure cunmtencemcnt of any such wurk,'I'entrnt shall deliver n) I.;mdlord a copy of these Rules of the Site (Cnnrractor's 1Vork) executed by the contractor(s) perfhrmlog such work. I, The I'niluwing Rides of tiro Site I'ur C'nnlractor"s hark ("RUles ol'the she") shall govern the operation of Contractor and Conlmcmor's subconavetors. 9"ha ternhs "Owner"and "Owner's Representative" are the scone fnr pwpnses ni'this dccumcnt (and where used, rater In the Landlord). sol IVChdc Center or—Cioi nJ'Snnht Ann Lese ,3, Hxhibit D 80A-71 EXHIBIT 1A 2. Within a reasonable lime 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 drnwiogs approved by Owner and subsequently by the City In which the Building Is located. [4- A fully executed Indemnity Agreement (To Be Provided by Owner Upon Request). C- Certificate of Insurance Ina form approved by Own or executed by Insurance camps nice acceptable to Owner, D- A fully executed Notification -Rules fur Contractors (To Be Provided by Owner Upon Request). B- A job schedule orthe work to be accomplished, detailed by trade. P• A complete list of all proposed Subcontractors and suppliers. Owner must approve ail contractors and subcontractors before commencement o f their work. 0- The name and phone number (including emergency phone numbers) orpersonnal who are authorized to represent Ilia Contractor. 3, No revisions or changes army 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 Omer in the form of a change order, for Ownm^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 forrevlew, and approval prior to commencement orwork• 4. AU 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 con Blcl will be rescheduled by the Contractor to auch time as approved by Owner, Additionally, Ovnnersholl have no [(ability for any costs or expenses incurred by Contractor (or TenanI) in connection with such rescheduling. 5. Contractor and subcontmouirs shall employ persons and means for the orderly progress of the work without interruption on account of strikes, work stoppages or sinaflar causes of delay, Additionally, Owner shall have no liability for any costs or expanses Incurred by Contractor (or Tenarn) 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 or Contractor's expense. Contractor must, on u daily basis, remove all rubbish, surplus and waste material resulting from the performance of his work. Al the request of Owner, Contractor shall relocate any materials causing an obstruction as directed by Owner. Contractor will not be allowed to pines a dumpster on site on a continuous basis during construction, Important note: The placement and location orrubbish dompsters And hire must be approved in advance by Owner. S. In general, Owner will Interface with Contractor to the extent necessary for work to be completed within Ore guidelines of project specifications and for the enforeenient 0rbuilding rules and regulations. 9. Contractor will make arrangements for unloading, trash removal and hoisting after normal working hours due to the local city Arline ordinance, (No such activity will be allowed between the hours of 10:00 p.m, to 7:00 a.m.) Al no time will the Conti -actor be given exclusive reserved use afihe freight elevAtar unless applied for by Contractor and approved by Owner. Contractormay be afforded access to [onding dock space and hoisting facilities far limbed use stanch time during normal working hours as is prearranged with Owner, or at othertimes, with the consent ofOvvner pnJ upon paymcniorovmces prevailing toe forager -hours use and access. to. Contractorwill be afforded unloading areas as prearrnngud with Omer. All materials unloaded at dsese areas will be moved to an twee of use Inrmedlately and shall not be stored or used in away which adversely impacts use ofthe Building, ill Contractor (and Tenant) will be responsible for the security Arita own materials, equipment and work, and that of his subcontractors. Contractor will also be responsible for duninge caused by Contractor or its subcontractors to die Project, Building Lower [client areas, including. but not limited to the loading dock and indoor and outdoor public areas, freight elevators, etc. Any such damages will he promptly repaired to the Owner's satisfaction at sole cost of Contractor, 12, Contractor will comply with all applicable codes, laws and regulations pertnfning to the work ol'Conunclur, including all safety and health regulations. The Contractor shell supply Ilia Owner with a Master List or all Haznrlous Materials and their Material Safety Date Sheets (MSDS) upon delivery to lhejob site. A discussion will then ensue pertaining to the safe storage, handling and use ofthese materials, as well as In Contractor's emergency preparedness plan Air handling the containment and cfeon-up of potential Nnzardous Matcrfat spills, 13. Contractor will not engage In any labor practice that may delay cur otherwise impact the work rf Owncr or Any other contractor. 14. No bass building systems will be turned oil' or disengaged by Cutil motor or any subcontractor without prior written approvnl and Supervision by arepresentnlivuuromeroheagent. Said systems include but are not. limlledtosprinklers, electrical circuit,,nir-hundling units, smoke heads and wmer supply. Building electrical power shut -downs are allowed, with the prior written consent oroiwner, on Satunlays between 10:00 p,nt. and 5:00 a.m. only, A request for approval shall be made to the property Manager lit Inns[ ten ( (li) days in advance. W iVClrrr Confer•Br—Cie, af.SSmonlnrr Lewis -4- fixhibil D 80A-72 EXHIBIT 1A I5• Doors to all work areas, Including stairwells and nteobanical and electrical claims, will remain closed at all time. propping doers open is expressly prohibited. 16. All Contractor and subcontractor personnel, materials, tools and equipment are to enter and exit the Buliding through the service elevator only. Owner may, at any (isle initiate a check lydcheek out system, or a badge system, for oil people and malarial in the Building and the Contractor will agree to cooperate Willi any such system. 17. Before ordering material or doing work which is dependent upon proper size orinstalk(ion, Ole Contractor shall field verify all dimensions Air accessibility with building conditions, and shall be responsible for same• 18. Contractor shall not permitted any identifying signogeoradvertising within the prgjectorBuilding. 14. 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 slid prep -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 flee 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 end the other Owner Parties &am end against any and all claims, losses, or damages, threatened or Incurred, arising from (lie 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 Bill iding or the Integrity of any of components or systems. The work is to be done only with One explicit written permission of the Properly 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 he promptly repaired and returned to a fully tbnetioning, complete, and clean condition. 26• All work is to be done to a minimum standard of quality as required by the Base Building Drawings and Specifications (to be made available by Owner upon request). It Is the responsibility of Hie Contractor to be fully knowledgeable of die Base building Drawings and Specification$. 21, All Life Safety Systems for the Building are to be maintained, nod all of the Tenant's wick is to he properly interfaced with and connected to the Base Building systems as required by Laws, m- 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 "fo rese in" and the Property Management Office must be notified at least 24 hours in advance. Costs for false fire Sienna duc to contractors' or subcantructors' negligunce will be billed to and paid by the Contractor. All li far-safey systems testing must be per formed on an "after-hours" basis unit coordinated with die Building Manager. 28. When work is perfbrmed by Contractor or subcontractor, charges will apply for additional services per Formed by Owner which may include, hot are not ueccesmily limited to die following: A- overtime or after-licairs elevator usage B . ut(lity usage for construction activities beyond standard power And water used it] connection with general office uses C • exile and continuous clean-up of devaturs and public spaces as required due to coos niction activity; Contractor to provide Ole usual protection of existing improvements, end exercise care slid good sense D • extended or after-hours use of tile lending dock 29. [it addition to cleaning requirements described above, Contrautar simli, in prcpantion for substantial completion or occupancy of the prglect by Tenant, pe•i'onn final cleating Or Cnntmctor's Work. X When Contractor takes over tic area h'nm the Owner, before conuncocing won Catu Actor shall nscelubi that the area is in a safe oar! Suntory condition, and maintainthe area as nccessury (lit its sole cost end expense) in a safe Ind sanitary condition and to n standard meeting all applicable Imes and regulations. 31. Ownor requires job progress meetings• Tile Contractor will attend with a representative aulhorized ]n speak unit act on the Contractor's behalf. Addirinnally.[lit Contractor shall notify the l7wncr of scheduled job progress meetings. 01 rl' Chic Cenhv fro—C71p nJ'Snnnr; turn reuse -S- Exhihil U EXHIBIT 1A 32, All work or on -site activity during wn•nurmsI working hours n,13 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 romdlosvcd, 35. Failure to perform work in a manner consistent with the above stnted Raise of the Site may result In Inanedible work stoppage by Owner, Owner shall have no liability for any costs or expenses Incurred by Canb'nelar 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 Rates of the Site shall became effectiva upon delivery to Contractor or publication by posting at die project site, whichever is earlier. 37. General contractor and subcontractors' vehiclesparking must be in areas designated by the Building Manager at the Contractor's expense. Acknowledged and Agreed By, Date; MI III Orle C'dinre Dr— 476• ofSanrn,lsn Lease •6. Gxhibit D • ' 1 I L� MMm H-. Wi/_1 CXHIBIT "E'' A DD I"riONA L RENT finiti m , 1.1 •`Buse Yaur" means the calendar year specffled in 11em 5 I of the Basic Lease Provisions, 1.2 "Expense Year" means each calendar year in which any portion of the Tenn or this Lease falls, through and including die calendar year in which die Term of this Lease expires. 1.3 "Ptroparly 'faxes" means all real property taxes, assessments, fees, charges, or impositions and odiar similar governmental or quasi -governmental ad valorem or other charges levied on or attributable to the Project or Its ownership, operation or transfer crony and every type; kind, category or nature, whether direct or Indirect, general or special, ordinary or extraordinary and all taxes, assessments, fees, charges or shi lla• Impositions Imposed in ilea or substittidOn (partioily or totally) of the same including, without Radiation, all taxes, assessments, levies, charges or Impositions: (a) on any Interest of Landlord or any mortgagee of Lend lord In the PreJeci, the Building, lb Premises or 1n this Lease, or on the occupancy or use orspace In the Project, the Building or die Promises; (b) (0) 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 land charges; (d) Imposed for street, refuse, police, sidewalks, are protection and/or similar services andlor maintenance, whether previously provided without charge or for a of fferent 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 andlor services provided by governmental or quasi -governmental agencies; (a) on any possessory taxes charged or levied in lieu of real estate taxes; and (f) any costs or expenses incurred or expended by Landlord In Investigating, calculating, protesting, appealing or otherwise attempting to reduce or minimize such taxes. There shall be excluded from Property Taxes all income taxes, capital stock, inheritance, estate, gin, or any other taxes imposed upon or measured by Landlord's gross Income or profits unless tie same Is specifically included within the darinitlon of Property Taxes above or otherwise shall be Imposed in lieu of real estate taxes or otter ud 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, rosteradon, management, replacement or repair of (he Project: (a) Pmmh nhs for property, casualty, Ilabilky, rent interruption, earthquake, Flood or other types of insurance carried by Landlord dram time to time, and any deductibles thereunder actually paid by Landlord with respect to die Project. (b) Salaries, wages and Odor amounts paid or payable for personnel (including, without limitation, die Project manager, superintendent, operation and maintenance staff, the Parking Fncilfties manager, concierge (if any) slid other employees of Landlord) Involved in the maintenance and operation or the Building or the Project, including cotru9butions and premiums towmds fringe benefits, unemployment taxes and Insurance, social security taxes, disability and worker's compensation insurance, pension plan contributions and simdar Premiums and contributions which may be levied on such salaries, wages, compensation and benefits and the total charges crony independent conh'actors or property managers engaged in die operation, repair, care, mafnteniince and cleaning of any portion of the Building or the Project. (c) Cleaning expenses, including without linhtta[ion,Janitorial aervlces,window, clearing, and garbage and refuse removal. (d) Landscaping and horoscope expenses, including without Limitation, irrigating, trimming, mowing, fartilizing, seeding, and replacing plants, trees and hardscape, (a) T'Ihn cost of providing fuel, gas, electricity, water, sewer, telephone, steam anti other utility services. (0 The cost of moinlaining, operating, restoring, renovating, managing, repairing and replacing cmnponents orequipment or machinery, including, without limitation, hooting, refrigeration, ventilation, electrical, plumbing, mechanical, elevator, escalator, sprinklers, fire/lifesnfety, security And energy management systems, Ineludingservicc contracts, ma in tell once contracts, supplies and parts with respect thereto. W 1'I1e costs of providing access control services for, and supervision or, the Project. (11) RentaLsupplies ared athercosts with respect lotheopa'ntfonof(he mnnogementofdcctarthe anflding. (I) All cost And reel for licenses, ctedficalas, permits and inspections, slid the cost incurred in connection with the iinpiente"AdOn Ora n'ansportation system nhnnagement program or sfmllor program. (1) Thu cost orreplacenicnl, repair, acquisition, installation and moditicntion or: (A) capering end wall coverings, ceiling systems and fi.xnims in lho Common Areas, and otter 'unnishings in the Common Areas, (B) mnlerialti; moss, supplies and equipment putvhased by Landlord which are used 1n the manitenntice, operation And repo it, 01, the Project, and (C) tiny adie r form 0r iniprevemet[L5, addi( lons, repairs, er replacements m 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 clauscs (A), (11) and (C) above which Constitute a capitol item, addition, repair' or improvement (collectively "Capital Items") under sound accounting and proporiv management principles consistently applied and deternitnod by Landlord, in each case the cost Of such Capital Items shall he amortized (with fnteresL at the lnterax Rate) over the usetiil fie (the "Useful :.ire") of such Capital Ilan, as determined by the Landlord in accoid;noe with sound accounting and property management principles consistently applied or Each other period as shall be consistent with instlhnionnl Owner Practices. (k) nd repair', is Project, and consultants' ree,c gild expenses in connection with the management, Operation, adminisu'adon. maintenance and repair ol'thc Project, him "oil iug. but not United tin, such expenses that relate to seeking or obtaining reducl jut ts in or 401)VOtir Center br— Q1, oj'Sanrn A tilt Ldes¢ -I. fahihil E EXHIBIT 1A refunds of Property Taxes, or components thereoF, or the costs of con tea ling the validity of applicability of any governmental enactments width may affect Operating Expenses. (1) Fees for the odministration and mmragemeat of die Project ht An amount equal to throe percent (5%) of the gross revenues of Ilia project (which shall be grossed by Landlord up to one hundred percent (100%) occupancy on an annual basis), without regard to whetlier tail ftea so paid are greeter or less Ono such amount. (1n) Sales, use find excise taxes on goods and services purchased by Landlord for the management, maintenance, administration oroperat(en of the 9vildlag or the Project, (n) Fees for local civic organizations and dues for professional tradeassoofAtions. (a) Payments under any covenants, conditions and restrictions pertaining to the Project or any easement, license or operating agreement or similar instrument which effects 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 One Effective Date) h) require abatement mufti, remediation under applicable Environmental Laws. (q) The costs of repairing, restoring and maintaining the Perking Facilities of ilia Project, including, without limitation, Ole resurfacing, restrfping and cleaning of such f scliltles. (r) Any costs, feet, amounts, disbursements and expenses which are generally Included In Operating Expenses under Intl hdlanal Owner Praatieea. 115 The following costs slid expenses shall be excluded front Operating Expenses; (a) expenses relating to lensing space In the Project (Including tenant improvements, leasing and brokerage commissions and advertising expenses); (b) le gel fees End disbursements Incurred for col lecdan of tenant accounts or negotiation of leases, or relating to disputes between Landlord and other tenants and occupants of the Buiiding; (a)" Capital items unless specifically permitted by Section IA of this Exhibit „E' parts (a) through (r), inclusive•, (d) Ptroperty, Taxes; (a) amounts received by Landlord on account of proceeds of insurance to the extent die proceeds art reimbursement for expenses which were previously included In Operating Expenses; (Q except to the extent specifically provided In azction I ofthis Exhibit "01 paMs (a) dvnagh (r), inclusive, depreciation or Payments of principal and interest on any mortgages upon the Project; (9) payments a fground rent purattAnt to any ground lease covering the Project; (h) subject to SecOcni 2 of' this Exhibit "E" die costs or gas, steam or other fuel; operation of elevators and security systems; heating, cool Ing, Or 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 odicr tenant or occupant In the Project whirl' either (a) is not required to be supplied or furnished by Landlord to Tanmtt under the provisions of flils Lease or (b) is supplied or furnished to Tenant pursuant to the tenets of this Lease with separate or additional ohargo; (i) file cost of the Landlord's work; and �) any cost expressly excluded train Operating Expenses in an express provision contained in this Louse, Idr "Excess Operating Expenses" menus, with respect to any Expense Year, the positive excess, if any, of Operating Expenses if lucoble heed to such Expense Year over Opcinting Expenses fil locabie hereunder to the Ease Year, 1.7 "Excess Piro party Taxes" menus, with respect to any Expense Year, the positive excess, If any, of the Property Taxes allocable hercmader to such Expanse Year over the Property Taxes ullcenble hereunder to the Basa Year. 1.8 "I'Allalit'x Perecntrgc Share" nhcans the percentage set f'm4h in Jhnr 5.3 of the Basle Lease Provisionst provided, however, that Landlord raservus the right from time to time during the Torn of this Lease to recalculate 'Tenant's Percentage Share, in which case Tenant's Pecentage Shure shall he calculated by dividing the number orsqunrc feet ar Rentable Area in the Premises by the number of s p are feet of'Itentablc AND in the Project, and expressing such quotient in the fans era Percentage. C'rticulnl'mt 6l etimd And Ad loshnenl , 3,1 'Ilia vnriuble cmnponetlm of OpQria ing Expanses (" Var(n ble Expenses") liter all ill' any portion of Any Expense Yei (including the Base Year) during which retail occupancy of the PnIjeci is less than one hundred percent 1100%) Orin Rentable Area at' the Projcet shall be odiaated by Lnndiord. as determined in good Niah by Landlurd applying sound accounting and property mnnagenionl principles (and the provisions 801 r1'Clrle CLerse .Z Exhibit E EXHIBIT 1A or lit is Lease) to raged are hundred percent (100%) occupancy of tha Renlnb[a Area of the Project during such period. Irduring all or any part or any Expense Year, Including the Base Year, Landlord does not provide any particular item of benefit, work or service (the cost or which Is a Voriable Expense) to portions of the Project duo to 0he fact that such item of benefiI, work or service is not required or desired by the tennnt or such space, or such tenant is Itself obtaining and providing such Item orbcnefil, work or service, or for any other reason, than for purposes of computing VaiabIs Expenses for such Expense Year, Operating Expenses, as opplicable, shall be increased by on amount equal to the additional Variable Expenses which would have been paid or incurred by Landlord during such period Iril had furnished such item of banelit, work or service to such portions or the Project. 2.2 Subject to the provisions or this Section 2 of (his Exhibit Ile, 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 or 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 io the Building (for example, retail tenants) to reflect Landlord's good faith delemihnudon that measurably different amounts or types of services, work or benefits associated with Operating Expenses, us applicable, are being provided to or conferred upon such classes or groups. All discounts, reimbursements, rebates, refunds, at, 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 difTwent basis, Landlord shall have the right to exclude him Base Year operating Expenses the oout of items of service, work or benefits (I) not provided tbllowing the Base Year, (hi) 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 (iif) amortized costs relating to capital improvements, 2.3 If any Property Tax Reduction (defined below) applies with respect to nay Expense Year (other than the Base Year), then for purposes of calculation of Excess Property Taxes for such Expense Year, Property Taxes allocable to the Base Year shall be reduced by an amount equal to the corresponding Base Year Tax Reduction, A "Property Tax Reduction" means, with respect to any Expense Year (other than the Base Year) the amount (if any) by which Property Taxes are reduced'as a result of tiny reassessment or under or as a result of application or operation of Proposition g or any other similar governmental actor Law. A "Base Year Tax Red little It means, with respect any Expense Year to which a Tax Reduction applies, and with respect to any particular Property Tax Reduction, an amount equal to the Property Tax Reduction, unions, In die case of any Expense Year after the first year to which the applicable Tax Reduction applies, the cumulative amount by which Property Taxes have Increased (following the first Expense Year to which the applicable Property Tax Reduction applied) as a result of application of the annual percentage increase (presently up to 2.0%) in Property Taxes that is allowed tinder Proposition 13 (or any substitute therefor hereafter adopted), 2.4 As of die date of this Lease, Tenant pays Additional Rent under Section 4,2 of the lease based on the Operating Expenses and Property Taxes for tine Project, If tie Project at any time contains more than one building (or one or more tax parcels), Landlord shall have die right, from lime 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 oral I of the other buildings of the ProjeoL In such event, Landlord shall reasonably determine a method of Eduardo such Operating Expenses and/or Property Texas attributable to the Building (or the tax parcel on which the Building is located) and/or such other building(s) (or such other tax parcei(s)) of the Project to the Building (or tax parcel) End(or such other buildings) (or tax parcel(s)) and Tenant shall be responsible to?- paying its proportionate share of such Operating Expense and/or Property Taxes which are allocated to the Building (or the lax parcel on which it is located). Landlord shall also have the right, from "Me to time, to require Tenant to pay Tenant's Percentage Share of Operating Expenses and PropertyTaxes based solely on die Operating Expenso and Property Taxes for the Building (End the tax parcel on wlhicn It is located). 3. Payment Procedure, Estimates. During each Expense Your, Landlord may elect to give Tenant written notice of its estlmatc or any amounts payable under Section 4.2 of the Lease ("Section 4.2 Additional Rent") for that Expense Year. On or before die first day of each calendar month during such Expense Year, Tenant shall pay to Landlord one•Iw•elfih (1/l2ib) of such estimated amounts; provided, however, that, not more often that quarterly, Landlord may, by written notice to Tenant, revise im estimate for such Expenso Year, End all subsequent payments under this Section of this Exhibit it .F".',by Tenant for such Expense Year shall he based upon such revised estimate. Landlord shall endeavor to deliver to Temml within one hundred fifty (150) days after die close of each Expenses Year or as soon thereafter as is practicable, u statement of that year's Property TExes, Operating Expenses, and the amount of Section 4.2 Additional Rent for such Expense Yeaq as determined by Landlord (the "Landtord's Shilemcm"), and such Landlord's Statement shall be handing upon Landlord and Tenarl; except as provided in Sagtio_ n 4 or Lids Sdilbit " If the Landlord's Sentiment Indicates that (or it' it is linally determined pursuant to Section of this Exhi it „E, dint) the amount of Section 4.2 Additional (tent payable with respect to any Expense Year: (a) is more than file estimated payments or Section 4.2 Additional Rent made by Tenant with respect to such Expense Year,'1'cncht shall pay the deficiency to Landlord upon receipt or Landlod's Statement or is less don lbe estineted payments OF Section 4.2 Additional Rent shade by Tomi t with respect to such Expanse Yew, such excess payments shall be credited against Rent next payable by Tenant under this Lease for, if i le `tarsi oflbis Lease ties expired, shall be paid to Tenant). Amounts payable by Tonam as Section 4.2 Additional Rent with respect to any Expense Yenr that includes less than an Entire calendar year shall he prorated oil the basis that file number of days in such Expense Year bears to 365. The e,,phntlun or early termination of this lease shall not Effect the obligations of Landlord and Tenant pa•sunnt to this Section 3 of this Exhibit "E" to be performed after such expiration or curly tunniuutiun. 4. Review orLuatllord'x St•nemenh Provided that Tenant is not then In default with respect to its obligations tinder this Loma and provided further that 'Tenant strictly complies with the provisions of this SQclion 4 or this Exhibit "r" Tenant shall have the right, at Tenam's sale cost sad expense, to reasonably review Landlord's supposing books and records (m Landlord's manager's corporate Offices) for ally portion orthe Property Taxes or Operating Expenses ror a particular Expense Year covered by Landlord's Statement, in accordance with die procedures set forth in this Sct;Liurt 4 orthis Exlui> t' 't „�•,"'. `tenant Shull. within sixty 160) days after any such Landlord's Statement Is delivered to Tenant, deliver u Written notice (s "Dispute Nulled") to Landlord specifying tine items described in the Landlord's Statement that are claimed to be incorrect, and 'tenant $1,011 simultaneously pay to Landlord all amounts specified In the applicable Landlord's Statement (to die extent not previously paid), The right of Tenant under this Section 4 or this Exhibit "E" may only be exercised once t'or catch Expense Year covered by any Landlord's Statement, and Ir Tenant 1'uiis to deliver n Dfspute Notice within the sixty (60) city period described above or tails to meet any of the other above conditions of exercise of such right. the right 0I'Tonanl to audit It particular Landlurd's Statement (aid all of Tenant's riglits to make any claim relating thereto) under dais Scotto 4 S91 N'C7uk Crurur br-C'lry rt(SurNrr.l tan Lean .3- Exhibit P. 80A-77 EXHIBIT 1A or this Exhibit ° "shell nufontalicaIly be daunted waived by Tenant, At review or records under this Scadon d of this FAhlbIt "E" shall beet the mole expense of Tenant, shelf be conducted by independent carlifted public accountants of national standing which are not compensated an a contlageney fee orsimilar basis refitting to the results ofsuch audit and shall be completed within sixty (60) days uRar Landlord provides Tenant with nccess to Landlord's supporting books and records. Tenant acknowledges and agrees Omt any records or Landlord reviewed under this, eclljou 4 of this Exhi I " (and the information contained Ihereln) constitute confidential Inrernation or Landlord, which shall not be disclosed other than to Tenant's accountants perronning the review and principals of Tenant who receive the results ofthe review, If Landlord disagrees with Tensnl's contention that an error exists with respect to the Landlord's Statement in dispute, Landlord shall have the right to cause another review of that portion of Landlord's Statement to be made by a firm or Independent certified public accountants of national standing selected by Landlord ("Landlord's Accountant'), In the event of a disagreement between the two accounting firms, the review of Landlord's Accountant shoo be deemed to be corral and shall be conclusively binding on both Landlord and Tenant, In the event that It is finally determined pursuant to Oils Section 4 of this Exhibit " that a particular Landlord's Statement ovinitated Operating Expenses and Property Taxes with respect to the applicable Expense Year by more than ten percent (M), Landlord shall reimburse Tenant for the reasonable cost of Tenant's accountant. In all ether cases, Tat nil shall be flablie fort-andlord's Accountant's actual fees and expenses. 8BI WCide C'Nllrrl' Ur—(7p' alSanca Ana Lease 4- 17.0 hk 1. FOODIAWOO EXHIBIT 1A EXHIBIT "F„ SERVICES AND UTILITIES The services and utilities to be provided by Landlord ore as Follows: 1 ElevitnrService. Non -attended Automatic; elevator service. 2 HVAC. Subject to all governmental Laws, rules, regulations and guidelines applicable Iha'ato, HVAC to the Premises during Business Hours (dellned below), which In Landlord's good faith judgment, is required for ilia comfortable use and occupancy of the Premises for general ofilco use. Alter Hours HVAC (defined below) may be provided to the Premises upon request by Tenant. Tenant shall pay to Landlord the After !•lours 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 therelbr. Tanant 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 fimcdon due to: (a) arrangement orpartlllouing in the Premises or changes or alterations thereto, (b) any use by Tenant in any portion of the Premises of hea -lionerating machinery, or equipment other than normal office equipment, or (c) any occupancy of any portion of the Premises at densities above customary general office levels. "Business How•s" means 6:00 AM, to 6A0 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 observollon or any Holiday (defined below), "Holiday" means see]' of New Year's Day, independence Day, Labor Day, Memorial Day, Thanksgiving Day, and Christmss Day, and at Landlord's discretion, any other state or nationally recognized holiday that is selected by Landlord acting consistently with Institutional Omer Practices. "After Hours HVAC" means any }HVAC that is provided to all or any portion of die Premises at the request of Tenant outside of Business Hours. The "After Hours FTVAC Bate" means the Landlord's prevailing charges for supplying After Hours HVAC to the Premises, which as of die Effective Data is $65.00 per zone (or partial zone), per hour torrential hour), subject -to a two (2) hour mhiinmm. ccl •i 3.1 At all reasonable times, electric current its required for Building Standard lighting and fmctional horsepower office machines and adequate e)ectraid facilities for connection to the lighting fixtures and Incidental use equipment of Tenant; provided (hat Tenant Shull be responsible for distribution of electrical power from tine electrical panels located on the floors) of the building on which the Premises is located. Subject to Section 33 of this FrUbit "F': (a) the electricity so Famished 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 elecudcity so furnished for Tenant's lighting to be at a nominal one handrail twenty (120) volts and with no electrical circuit for die supply nraucll lighting to require a current cupncity, exceeding twenty (20) amperes. 3.2 Notwithstanding any provision of this Lease to the connnry: (a) Tenant covenants that its use of electric current shall never exceed file capacity of tine feeders, risers or electrical Installations of the Building or the Project, (b) the total connected electrical load for Tenant's incidantal use equipment within the Premises shall in no case exceed Landlord's per usable aquae root slonda'd, and (c) the total canceled electrical load for Tenant's lighting fixtures within the Premises shall in no case exceed Landlord's per usable square real standard. In addition, if Tenant's actual consumption of electrical power in die Premises, as determined in good faith by Landlord pursuant to such measurement method or methods us Landlord shall employ from time to time (indluding, without Iltililnden, the use orsubmeters and/or pulse meters, electrical surveys and/or engineer's estimates) exceeds the Electrical Power Consumption Threshold (dellned below), Tenant shall pay to Landlord, as Additional Rent In addition to Chase Costs otherwise payable by Tenant pursuant to Article 4 the suit% of: (1) Landlord's actual direct and indirect costs of supplying Stich eauesa consumption, including, wRhout limitation, all taxes thereon, and the cost of additional wear an Building Systems resulting from such excess consumption, (ii) all of Landlord's costs of monitoring and measuring such excess consumption and (111) Landlord's reasonable administration foe thereon. Tine "Electrical Power Consumption Threshold" means, for any reasonable calculation period determined by Landlord, the Landlord's nondiscriminatory per usable square root standard for electrical consumption (which is intended to represent the average rate of consumption (a kW per usable square roof basis) during Business Hours, o ran overage gene•nl office Icnmnt or the Building). 3.3 Without Landlord's consent, Tenant shall not install, or permit the installation, in the Premises orally lighting, computers, word processors, electronic data processing equipment or other type of equipment or machines which (a) will require a voltage other than a nominal 120 volts or require a current capacity exceeding twenty (20) amperes or (b) will increase Tenant's use of electric docent in excess of that which l.aadlord is obligated to provide pursuant to this Section 3 ordiis Exhibit"Ell ("Execs Eloctrienl Requirements"), If Tenant shall require or utilize Excess Electrical Requirements or electric current which may disrupt die provision ofeiectrical service to other tenants in ilia Building or the Project Landlord. in Its election: (i) may refuse to grant its consent or (11) may condition its consent upon Tenant's payment in advanw or'Landlord's total direct and indirect east (including, without limitation, a reasonable administration lee) or designing, installing, maintaining and providing any additional facilities determined by Landlord to be required to satisfy audit Excess Electrical Requirements (or otherwise relmmd to the additional wear on Building Systems associated therewill IfTennnt's increased electrical requirements will materially arlim the temperature level In tine Promises or In the Building, Landlord's consent may be conditioned upon Tenants payment of all direct and indirect costs or histan aim, and operation orally nmchincry or equipment necessary to restore the temperature level to that otherwise required Co be provided by Landlord, including, but not limited W. fine cost offiludifioatlons to the Building Systems and increased wear and tear on existing IIVAC aquipnent. Landlord shall not, in anyway, be linble or responsible m Tennant For tiny loss m• damage or expense which 'Fallen[ may Incur or sustain K For any reusnns beyond Landlurd's rcusonnblo control, either the quan City or character oreiccu•Ic service is changed or is na longer u vuilablu or sullubte for Tenant's requirements. d dater. City hvaler For drinking and rest room purposes. 5 ,0111110"I'll Service, Janitorial mid cleaning services, live (3) days per week (excepting Hnlidnys). eaufatatning to the Project standards in effect from time to liana; provided tint Landlord shall have no obligntimn (o provide such services to any portions of the Treatises drat are not used exclusively far general uft3ec purposes. In all events, Tenant shall pay to landlord the cost arrumuval of Tenant's refusal and rubbish, lm the extent dint the $time exceeds the retuse and nibhish auendonl to normal office usngc and/or to the e.vtent that Tmau Ibis to keep kilo Premises in reasonable order. soy Il,'Clidr CanrorDr _ CIO, afSnnrc Arar kerere -I rahibit F EXHIBIT 1A Any amounts which Tenant is required to pay to Landlord pursuer to this Exhibit'F„ (and/or for any services provided to Tenant In addition to those Landlord is required to provide under this Illibibil " " without additional charge) shall be payable upon demand by Landlord and shall constitute Additional Rent, From rinse to lime during the Term, Landlord shall have the right to modify the services provided to Tenant hereundari provided that lba services provided, as so modified, are consistent will Institutional Owner Practices. Tenant recognizes dint any access control services provided by Landlord at the Project are for the protection of Landlord`s properly, and under no circumstances shall Landlord be responsible for (and Tenant waives any rights with respect to) providing security or other protection for Tennnt or Its employees, invitees or property in or about the Prcullses. or the Project. Landlmrll makes no representation with respect to the adequacy or fitness of the Project's ITVAC 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 offLe levels. 89 / WChfe Carver Ur—Clrl''afynne".l nn Lwrsv .y. tixhfhii P FO M • EXHIBIT 1A GXIDDIT "G" INSURANCC REQUIREMENTS 1,1 Pronorty Insurance. At all tines during the Tenn 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 en amount not less than one hundred percent ( I o0%) orreplucement cost covering; (a) all Lensehold Improvements (b) all floor and wall coverings; end (c) ail 9'enent's Personal Properly in or about the Premiscs and Project. The proceeds crouch 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 casually, die proceeds applicable to the Leasehold Improvements shall be paid to Land lard and the proceeds applicable to Talent's Personal Property shall be paid to Tenant. 1.2 Business Interruption insurance, At all times during the Tenn of this Losses Tenant shall procure and maintain business interruption insurance in such amount As will reimburse Tenant for direct or indirect loss of emmings attributable to nil perils insured against in Section 1.1of(hlsExhibit NTforeperiodofnotlessthantwelve(12)months. 1.3 LaLilitvinsurance. 111 At all times during the Tenn of lhls Lease, Tenant shall procure and maintain, at its sole expense for the protection of Landlord mid Tenant, commercial general liability insurance applying to the Lisa and occupancy of the Premises and die business operated by Tenant. Such insurance shall bnvis a minimum combined single limit of liabllily of at least $2,000,000 per occ mmius: and a general aggregate limit of at leas( $3,000,000. and Tenant shall provide In oddidon 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 fann property damage, independent combromor's coverage, completed operations, products liability, cross liability and severance of interest clauses, and shall be endorsed to Include Landlord and the Landlord's Additional Insureds as additional insureds. 1.3.2 At all times during the Term of this Leona, Tenant shall procure and maintain, at Its sole expense for the protection of Landlord and Tenml, primary automobile liability insurance with limits afoul less than $1,000,000 per occurrence covering owned, hired and nan• owned vehicles used by Tenant 1.33 Prior to the sale, storage, use or giving awoy of alcoholic beverages on or from the Premises by Tenant or another person, Tenmu, at its own expense, shall obtain a policy at- policies of insurance Issued by a responslbte insurance company and in a form acceptable to Landlord saving harmless mid protecting Landlord and the Promises against any and all damages, claims, liens, Judgments, expenses and costs, Including actual anmnays' fees, arising under any present or future law, statute, or ordinance of the State of California or other governmental outrodty, having jurisdiction of the Premises, by reason of any storage, sale, use or giving away of alcoholic beverages on or from the Promises, Such policy or policies or insurance shall have a minimum combined single limit of $3,000,000 per oceurno oo 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, beneficinvics, partners, employees and any Holder of any Securitylnstrum nit designated by Landlord asadditional insureds, hd Workers' Cnm en.sadon' Employer's Liability Insurance. Worker's Compensation Insurance. In accordance with the provisions of Section 3700 of the Labor Code, Tcnoit, If Tenant has any employees, is required to be insured against liability for worker's compensation Or to undertake self-insurance. Prior to commencing tie performance orthe work under this Agreement, Tenant agrees to obtain and maintain any employer's liability insurance with limits not less than S 1,000,000 par accident. 2, Poll" Reoulrenients. All Insurance required to be maintained by Tenant shall be issued by insurance eompanles authorized to do insurance business In the State of California and rated not less than A:X in Dest'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 conllticalc ormsumnce (or, at Landlord's option, copies orthe applicable policies) evidencing tic insurance required under this Exhibit "G" shall be delivered to Landlord not less than thirty (30) days prior to the Commencement pate, No such policy shall be subject to cancellation or modification without thine (30) days prior written notice to Landlord and to soy Holder orany Security Instrument designated by Lundlord and such policy shall be endorsed to provide [hill Ilia insurer thereundershall provide Landlord with written notice firmly failure by Tenoutto pay any premium thereunder When titre card such failure continues for n period Orton (10) days after such date. Tenant shall runnish Landlord with a replacement certificate with respect to any insurance not less than thirty (30) days prior to the expiration orthe current policy. Tenant shall have Llre right to provide the insurance required by this 'x 'bi "G;; pursuant to blanket policies, but only If such blanket policies expressly provide coverage to the Premises and the Landlord as required bytbis Lease withuutregmd to claims made undersuch policies with respect to other persons. 3. lliseelhmeons. Tenant shall not keep, use, sell or offer for sale In or upon die Premises any article which nay ile prohibited by any insurance policy periodically ill truce covering tic Premises, the Ruildingor the Project. Irony of Landlord's insurance policies shall be cmicelled or cancellation shall he LhrenLened or the coverage thereunder reduced Orthmntened to be reduced in any way because of the use of tlic Premises or Any pelt thereof by Tenant or any assignee. sublenan, licensee or invitee or Tenant and, If Tenant fails to rennedy the condition giving rise to such cnacellaliun, threatened cancellation, reduction orcoverage, or lhrenlened reduction orcoveruge, within 48 hours after notice thereof, Landlord mey. at its Option, either terminate this Lease or enter upon the Prendsas and nucmpl to renhedy such onndidmi, and 'renunl shall promptly pay the cost Ihcrcof (0 Landlord as Addilional Rent, Ir Lundlord is unable. or cleats not to remedy such condhion, then Landlord shall Nava all of the comedies provided tin' in mhla I.easu upon the occurrence of ml Event orpolbuit. 'tenant shall not do or permit to be done any act ar things upon or about the premises or the Project, snitch will: (it) result in (he assertion of tiny defense by Ilia Insurer to any claim under, (h) invalidate or (a) be in conllleL with. the insurance policies o1Lnndlurd ur Tehanl. envol'iug the Nuilding. the Premises or lixt res and property therein. or which would Increase the fade or lira insurance Applicable to the Building or the Project in on amount higher than It otherwise would be; nod Tenant shall neither do nor permit to be done tiny net Of (fill- upon ur about the Premises ar the Ilullding which shall or might subject Landlord to any liability or responsibility Ibr Injury to any parson or persons or in prupony. 11'. as a result of any act or omission by or an the part or Tenom of vidinlun orlbis Lease. wliellier or 801 i4'Cirk Cvurvr IL —Chv nf.Swrrn Ann Leave .1 • Lxhibit (i EXHIBIT 1A not Londlord has consented to pie same, the rote or "All Risk" or other We or!asmmnce maintained by Landlord on or with respect tc die Building and llxtures and property therein, sbwll be increased to on amount higher than it otherwise would be, Tenant shall reimburse Landlord far all increases of Landlard's Insuenec premiums so caused within ten (10) days after delivery of written demand therefor by Landlord, In any action or proceeding wherein Landlord and Tenant ere parties, a schedule or "make-up" create for the Project or the Premises issued by the body making lire IIIaIIrGnce roles or established by insurance carrier providing coverage far the Building or demised premises shall be presumptive evidence of the facts slated therein including the items Gild charges taken into consideration in fixing the "All Risk" insurance rate then applicable 1a the Building or the Premises. $01 IV Ch* Omer Dr-Cl y ofSGGbr Ana Lein •?• vshihih C LqOORMOON EXHIBIT 1A EXHIBIT "Id" REMEDIES Remedi�"rUefa tit I.1, LapdIordIs Riehl To Ter mInn Ia Upap Tenn Lit partult. In lice event of ally Event of Default by Tenant as provided In Jgt:.ltt_ti t JU of the Lease, Landlord ahnll have the right to torinInata this Lease and recover possession of the Premises by giving written notice to Tenant of Landlord's election to terminate this Lease, in which event Landlord shall be entitled to receive from Tenant: (a) the worth at the lime of award or any unpaid Rent which had bean earned at the time orsueh termination; plus (b) the worth at the lime 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 ofsuch rental loss Tenant proves could have been reasonably avoided; plus (a) it's worth at the time of ewerd of the amount by which the unpald Rent fbr the balance of the Term after the time of award exceeds tlm 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 Loose or which in the ordinary course or 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 Lamtlnrd'x Rfeht Ta Continue Leave T7 T tit Uefnult. 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 I,1 of this Exhibit IV' Landlord may from time to lime, without larminating this Lease, onforce 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 Continua this Lease in effect agar Tenant's breast end abandonment and recover Rent as it becomes due, if Tenant has the right to sublet or assign, subject only to reasonable limitations). 1,3 jdfg t 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 all all ildl to pay any sum of money, osier than Base Rent, required to be paid by It hereunder or Shull fail to perform any other act on Its part to be performed hereunder, than, lit addition to and without prejudice to any otter right or remedy of Landlord, Landlord may cure the same at the expense of Tenant: (a) immediately and without nonce in the case: (1) ofemergency, (it) where such dethult unreasonably interferes with any other tenant in the Pmject, (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 tiny Insurance policy maintained by Landlord, at (v) any failure of Tenant to perform oily of its obligations under Section 33 1 and Section 10.5 of this Lease above and (0) In any other case if such default continues for ten (10) days from die receipt by Tenant of notice of such default from Landlord. Any suns so paid by Landlord and all inchdental 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 sane rights Land remedies in the event ofnonpaymont as in time case of default by Tenant In the payment of Rent, This Sginlon 13 of this rilldbit T' shall survive the expiration or termination of this Lease, 1,4 Little Payment If two (2) or more Rent DelinquenciesShedoccur In any twelve (12) mouth 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 nmontm's Rent. I.S. Subleases of Tenmtt. Whether or not Landlord elects to terminate this Lease an account or on 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 effect time promises or (b) in its sole discradou, elect to succeed to Tenam'a Interest in such subleases, licenses, concessions or arrangements (in which ease, 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. ER'orls to 1telet. No re-elury or taking or possess ion or the Premises by Landlord following all Event of Default shall be con saved as an election to lorminalo tills Lease unless a written notice or such election shall be given to Tenant or unless the termination (hereof be decreed by a court of compeamjm•isdiction, and Tenant's right to possession shatl not be deemed to have been terminated by efforts of Landlord to instal die 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 temilnating Tenant's right to possession, Notwithstanding any relening of die Premises following any Event of Default without termination orthis Lease by Landlord, Landlord may, at any tittle after such relenting, elect to terminate this Lease for any Event or Default. To die Rdlest extent permitted by Law, the proceeds crony relenting of the Premises shall be applied: (a) first, to pay to Landlord all costs and expenses crouch telatbtg (including, without tlmitation, costs slid expenses arretaking or repossessing ilia premises, removing potions and property therefrom, securing new tenants, Including expenses fur redecoration, alterations and other costs in connection with preparing die Premises For the new tenant, and if irtndlord Shell maintain and operate till Premises, the costs thereof) and receivers' fees incurred in connection with the appointment orand peribrmance by a receiver to protect the Premises and Landlord's interest under this Lease and any necessary or reasonable alterations; (b) second, to the payiuent or oily Indebtedness of Tenant to Landlord other than Rent due and unpaid hereunder; (c) third, In the payment of Rent due and unpaid hereunder; and (d) the residue, Wanly, shill] be held by Landlord and applied fit payment crotmer or future obligations orTem int to Landlord as the same may become due and payable, and Tenant Shall not be entitled to receive any portion of such revenue. 'this staid n 3 or this •xh•bh "I.1" shall survive line rxpirdtion or lenuinatlon n1•ihis Lease. 3, Cumulative Remedies. The specific remedies to which Lundlord may resort under rile terns of this Lease are cumulative and are not intended m be exclusive orally othevemedies or incnns or redress to which it may be lowftdly entitled in case ofany breach or threatcuad breach by Tenant urany provisions ul•tbis Lease, In additiuo to the othcrremedies provided in Cilia Least,, landlord shull bu entitled to a restraint by injunction cl viclatnn or attempted or threatened violation ul•mty ol•the covenants. conditions or provisions or This Ixuse or to a decree compelling specific perfonmuue ormmy such covenants. conditions or provisions. In addition, upon the occurrence of un Event of Default by Tenant, if tlic promises or any ponfon thereof arc, sublet, L zeldlorl, in addition and without prejudice to any other remedies hcrefn provided or provided by Law, may. at Its .fill U10vie Centor Dr— gl,afnaae,arm Lave Exhibit I EXHIBIT 1A option, collect directly from lie sublessee all rentals becoming due to the Tenant and apply such rentals against otter sums due hereunder to Landlord, 4. waiver of flight of Redcniution. Tenant hereby wolves for Tenant and for all [hose claiming tinder Tcnant all right now or hereafter existing to redcom by order or judgment of any court or by any legal process or will, Tonanl's right of occupancy of the Premises alter any termination of this Lease, Notwhilstunding any provision of this Lease to tie contrary, the expiration or lemFination of this Lease and/or the to minatlon of Tenant's rights to possession of die Premises shall not discharge, relieve orralease Tenant from any obligation or liability whotsoever underway indemnity provision of this Lease, including without llniilodouOle provisions of cotion 14.1 orlheLease. aril IV'00v Cower Dr-('I0, aJ5anla,-Iaa lease -2- Exhibil It F ' • • I I'O:/ NMI 1711MM EX411 BIT "I" FORM OP TENANT ESTOPPEL CERTIFICATE The undersigned as Tenant under that certain Office Lease dated 20 (the "Lease") between CP SANTANA, LLC, a Delaware limited liability uompony, as landlord, and the undersigned, m tenant, for Premises on the floor orthe Office Building located at 801 West Civic Center Drive, Santa Ana, California cenities as follows: _____ i, True, correct and complete copies of the Lease and all amendments, modification and supplements thereto are attached hereto and the Lease, as so amended, modified and supplemented, is in full force and effect, and repl'esenls the entire agreement between Tenant and Landlord with respect to the Premises and the Property. There are no nnlendments, mods lications or suppletri to the Lease, whether oral or written, except as follows (include the date of such amendment, modification or supplement): 2, The underslprted has commenced occupancy of the Premises described in the Lease, currently acoupies the Premises, and the Commencement Date oftheLease occurred on�� 20_ 9. Tenant line not transferred, maligned, or sublet any portion of the Premises nor entered Into any Howse or concession agreements Willi respect thereto except as follows: 41 Base Rent became payable on 5, In accordance with the Lease, Rent commenced to accrue on . 20` 4. The Term oftheLame expires on 7. The Lease provides for an option to extend the term of the Lease for e 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 renow or extend the Lerrn orthe Lease, to lease other space at the Property, nor any preferential right to purchase all or any part of the Premises or the Property. a. 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 nccordance with die provisions ordhc 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 halo IIments of Base Rent, ail Additional Rent and all monthly installments afmtiniated Additional Rent have been paid when due through , The ewrent monthly instal Imont of Base Rent is S 11. Tite undersigned acknowledges that Us Estoppel Certiticale 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 or which the Promises are a part, and in accepting an assignment of the Lease as collateral security, and dint receipt by it of this certificate is a condition of making or the loan or ncquisition ofsuch property, Each Individual executing this Estoppel Certificate on behnll'al Tenant hereby represents and warrants that Tenant is a duly formed and existing entity qualified to do business in Calilbmin and that Tenant has fill right and audiority to execute and deliver this Estoppel Certificate and that each person signing on behalrolTenant is authorized to do so. Executed at on the _day or , 70_1 "Tenant"; By: Name: 801 IV Ciao Center 0r—(70• ofSonm Aner Leave -1. Rehibil I Lq4610 go", EXHIBIT 1A Wit BIT'U" OPTIONS This Exhililt " " consists of die Rrliowing Schedules: Schedule '9-1" (Extension Optlon[s]); Schedule 0 -L' (Additional Space Opdon[s]); and Schedule "1.3" (Determination of FMRR), all of which are incorporated herein by this reference. Notwithstanding anything to die contrary in this Lease: (a) all of the rights and options ofTenunl that are described In this I t""(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 net by any assignee, sublessee or other Transferee or Tennnt's interest in this Lease), and (b) the Extension Option and Right of First Offer may be exercised only on Ilia condition that, at the applicable time, the Original Tenant then occupies the entire Premises. In addition, notwithstanding anything to tha contrary In this Lease, at the election of Landlord (in its sole and absolute discretion): (1) any attempted exercise by Tenant of the Extension Option.or Right of First Otter 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 [list the Extension Dption or Tenwit's lease crony Leased First Right Space (defined below) would olherwiso commence: (A) Tenant is in default under this Lease or (B) Tenant has previously been In default under ails 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. 901 Po'OvIe Leave . L Eahibii J Schedule"d-t" -Extension options I. Grant or option. Subject to all or the terms and conditions ofHis Schedule'9.1 in connection whir Tenant's least 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") orsixty (60) months, subject to and upon the terms and conditions contained in this Schedule jjt ", The Extension Term shall commence upon the day immediately rollowing the then scheduled Expiration Date, and shall be upon the some, terms and conditions As air provided roe in this Lease, as then amended, except that: (a) if Tenant rails to tinsely exercise die Extension Option, the Extension option (and any other eights to extend or renew the Term) shall lapse and Tenant shall have no further right to extend tlne Term of the Lease, (b) there shall be no further options to extend the Term pursuant to this Schedule'9-i" or otherwise following the second (204) Extension Tenn. (c) Tenant shall not be entitled to any credit against Rent or any other rent concession or sent allowance or Abatement of Rent, except as specifically provided in the definition of [lie FMRR, (it) 0w Bast Rent rare the Extension Term shall be as provided in Section 3 of this Sch ule'9- I. '' and (a) the Base Year for the Extension Term shall be the calendar year In which the Extension Tenn commencas. 2 Exercise. Air Extension option maybe exercised only by Tenant givingwritten notice of exercise (an "Extension Notice') to Landlord on or before tine date that is not more than twelve (12) And not less than nine (9) months prior to die than scheduled Expiration Data, If Tenant does not deliver an Extension Notice to Landlord within the time period setforth above (trot being of the esseaco), then Tenant shot] be deemed to have forever valved and relinquished the Extension Option, and any other options or rights to renew or extend the Term effective after the then Expiration Date shall temlinAt& 3 A moon] Busc Rent. The Base Rent payable for the premises during an Extension Tenn (the "Extension Term Base Rent") shall be equal to (a) the Reelable Area orthe Premises then subject to this Lease, multiplied by (b) the FMRR of the Premises as of the Best day (an "Adjustment Date") crouch Extension Term, And shall be determined as follows. 3.1 IrTenan€ duly exercises the Extension Option, Landlord shalt within thirty (30) days thereafter, deliver to Tenant a written notice (a "Murket Rent Notice"') of Landlord's determination or what Landlord than believes the FMRR (and Extension Term Base Rent) would be for the Premises during die Extension Tem. _____- - ---- .. _..... -. --- 33 Within ten (10) days alterTenant's receipt of a Market, Rent Not nce, Tenant shaft deliver to Landlord written nonce (a "Marlcet 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 FkIRR (and Extcnslon Term Base Rent) shall be as set forth in the Markel Reat Notice, or (b) to inject. Landlord's determination of the FMRR (and Exteosion'remi Base Rent), in which case the FtvTRR (And Extension Term Base Rem) shall be detenuiaed in accordance with Schedule 13-3 3.3 If Tenant rails to deliver Tenant's Madcet Rent Response Notice within ten (10) days after its receipt era Market Rent Notice (or fails in its Markin Response Notice to expressly reject Landlord's determination ortbe FMRR (and Extension Temr Base Rent) set forth in a Market Rent Notice), Tenant shall conclusively be deemed to have accepted Landlord's detemhhnutlon of the FMRR (and Extension Term Base Rent) set tooth in the Mar6l Rent Notice. Ndf tt't;rt� Cnrr♦rp<—Ceevj.4anrn �hrx teen -2• -Exhibit t EXHIBIT 1A i Schedule",Ml Right of First Offer I O •nil , Subject to all of the terms and conditions Ofthis Exhibit'T' Tenant shall have the right (tile "Rigbt of First Offer,) to elect to lease oily portion of the First Right Space (defined below) that becomes Available for Lease (defined below) at any time during the Term, The •`Fast Right Space" means any space on the Second (2°d) floor of the Building dint is not within the Premises. A portion of the First Right Space shall be "Available Far Lease" (h (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 (e) such space is not subject to any then existing expansion or renewal rights of any type that is or are set forth in oily lease affecting space In the Project. "A Third Forty Offer" means any written offeror proposal for the tease it atl 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, e e oraher case, on terms that arc acceptable to Landlord (excluding any such olArs 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 die EReelive Date Or (if) are for the renewal or extension of the Tenn of Ilth (ease for any then existing tenant cribs applicable portion of the First Right Space). PrecOduro for Ofltr aad Atcantanea. 2,1 Hirst Offer Notice. Subject to tine lemis and conditions of this Schedule "J-21, if all or any portion of the First Right Space becomes Available for Lease, Landlord shall not* Tenant thereof in writing (ale "First Offer Notice"). The First Offer Notice shall also: (a) describe (and state the Rentable Area ol) the portion of the First Right Space that is diem Available for Lease (the "Offered First flight Space,,), (b) state the date (Ilia "Offered Space Scheduled Commencemcnt 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 teens (including the Base Rent, Boso Year, Improvement Allowance, abated Rent said other Rent Concessions defined below) on which Landlord is willing to lease die Offered First Right Space to Tenant (the "Offered Terms"), and (d) state that the exPaldlOn of Tenant's tease of the First Right Space shall be coterminous will% the lease for the Premises, provided that; (I) If there shall be less than five (5) years remaining in tale Tern' as of the at Ilse Offered Space Scheduled Conunencentenl Date for any Offered First Right Space, the First Offer Notice shall state that Tenant's exercise of its Right of Fh•st Offer with respect to such Offered First Right Space is conditioned upon Tenant concurrently exercising an Extension Option (with It being understood and agreed that Tenant shall have no right under this Schedule' 1.2" to lease any portion of dce Fist Right Space for which the Offered Space Scheduled Commencement Date willOccurduring Ilia last five (5) years of the Term unless, (A) at such time, Tenant shall have an unexerelsed Extension Option end (B) Tenant shall, in its Tenant's Acceptance Notice, exercise such Extension Option, 2.2 •fenanl's AccJltnuce Notice, Tenant may exercise its right to lease die Offbred First Right Space identified hi any First Offer Notice only by delivering to Landlord, not more film) ten (10) business days after Landlord's delivery of the applicable Fist Offer Notice, mitten notice ("Tmrald's Acceptanco No(iec") stating that Tenant accepts Landlord's offer to lease the Offered First Right Space. ICTenant does not deliver Tenant's Acceptance Notice to Landlord within five (5) business days Slier Landlord's delivery orally First Offer Notice, time being of the essence; then subject to Section 2,3 below, Tenant's Right of First Offer shall no longer apply to the applicable Offered First,Right Space arid, Landlord shall be flea to lease the Offered First Right Space described in die First Offer Notice to third parties selected by Landlord at such rental rates and upon such terms as Landlord ill its sale discretlan may desire. 2.3 Landlord's 041'ea1ipn to Re -Offer, Notwithstanding die foregoing, before leasing any Offered First Right Space to any other person or entity on econanlc terms drat are more than ten percent (10°°/n) more favorable (on an annualized net effective rent basis) than the OlTered Terms specified in the First Offer Notice, subject 10 all of die terms and conditions of this Schedule 91, Landlord must I's-Offer such Offered Fist Rigln space to Tenant on file more favorable economic terms by delivering another First Offer Notice with respect to such apace in accordance with edin t 2.1 of this Schedule "1.2" and Tenon shall again have the right to elect to lease such space by delivering a Tenant's ROM Acceptance Notice in accordnnce with Section I f 2(M of this Schedule " f-1" provided that Tenant shall have only five (5) business days after receipt crony such First Offer Notice within which to deliver its Tenant's Acceptance Notice will, respect to such Offered First (tight Space that is re-offbred to Tenant in accordance with this Section 2. . Term: (tent; Other Terms. 3.1 IrTannnl duly exercises its Right ol•First Omer h, accordance wid, this Schedule'24' with respect to any 011bred first Right Space that is Identified in May First Oflbr Notice (any such space "Leased First flight Space). then: (a) the term of the lease orsuch leased First Right Space Stiff 1I commence upon the (late (Ile "97I1si 121911t Commencement Date") that Landlord tenders to Tenant delivery ut'possmsion ofauch Leased First Right Space, (b) tide expiration of Tenant's lease ofdhe Lensed First Right Space shall be coterminous with the termination ofthe Lease I'or the then existing Premises, (c) except as expressly provided to Ilia canonry in this Schedule "J-2", the remaining terms orTenonl's lease afsuch Lensed First Right Space shall be the terms and conditions of this Lease (provided that all provisions of the Lease which vnry based upon the Rentable Aran ot'the Promises shall be adjusted to reflect the (Idditioo of the Lensed First Rigid Space to the Premises) and (b) Landlord and Tenant shall reasonably promptly thercaller execute nil amendment to this Lease for such teased first Right Space upon [lie terms and conditions as sot forth in the First Oifel• Notice, Subjwl to the provisions of this Scheduie'•b2" , 3.2 The n6nthly base ran payable by Tenant with respect to any Leased First Right Space (the "ROFO Rent") shall commence on the upplieuble First Widit Commencement Date Mild shall be equal In the product On (a) the number or square, iccl or Rentable Arun conluined in such Lensed First Right Space Mild (b) Ilea rNiRR I'or such Lensed First [tight Space. If In tine applicable Acceptance Notice, 1'ennnt expressly rejects Landlord's deiernnlnution of die FMRR (land ROFO Rent) li,r the applfeahla Leased First Right Space, then Ilia FMRR (and ROPO Rent) air such Leased First Right Spume shall he deamidned in accordance with Schad rla •7.3". provided tool if the FMRR (unit ROFO Bent) for any Leased First Right Space shall not be determined us of ire First Right Clinunell cement Duna. Ilia parties shall utilize 1.,undlord's .Submitted FM lilt (defined below) ur doWrilline the ROFO Rent fur the Mppiicnble Lensed Fitt Right Space• and if TemmPs suhmiuud FMRR shall be eldnmtefy selected parsumn to Val 14'CJntr C�gnrr[)r—Cf¢� n/Saran Harr Lnnxr ,J. P.xltihir J EXHIBIT 1A Schedu to 1-3" Tenant shop be given a credit against ROFO Rent next due hereunderequid to the amount of any avetpuymant. IfTennnt faiis, In the applicable Acceptance Notice, to expressly reject Landlord's deeelmhtation of the FMRR (and ROFO Rent) set froth In die appIIcot) le First Offer Notice, then Tenont shall conclusively be deemed to have accepted Landlord's determination of the FMRR (and ROFO Rent) for the applicable Lensed First Right Space as set forth in the applicable First Oiler Notice. Notwithstanding anything to the contrary herein. Tenant shah 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 Secti2 of the Lease, and Tenant's Percentage Share shall be Increased to take into account the expansion of die Premises to include such Leased First Right Space, 3.4 Delivery and Cnndhinn orLaased First Right Space Deliver• Improvement, 3.4.1 Landlord shall endeavor to deliver die Leased First Right Space to Teuan, on or before the applicable Offered space Scheduled Commencement Dole (as Identified in the applicable First Offer Notice); provided, however, that if for any reason, Lmidiord 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 Tenmt as soon as reasonably possible thereafter. 3.4.2 Tenont shall accept any Leased First Right Space In its then existing "AS IS" condition and state of repair, and Landlord shall not be required to perform any work, supply any materials or incur any expense (including the &,sitting of any allowanca to Tenant with respect thereto) to prepare any Leased First Right Space Ion -Tenant's occupancy; provided, however, diet: (a) Landlord shall cause the Leased First Right Space to be demised prior to the date on which It is delivered to Tenant, acid (b) to ate extent (and only to the extent) determined in connection with determination of the FMRR for any Lensed Fits[ Right Space: (i) if such Leased First Right Space has not, prior to the date the some Is delivered to Tenant, previously been Improved, Landlord shall grant to Tenant, a rent iree construction period (with respect to the ROFO Rent payable for such Leased First Right Space only) for die consul of (lie initial Leasehold Improvements (if any) In such Leased First Right Space, and (B) Landlord may grant to Tenant on improvement allowance to be used for costs that are incurred In connection with the construction of the Inldal Leasehold Improvements (if any) in such Leased First Right Space, The construction oral I Leasehold Improvements by Tenant in any Leased First Right Space shot I comply with the provisions of Article 10 or the Lease 80111 Clrlr Cervnr Or—Cle•uf.Snuur .Inn Lome 4. FNIobft I �• • EXHIBIT 1A Schedule "J-3" Delerminina FMRR, For purposes of determining the FMRR, the fallowing procedure shall apply: I IFTenanL duly exercises any Extension option and duly rejeels Landlon.1's determination (in its Market Rent Notice orthe FMRR for lie Extension, then Landlord and Tenant shall endoavar to agree upon the FMRR for the Extension Term on or before the Outside Agreement Date (deftned below). If Landlord and Tenant are Linable to agree upon die FMRR fer the Extension Tenn on or before the Outside Agreement Date, then die FMRR ferthe Extension Tumh shall be determined by arbitration pursuant to Section 2 oflhis Schedule "13 The "Outside Agreement Date" means the date that is tell (10) business days alter the date that Tenant notifies Landlord, in [Is Markel Rent Response Notice that Tenant has rejected Landlord's initial ci etc nnlnation orthe FMRR for die Extension Term. 2 If Landlord and Tenant shall Fail to agree upon the FMRR for the Extension Term on or before the applicable Outside Agreement Date, then within ten (I0) business days thereafter, each of Landlord and Tenant shall submit to the other its final determination of the FMRR rot the Extension Term and such third determinations shall be submitted to arbitration (as Tenant's And Landlord's "Submitted FhIRR," respectively) In accordance with the following: 2.1 Landlord and Tenant shall each appoiatone erbitrotor who shall by profession be a real estate broker who shall have been active in die leasing orthe Project and the Comparable Buildings over the five (5) year period ending on die dote of such appointment. The detemdnation orthe aubilrators slmall be limited solely to the issue as to whether Landlord's or Tenant's Subrillod FMRR is the closest to ilia aclual FMRR for the Extension Term, as determined by die arbitrators, taking into account the requirements of this Schedule",,)w3", Each such arbitrator shall be appointed within fifteen (15) business days after tine Outside Agreement Date, 2.2 The two arbitrators so appointed shall, within tell (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 sume standard as described in .Section 2.1 orthis Schedule "J,3" (with respect to appointment of die initial two arbitrators). 2.3 The three arbitrators shall, within dirty (30) days of the appointment of the third arbitrator, reach a decision as to whether the panics shall use Landlord's or Tenant's Submitted PMRR and shall notify Landlord and Tenant thereof provided that: (n) if either Landlord or Tenant falls to appoint an arbitrator within Ettcen (15) business day period described In Section 2.1. of this Schedule 1-3". then the arbitrator appointed by the other party shall solely reach a decision as to die FMRR for the Extension Tenn and notify Landlord and Tenant thereof within thirty (30) days following explraCon of such fifteen (13) business day period, and such arbitrator's decision shall be binding upon Landlord and 'tenant, and (b) if the two arbitrators fail to agree upon and appoint a third arbitrator, or both parties rail to appoint an arbitrator, then the appoianneat of the third arbitrator or any arbitrator shall be dismissed and the matter to be decided shall be promptly submitted to orb!]ralion under the provisions orthe American Arbitration Association (die "AAA'), butsubjacl to dine Instructions set forth in ]his Schedule "J-3". 2A The decision oftlme nmalorityofthe lhreearbilmtore(or inthe case oFadocisicn made under clause (a)or•(b)of et' 3of this Schedule 1-3", the deolsion of the single subitmlor er the arbitrators) appointed by the AAA) shall be binding upon Landlord slid Tenant, shall be in wridngand shall be nomappealable, and counterpart copies thercofshall be dcfivered to Landlord and Tenant. Ajudgment or order based upon such awm-d troy be entered In any court of competent jurisdictimm, in rendering their decision and award, the arbitrators shall have no power to vary, modify ar rmund any pruvislrnt oFdhis Lease. 2.5 Landlord and Tenant shall each bear 50%of the cost orthe arbttraton described In this Section 2 oflhis Schedule'?-3 Rill WCDfr Cooler Dr—Cla, nfSnuta lira Learn .5. Exhibit) RA • ' EXHIBIT 1A EXN1131T "R" EYEBROW SIGN I. Grant or Rig We In connection with Tenant's leme or the Premises, subject to all of the (aims and conditions orthis Exhibit "Y' Torni shall have the non-exclusive right to cause Landlord to display signage (die "Eyobrow Sign") Identifying Tenant by its Business Name (deflated below) on ilia Building in the location described in Senlion, 2,1 orthis Eshilbil ,.K,,. All oflheTenunCs rights under this Exhibit "K" are personal to ilia Original Tenant and are not transferable in connection with any Transfer or otherwise. °'Bnsincss Nn mat" maims only "City of Santa Ana", or any other business or trade name of Tenant that not an Objectionable Name. "Objectionable Name" means any name that: (u) relates to an entity that is are character or reputation, or Is associated with a political orientation or faction that is materially inconsistent with (he quality of the Project, or which would otherwise reasonably offend an institutional quality landlord of building comparable to the Buildings in Downtown Santa Ann, taking into consideration die size and visibility of the Pylon Sign or(b) conflicts with ally then existing covenants In other lasses of space in the Building or Project. Location allailflanettalart PcYml(g• 2.1 Subject to Section 2.2 of this Exhibit "K" below, The Eyebrow Sign shell be located on the "eyebrow level" of the Building (i,a, just above the first floor of the Building) on a side of die Building reasonably designated by Landlord. The graphics, materials, color, daslgn, lettering, size, exact location, lighting (if any) and specifications end all other aesthetic factors (collectively, the "Sign Speeifienitons") or tha Eyebrow Sign shall be approved by Landlord in its sole and absolute discretion, In addition, all or 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 ell required governmental permits and approvals lend the submission of copies thereof to Landlord) required for the installation and conrinuling display of Cecil of the Eyebrow Sign and lb) the continuing compliance ofthe 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 an ilia side of the Building described In SeQdon 2.1 of this Exhibit "K' above) and (b) place on or about the Building or Pmjcct (or on other signs for the Building or Project): (i) the name of (and/or other identifying In rommtlon far) Landlord, the Building and/or Project or (11) such other names, business names, trade names or affiliate names representing such other tenants orpersons, In either case, as Landlord shall determine in its sole and absolute discretion, 3 Cost and Ninintenanee. The Eyebrow Sign shall be fabricated and installed by a contractor retained by Landlord; and shall be operated, and maintained by Landlord. Tenant shall, within ten (10) business days following Landlord's demand therefor, reinmburse Landlord as Additional Rent, for all costs and expenses actually incurred by Landlord in connection with or retuting to die Fabrication, instnlintion, operation, maintenance, repair, end eventual remove: and disposal of the Eyebrow Sign, including, without limitation, the cost of Utility charges and hook-up fees (if applicable), permits, and maintenance mid iepnhs. The terns of this Section 3 of this Exlliblt " "shall survive the expiration o•earlier termination .orthis Lease, Termination; Reir ri , 4.1 Notwithstanding any provision of (ilia Lease to the contrary, by notice delivered to Tenant, Landlord may, at its option, elect to terminate all orTeoent's rights with respect to the Eyebrow Sign: (a) at any lime that the Orightnl Tenant (together with any Permitted State & County Transferees In accordance with Section ( I L2 above) is no longer leasing and occupying 20,000 RSP in the Building, (b) If this Lease is assigned to any Person, or (c) if any Event of Default occurs. 4.2 Upon date expiration or earlier termination of this Lease, or aller tanninatlon of Tenant's rights with respect to the Eyebrow Sign as provided above, Landlord may, at'rennnt's sole cost and expense remove ilia Eyebrow Sign from the Building and cause the areas in which such Eyebrow Sign was located to be restored to tine condliion existing immediately prior to the placement ufsuch sign (subject to ordinary weer and tear), Tenant shall relmburse Landlord for ell of its Costs incurred in connection tmresvith in accordance with Section 3 of this Exhibit "Kn above. The terms of this Section 4.2 of this Exhibit "K"shall survive threxpiration or earlier termination orthis Lease, Sol 11,C1r1C Center or— Cirr afSauli'Anrr Learia .1. Hxhibit K EXHIBIT 1A E\I41RIT "L" STATE REQUIREMENTS I, IF applioable, Landlord will provide a Seismic Certificate of Applicable Code in the form described in Schedule "L-I" with respect to seismic adequacy. 2. Landlord has provided the Accessibility Survey with respect to the Premises and the path oftravel frotn/to public transportation and public rights -of -way, parking and restroom areas attached hereto as Schc ute "L-2 Landlord will perform all work required to correct the conditions Identified in: (a) form I (restriping ADA stalls); (b) Form 3A (Item 2) (Install an Intercom system that will alert dedicated personnel to assist those in need from the public sidewalk); (a) Farm 13 (modify elevator panels to provide minimum toe kick oleomncc)t and (d) Form IG (update the 2"u floor rustroums). The condition identified in Form 8 (Stairs) will not be calrected, and is accepted by Tenant as an acceptable hardship. 3. Landlord wN I additionally provide a Verified Report Form G following completion of construction. Of rl'Clvir Center A— Clo-nfSr &ielim Leave -I- fzhihh.K EXHIBIT 1A Selmdule "L•1" Form orsoismit CurtiOcate of ApplIca bIa Code (attached] ii7hR0i.il923d.175j _� EXHIBIT 1A 14 November 2016 William Lee, vice President Ocean West Capital Partners 315 W. 91, street, Suite BOB Los Angeles, CA 90015 BJ# 1610377 IsTrIVCTUDAL Subject: SSISMICCerdficatefor California Department ofGeneral Servioa a CIVIL 801 CIVIC Center Drive aNamagN.B Dear Mr. Lee: Attached please find the Seismic Certificate requested by California Department of General Service (DGS) for the 4 story building at 801 civic Center Drive, Santa Ana, CA 92701. The building was constructed in about 1983. The C&URcate states that this building was designed to meet the 1976 or subsequent editions of the Uniform Building Cade and does not have any one of the enumerated characteristics or conditions listed in the certificate. The building has the condition of, • Welded steel moment frames (WSMF) that constitute the primary seismic force -resist rig system for the building, and • the structure was designed to code requirements preceding those of the 1997 edition of the Uniform Building Cade, However, the building has not: • experienced an earthquake of sufficient magnitude and site peak ground motions that Inspection is required when any of the conditions of Section 3.2 of FEMA 352 Indicate an Investigation of beam -column connections Is warranted The certificate does not require any analysis of the building or any comparison to the latest Building Code. Any soft story, discontinuity or Irregularity that may be present In the building may affect the performance of the building In the event of a large earthquake. Our professional services have been performed with the Intent to meet the degree of care and skill ordinarily exardsed by reputable structural engineers practicing In this or similar localities. No other warranty, expressed or Implied, is made as to the professional advice or opinions included In this report, If you have any questions regarding Information presented In this letter or the attached certificate, please feel free to contact us. Sincerely, BRANDOW & JOHNSTON, INC, nShoff, VLEE Princi I Attachment: Seismic Checklist Seismic Certificate G:\16U610377 Ocean West 801 W Civic Cntr Santa Ana Seismic Cert\1610377 $01 W Civic Center Seismic certificate letter,doc 18831 Von Kerman Avenue Suite 240 Irvine CA 92612 Tel, (949) 862-0500 Fax (949) 955-0794 EXHIBIT 1A Seismic Certificate of Applicable Code I am a state of California licensed structural engineer, civil engineer or architect and certify that the building located at; 801 Civic Center Drive, Santa Ana, CA 92701, was reviewed by me. This certification vacs either prepared by me or the bulk of work was performed under my direct supervision. I have no ownership Interest In the subject property. A Certificate of Applicable Code may be provided If the entire building was constructed under a permit approved by the local Jurisdiction and was designed to meet one of the following requirements; ❑1998 or subsequent editions of the California Building Code; or, X 1976 or subsequent edltlona of the Uniform Building Code nnd-the building does not have any one of the enumerated characteristics or conditions listed below: • Unrelnforced masonry elements, whether load -bearing or not; not Including brick veneer; • Precast, prestressed, or post-tensloned structural or architectural elements, except piles; • Flexible diaphragm (e.g., plywood) -shear wail (masonry or concrete) structural system constructed pursuant to editions of the Uniform Building Code prior to the 1997 edition; • Apparent additions, alterations, or repairs to the structural system made without a building permit; • Constructed on a site with a slope with one or more stories ap rtlally below grade (taken as 50% or less) for a portion of their exterior; • Soft or weak story, including wood frame structures with cripple walls, or is construction over first -story parking; • Seismic retrofit of the building, whether voluntary or mandated, whether partial or complete; • Repairs following an earthquake; • Welded steel moment frames (WSMF) that constitute the primary seismic force -resisting system for the building, and the structure was designed to code requirements preceding those of the.1997 edition of the Uniform Building Code, and the building site has experienced an earthquake of sufficient magnitude and site peak ground motions that inspection is required when any of the conditions of section 3,2 of FEMA 352 indicate an investigation of beam -column connections Is warranted; • Visible signs of distress or deterioration of structural or non-structural systems, e.g., excessively cracked and/or spelling concrete walls or foundations, wood dry rot; etc. Documentation of the selected performance level evaluation will be retained by the preparer and shall be available to the State upon request. Name: Ryan Blshoff Firm: Brandow 6, Johnston, Inc. Telephone No: 949-862-8610 License No: SE 6250 License Expiration Date: 06130117 ✓�` Date 016 Signature Date �+m umenc. For a building not qualifying under the above criteria; an Independent Review must be performed. rtELPs Opllan 2 00 April 00 EXHIBIT 1A SEISMIC SCREENING CHECKLIST Reviewer Name Project Nti^'. Total Bldg, Sq, Ft. Agehc� > Total Laase Sq. Ff., L6Cat10r1,,,,, Hours of Use 1 Retrofit Mnce 197 7 6 • No fudherscreening required if documentation of retrofit la provided. 2 Ac Ty a of Building & ' pe of Corrstructlon TIlf-Up Pre 1933 6ar'r'Tli 1933 to 1976 _ Post 1976 �d?"e Score Masonr 10 6 1 Reinforced Concrete 7 5 1 Wood Frame 3 2 1 Steel 7 3 1 1 Max• number of stories allowable for screening 1a 6. Assign one point per story, te„ 1 min., 6max. (1.6) 4 Assign points as Indicated far counties as grouped in a, b, & c below (a) 12 points In Los Angeles, West 113 of San Bernardino, 12 Contra Costa, Riverside, Santa Clare, Alameda, Ventura, Serf Francisco, Merin (b) 9 points In Sonoma, Santa Barbara, San Mateo, 9 9 Orange, San Dlego, Inyo, San Luis Obispo, Napa, Kern, Monterey, Solano, Humboldt, Mendocino (c) 3 points to all other counties not listed above. 3 fi:Conilau'raEio:n.fV.erEiGat}',i.4rir ,:';`;.'..-.',:,•::..,,- ., m®® sm®0 1 / 5 a 7 10 7 1 7 All other configurations 1 6 Configuration, (flan View), 1 3 7 7 7 7 Visible Defects Subjective scoring: 10 paints max, assignable for all defects observed. The fallowing list Is of typical things to look for. a Dry rot; look for water stains an ceiling tiles and wails b Damaged foundations; look for iarge cracks and misalignment c Sagging or shifted beams; look for bowing in center, check for position (parallel) relative to other members d Tilted walls or columns e Corrosion or steel; look for rust, flaking, eta Check for water stains. f Cracks greater then 1/6"in masonry or concrete g Check for any material that crumbles (wood, piaster, cone, etc) (1.10) TOTAL Total score of 20 or above requires standard seismic certification. copy al SWiw "re kl,•wIways • • L• 1 " EXHIBIT 1A Sch ed ulc"L-2" Accessibility Survey (nllnched% 401 INCIrIc Cunrer Dr— ChP Ofs'llvu.l nn /,roam Fshihll K emadawlpnikwuy Cult City, CA aq�aU $�"�" �"•9 71f15re"Qm 'F a 61GUoulh power bYre¢y Elden iW LneMBWNx, 0AIXC71 f!181r;a IAUI 9111 A:IgM AN • Ft4M19➢. • # ]Cgf.IdTi 5 taxl'1 tlMl[(M11141n/IVWIIIF., IiIY(iF tilt Irvem, aA asalx 8a4?I!49}sA March 10, 2017 CF)ahSYsfan ahw%Wh1Era am, rraeduw;;;r, CAaursa318a cl Mr, William Lee gosausP.ou,Ftslx,uyulalatao Vice President newow/N nx E>gltifxl Ocean West t2r EaFtB�d a1roY4 e0 Flwr 315%9thStreet, Suite 90a hew yalr e14.s Los Angeles, CA 90015 61aeetomro Y,W,YlpYi4.OtlN1 RE; $01 W, Civic Center, Santa Ana -Accessibility Checklist RESC Project Number: 142056 Dear Wllllam, Upon review of the accessibility checklist and survey of the site conditions, below Is a summary of our findings and recommendations for correcting the nomconrpllant Items. In pa rticular, remediatlon work fora specific items on the 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 Restrlpe parking, relocate orrework parking surface :.: Exterior Routes of Travel (Form 3A) n Item 1-Condition does not apply if accessible parking is relocated o Item 2-Alternate provislon to provide an Intercom system that will alert dedicated personnel to assist those In need Exterior Routes of Travel 9 (Form 33) Items 1 thru 2 o Condition does not apply if accessible parking Is relocated .� Curb Ramps (Farm 4) Items 1 thru 2 o Condition does not apply if accessible parking is relocated Drinking Fountains (Form 5) o Drinkingfountainsarenotrequirediftenantspaceshavepotablewateraccessof occupants. Ramps (Form 7) o Condition does not apply Ifoccessibleparking Isrelocated .:, Stairs (Farm 3) o Stair risers are%" hlgher than code maximum, Remediation would require the reconstruction of the stairwells. The California bulldingcode 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 (Farm 10) o Provide required signage and adjust door closer Nql WCrrlr Curlier De- Cflp e/Smnn,1 mi Leave F%hibu K EXHIBIT 1A Goets and Gates (Form 11) o Rework as required 6levators(Form 13) o Panels inthe elevatorwlll be reworked to provide the minimum required toe clearance distance I'l Toilet Facilities (Form 16) o Rework as required Of Signals (Form 16) o Provide signage as required ,J Alarms (Form 20) o Rework fire extinguisher cabinet Sincerely, Dickson OI, AIA Project Manager Pabe12 1316805A/1134.1751 • ' • • L� EXHIBIT 1A WNBIT "Pot" APPROVED GOVERNPoICNTAL ENTITIES Stele of California —Employment Development. Department State of Cali forn is —Department o f Rehabilitation Coanly of Orange — SOON Services Agency SER Jobs for Progress — Title V Grant; Private Non-Proril Rancho Santiago Community College District- Santa Ana College Ooodwill Industries Cornerstone/Job Carps iYAl tr'C111"CCalor Dr— Leure 4- Exhibit (; 80A-100 EXHIBIT 1A TABLE OF CONTENTS Pass ARTICLEI - DEFINITIONS.................................................................................................................................................................. I ARTICLE 2- LEASE 0FPREM ISES;COMMONAREAS; PARKING; SIGNS ................................................................................. 3 ARTICLE3. DELIVERY; COMM ENCEMENT;TERM; SURRENDER; HOLDING OVER ,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,....... ,,....... ...... ....4 ARTICLE4- RENT AND OTHERCHARGES .....................................................................................................................................4 ARTICLES- TENANT'S TAXES .........................................................................................................................................................5 ARTICLE6. SECURITY DEPOSIT ......................................................................................................................................................5 ARTICLE7- USE OF PREMISES.........................................................................................................................................................5 ARTICLES- UTILITIES AND SERVICES .......................... ................................ ......................... ........................... .- ......................... 6 ARTICLE 9- MAINTENANCE AND REPAIRS— ............................................................................. ......... l ....... — ....... ...................... 6 ARTICLE10. ALTERATIONS ............ ...... ............................................................ ....................... ........................ ............ -1.... ,.,......,.,..6 ARTICLE II- ASSIGNMENT AND SUBLETTING.............................................................................................................................7 ARTICLEI2. SUBORDINATION ANDATFORNMENT; ESTOPPEL CERTIFICATES; FINANCIAL STATEMENTS ................8 ARTICLE13 - CASUALTY; TAKING ... .............. ......... -...................... ..... ....,,,.,.,..,.,,,..... ,...... ,.................. ,,............ I .... .......... ... ... I ..... 18 ARTICLE I4- INDEMNIFICATION AND INSURANCE .......................... ................. ......... ........................................... -11.... I ............. 9 ARTICLE IS- EVENTS OF DEFAULTAND REMEDIES ............ ........ ...... ........ ......................................... ................ I ...... -........... I ... 9 ARTICLE 16. LANDLORD'S DEFAULT; LANDLORD'S LIABILITY........................................................................................... 10 ARTICLE 17. MISCELLANEOUS.......................................................................................................................... 10 EXHIBIT "A"" Depiction oFthe Premises EXHIBIT"B" Notice orl-ense 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'9" Form of Tenant Estoppel Cerlificate EXHIBIT"J" Options EXHIBIT"K" Eyebrow Sign EXIiIErl 'L" State Requirements EXHIBIT "NI" Approved Goveminantal Entities gill WCirle Cewur Pr-00, ofSnnm: na Leave Tuttle al'CnutcnLs 80A-101 80A-102 EXHIBIT 1B Memorandum of Understanding Santa Ana Workforce Development Board and the County of Change Social Services Agency 80A-103 EXHIBIT 1B 1. LEGAL AUTHORITY The Workforce innovation and OpportunityAct ("WIOA") sec.121(c)(1) requires that each Local Workforce Development Area develop and enter into a Memorandum of Understanding ("MOU") with each America's Job Center of California ("AJCC") Partner, consistent with WIOA Sec. 121(c)(2). This requirement is further described in the WIOA; Joint Rule for Unified and Combined State Plans, Performance Accountability„ and the AJCC System Joint Provisions: Final Rule at 20 CFR 678.500„ 34 CFR 361.500, and 34 CFR 463.500, and in Federal guidance. Additionally, the sharing and allocation of infrastructure costs among AJCC Partners is governed by WIOA scc. 121(h), its implementing regulations, and the Federal Cost Principles contained in the Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (Uniform Guidance) at 2 CFR part 200. 2. PARTIES The parties to this MOU are the City Council of the City of Santa Ana, the Santa Ana Workforce Development Board ("SAWDB"), and the County of Orange Social Services Agency ("SSA"), a collocated one -stop AJCC Partner located at the Santa Ana WORK Center, 801 W. Civic Center Drive, Suite 200, Santa Ana, CA 92701. The purpose of the MOU is consistent with the provisions of WIOA sec. 121(c)(1), to establish a cooperative working relationship between the SAWDB and SSA, the collocated AJCC Partner, and to define their respective roles and responsibilities concerning the operation of the AJCC as it relates to shared services and customers. It serves to establish the framework for providing services to employers, employees, jab seekers and others needing workforce services. It also serves to establish a framework to support the established service delivery through the sharing ofresources and costs. 4. DURATION This MOU shall become effective as of the date of full execution of the MOU by all Parties ("Effective Date") and shall be effective for three (3) years from the Effective Date. This MOU shall supersede and cancel the existing Phase I MOU between SSA, Orange County Development Board (" OCDB" ), and SAWDB, executed June 28, 2016, and Phase It MOU between SSA, OCDB, and SAWDB, executed August 22, 2017. OCDB has no objection to this MOU superseding and cancelling the Phase I and Phase II MOU's (see Attachment 6). This MOU will be reviewed not less than once every three years to ensure appropriate funding and delivery of services and to identify any substantial changes that require modification of this MOU. This MOU will remain in effect until the termination date, unless one of the conditions in section 32 occurs. 80A-104 EXHIBIT 1B 5. MODIFICATIONS AND REVISIONS This MOU and its Attachments 1, 2, 3, 3-1, 4, and 5 constitute the entire agreement between the patties, and no oral understanding not incorporated herein shall be binding on any of the parties hereto. This MOU may be modified, altered, or revised, as necessary, by mutual consent of the parties, by the issuance of a written amendment, signed and dated by the parties, whichmayrequire approval by the governing body of each Party. Assignment of responsibilities under this MOU by any of the parties shall require prior written notice and preapproval of all parties. Any assignee shall also commit in writing to the terms of this MOU. 6. SANTA ANA WORKFORCE DEVELOPMENT Santa Ana's vision rests on integrating current and future resources through its SAWDB Partners. Integration suggests more than partnering or assembling multiple funding sources. It means making certain that all elements of the workforce support system work together to create inviting and seamless services wherever a client enters the system. Santa Ana's vision is sensitive to the needs of its unique demographics. The SAWDB's overall strategies include: a) Identifying regional industry clusters (e.g., manufacturing cluster, medical cluster, ete.) to create new jobs in which Santa Ana's workforce can participate; b) Expanding small business development support as a creator of new jobs and method for growing the local tax base; c) Educating Santa Ana's current and future workforce through classroom pre -training and training activities, plus on-the-job training and workforce skill enhancement activities; d) Offering career pathway programs for both unemployed and employed adults and youth; e) Increasing access to jobs for disconnected and underserved populations, especially youth; 0 Organizing, integrating and supporting social and other services through the SAWDB's network of partnerships, volunteer organizations, and established institutional resources; and, g) Assuring funding from all public, private, and other sources in support of its programs. 7. ONE -STOP SYSTEM & SERVICES GWESt&V41C1W The AJCC is currently located in Santa Ana as follows: American Job Center (Comprehensive AJCC) Santa Ana WORK CENTER 801 W. Civic Center Drive, Suite 200 Santa Ana, CA 42701 (714)565-2600 Open to the Public: Monday — Friday 8:00 am-5:00 pm 19 80A-105 EXHIBIT 1B The AJCC is currently located at the Santa Ana WORK. Center ("SAWC") as described in the Location of AJCC and all. Partners, attached herein as Attachment l and incorporated herein by reference. Santa Ana ranks as the fourth densest city in the entire nation. SAWC, through its central location in downtown Santa Ana, shall provide and/or coordinate WIOA services to individuals, providing them with the necessary skills to participate in building a world -class workforce in. Santa Ana, The SAWC offers the community a variety of informational, employment and training services based on individual needs. Those needs are met by the combined efforts of the SAWC Partners as described by the Santa Ana AJCC Partner Services, included herein as Attachment 2 and incorporated herein by reference. B. SERVICES PROVIDED AT THE SANTA ANA WORK CENTER Services and referrals provided at the SAWC by AJCC Partners may include, but are not limited to, the following: 1. Basic Career Services: a. Eligmbrhtydeternination; b. Outreach, intake, and orientation to information and services; c. Initial assessment of skill levels, including: literacy, numeracy, and English proficiency; and, aptitudes, abilities, and support service needs; d. Labor exchange services, including: i. Job vacancy listings in labor market areas; ii. Information on job skills needed to obtain the vacant jobs; and, iii. Information relating to in -demand occupations, including earnings and opportunities for advancement; e. Provision of performance and program cost information on the Eligible Training Provider List eligible programs by program and type of provider £ Provision of information in acceptable formats and languages that identify actual performance against performance accountability measures g. Provision of information related to support services h Provision of information and assistance in filing Unemployment Insurance claims; and, i. Assistance in establishing eligibility for programs of financial aid assistance for training and education programs not funded through WIOA. 2. Individualized Career Services: a. Comprehensive and specialized assessment of skill levels and service needs including: Diagnostic testing; and, other assessment tools; b. In-depth interview and evaluation to determine barriers and goals; c. Development of Individual Employment Plan to identify goals, objectives, and services; d. Group counseling; c. individual counseling; f. Career planning; g. Short-term pre -vocational services, including: development of learning skills; communication skills; and, other soft skills to prepare individuals for employment or training; 80A-106 EXHIBIT 1B h. Workforce preparation activities, including: basic academic; and, obtaining other skills necessary for successful transition into postsecondary education, training or employment; i. Financial literacy services; and, j. Out -of -area job search assistance and relocation assistance. 3. Iralning Services, a. Occupational skills training; b. On -the -Job training; c. Incumbent worker training; d. Programs that combine workplace training with related instruction, which may include cooperative education programs; e. Training programs operated by the private sector; f. Skill upgrading and retraining; g. Entrepreneurial training programs; IL Transitional jobs; i. Job readiness training provided in combination with any of the aforementioned training Services; j. Adult education and literacy activities, including: activities of English language acquisition; and, integrated education and training programs provided concurrently or in combination with any of the aforementioned training services; k. Customized training; I. Internships and work experiences that are linked to careers; and, m. English language acquisition and integrated education and training program. 4. Emnlover Services: a. Recruitment and other business services on behalf of employers. C. SYSTEM STRUCTURE I. AJCC ONE -STOP OPERATOR PROCUREMENT The SAWDB will procure the AJCC Operator through a competitive process in accordance with the Uniform Guidance Cost Principles contained in the Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards at 2 CFR part 200 (Uniform Guidance), including the Office of Management and Budget's (OMB) approved exceptions forthe U.S. Department of Labor at 2 CFR part 2900, WIOA and its implementing regulations, and local procurement laws and regulations. All documentation for the competitive AJCC operator procurement will be available for public inspection. The State requires that the AJCC operator is re -competed at least every three years and no later than every four years. 2. ROLES AND RESPONSIBILITIES OF PARTIES a. Provision ofApplieable Career Services and Participation in Planning and Development. The parties to this MOU will work closely together to ensure that the AJCC is a high performing work place with staff that ensure quality of service. The AJCC Partner has indicated they shall provide an array of applicable career services to clients as set forth in the Santa Ana AJCC Partner 4 80A-107 EXHIBIT 1B Services. The AJCC Partner agrees to the responsibilities required of all Partners under WIOA Section 121(b). In addition, the AJCC Partners will participate in joint planning, plan development, and modification of activities to accomplish the following: L Continuous partnership building; ii. Continuous planning in response to state and federal requirements; and, iii. Responsiveness to local and economic conditions, including employer needs. Parties agree to the co -enrollment of mutual customers in case management to better leverage the resources available for the benefit of the participant and enhance successful outcomes and participate in the operation of the one -stop system consistent with the terms of the MOU and requirements of authorized laws. Both parties agree to inform each other immediately when a customer violates an established policy that would require them to be banned from the center or behavior that requires police intervention. Parties agree to collaborate and reasonably assist each other in the development of necessary service delivery protocols for the services outlined in this MOU. Parties agree that the provisions contained herein are made subject to all applicable federal and state laws, implementing regulations, and guidelines imposed on either or all the parties relating to.privacy rights of customers, maintenance of records, and other confidential information relating to customers. Parties agree that all equipment and furniture purchased by anyparty for purposes described herein shall remain the property of the purchaser after the termination of this MOU. 8. Parties shall comply with: i. Section 188 of the WIOA Nondiscrimination and Equal Opportunity Regulations (29 CPR Part 38; Final Rule, published December 2, 2016); ii. Title VI and VII of the Civil Rights Act of 1964 (Public Law 88-352), as amended; iii. Section 504 of the Rehabilitation Act of 1973, as amended; iv. The Americans with Disabilities Act of 1990, as amended, v. The Jobs for Veterans Act (Public Law 107-288) pertaining to priority of service in programs funded by the U.S. Department of Labor; vi. Training and Employment Guidance Letter (TELL) 37-14, Update on Complying with Nondiscrimination Requirements: Discrimination Based on Gender Identity, Gender Expression and Sex Stereotyping are Prohibited Forms of Sex Discrimination in the Workforce Development System and other guidance related to implementing WIOA sec. 188; vii. The Non-traditional Employment for Women Act of 1991; ,:1 ffl1: EXHIBIT 1 B viii. The Age Discrimination Act of 1967, as amended; ix. The Age Discrimination Act of 1975, as amended; x. Title D: of the Education. Amendments of 1972,,as amended; xi. The Family Educational Rights and Privacy Act (FERPA) (20 U.S.C. § 1232g; 34 CFR part 99); xii. Title IX of the Education Amendments of 1972, as amended; xiii. Confidentialityrequirementsgoverning theprotectionand use ofpersonalinformationheld by the VR agency (34 CFR 361.38); xiv. The confidentiality requirements governing the use of confidential information held by the State UI agency (20 CFR part 603); and, xv. All amendments to each, and all requirements imposed by the regulations issued pursuant to these acts. The Parties agree to inform each other immediately when a customer violates an established policy that would require them to be banned from the center or activity that requires policy intervention. 8. SSA RESPONSIBILITIES AS COLLOCATED AJCC PARTNER SSA commits to collocation of staff, as appropriate, and to providing other professional Iearning opportunities that promote continuous quality improvement. SSA will further promote system. integration to the maximum extent feasible through: a. Effective communication, information sharing, and collaboration with the AJCC operator; b. Joint planning, policy development, and system design processes; c. Commitment to the joint mission, vision, goals, strategies, and performance measures; d. The design and use of common intake, assessment, referral, and case management processes; e. The use of common and/or linked data management systems and data sharing methods, as appropriate; f. Leveraging of resources, including other public agency and non-profit organization services; g. Participation in a continuous improvement process designed to boost outcomes and increase customer satisfaction; and h. Participation in regularly scheduled Partner meetings to exchange information in support of the above and encourage program and staff integration. 6 80A-109 EXHIBIT 1B SSA shall provide applicable career services to clients as set forth in the Santa Ana AJCC Partner Services. 9. REFERRALS The primary principle of the referral system is to provide integrated and seamless delivery of services to workers, job seekers, and employers. In order to facilitate such a system, Partners will ensure and agree to: a. Familiarize themselves with the basic eligibility and participation requirements, as well as with the available services and benefits offered, for each of the Partners' programs represented in the AJCC network; b. Develop materials summarizing their program requirements and making them available for Partners and customers; c. Develop and utilize common intake, eligibility determination, assessment, and registration forms, as appropriate; d. Provide substantive referrals to customers who are eligible for supplemental and complementary services and benefits under Partner programs; e. Regularly evaluate ways to improve the referral process, including the use of customer satisfaction surveys; f. Commit to robust and ongoing communication required for an effective referral process; g. Commit to actively follow up on the results of referrals and assuring that Partner resources are being leveraged at an optimal level; h. Ensure that intake and referral processes are customer -centered with the intent to provide high quality customer service; i. Ensure that general information regarding AJCC programs, services, activities, and resources shall be made available to all customers as appropriate; j. Ensure that referrals will be made via email or other electronic means; k. Ensure that referrals will include a direct link or access to other AJCC Partner staff that can provide meaningful information or service, through the use of collocation, or real-time technology (two-way communication and interaction with AJCC Partners that results in services needed by the customer); and, 1. Ensure that the referral process will include specific staff name, the activity required, desired outcome and a method for communicating back to the referring agency that the service need was addressed. 7 80A-110 EXHIBIT 1B 10. SUPERVISION/DAY TO DAY OPERATIONS a. Day -to -Day Supervision The day-to-day supervision of staff assigned to the AJCCs will be the responsibility of the site supervisor(s). SSA will continue to set the priorities of its staff assigned to the AJCC. Any change in work assignments or any concerns involving the responsibilities of the parties which occur at the worksite will be handled by the site supervisor(s) and SSA management. b. Santa Ana WORK Center Hours of Operation The SAWC is open for business: Monday through Friday from 8:00 am until 5:00 pm. c. SSA Staff ice Hours The office hours for SSA staff at the AJCC will be established by SSA. All SSA staff will comply with the County of Orange holiday schedule and will provide a copy of their holiday schedule to the SAWDB and SAWC at the beginning of each fiscal year. d. Building Accessibility All Partner staff assigned to the SAWC will be issued an access card to SAWC suite 200 and a parking lot pass that allows them to enter and exit the parking lot. It is all individual staff's responsibility to keep them secure. Should they damage or toss them they can be replace by the SAWDB at the expense of the individual agency staff. e. Benefits Each party shall be solely liable and responsible for providing to, or on behalf of, its employee(s), all legally -required employee benefits. In addition, each party shall be solely responsive and hold all other parties harmless from all matters relating to payment of each party"s employee(s), including compliance with social security withholding, workers' compensation, and all other regulations governing such matters. 11. AJCC OPERATING BUDGET The purpose of this section is to establish a financial plan, including terms and conditions„ to fund the services and operating costs of the local AJCC. The parties to this MOU agree that joint funding is a necessary foundation for an integrated service delivery system. The goal of the operating budget is to develop a funding mechanism that: a Establishes and maintains the Local workforce delivery system at a level that meets the needs of the job seekers and businesses in the Local area; b. Reduces duplication and maximizes program impact through the sharing of services, resources, and technologies among Partners (thereby improving each program's effectiveness); 80A-111 =4111Ho. c. Reduces overhead costs for any one Partner by streamlining and sharing financial, procurement, and facility costs; d. Ensures that costs are appropriately shared by AJCC Partners by determining contributions based on the proportionate use of the AJCC centers and relative benefits received, and requiring that all funds are spent solely for allowable purposes in a manncr consistent with the applicable authorizing statutes and all other applicable legal requirements, including the Uniform Guidance; and, e. All parties will meet and confer regarding replacement, acquisition, cleaning and maintenance offumishings. The parties consider this AJCC operating budget the master budget that is necessary to maintain the SAWDB's high -standard AJCC. It includes the following cost categories, as required by WIOA and its implementing regulations: a infrastructure costs (also separately outlined below in the Infrastructure Funding Agreement); b Career services; and a Shared services. All costs must be included in the MOU, allocated according to the AJCC Partner's proportionate use and relative benefits received, reconciled every six (6) months against actual costs incurred, and adjusted accordingly. The AJCC operating budget is expected to be transparent and negotiated among Partners on an equitable basis to ensure costs are shared appropriately. All Partners must negotiate in good faith and seek to establish outcomes that are reasonable and fair. All Partners must adhere and reference the rules andregulations included in the executed Office Lease, attached hereto as Attachment 5 and incorporated herein by reference. The Infrastructure Funding Agreement C N) contains the infrastructure costs budget that is an integral component of the overall AJCC operating budget. The IFA is a mandatory component of the local MOU, described in WIOA sec. 121(c) and 20 CFR 678.500 and 678.755. The IFA contains the AJCC Comprehensive Infrastructure Budget, and Other System Cost Budget, included herein as Attachment 3 and incorporated herein by reference, that is an integral component of the overall AJCC operating budget. The other component of the IFA is the Applicable Career Services, attached herein as Attachment 3-1 and incorporated herein by reference, which includes the shared operating costs and shared services. The overall AJCC operating budget includes the Comprehensive Cost Allocation and Partner Contributions, attached herein as Attachment 4 and incorporated herein by reference. AJCC infrastructure costs are defined as non -personnel costs that are necessary for the general operation of the AJCC, including, but not limited to: a. Rental of the facilities; b. Utilities and maintenance; 80A-112 EXHIBIT 113 c. Equipment, including assessment -related products and assistive technology for individuals with disabilities; and, d. Technology to facilitate access to the AJCC, including technology used for the center's planning and outreach activities. Changes in the AJCC Partners or an appeal by an AJCC Partner's infrastructure cost contributions will require an amendment of the MOU. 13. COST ALLOCATION METHODOLOGY The purpose of this infrastructure cost sharing methodology is to summarize, in writing, the methods and procedures that the SAWDB will use to share costs with the AJCC Partner. The AJCC Partner agrees that it will be charged on a monthly basis according to the following cost sharing methodology, and that monthlypayment will be submitted within the first ten (10) calendar days of each month. 14. INFRASTRUCTURE COST ALLOCATION METHODOLOGY a. Rent Costs Rent costs shall be based only on the base rent. The base rent is derived from the total assigned square footage, calculating the percentage of usage by AJCC Partner and applying that percentage to the common area square footage. Assigned square footage plus the percentage of common area square footage equals total square footage for each AJCC Partner. Total square footage for each AJCC Partner multiplied by the base rent per square foot equals total base rent for each AJCC Partner as indicated in the AJCC Comprehensive Infrastructure Budget, and Other System Cost Budget and the Comprehensive Cost Allocation and Partner Contributions. The base rent has an annual increase of 3% over the five-year life of the Office Lease document (Attachment 5 attached herewith and incorporated herein by reference). A.. Ud ides and ,Maintenance: This section includes only telephone services, which includes voice -mail on AJCC Partners' phones. Costs for staff phones are charged based on the AJCC Partner's assigned space. Common area phones will be charged according to space allocation. c. Telephones: Telephone costs include the cost of purchasing and installing a new phone system utilized by the AJCC Partners. Telephone costs are based on the actual cost for telephones in assigned spaces. Common area telephones are allocated based on percentage of space allocation. d Technology and Intcrnet Access Costs: Installation of Network Wireless Bridge will be a monthly charge based on costs from the vendors. The cost per AJCC Partner is derived from the calculation of total percentage of space used by each AJCC Partner. Recurring monthly charges for Internet, Wi-Fi and other technology charges are allocated based on the percentage of total space allocated. Access Card System installation and programing of the key card system, Data & Phone cabling and Switches will be a monthly charge to all collocated Partners based on allocated space. 15. INFRASTRUCTURE CONTRIBUTIONS The AJCC Partner may provide cash, non -cash (in- kind), and third -party in -kind contributions to cover its share of infrastructure costs. In -kind contributions cannot be used to fund non- 10 80A-113 EXHIBIT 1B infrastructure costs (such as personnel), and must be valued consistent with Uniform Guidance Section 200.306 to ensure such contributions are fairly evaluated and qualify for the AJCC Partner's proportionate share. If third -party in -kind contributions are made to support the AJCC as a whole (such as facility space), that contribution will not count toward the AJCC Partner's proportionate share of the infrastructure. Rather, the value of the contribution will be applied to the overall infrastructure budget prior to determining proportionate amounts and thereby reduce the contribution required for all AJCC Partners. a. Cash Cash funds provided to the SAWDB, or its designee, by AJCC Partners, either directly or by an interagency transfer, or by a third party. b. Non -Cash Expenditures incurred by AJCC Partners on behalf of the AJCC; and Non -cash contributions or goods or services contributed by a Partner program and used by the AJCC. a~ Third party In;kind Contributions of space, equipment, technology, non -personnel services, or other like items to support the infrastructure costs associated with AJCC operations, by a non-AJCC Partner to: Support the AJCC in general; or, Support the proportionate share of AJCC infrastructure costs of a specific Partner [20 CFR 678.720; 20 CFR 678.760; 34 CFR 361.720; 34 CFR 361,760; 34 CFR 463.720; and 34 CFR 463.760]. 16.OTHER AJCC DELIVERY SYSTEM COSTS In compliance with WIOA Joint Rule Section 678.760, the AJCC Partners will use a portion of funds made available under their authorizing federal statute (or fairly evaluated in -kind contributions) to share the additional costs relating to the operation of the One -Stop delivery system. These costs may be shared through cash, non -cash, or third -party in -kind contributions. As required by WSD16-09, the amount of funds that the AJCC Partner has budgeted to expend on applicable career services and other shared services, which cumulatively with the other AJCC Partners budgeted amounts shall form the Comprehensive Cost Allocation and. Partner Contributions. a. Career Services Applicable to the AJCC Partner The AJCC Partner shall provide applicable career services to clients as set forth in the Santa Ana AJCC Partner Services. The agreed upon Applicable Career Services Budget is set forth in Attachment 3-1 attached hereto and incorporated herein by reference. This budget consists of the AJCC Partner's costs for the service delivery of each applicable career service indicated in the Santa Ana AJCC Partner Services. b. Required Consolidated Budget for the Delivery of "Applicable Career Services'§ The other system costs budget must be a consolidated budget for applicable career services. This budget must include each of the Partnees costs for the service delivery of each applicable career 11 80A-114 EXHIBIT 16 service and a consolidated system budget for career services applicable to more than one Partner as indicated in the Comprehensive Cost Allocation and Partner Contributions. AJCC Partners understand that while only collocated Partners share infrastructure costs, at this time, all AJCC Partners must share in other System costs through non -cash (in -kind) contributions as set forth herein. 17. DATA SHARING Parties agree that the use of high -quality, integrated data is essential to inform decisions made by polieymakers, employers, and job seekers. Additionally, it is vital to develop and maintain an integrated case management system, as appropriate, that informs customer service throughout customers' interaction with the integrated system and allows information collected from customers at intake to be captured once. Parties fitrther agree that the collection, use, and disclosure of customers' personally identifiable information (PH) is subject to various requirements set forth in Federal and State privacy laws. Partners acknowledge that the execution of this MOU, by itself, does not function to satisfy all of these requirements.. All data, including customer PII, collected, used, and disclosed by Partners will be subject to the following: a Customer PII will be properly secured in accordance with the SAWDB's policies and procedures regarding the safeguarding of PII; h The collection, use, and disclosure of customer education records, and the PH contained therein, as defined under FERPA, shall comply with FERPA and applicable State privacy laws; c All confidential data contained in Unemployment Insurance wage records must be protected in accordance with the requirements set forth in 20 CFR part 603; d All personal information contained in Vocational Rehabilitation records must be protected in accordance with the requirements set forth in 34 CFR 361.38; e Customer data may be shared with other programs, for those programs' purposes, within the AJCC network only after the informed written consent of the individual has been obtained, when required; f Customer data will be kept confidential, consistent with Federal and State privacy laws and regulations; and, g All data exchange activity will be conducted in machine readable €ormat, such as HTML or PDF, for example, and incompliance with Section 508 of the Rehabilitation Act of 1973, as amended (29 U.S.C. § 794 (d)). 12 80A-115 EXHIBIT 113 All AJCC and Partner staff will be trained in the protection, use, and disclosure requirements governing PII and any other confidential data for all applicable programs, including FERPA- protected education records, confidential information in Ul records, and personal information in. VR records. 18. CONFIDENTIALITY All parties expressly agree to abide by all applicable Federal, State, and local laws and regulations regarding confidential information, including PII from educational records, such as but not limited to 20 CFR Part 603, 45 CFR Section 205.50, 20 USC 1232g and 34 CFR part 99, and 34 CFR 361.38, as well as any applicable State and local laws and regulations. Each party will ensure that the collection and use of any information, systems, or records that contain PH and other personal or confidential information will be limited to purposes that support the programs and activities described in this MOU and will comply with applicable law. Each party will ensure that access to software systems and files under its control that contain PH or other personal or confidential information will be limited to authorized staff members who are assigned responsibilities in support of the services and activities described herein and will comply with applicable law. Each party expressly agrees to take measures to ensure that no PH or other personal or confidential information is accessible by unauthorized individuals. To the extent that confidential, private, or otherwise protected information needs to be shared amongst the parties for the parties' performance of their obligations under this MOU, and to the extent that such sharing is permitted by applicable law, the appropriate data sharing agreements will be created and required confidentiality and ethical certifications will be signed by authorized individuals. With respect to confidential unemployment insurance information, any such data sharing must comply with all of the requirements in 20 CFR Part 603, including but not limited to requirements for an agreement consistent with 20 CFR 60110, payments of costs, and permissible disclosures. With respect to the use and disclosure of FERPA-protected customer education records and the PR contained therein, any such data sharing agreement must comply with all of the requirements set forth in 20 U.S.C. § 1232g and 34 CFR Part 99. With respect to the use and disclosure of personal information contained in VR records, any such data sharing agreement must comply with all of the requirements set forth in 34 CFR 361.38, 19. PRESS RELEASES AND COMMUNICATIONS All parties shall be consulted and notified prior to communicating with the press, television,radio or any other form of media regarding its duties or performance under this MOU. Participation of each party in press/media presentations will be determined by each party's public relations policies. The parties agree to utilize the AJCC logo developed by the State of California and the SAWDB on buildings identified for AJCC usage. 13 80A-116 EXHIBIT 1B 20. ACCESSIBILITY Accessibility to the services provided bythe AJCCs and all Partner agencies is essential to meeting the requirements and goals of the local. AJCC network. Job seekers and businesses must be able to access all information relevant to them via visits to physical locations as well as in virtual spaces, regardless of gender, age, race, religion, national origin, disability, veteran's status, or on the basis of any other classification protected under state or federal law. 21. NON-DISCRIMINATION AND EQUAL OPPORTUNITY All parties to this MOU certify that they prohibit, and will continue to prohibit, discrimination, and they certify that no person, otherwise qualified, is denied employment, services, or other benefits on the basis of (i) political or religious opinion or affiliation, marital status, sexual orientation, gender, gender identification and/or expression, race, color, creed, or national origin; (ii) sex or age, except when age or sex constitutes a bona fide occupational qualification; or (iii) the physical or mental disability of qualified individual with a disability. 22. GRIEVANCES AND COMPLAINTS PROCEDURE The AJCC Partner agrees to establish and maintain a procedure for grievance and complaints as outlined in WIOA. The process for handling grievances and complaints is applicable to customers and Partners. These procedures will allow the customer or entity filing the complaint to exhaust every administrative level in receiving a fair and complete hearing and resolution of their grievance. The Partner further agrees to communicate openly and directly to resolve any problems or disputes related to the provision of services in a cooperative manner and at the lowest level of intervention possible. All Partners agree to inform each other immediately when a customer violates an established policy that would require them to be banned from the center or involves police authorities. 23. AMERICAN'S WITH DISABILITIES ACT AND AMENDMENTS COMPLIANCE The AJCC Partner agrees to ensure that the policies and procedures as well as the programs and services provided at the AJCC are in compliance with the Americans with Disabilities Act ("ADA") and its amendments. Additionally, the SAWDB and the AJCC Partners will ensure that policies and procedures established by the SAWDB and the AJCC Partners are in compliance with the ADA. 24. HOLD HARMLESS/INDEMNIFICATION/LL4,BILITY In accordance with provisions of Section 895.4 of the California Government Code, each signatory hereby agrees to indemnify, defend and hold harmless all other signatories identified in this MOU from and against any and all claims, demands, damages and costs arising out of or resulting from any negligent acts or omissions which arise from the performance of tine obligations by such indemnifying party pursuant to this MOU. In addition, except for Departments of the State of California which cannot provide for indemnification of court costs and attorney's fees under the indemnification policy of the State of California, all signatories to this MOU agree to indemnify, defend and hold harmless each other from and against all court costs and attorney's fees arising out of or resulting from any negligent acts or omissions which arise from the performance of the 14 80A-117 EXHIBIT 1B obligations by such indemnifying party pursuant to this MOU. It is understood and agreed that all indemnity provided herein shall survive the termination of this MOU. 25. SEVERABILITY If any part of this MOU is found to be null and void or is otherwise stricken, the rest of this MOU shalt remain in force. 26. DRUG AND ALCOHOL -FREE WORKPLACE All parties to this MOU certify they will comply with the Drug -Free Workplace Act of 1988, 41 U.S.C. 702 et seq., and 2 CFR part 182 which require that all organizations receiving grants from any Federal agency maintain a drug -free workplace. The recipient must notify the awarding office if an employee of the recipient is convicted of violating a criminal drug statute. Failure to comply with these requirements may be cause for suspension or debarment under 2 CFR part 180, as adopted by the U.S. Department of Education at 2 CFR 3485, and the U.S. Department of Labor regulations at 29 CFR part 94. 27. CERTIFICATION REGARDING LOBBYING All parties shall comply with the Byrd Anti -lobbying Amendment (31 U.S.C. Sectionl352), 29 C.F.R. Part 93, and 34 CFR part 82, as well as the requirements in the Uniform Guidance at 2 CFR 200.450. The parties shall not lobby federal entities using federal funds and will disclose lobbying activities as required by law and regulations. 28. DEBARMENT AND SUSPENSION All parties shall comply with the debarment and suspension requirements (E.0.12549 and12689) and 2 CFR part 180 and as adopted by the U.S. Department of Labor at 29 CFR part 2998 and by the U.S. Department of Education at 2 CFR 3485. 29. PRIORITY OF SERVICE All parties certify that they will adhere to all statutes, regulations, policies, and plans regarding priority of service, including, but not limited to, priority of service for veterans and their eligible spouses, and priority of service for the WIOA title I Adult program, as required by 38 U.S.C, see. 4215 and its implementing regulations and guidance, and WIOA sec. 134(c)(3)(E) and its implementing regulations and guidance. Partners will target recruitment of special populations that receive a focus for services under WIOA, such as individuals with disabilities, low-income individuals, basic skills deficient youth, and English language learners. 30. BUY AMERICAN PROVISION Each party that receives funds made available under title I or II of WIOA or under the Wagner- Peyser Act (29 U.S.C. Section 49, et. seq.) certifies that it will comply with Sections 8301 through 8303 of title 41 of the United States Code (commonly known as the "Buy American Act.") and as referenced in WIOA Section 502 and 20 CFR 683.200(f). 15 80A-118 EXHIBIT 1B 31. SALARY COMPENSATION AND BONUS LIMITATIONS Each party certifies that, when operating grants funded by the U.S. Department of Labor, it complies with TELL 05-06, Implementing the Salary and Bonus Limitations in Public Law 109- 234, TELL 17-15, Workforce Innovation and Opportunity Act (WIOA) Adult, Dislocated Worker and. Youth Activities Program Allotments for Program Year (PY) 2017; Final PY 2017 Allotments for the Wagner-Peyser Act Employment Service (ES) Program Allotments; and Workforce Information Grants to States Allotments for PY 2017,.Public Laws 1.14-113 (Division H, title I, Section 105) and 114-223, and WIOA section 194(15)(A), restricting the use of federal grant funds for compensation and bonuses of an individual, whether charged to either direct or indirect, at a rate in excess of the Federal Office of Personnel Management Executive Level IL This MOU will remain in effect until the end date specified in section 4 above, unless: a. Federal oversight agencies charged with the administration of WIOA are unable to appropriate funds or if funds are not otherwise made available for continued performance for any fiscal period of this MOU succeeding the first fiscal period. Any party unable to perform pursuant to MOU due to lack of funding shall notify the other parties as soon as the party has knowledge that funds may be unavailable for the continuation of activities under this MOU; b. WIOA is repealed or superseded by subsequent federal law; c. Local area designation is changed under WIOA; and, d. A party breaches any provision of this MOU and such breach is not cured within thirty (30) days after receiving written notice from the SAWDB Chair (or designee) specifying such breach in reasonable detail. hi such event, the non -breaching party(s) shall have the right to terminate this MOU by giving written notice thereof to the party in breach, upon which termination will go into effect immediately. In the event of termination, the parties to the MOU must convene within thirty (30) calendar days after the breach of the MOU to discuss the formation of the successor MOU. At that time, allocated costs must be addressed. This MOU is of no force or effect until signed by authorized representatives of the participating parties, and approved by the Chief Local Elected Official or his/her designee. The MOU, once signed, becomes part of the local WIOA Plan. Any party may withdraw from this MOU by giving written notice of intent to withdraw at least thirty (30) calendar days in advance of the effective withdrawal date. If agreed to by all parties, the timeframes for notice may be reduced or extended. Notice of withdrawal shall be given to the SAWDB at the address listed in the signed attachments of this MOU, and to the contact person so listed, considering any information updates received by the parties, a courtesy notification shall be made to all parties of this MOU in a timely manner. 33. NOTICES All notices, requests, claims, correspondence„ reports, statements authorized or required by this Agreement, and/or other communications shall be addressed as follows: 16 80A-119 EXHIBIT 1B City of Santa Ana: City of Santa Ana Administration Services 801 W. Civic Center Dr., Suite 200 Santa Ana, CA 92701 COUNTY: County of Orange Social Services Agency Contracts and Procurement Services 500 N. State College Blvd, Suite #100 Orange, CA 92868 34, INSURANCE The AJCC Partners agree that their current in force insurance or self-insurance coverage programs shall apply to their operations performed under the Workforce Innovation Opportunity Act and at the SAWC, including commercial general liability, property damage liability, business personal property, workers' compensation and employee dishonesty/crime coverages. The City of Santa Ana shall be named as additional insured for such insurance and the coverage shall be primary and non-contributory with regard to the City. 35> AUTHORITY AND SIGNATURES The individuals signing this MOU and its attachments, which are incorporated herein by reference, have the authority to commit the party they represent to the terms of this MOU, and do so commit by signing. ATTACHMENTS Attachment 1: AJCC Partners Location and Map Attachment 2: Santa Ana AJCC Partner Services Attachment 3: AJCC Comprehensive Infrastructure Budget, and Other System Cost Budget Attachment 3-1: Applicable Career Services Attachment 4: Comprehensive Cost Allocation and Partner Contributions Attachment 5: Office Lease Attachment 6: Orange County Development Board Letter 17 80A-120 EXHIBIT 1 B WHEREFORE, the parties hereto have executed this Agreement in the County of Orange, California. FOR THE CITY OF SANTA ANA Attest: Norma Mitre, Acting Clerk of the Council Dated: Recommended for Approval: Steven A. Mendoza, Executive Director Community Development Agency City of Santa Ana: Kristine Ridge, City Manager Dated: Approved as to Form: RyaAA Ho e, Assistant City Attorney Dated: March 12, 2019 &f3XVjI_#ii 1�:11%7tifTii�7 ax c,i . t r . t i, is 80A-121 WHEREFORE, the parties hereto have executed this Agreement in the County of Orange, California. COUNTY OF ORANGE A Political Subdivision of the State of California By: CHAIRWOMAN OF THE BOARD OF SUPERVISORS COUNTY OF ORANGE, CALIFORNIA SIGNED AND CERTIFIED THAT A COPY OF THIS AGREEMENT HAS BEEN DELIVERED TO THE CHAIR OF THE BOARD PER G.C. SEC. 25103, RESO 79-1.535 ATTEST: ROBIN STIELER Clerk of the Board County of Orange, California APPROVED AS TO FORM COUNTY COUNSEL COUNTY OF ORANGE, CALIFORNIA r Dated. IT] 80A-122 EXH I lt4laclrent 1 Partner Program Partner Authorization/Category Physically Organization Co -Located Title I Adult, Dislocated City of Santa Ana Workers and Youth WIOA Title I Adult, Dislocated Workers, Youth Yes Programs programs Rancho Santiago WIOA title 11 Adult Education and Family Adult Education/ Community College Literacy Act (AEFLA) program Career and technical education (CTE) Literacy and Carl Perkins District Career Technical programs at the postsecondary level, No Education authorized under the Carl D. Perkins Career and Technical Education Act of 2006 (20 U.S.C. 2301 et seg.) Wagner-Peyser Employment WIOA title III Wagner-Peyser Employment Development Services, authorized under the Wagner-Peyser Yes Department (EDD) Act (29 U.S.C. 49 et seq.), also providing the state's public labor exchange. Employment Veterans Development Jabs forVeterans State Grants (JVSG), Yes Department (EDD} authorized under chapter 41 of title 38, U.S.C. Employment Trade Adjustment Assistance (TAA), Trade Act Development authorized under chapter 2 of title it of the Yes Department (EDD) Trade Act of 1974 (19 U.S.C. 2271et seq.) Unemployment Employment Insurance (UQ Development Unemployment insurance programs under No Department (EDD} state unemployment compensation laws. State Department of WIOA title IV State Vocational Rehabilitation Vocational Rehabilitation program authorized under title I of the Rehabilitation Services Rehabilitation Act of 1973 (29 U.S.C. 720 et Yes seq.) Temporary Assistance Social Service Temporary Assistance for Needy Families for Needy families Agency -Family Self- (TANF), authorized under part A of title IV of Yes (TANF) Sufficiency the Social Security Act (42 U.S.C. 601 et seq.) Senior Aid Program Senior Community Service Employment Senior Aid Program Regions 11 & III Program (SCSEP), authorized under title V of Yes SER-Jobs for the Older Americans Act of 1965 (42 U.S.C. Progress, Inc. 3056 et seq.) Job Corps Long Beach Job Corps WIOA Title I C, Jobs Corps No Native American Southern California Indian and Native American Programs (Section Programs Indian Center 166) No Housing & Urban Santa Ana Housing Housing & Urban Development (HUD) Development Authority Yes Adult Demonstration Orange County Reentry Employment Opportunities (EO) Sheriffs Department programs authorized under sec. 212 of the Na Second Chance Act of 2007 (42 U.S.C.17532) and WIOA sec.169 80A-123 EXHIBIT 113 CENTER AND ITS PARTNERS 0 ST.ANDREW PY.. M c SS GE TROM DYERR[R ALTON MACA2TNggUR St. tT SUNFLOWER N.. 3 e ` N mommiU� Santa AnaWORKCemer ma Ameelets Job Center ofCalifimia 801W.CiviccenterDr. Santa Aaa,CA92701 Employment Development Deparhnent StatebepartnerrtofRehabilitation Centennial Adult Education =."'tnger Ave. Santa Ana, CA92704 f.:;; Santa Alta College h'`3}SantaA1530 W. t6C7th 9t. Santa Ana,CA 92706 StateDeparimentof Reh*11tation 7097he City Drive, Suite 110 O nge„CA92d88 Social Services Agency 1928S.Grand Ave. Santa Ana, CA92706 tong Beach Job Corps 01903 Santa Fe Ave. Long Beach, CA 90810 Asian p SeniWCenterPartners:n 950 N. Birch St. Santa Ana, CA 92701 0.CSoORcdusiWIndustrietAgencytdes Goodwill od SERBSenlorAkt Program Learn4LRe College&Workforce Preperation Center 1572 N. Main St. Orange.CA92867 C1FIROPY &Rey High School 0 1801 S. Greenville SantaAna,CA92704 Remington Education Center W 1325 E.4th SL Santa Ana, CA 92701 EXHIBIT 1B N M s d v ° a m V �p � a+ p` QCL G4 7J 01 FL LO O I— w� O a a Q Q Q a O coa m 0 a F= F: F= F" a 00 W d h tCl 00 M1 h 00 r; GC � h 11'i Vi 6D lD' � l6 O. en Ct W W N N ff; N' N N tr41 N N rl rN a-! CO a-1 W 00 N rl gg�� C OJ 6_d •Z •C 47 CY I,p 00 a h h al b0 611 C �' i'.. W N 00 a M 6i M 00 M UO GV7 v Pi �i ri d r, ai 69 a h v e vi L M` N MCA 1 u Ni erl Ob rf P Q ay 1!9 Cd M N 06 <i ael �„� L ea -A e-1 k' N 0 N \0 co fi! Cfl t a-6 W k V1 W cY c-i 6/ 'g C4 Q e-1 v Of L ; vi k N M N bA ;� M ei rf v-1 s*P e-C N N e-1 ri a-1 N �-f N tEl F h1 u C C G C V O C vi E E O O O O p U u S O O- w an O a@ w m w 6 ?.�u- fZ. C m Le W W 0 0 W N� N� � � C (�j V f 76 :2 Q LU w ao AE AE AE d-Gal- LA os¢c E atro �+�- c O C E p, CL A Q. a R$ Z m r '�� E u c E O O RO C NCO w e'C.. C 5 Gam' t.S 5 V w W W w d to .0 u O C 0 U d d eu d Vt vOi u�°.. Km CO1.Oi on S C C C m � Q! E O ', p E CL i+ C N 4 Q d a E w o, to a Oe�-t oeS 4 O L = c o er to a 0,E ..' a u v s° '00 cc O 80A-125 EXHIBIT 1 B a o a h o CIA .� � y o 0*0 ++ a .o> n ,2 av, av•o £ � ? E •v `fin 4 tr °gp v tl sac ro v uvx E a v .X as a��. c ar a Gpawax ar°Eb ucciE5�® c o,of So 9$ v a ar c'8 ,9 " c o o °• u4¢ c c C «yc v o o O CSC O G ram.. �% 47 •b C'? ?. N � � ca� a 0 ou u c W .M a W v ttt « 9Y 2N � bo bk .' `.. � e U c 2 o W' a� v.4z �uFJ E u«° 016 Q•o o`aoo 'er F. 'r as bA'� ; a �' �gca'y* G cx«gv v> t4v vr°Ea -o -a coat c,• ° .L > b4 c.a a . c ' fg o_ oEv �C>wmS „�E �. ono C a o P! C w « E^" W C .`F' gg�,, O N E � �v � � u b"•ax .� N c ,c aka � E .� ° .a A .,z_a ® � .. .� a � x a.?4 Ya o • a� a _ar $ a « � `v o'„n on bn RS oo� 10 tlr aEp a y' g ate. v ao 6E N °u c°i y� g� o o 9C.) _o v 6n�^> a gib. fi Sn Q o� U .m E t c c u c c. o c v v a w a U 80A-126 :IM lWomil-IN& :3 � n � •� M n w o �' o m c o aT E C Gb w N c Zr- SrS y �C C U a C C9 e Y w C •b cT 0 `C p �° o acr LU2 fi. c a—, r ❑ .y w�T p .n a3 ;e7 ,� ?�j U C •i. t2 , °= 0 402 .6 u R o •p} 0 ;�'.' N E a•> € ° a en Oro cy C ° O: � i rUi, y, S N �++ d a � a ° a >.� .« ° >� a N o Lyyy qyqr};; "•�'_ E _0i U c" � a O 'G N t7 U >Q U d c ro' � a E C E « U ell H rrx � Y c• o ffl L N yly c� 1 U p .° a U e° .` ° A" a M"0 a to �o P: den E SA p a OC or, O .4 rn Mrmlf lIfi a u d no t ro J. w W [`z 00 0 80A-128 EXHIBIT 113 rn cV s+ C 0 E .0 V ab ua Y a O C • � F 9Y ® ® O V�yOry" ki.{ fS.. CS p W a ar •U O � Q c v U •. ® � � •C O O N O O F u N N O m QQ O C3 Q ro'C" GcT .E4 m u ' U W F do -oc 6 m ""•5 s O fA Q` l/J F 'E- i aV�•' � ❑ LV C C c. U RRtt .0 p y O i5 Ey �„ m C 0 O 6 0 Q3 �. 'L7 i C +� N 'O ��j, e 0 O 20 vi O C G ® Cd L G O CL 40to 'C C) LY. U >* �' .ram. + to C W to '��- a' >,.� c • m � _ � �' a. a .� E i Ca. SS. y an O ,UO 0 0 Y O B5 CU R. O'm G. F O C8. F act c rn U ,0. too to 4Y G 'p is U a�i Np w 6 _• p L t# U E V U N ¢ n ceye u E> a ° cw Q w o a'' w 3 ?a cam Wc c ns o to � � � 'i ca U L 54 c to oa C 2.0 a4'G0 P. d E F F a .a - cUa w y onY F p r aY aF. s CAD u airs O tit N fh 7 V1 W l•• 00 fT 80A-129 EXHIBIT 1B n � � 7 J ` \ k }E U 77 « a¢<9 ƒ «)§«ƒ)f \\)))a\2 ?��¥4■�oJ EXHIBIT 1B Attachment 3 Santa Ana Workforce Development Board A1CC Comprehensive Infrastructure Budget, and Other System Cost Budget Cost Caiegorv(t{nethem eostOatatls Casts Total Rlomhp Property Rent fi't }k,r hhr r# Is �oPal "r eP -M." a { terra. v ;�.s +`en6ssa„ yEtP,d a'. Rent Base Rent Wit lanitadal, Matat and Utirnles $42,5 66.20 $2,621.52 $2,621.52 0 erational cost ills of Rent Management Fee 1,76%ofRent Total Routr $4$6 6.20 ,8 2; .B2 UtilFttes/Maim`' _ , Telephone Services Per Person MOMhlyeastsefcial Toneaod Voke Mait Assigned $0.00 Shared Phones by osa a parsentage 5212.50 Security Guard $50,156.78 1 5267,B9 $257.89 Total Utilities/Maintenance $25T.6g $0.00 $257.89 `E4UIpm6nt - ,. New Phone System PhaoeshY assigned Phones $$.578.55 $0.00 Shared Bask Phones $697.86 Licenses assioned ohnness $4,680.46 Ucenses 655720 Switches $5.035.07 New Phone System Annual Support Cost Tnbl Equi wont $21,622.23 $0.00 $0.00 a4TechnOlog4and Acaei$ Cons , Network Wireless Bride NetworR $14,08all $14.49 514.48 Access System/Card Ke Card System $17,194.28 $17.68 WAS peas &Phone Cahlin Cafilin $68097.10 $59.74 $59.74 Wranatinn Top noogy st Per Month Wheless kretviark Bridge Maintenance $7,425.Qp $7.04 $7.64 •°'Printers Annual Resource am se y clients onl 56,523,2O $0.00 opyr staffoniy, $4,194.60 SD.DO TotatTechnotogyand Access 51O7,614A1 $0.00 $99.64 $0.00 Sea.54 infrastructure Total 1 r! t rr ex en manse $130,891.64 xi rmen(ete S426D620 rg arncw c0 ""gn�umss to partners. yurpmera sa Year amar sa a p S basic pfiarres nresfmredpfmrasmrdeimrgarfbYparcantt{¢e •a7icArcolagN aadRcTest Cnsls are af( Ovted wrpercenroge and memrnzed uver5 yti!ars aa.Cepters are Jeered egwpmau mrdare charged byperceamge. Adhdwral chargefor usage n911 be ca(calared arnl c7mrgad 80A-131 EXHIBIT 1B Attachment 3-1 APPLICABLE CAREER SERVICES Sharing Other One -Stop Delivery System Costs The budget must include "applicable career services° as well as any other shared costs agreed upon by the AJCC partners. While only co -located partners share infrastructure costs, all One -Stop partners must share in other system costs, including applicable career services. Required Consolidated System Budget for "Applicable Career Services" Summary of Career Services Applicable to Each AJCC Partner The MOU requires identification of the career services that are applicable to each partner program (Attachment 2). Accordingly, this budget includes each of the partner's costs for the service delivery of each applicable career service. Unlike Infrastructure cost sharing, other system costs, Including "Applicable Career Services" are not limited to the non -personnel costs and should include all costs related to the administration and delivery of those services. AJCC Applicable Career Services SSA Career Services: $314,223.90 • EligibiIity Determination (1) • Outreach, Intake and Orientation (2) • Initial Assessment (3) • Job Search, Placement Assistance, and Career Counseling (4) • Employment statistics -Labor Market Information (5) • Eligible Provider performance and program. Cost Information (6) • Local Performance Information (7) • Supportive Services' Information (8) • Unemployment Compensation(9) • EligibilityAssistance(i0) • Follow -Up Services(I1) • Comprehensive and Specialized Assessments(12) • Individual Employment Plan. Development (13) • Group Counseling (14) • Individual Counseling and Career Planning (15) • Case Management (16) • Short -Term Prevocational Services (17) Training $485,776.10 • Occupational Skills Training (1) • On -the -Job Training (OJT) (2) • Workplace and cooperative education (3) • Training programs operated by the private sector (4) • Skills upgrading and retraining (5) • Entrepreneurial training (6) • Job -readiness training (7) • Adult Education and Literacy programs (8) • Customized training (9) 80A-132 EXHIBIT 1B Attachment 3-1 APPLICABLE CAREER SERVICES Employer Services $0 • Employer needs assessment (1) • Job posting (2) • Applicant pre-screening (3) • Recruitment assistance (4) • Training assistance (5) • Labor Market Information (6) • Employer information and referral (7) • Rapid Response and Layoff Aversion (S) Total Career Service Cost $800,000 80A-133 "; < •� 8 A, K K W pp pKr y} i C Out V JN OQ 'C W L r 'O r m hrh � m 1p b � ;G C T eri ei V [L G !G p ILI ➢p0 �• �I iMe � -�; iv Er Y1 ♦` .i N Min N b d A M 40 C :•d G S N (rp� 1O M Ny R .ah � W M F YW. aN 'N M C E vN 0 a` 6 rl EXHIBIT 1 B 80A-134 I EXHIBIT 1B A-2017.264 Attachment 5 OFFICE LEASE THIS OFFICE LEASE ("Lease") Is made and entered into by and between CP SANTANA, LLC, a Delaware limited linbllily company ("Lnndlorcl'I and the Tenant described In iteml of the Basic Lease Provislons as o1'the ENtecdve Date. BASIC LEASE PROVISIONS I, Tenant: THE CITY OF SANTA ANA,a charter city and municipal corporation, 2. Description of Project; Building; Promises: 2.1 , Project, As used herein, the "Project" means that certain commercial office building project, with all common areas and appurtenant parking facilities, located at 801 West Civic Drive, Santa Ana, California, and containing the Building, and any other building improvements located on die police[ of real property an which the Building Is located, 2.2 Building: As used herein, the "Building" means the commercial office building located at and cammanly known as 801 West Civic Drive, Santa Ana, California. 2.3 Rentable Area of Building: 124,165 rentable square feet ("RSP') 2.4 Premises( A portion of the second (2"u) floor of the Building known as Suite 200, as depicted on Exhibit "A" attached hereto, 2.5 Rentable Area of Premises: 19,321RSF, 3. Term: 3.1 Tnrget Delivery Date: April 1, 2011. 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) mmtdts after the Coacmencemont 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 Seclimr3.2.2, below and Schedule "d-I" of Exhibit " "attached hereto. 4. Base Rent: During the Initial Temi, Base Rent shall be payable at the following rates: Months Monthly Base Rental Rate Base Rent ($/RSF/mo) ($Aso) 1-12 $2.2000 $42,506.20 13-24 S2,2660 $43,781.39 25—'36 - $23340 $45,094.83 37-49 $2.4040 $46,447,67 49.60 $2.4761 $47,841,10 5. Additionni Rent: 51 Tenant's Percentage Share: 15,561"% 5,2 Base Yew: 9.018 6. Security Deposit: None 7. Permitted Use: General office use slid other lawful incidental uses, consistent with a lust class. high-rise commercial office project, 8. Parking Numhen The whole number closest to the piaduct of (a) the number of RSF contained in the Premises and (b) 0,004 (such that It is agreed That the Parking Number with reapecl to the Initial Prumiaes Is eighty-two (82)). 9. Brokers: Lee Fe Associates Really Group Nestporl Beach, [no., representing 'Ienonl, and .tones Lang LnSallo Brokerage, representing I.endinrd, 10. Address 1'nr Payuents: All payments payable to Landlord under thin Lease shall be sent to the Iollowing address ar to such other 801 I t' Cirie Cunler De—Cflp oJ'Snnhr.4rer Leine -i- 80A-135 EXHIBIT 1B IL AddresstorNaticcs: 11.1 To Tenant: address as Landlord may designalc, or by wire transfer. lEbyehec : Ifbv wire Imnsfer; CIF Santana LLC do Ocean West Management Services 33351 Collection Center Drive Chicago; IL60693.0333 Reference: City ofSaotaAna6SUILe200 Prior to the Commencement Date: City of Santa Ana Clerk of the Council 20 Civic Center Plaza, M-30 Santa Ana, CA 92702 Attn; [[ Mier the Commenemenl bate; Al die Premises: Attn; Deborah Sanchez Bank Name; Bank orAmeelco N, A. Bank Address: 100 W. 33rd Street New York, NY 100 Account Name: CF Sealants LLC Aca ff: 4451112624 ABA'dt 111000012 Reference; City of Santa Ana/Suite200 With a cony to: City of Santa Ana Clerk of the Council 20 Civic Center Plaza, M•3O Santa Ana, CA 92702 Ann: [1 lj With a copy to : CityAttomey's Office —City of Santa Ana 20 Civio Cenler Plan, M-29 Santa Ana, CA 92702 11.2 To Landlord: CIF Santana LLC Will] a cony to; do OW Management SeNleea, Inc. 3t4t W. 9" Street, Suite 808 Zubor Lawler & Del Duca LLP Los Angeles, California 90015 777 South Figueroa, 378' Floor _ __-AtIff: Tod Bisahak----__.___....,..._..............._.._Los Angeles,CK900T7-----... .._. Attn: David B. Lambert, Fisq. This Lease shall consist of die foregoing 'Basic Lease Provisions", consisting of t. teas. I. through J I above, the "Standard )Loose Provisions", consisting of Articles I dirouglr j7 which follow, and Exhibib "A" through "M" inclusive, all of which are incorporated herein by this refolenca. In the event or any con flat between any of the Basic Lease Provisions and any of the Standard Lease Provisions, the Standard Lease Provisions shoil central. Any initially capitalized terms used herein and not otherwise defined shall have the meaningsset forth in the Standard ).Rase Provisions. - 801 IVClyle Confer DO —QV q fSuoln.4no Lvaw 80A-136 EXHIBIT 1B STANDARD LEASE PRUVISIONS ARTICLE 1 _ DEFINITIONS 1.1 "Additional Rent" means all amounts Other than Rase Rent tint are payable by Tenant to Landlord pursuant to tills Lease, whether or not denominated us such. 1.2 "Affiliate" menus, with respect to any designated Person, any Person that Is directly or indirectly Controlled by, under common Control with or that Controls such designoled Person, 1.3 "Alterations" matins Any alterations, additions, improvements, removals or replacements to the Premises (including, without limitation, the Tenant Improvements, if nay) or any otherpor1lon ofthe Building or Profect. 1.4 "Approved Govern man till Euddes" means all orthe State and County agencies listed In Exhibit " "attached hereto. I,S "Base Rent" means rental amounts that arc payable by Tenant to Landlord pususnt to Sectloo 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 eh• conditioning ("IiVAC"), plumbing or sprinkler systems for the Building and/or the Project (and for the avoidance ofdoubt, It is understood and agreed teat the Building Systems do not; (I) 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 Ilmitotion, oily extension or distribution of services or utilities front the Building Systems serving such space) or (b) any; (1) supplemental or specialty electrical, mechanical, plumbing, heating, ventilation or air conditioning systems, fixhlses or equipment; (II) supplemental or specialty fire, lire, safely or security systems, fixture or equipment; (ill) oily video, audio, communications ar computOV systems, flxhll•CS or equipment (Including cabling)), 1.7 "Casuafty" is defined In Sectlon 13.1 I, 1.8 "Casnnity Damage" is defined in 9e9lon 13 i 1. 1.9 "Claims" means, collectively, claims, losses, damages, obligations, liabilities, costs and expenses, including, but not limited to, reasonable attorneys' teas and legal costs. 1,10 "Common Arms" means die lobby, plaza and sidewalk areas, accessways, Parking Facilities, and die area on individual floors In the Building devoted to corridors, fire vestibules, elevators, foyers, lobbies, electric and telephone closets, restrooms, mechanical rooms, janitnr's closets, and other similar facilities for the benefit orall tenants and Invitees and shall also mean those areas of Ole Building devoted to mechanical and service rooms servicing the Building, commencesI,II . "Comparable Buildings" means comparable Class "A" office buildings in the Market at the time tine Extension Tenn 1.12 "Control" or "Conb•ulling" means possession of the direct or indirect power to direct or cause the direction of die management and policies Of a Person, or ownership of any sort. 1.13 "Damngo Notice" is darned In Section 13 11, 1.14 "Darnall Rate" means till annual rate of interest equal to lesser tlC (a) eighteel percent (1 S%) per contain or (b) the maximum contract amount allowed by Law, 1.15 "Delivery Condition" means (mid the Premises Shull be in Delivery Condition) upon Substantial Completion orthe Premises, IJ6 "Delivery Dille" means the dale an which Landlord tenders to'I'enutt delivery of possession of the Premises hi due Delivery Condition; provided that if the dine on which the Promises at in Delivery Condition is delayed as result orally Tenon Delays, then for purposes of Mot"ining the Cuuunonce nuetit Dole, the Delivery Date shift be deemed to occur on die date that llhe Premises would have been in Delivery Condition bad such Tonani Delnys not occurred, As reasonably determined by Landlord. beam. 1.17 "ElTcefive Date' means- the date upon which this Lease s executed by Landlord, as indicated beneath Landlord's signature block 1,13 "Encumbrances"means liens,clninls, stop notices and violation notices, 1.19 "Environmental laws" meals anti includes all now slid harelter existing statutes, haws, ordinances. codes, reguldions, rules, rulings, ordors, decrees, directives, policies and requbemenls by any federal, stale orloeal governmohml authority regulating, relating to, ar imposing linbifity orstund"all ofconduct cuncenling public health and safely orthc environment 1.20 "Event ol'Del'aup" is delined in Section 11. I below, 1.21 "E.xeentive Order 132I4" means Executive Order 13224 signed on Septennber 24, 2001 and entitled "Blocking Prupurty and Prohibiting Trunsndians with Persons R'ho C'unlnhiL 'I'luenten to Commit, or Suppoi'ferrarism' 1.22 '9r,xpirn l fun Doti' WHIM at oily particulnr time, the dote on which the Tenn ix scheduled to expire. YoI t4'Civie Center Ur—Cih' nfS'nrror Ali, Leave 80A-137 EXHIBIT 1B 1.23"11aIdm'"means the holder ofany Security instrument, 1,24 "Expressly Restricled 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 an reprofesslonals or for the provislon of any health care services, (c) any schools, (d) miry retail or restaurant uses, (a) any residential use, (p any communications uses such As broadcasting radio and/or television stations, (g) "executive sale" type uses where office suites are maintained for Individual rental, or (h) any occupancy density greater than die average occupancy density for office tenants of the Project. 1,25 The "FMRR" of the Preal [sea for a particular Extension Tern (as defined in Schedule "J-I';) or for a portion Ior Loosed First Right Space (its dolled in $ ell ado a "J-2"') for the term of Tenant's lease diereof, 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 numbar of current comparable transactions in die Project, that landlords of die Comparable Buildings have agreed to accept, and sophisticated nonallJliAted le fonts of the Project and/or Comparable Buildings have agreed to pay, in current arms-longth, nomequily (i.e., not being offered equity in the building), transactions for comparable space (In teems of condition, floor location, view slid floor height) of a comparable size (in terms of square feet of Rentable Area), for a term equal to the Extension Term (or the terns 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" 2"1), which rent per square foot shall lake 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 atoll times take into consideration and make adjustment for oil other material differences in oil terms, conditions or factors (applicable to die transaction in question hereunder or applicable (o one or more of die comparison transactions used to determine the PMRR) that a sophisticated tenant or sophisticated landlord would believe would have a material bnpact on a "fair market rentnt" 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 some are payable hereunder (e.g, if this is a modified, full service gross leave, the rent for all comparison transactions shall, if applicable, be grossed up to reflect payment or operating expenses and taxes in excess of A base year as of the year of commencement of the transaction), (b) due presence, amount or absence of brokerage commissions in either the subject transaction or the comparison transactions shall be disregarded, (a) any rent Abatement or other fee rent of any type provided In comparison transactions For the period of the perfortnAn cc of any tenant improvement work (i.e„ any '"conshvation period") shall be disregarded, and (d) If any tenant Improvements or allowance provided for Incomparable transactions shall be taken Into account, then the value of fury existing improvements In the Premises (or the Leased First Right Space) shall also be accounted for In die calculation of the FMRR (provided that if In determining Um FMRR For a subject transaction hereunder, it is deteimined that free rent or cash allowances (collectively, "Concessions") should be granted, Landlord may, at Landlord's sale option, elect all or any portion of the following: (i) to grant some or all ofthe Concessions to Tenant as free rent or as an improvement allowance, or (N) to adjust due monthly installments of the Bose Rent payable for the Extension Tern or with respect to the Leased First Right Space, as the case may be, to be an effective rental rate which takos into consideration and deducts from monthly rent the amortized amount oFthe total dollar value of such Concessions, amortized on a straight line basis over the Extension Turn or die term of Tenant's lease of the Leased First Right Space, As Applicable in which case ilia Concessions so amortized shall not be provided to Tenant). 1,26 "Force Majeure Events" means eventsdascribed in Section 11.5 below. 1.27 "Handle", "Handled", or "Handling" means, with respect to Hazardous Materials, nay installation, handling, generation, storage, hreatment, use, disposal, discharge, release, manurocture, rctivement, pecson cc, migration, emission, abatement, removal, aransportnllon, or any other activityofany type bt connection with or involving such Hazardous Materials. ' 1,28 "Hazardous Materials" means: (a) any material or substance: (1) that is defined or that becomes defined As a :'hazardous substance", "hazardous waste," "infectious wnsta," "chemical mixture or substance," or "air pollutant" under Environmental Laws; (11) that contains Petroleum, crude oil or any traction thereof; (tie) 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 nil such terns are used (u their broadest sense. 1.29 "IIatItayeI- Rea toI Its Ia" means an amount equal to one hundred I! fly percent (150%) of the greater af,. (a) Landlord's then published asking rental rate a;, (b) tie Base Rent and Additional Rent payable by Ten oil t to Landlord during the last munch of the Term of this Lease. 1.30 "l aItiul Premises" means the pralnisea described in hem 2.3 of the Basic Lease Provisions. 1.31 "l At Out Torni" means the period (whIall shall earn menee on the ComInto cement Date) that is described in iten 3.3 or the Basta Lense Provisions; provided that if Ilia Commanoemcut Date shall occur on a day other than the drst day of any calendar month, fur purposes or Calculating, the date on which the Initial Term is scheduled to expire (i,a„ the Expiration Dote for the Initial Torah) and the timing or ail 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. 132 "Instil to usual Owner Practices" means the practices of the majority of the Institutional owners of (nslitu tonal grade first-class alike projects In Orange County, Cnlif'nrala. 1.33 "In toast Rote" means An Annual rate of liaerest equal to the Reference Rate plus two percent (2411), 1.34 "Landlord Desalt" is defined in Settler 16.1 below. 1.35 "Landlord Parties' means, collectively, Landlord, Oceon West Cupital Pwiners, LLC, Portress lnvesuncut Group, LLC, and the Property Manager, and each of [hair Affiliates And all of their respeelive partners. member, officers. managers. dircotms, tramem, employees, retirees, beneficiaries, coionctors (including internal Investment contractors), agents, Advisors. mortgAgees and ground lessor. Agents, successors and n551gns. N01 n' (Th k Center Dr— Cla, of SawaAnt, 1,veme -2� 80A-138 EXHIBIT 1 B 1,36 "Landlord's Additional Insureds" menu, collectively, Landlord, Ooean West Capital Partners, LLC, Fortress Invesuuenl group, LLC, and the Property Manager, and each of their respective agents, beneficiaries, pnrinehs, employees, and any }folder (defined below) of ally Security Instrument (defined below) designated by Landlord as additional Insureds. 1.37 "Landlord's Lease Undortnklpgs" means each and all of the representations, warranties, covenants, undertakings, and agreements contained in the Lease Documents [lint is or are to be pro vfded or parfbmied by Landlord. 1.38 "Laws" means, collectively, all laws, ordinances, building codes, rules, regulations, orders and directives of any governmental authority having Jurisdiction (including, widmu I IIndia lion, ally certificate of occupancy), 1.39 "Lease Documents" means this Lease together with all exhibits, riders or addends attached hereto, and sit amendments therelo. 1.40 "Leasehold Improvements" means all leasehold improvements existing In the Premises as of the Effective Dote, the Tenant Improvements, and any additional Alterations. 1.41 "Market"mcalls tile Sun taAna Civic Cell ter submorkel. 1.42 "Money Laundering Act" mcnns 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 Ic time, 1,43 "Notified Party"means each Holderof which Tenant hell received notice. L44 "OPAC" memos the Office of Foreign Asset Control of the Deparhnent of the Treasury, 1.45 "Original Tenant" means the Person identified as the "Tenant" in JtettU of the Basle Lease Information. 1.46 "Parking rncilides" means dad Project's parking facilities from time to time serving the Building. 1.47 "Parldng Pees" is defined in Section 4 J below. ,L48 "Parking Passes" means, collectively, Unreserved Parking Passes and Reserved Parking Passes. 1.49 "Permitted Alterations" means only usual and customary maintenance and rnpaiis of Leasehold Improvements If and to the extent that such maintenance slid 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 eemplinnee with the Rules and Regulations, and (a) will not atiect the Building's sumcm re, the provision orservices to other Project tenants, orany Building Systems. 1.50 "Parson" means an individual, general or limited partnership, limited liability partnership or company, corporation, trust, estate, real estate investment trust association or any otter entity, 1.51 "Premises" means the Initial Premises as it may he expanded or reduced pm•soat to any provision of this Lease or upon the agreement of Landlord and Tenant. 1.52 "Promises Restoration" means the Restoration of the Premises slid the portions of die Common Areas that are required for Ideas to tie 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. Transfer, I.54 "Proposed Transfer S pace" menns, with respect to any proposed Transfer, the portion of tic Premises subject to such proposed 1.55 "Reference Rate" means the "prime rate' or "reference rate" announced from time to time by Bank ofAmerlen, N,T, & S,A• (or such reasonable comparable national banking institution as is selected by Landlord in the event Bank of America, N.T. & S.A. ceases to publish it prime rate or reference rate). 1,56 "Item" is detined in 'cc Ion 4.4.1 below. 1.57 "Rent Delinquency" means slid shall occur upon any failure of Landlord to receive any payment of Rent on or before the date that Is five (5) days after die date such payment of Renl is due. 1.53 "Resolved Parking Passes" means parking privileges to be used for parking on a Nat conic first served basis in "resmved parking areas" In the Parking Facilities, as designated by Landlord, or at die election of Landlord, in resorved parking spaces located in the parking facilities, L59 "Restoration*, is detined in suction IS I I. 1,60 "Review Espcuses" means all review tint[ processing Ices, and costs, as well us any reasonable professional, utlmsieys', acemrntants', engiuceW or other consultants' fees iacrrred by Landlord relating to any request by Tenant for Landlord's consent including, but not limited to, sty request for consent to it proposed Transfer, 8(l1 N'Civlr fewer Or -Cho• r fsm1t,"I nu Lerner _3. 80A-139 EXHIBIT 1B 1,61 `Raises and Reguin(ions" means the rules and regulations attached hereto as Exhibit "D" (which are hereby Incorporated herein and made a part hcreoQ and any reasonable end not) -discriminatory amendments, modifications and/or addldcas thereto as may lien aFar be adopted and published by written notice to ton eats by Landlord for the safely, core, security, good order and/or eiandiness of the Premises and/or the projeci. 1.62 "Security Deposit" oceans a cash security deponil In the amount specified In Item 6 of the Basic Loose Provisions. 1.63 "Security I museum eats", means, collectively: (a) all present and lrture ground leases aid master leases of at or any part of the Project, Building or Premises; (b) present and An hire mortgages and deeds of trust encumbering all or any part of the Proja at, Building or Premises; (c) all past and AtIUM advances made under any such mortgages or deed of trust; and (d) at 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 Prated, Building or Premises. 1,64 "Substanlit ICompletion" (and "Subs tan tlullyCamp late")Isdefused indie Work Letter, 1.65 "Taldrig" is defined in Section 13.2. 1.66 "Tnldng Ditto" is defined in Section 13.2. 1.67 "Target Delivery Dote" means the date specified in Item 3.1 of the Basic Lease Provisions. 1.65 'Tenant" means the Original Tenant, and any person or Entity to wheat 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 (i f any). 1.71 "'tenant Parties" means collectively, Tenant, its subtenants, assignees or other Transferees, End their respective contractors, clients, officers, directors, employees, agents, and invitees (each of which shall be a "Tenant party"). 1.72 'Tenant's Hazardous Materials" means any Hazardous Materials that become present In, on, under or about the Project as a result of any act or omission of Tenant or any other Tenant Party. 1.73 "Tenant's Personal Property" means all of Tenant's (and the athor 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 Term as it may be extended pursuant to jp)lydile'1-1"of Exhibit"I" 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 satiation all or any part of the Premises, (b) an assignment of the Lease, (c) any other agreement or arrangement: (i) that permits a third party (other than Tenant's employees End occasional guests) to occupy urns* any portion ofthe Premises or (it) otherwise assigns, transfers, mortgages, pledges, hypothecates, encumbers or permits a lien to attach to Tenant's Interest under this Lease or (d) a diraot or Indirect transfer, assignment, pledge, orhypotheersdon of o Controlling interest in Tenars 1.76 "Transfer Notice" means a written notice tint: (a) identifies a proposed Transferee by its name and address; (b) describes the applicable Proposed Transfer Space; (c) includes current financial stulemenis of fie proposed Transferee certified by as officer, partner or owner thereof; (d) describes the nature ofsuch Transferee's business and proposed use of the Proposed Transfer Space; (a) the proposed affective date or 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 not or other cansideraVon payable by crust behol rof such Transferee during or with respect to such month in connection with die Transfer minus (h) the sum is (1) the Been Rant and Additional Rent payable by'I'cnant under Sacdons U and 43 oriltis Lease during or with respect to the same month and (II) sit out orpockct 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 tie tern of such Transfer. 1,72 'Transl'erea" mcons any Person to whom a Transfer is made. 1,79. "Unreserved Parking Posses" means parking privileges to be used for parking on a lust come ties[ served basis in the miens of the Parking Facilities designated by Landlord literalist, I.80 "Work Uttar' means the Tenant Was it Letter (trusty) attached hereto as Exhibit "C". 'terms in initial capitals that ore not defined in Article I shall have the meanings given to them elsewhere in this Lease. A lUICLE 2—LEASE OF PRE611SES• CQ1) 1NION AREAS: PA RIONG: SIGNS 2.1 Latin or Prcnligey Accessk Oulef Eniqv io rt. $III 111 vie Center Dr—Cto, vj'Sanoi Ain trmre -41 80A-140 EXHIBIT 1B 2.1.1 Landlord hereby lease's the Premises to Tenant, and Tamar hereby losses the Premises from Land lard, upon all of the terms, covennnts and conditions contained in this Lease. Tenant acknowledges [lint Landlord has not made oily representation ol• warranty with respect to the condition of the Premises, the Building or the Project with respect to the suitability or illness or any of the sonic For ilia conduct of Tenant's Permitted Use, Its business or 16r any other purpose. Landlord does not represent and Tenant does not rally upon ally speci])o type or number oftanmis occupying any space In die Building endlar Ilse Project during Ilse Terns orthis Lease. Acceptance of possession of the Premises by Tenant shall be conclusive evidence as against Tenant flint the Premises arc then In tenontable and good condition, 2.1,2 Landlord and Tenant hereby agree that ilia number of RSF (also referred to as the "Rentable Area") contained! (a) within the Building is as set forth in item 2,5 orthe Basic Lease Provisions slid (b) within the Premises is as act forth in e 5 orthe 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 par week, twenty-four (24) hours par day. 2.1.4 Subject to all of the terms and conditions contained in this Lease and provided that Tenant porForms all of Its obligations hereunder, Tenant shall have and peaceably enjoy the Premises during the Term of this Lease from and against all Persons holding an Interest In the Project from and through Landlord, 12 No Relocation of Promises; Right ofFir'sf Offer. 2,2.1 No Rclacatian. Landlord shall havo no right to relocate any portion of the Premises located on the second (2"u) floor of the Building. Any relocation rights with respect to any portions orthe 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 Eight of f b•st 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$„rhgQgjP,_!- of •x bit"" attached hereto, 2,3 Common Areas; parking, 2.3,1 Caimn➢n Areas, 1n cannecdatl with its lease of the Premises, Tenant shall have the non-exclusive right to use the Common Arens together with other Persons, The Common Areas shall be subject to die exclusive management and control of Landlord, and Tenant shall comply with all Rules and Regulations pertaining to use of the Common Arens, Landlord shall have the right from time to time to designate, relocate Red limit the use of particular areas or portions of the Common Areas. 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 thereof or ilia accrual crony rights in any Person. 2.3.2 31cntal and Via of Parkins Passes! Visitor Parking, (a) Commencing on this Commencement Dale and continuing through die Term, Tenant shall real fi•mn Landlord and Landlord shall provide a nunbei of Umnserved Parking Passes equal to tie Parking Number specified in item 8 of ilia Basic Lens, Provisions. Parking Pees shot] be payable with respect to Parking Passes rented by Tenant at the rates provided in Section 4 3 1 below (which shall be subject to abatement in accordance with Section 4.3.2 below), Ttle Parking Passes arc with respect to, subject to the provisions of this Lease, use of the Parking Facilities, Ilia Parldug Passes provided to Tonont pursunnl to this a2cdjpn 2,3.2 are provided to Tenant solely for use by officers, directors, slid employees of Tenant, Its AFfillntes, sublessees and assignees, and such posses may not otherwise be norill assigned, subleased or otherwise alienated by Tenant to any other type oFiramleme without Landlord's prior approval. (b) The specific locations within ilia Parking Facilities in which die Unreserved Parking Passes may be used shall be specified by and may, from time to [lane, 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 mid enforce a parking Innnagenicnl program, with respect to die Parking Facilities generally, with respect to use of one or more types or Parking Posses in particular, andlor with respect to the use of the Parking Passes rented by one or more specific tenant or tenants (including Tcri with parking management plan may include, without [Initiation, oily or more orthe 1'ohowing measure or features: oversell orParking Passes; expansion ordle Parking Facilities to include additional parking lots orstruetures within a reasonable distance from the Building; reservation of specirne portions orthe Parking Facilities for parking by are or more specific Building tenants ('including Tenant) andlor far one or more Building tenants' business visitors; impiantenlution orve[el or assisted parking programs or measures; creation and allocation of tandem parking spaces to speciFlc Building tenants; designation of visilor parking rotas: and uliocalion orvalidudon privileges to one or more Building tenants. It is specifically understood and agreed that if Landlord Implemental one or more such measures ar Features that are: (1) generally applicable to the Parking Facilities, the Costs Incurred to Implement, administer and enforce such measures shall be included in operating Costs or (it) that are specific to Tenant, the costs Incurred to lolplement, 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 dhc applicable portions tllervor desigunted by Landlord, on a lust conic, first served basis, upon payment ol'the pravailhng fee Ibr parking charged to visitors n) the Projuct. Tenant shall have the right to purchase hum (.aod]ord, at Landlord's then prevailing rile, Project Parking Validations (defined below), to be used only by Tenant's Business Customers (defined below) far parking In the Parking Fuclllties without charge. "ProJect Parking Validations" means validations. in such form as Landlord, in its sole but good folth discretion, shall oflier from time to lime. permitting persons using such validations to Park In the Pinking Facilities for specified periods 0r dill without all urge (Le., a 30•1111nute vat Idat! on would Penn it Pm•king wilhoil L charge in the Parking Facilities Ibr it period alp to 30 minutes), "Tenant's Business Custonlen" means Parsons [lint visit [he Premises for the spes(lic purpose of condudiilg business at the Premises (cold for the avoidance ol'duubt, shall not include any employees of•Fenunt or any of its Tmnsfo-ecs who have ollioas (on oil exclusive orshand hasis) aL the Premises). 801 VVCh•r'a Cmaw• pr— CI(r of Smrin.t nil Leaf, .5• 80A-141 EXHIBIT 1B Ili) Notwithstanding the flregaing, each calendar month during the Tern, Landlord shall provide to Tenant, without charge; (A) u numberorShort Teri Project Parking Validations (defined below) actual to the productof 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 die'rerm), In each apse to be used only by Tenant's Business Caatmaara for parking In the Parking Facilities without charge; provided that Landlord shall have ilia 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 (3'a) 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 Seotdon,212(cl(ib to provide a number or Project Parking Validations in any calendar month in excess of a numberequol to the product orelghty (80) and ilia number of days In such calendar month (during the Tenn) and (y) any Project Purking'Validations provided by Landlord with respect to any particular calendar month that ere not used during such calendar month shall, at the election of Landlord, either; 11) 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(cl(il for subsequent calendar months, No Project Parking Validations provided by Landlord to Tenant under this Seclien 2,3.Nc)(li) shall be used to accommodate parking, without charge, by any particular Tenant's Sualness Customer(s), for a period in excess orthree (3) hours on any day without Landlord's prior approval (and Tenant Shall not provide say particular Tenant's Basilicas Customer more than one Project Parking Validation on any particular day). "Short Term Project Parldng Validations" means Project Parking Validations permitting Persons using such Project Parking Validations to park In the Parking Fneltides for up to thirty (30) minutes without charge. "Long Term Project Parking Validations" means Project Parking Validations permitting Persons using such Project Parking Validations to park in the Parking Facilities forup to three (3) hours without charge. 2.4 Sygn 2.4.1 Bxoepl to to extent expressly provided in this Section 2 , Tenant shall not: (a) place or Install (or allow or permit to be placed or installed by any Tenant Putty) any signs, advertisomenis, logos, Identifying materials, pictures or names of any type oil the roof, exterior areas or Common Areas of the Building or the Project or in any arms cribs Building, Premises or Project which is visible from the exterior of the Building or outside of Ibe Premises or (b) piece or install (or allow or permit to be placed or Installed by any Tenant Party) in or about any portion or the Promises any window covering (even if behind Building standard window coverings) or any other material visible from outside of tile Promises or hrom the exterior of lie Building, Tanant shall not, without die 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 Lows and such Building signage criteria as Landlord shall apply fFom time to time, and subject to receipt of Landlord's prior hoiden consent: (a) in die 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 identiflaatlon signage as Tenant shall desire and (b) in the case where Tenant occupies loss than all entire floor in the Building, Tenant may require Landlord to histall, at Landlord's sole cost and expense, In such portion or the multi -tenant corridor on such floor as is called for by Landlord's sfgnage program (as due same may exist from time to time) identification signage of the type prescribed by Landlord's signage program identifying Tenant; (a) Landlord shall provide customary signage in the Building directory (if ally) 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 moe than One in any month); and (d) Tennnt may place in any portion of the inside of the Premises not visible rrom (he exterior of the Building or from outside of the Premises such kcridlicaliomsignage na Tenant shall desire. All slgnage described in this $ggtton 2 4 2 (other than the directory slgnoge described in clause (c) above) shall'bo 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 Evebrmv Sien, In connection with Tenant's lease of the Premises, subject to all of toe farina and conditions of Etili i[ attached hereto, during the Term, Tenant shell have the right to install and display at die Project the Eyebrow Sign (defined in Exhibit "K", attached hereto) in the location described in Exhibit "K" attached hereto. ARTICLE, 3—DELIVERY• CONIhIENCENIENT: TERYI: SURRENDER; PIDLDING OVER 3.1 Deliver,3,, Landlord shall endeavor to tender to Teruel delivery orpossession of die Premises in the Delivery Condition prior to tie Target Delivery Date; provided, that it the Delivery Date does not nocur on or before the Target Delivery Date, this Lease shall not be void or voidable, the Perm 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 reosemnble efforts to lender to Tenant delivery of passlasion of tie Premises in the Delivery Condition as soon as reasonably possibly after Ilia Target Delivery Data. 1.2 C,aomiliellegmenh 3'e1-111. 3.2.1 The Term shall commence on the Commencement Date ns defined in from 3.2 orthe Basic Lease Provisions, and shall continue through the period specified in Item M of the Basle Lease Provisions unless terminated earlier IN accordance with the provisions hereof or extended pursuant to die written agreement of Landlord mid 'Tenant or fls provided in Section 12.2 below, provided, however, that it the Commencement Date shall occur on a day other than the first day ill' Lilly eaiendo' (aonth, for purposes of calculating the Expiration Dote and the liming of all scheduled Increases in Base Rent during the Initial 'retail (but nut liter any other purpose), the Commencement Date shall be round to be the first day of the calendar month following the Cunumcncemant Date. At any Little during tie Lease Tenn, Landlord may deliver to Tenant n notice in die loan its set in x'llihlt"3" attached horetu, which Tenant shall execute and return to Landlord within five (5) business days Ofreceipt thereof. 3.2.2 Rxtcnsio,Lontimh, 'tenant shall have nvo (2) options to extend die Toral, each I'ur an Bstension Torn (defined below) ursixty (60) months (nva (5) years) subject to and in accordance with the lama and conditions al'Schcdnle "W"of x]=.jyibii'T , attached handles. 3.3 Surrendct; Bnldlne over, 3.3.1 Except as provided in this Secty,yi n 3.3 and in Section 7.3 bolow, upon expiration or earlier tcnninatlon of this Lease, l'enani shall vacate Laid surroodar the Premises to Landlord in the sail to ndidoo as when received at the inception urdils Lease and ae thereafter 801 Ir'Ch ie CuNrcr Dr—Cip, efSmam, I an Leave -6- 80A-142 EXHIBIT 1 B improved by Tenon(, subject to ordinary wear and tear. For the Ova Idance of doubt, it is understood and agreed that, prior to the data 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 Tennnt'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 fl-um the Prem Ism (or any portion thereoQ prior to the expiration or any earlier termination orthe Tenn (with respect to applicable portion of the Premises), and an all failure continues for five (5) days roilawing Landlord's delivery of notice thereof, Tenant shall be deemed to have abandoned the same, in which case: (a) Landlord shot] have the right, at Tenant's expense, to remove the same tYotn the some from the Premises (and to repair any damage caused by such removal) and (b) to [hereafter: (1) store the same at Tenant's expense, (it) appropriate the game for itself, and/or (Ili) sell or otherwise dispose of the some in its sole discretion, with no Fidellity 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 Bonn the Premises (or any portion thereof) oil Leasehold Improvements designated Ibr removal by Landlord in accordance with section 10.5 below and/or to repair oil damage caused by its removal crony such Leasehold improvements (ond/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 501114 drone One Premises (or the applicable portion thereoQ and/or to repair such damage at Tenant's expense, In which case, Tenant shall reimburse Landlord for all costs incurred by Landlord in connection therewith, plus a ten percent (10%) administration tee thereon, upon demand. This section 3.3.2 shall survive the expiration or any earlier termination of the Tern of this Lease. 3,33 if Tenant fails to surrender the Premises (or any portion thoreoo in accordance with this Lease (including, without [Imitation, Section 3.3.1 above), or otherwise holds possession of the Premises (or any portion thereoQ after the expiration or termination of the Term, Tenant shall became a tenant at sufferance upon all of the terms contained herein, except as to term and Base Rent. During such holdover period, Tenant shall pay to Landlord a monthly Bass Rent In an amount equal to the Holdaver 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 not any acceptance by Landlord crony Rem aller any such expiration or earlier termination shall be deemed a consent to any holdover hereunder or result in a renewed of this Lease or an extension of the Term, or any waiver of any of Landlord's right& 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 die Premises in accordance with die provisions of this Lease on the expiration or earlier termination of this Lease. ARTICLE 4—RENT AND OTIICR CHARGES 4.1 Ease Ben . Tenant agrees to pay during Ole Initial Tenn of this Lease as Base Rent for die Premises, the sums shown for the periods shown in hone 4 of the Basin Lease Provisions. Except as expressly provided otherwise herein, Base Rent shall be payable In equal consecutive monthly installments, in advance, commenoing on the Commencement Date and continuing on die tenth (10) day of each colander month [hereafter; provided that the lirst fell monthly Instullm nit of Base Rent, described In Item 4 of the Basin Lease Provisions, shall be.payable upon Tenant's execution of [his Lease. Landlord will cooperate with 'tenant to accommodate payment of Rent (or certain types of Rent) vin ACH payments. 4.2 Tenant's Percentitee Mare. Subject to the provisions of this Lease and in accordance withExhibit "E", attached hereto, in addition to paying Base Rent, with respect to each Expense Year (defined in Exhibit "R'") Tenant shall also pay; (a) Tenant's Percentage Share (defined in Exhihi[ "E"1 nl' Excess Operating Expenses (defined in Exhlbil "E' and (b) Tenant's Percentage share of Excess Property Tons (defined in Exhibit "E„). 0 Pnrklre Fees 4.3.1 Subject to Section 4.3.2 below, on the flrst day of each calendar month during the Term. Tenant shall pay to Landlord (or at the request or Land lord, to Landlord's designated parking operator) Landlord's then prevailing charge (die "Parking Fees") for all Parking Pusses rented by Tenant for such calendar month. Such Parking rees shall be in addition to all taxes, assessments or other Impositions imposed by any govennnentai entity in emnleetion 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 parking operator) by Tenant concurrently with the payment orthe Parking Fees described above. 4,3.2 The Perking Pees payable with respect to the first eighty-four (84) Parking Passes rented by Tenant during the Initial Terns (mid the charges Per all Short Term PrniecL Parking Validations and Long Term Project Parking Validations provided by Landlord tu'I'eaant (po3uam to Section 2 3tc)tli) above) during tlho Initial Terri) are Included in the Base Rent paynbic by Tenant with respect to the Premises during the Initial Tenl, 4.3.3 The Perking Pees payable with respect to all Parking Posses rented by Tenant during an Extension Term (and the charges flor all Short Tenn Project Parking Validnllons and Long Tenn Project Parking Vn&[miens provided by Landlord to Tenant (pursuant to Section 2.3(e)(ii) nbovc) during an Extension Term) shall be determined in connection with the PMRR (and Extension Term Buse Rent) i'm• the Premises for such Extension Tenn. and shall he added to (and included IQ the Extension Term East: Rent. 4.11 Payment of Rent, C4.1 GenmvlN, Buse Rent, till forms of Additional (tent paynble hereunder by 'leant and oil other amounts, fees, pnymcats or charges payable heclul&r by "Client shall each: (0 ConsliLuLe rent payable hereunder (somotinim collectively be referred to herein as "Rent"), (b) be payable in Landlord when duo widrouL any prior notice or demand llteref'or In lawful money ofdio United Suues and, except as may be expressly pruvidcd to the contrary in Lhis Lease, wiLhunt any nhntemem, Onset or deduction whinsoaver, and (c) be payable n I.andlotl tit (he address cr Lantdord described in IUe Ll-w ot'lhe Basic Lease Provisions or to such other Person or place is Landlord may from tine m tine designate X01 IV Chic Curler Or- Cie• ufSntlM rtan Len.ee .J. 80A-143 EXHIBIT 1B in writing to Tenant. Any amount of Rent that Is payab[a ono monthly basis and that Is payable respect to a partial month, shad be prorated based on the number of days In such month. No payment by Tenant or receipt or acceptance by Landlord of a lesser amount than fine correct Rent due herounder shall be deemed to be other than a payment on account of die earliest installment of Rent then due; nor shall any endorsement or statement on any check or any letter accompanylog any check or payment as Rent be deemed to effect or evidence an accord and satisfncllon; 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 lower in equity provided. 4,d.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 SI•IALL 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 mid 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 die Premises; (b) any Leasehold Improvements made in or to the Premises by or for Tenant (without rogard to ownership ofsuch improvements) if and to the extent the original cost, replacement Cost or value thereof exceeds the cost of Landlord's then etrective "Building Standard" tenant improvements, as determined in good faith by Landlord; Cc) the Rent payable hereunder, Inohrding, without limitation, any gross receipts ton, license fee or excise tax levied by any governmental authority; (d) the possession, leasing, operation, ninnogement, maintenance, alteration, repair, use or occupancy of any portion of the Premises; or (a) this transaction or any document to which Tenant is a pony creating or trainfening an Interest or an estate in the Premises, ARTICLE k—IINTENTIONALLY ONI1TFEbl ARTICLE 7-USE OF PREhII ES 7.1 Tenant's Permitted Use, Tenant shall use the Premises only for Tenant's Permitted Use set froth In Item 7 of tiie Basic Lease Provisions and shall not use or permit die Premises to be used for any other purpose, Tenant shall, at Its sole cost and expense, obtain and maintain ;n fall force and effect all governmental licenses, approvals and permits required for Tenant's Permitted Use. In no case shall Tenant use or suffer or pennit the use o rer y portion of die Premises for any Expressly Restricted Use. 7,2 Compliance With Laws and Other Requirements. 7.2.1 Subject to Section 7.2,2 below, Landlord shall cause tine Common Areas and the Base Building to comply with all Laws, if and when any such action is required by any governmental authority midlor if slid to the extent that any failure of any portion of the Common Areas or die Base Building to comply with any applicable Laws would; (a) prohibit Tenant Cam entering into a sublease to any Approved County Entity of Approved State Entity (as such tenons ore defiled below) in accordance with Section i l 1 2 below; (b) unreasonably and materially affect Cho safety of TZ11mt'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 dincly take all actions required comply in all respects with (and shall cause each of its employees and occupants to take Olt actions required comply in all respects with) and cause the Premises to comply with: (a) all Laws, now or in line f lure applicable to the Premises and Tenant's use thereof (including, without imitation, oily Law requiring any Jena or Improvement or alteration to the Buillil (b) die 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 (dcfned below) are required under any applicable Laws as a result of Tea ant's use or Ina Premises at' any of Tenant's Leasehold Improvements, then at the all, Cam a Landlord: (1) Tenant shall be responsible fur perforndng such modifications or alterations, at its expense or (II) Tenant shall, within ten (If) days fallow! ngLan diord's demand therefor togctihar with reusonable supporting documentation, reimburse Landlord for all of its costs and expenses Incurred in connection with Lnitdlond's parturition cc crouch modifications or alterations, 7.2,5 Tanmd shall not use the Premises, or permit the Premises to be used, In any mail nor, or it or suffer any net In or about the Promises which:. (A) volotas or conflicts with any applicable Law, any of die Rules and Regulations or any covenants, conditions and restrictions applicable to.the Project; (B) causes or is reasonably likely to cause daomgo to die Project, the Premises or the Building Systems; (C) violates a requirement at. Condition or any policy or insmencc covering tine Project ondlor the Premises, or increases ilia cost of such policy; (U) constitutes or Is reasonably likely to Constitute a nuisance, annoyance or inconvenience to other tenents or oecapunts of the Project or its equipment, inch hies or systems or (E) Iotcrferes with, a is reasonably Ilkoly to interfere with, the Iransmisslon or reception of microwave, television, radio, telephone, or other communication signals by antennae or other facilities located bon die Project. Withoutfloating the generality or the foregoing, should any federal, gone or local governmental agency having jl isdiCiiun with respect to die establishment, regulation or enforcement or occupational, health or safety standards for employers, employees or (canals Impose on Landlord ar oil Tenant at any time now or in the future oily requirement or Law relating In any ohm her to the Premises or occupancy dtenof, Tenant shall, at its sole Coal and expense, comply promptly (or at Landlord's election, bear the cost ofmlCh compliance as eil'euted by Landlord) with such requirement or Law. Toumn shall indennlfy, defend and head harmless Landlord from and against any and all Claims arising out orve relating to pity failure oriknunt to perfume any of i s obligations under this Sotalon 71 Landlord shall not enforce the Rules and Reguaaduns In a discrlalinmury mnnner; provided that Landlurd shall not be liable to W W CLdt• Cvrnrcr Or—C'lo' n/S'num: tun l eare 4. 80A-144 EXHIBIT 1B Tenant for any violation of any of the Rules and Regulations (or any applicable Laws or covemmns, conditions and restrictions applicable to the Project) by eny other tenant or occupant of the Project. 7.3 fhrznrdous Materials, No Hazardous Materials shall be Hairdlcd upon, shout, in, above or beneath the Promises or any portion of the Project by or onbell alfof Tenant orany atherTenant Parties, Notwithstanding die forego! tig, normal quantities of those Hazardons Materials customarily used in the conduct of general administrative and executive office activities (ag., copier Bulls and cleaning supplies) may be used and stored at the Prentlses In compliance will, all Laws and the highest prevailing Industry standards. Tenant shall: (a) take all actions (or at Landlord's election, reimburse Landlord for toking 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 Materiels, notwithstanding any less stringent standards or remedindon allowable under applicable Environmental Laws and (b) shall indenmify, defend and hold boneless Landlord d•oni and against any and all Claims arising out of or gaining to any Handling by or on behalf of Tenant or any Tenant Party of any Hazardous Molerlals upon, about, In, above or beneath the Promises or tiny Portion of the Project andfor the presence of any Tenant's Hazardous Materials in, on, under or about die Project, ARTICLE 8 • UTILITIES AND SERVICES 9.1 Building Services. Provided that no Event of Derault exists, subject to die terns, conditions and standards set forth in this Lease, Landlord shall furnish or cause to be Rimished, as part of Operating Expenses to tie Premises, die utilities and services described in J,;xltiblt 'T" attached harelo, 8.2 I ntarru ntlon of Services, Landlord shall not be liable for my failure to furnish, stoppage of, or interruption In furnishing any of the services or utilities described in Jjziyl 't "P" when such failure Is caused by accident, breakage, repairs, strikes, lookouts, 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 shnll 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 Tortoni. ARTICLE 9. MAINTENANCE AND REPAIRS 9.1 LandluPij's OhIL=atone. Landlord shall endeavor to keep the Common Ames of t e Building and the Project in a clean and neat candidon. Subject to ectLgEl 992 below: (a) Landlord shall make all necessary repairs, within a reasonable period following receipt of notice of the need therefor Pont 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 potion crony tenants' premises and (b) shall use commercially reasonable aflbrts to keep all Building Systems used by Tenant in common whit 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 o£ or failure to make, any maintenance or repairs, alterations or improvements in or to any portion of the Building or Project. Tenant waives die tight to stake repairs at Landlord's expense under Sections 1941 slid 1942 of die 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 elfact 9.2 T'enanE's Obl�ntims. During the Tenn aft is Louse, Tenant shall, at its sole cost and expense, maintain the Promises in good order and repair and in a safe, along and neat condition, Tenant shall make all repairs to the Promises not required to be made by Landlord under Section 9A above (including, without limitation, repair or replacement, as applicable, of all damaged and broken tixtums; and oppurtenances) with replacements of any materials to be made by use of materials of equal or better quality, Purlhor, Tenant shall be responsible for, and upon demand by landlord shall pirtri reimburse Landlord for, any damage to any portion critic Projector the Premises caused by: (a) activities ol'Tenant or any Tennnt Party in or at the Premises or any other portion of the Project; (b) the performance or existence of any Alterations made by or for Tenant or any Tenant Party in or to the Premises; (c) the installation, use, operation or movement of Tenant's Personal Property in or about the Building or the Premises; (d) the design, installation or operation crony Alterations that arc not consistent with Building Standads (as defined in the Work Letter); or (a) any act or omission by Tenant or any Tenon Party or any littler person permitted in at, invited to the Premises or die Poject by Tonent or any Tenant Party. ARTICLE id •ALTERATIONS 10.1 l.,anrllnrd's Wok, Landlord's sale construction obligation under this Lance is set forth in the Work Letter. Except as expressly provided in die Work Letter. Landlord has made no representetlon or wnrrunly to Tenant aid has no obligation to alter, material, impmvc, renovate, repair or decorate the Promises, the Building, or the Project or ally portion thereul', Tenant further acknowledges and agrees that no representations respecting the condition or 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 Cunsenu CuntitjiM. Except tier Permitted ARetntions, Tor ant shall not make any Alterations (or allow or pormit any Alterations to be made) without firsl obtaining [lie prior written consent of l,nodlod, which consent shall be requested in writing not less than fi lleen (IS) business days prior to the scheduled and actual commencement or any work Ihere In. All such Alterations: (u) shall comply with all applicable Laws, (b) shall he compatible (us detennined in good Ibith by Landlord) with the Building and all Building Systems: (c) shall not inter%tic with the use and occupancy or tiny other portion of the Building or Elie Project by any other tenants or their invitees; (d) shall not be visible lion the exterior of the Building or trait any Compton Areas: slid (a) shall not orient die iniegrity or the structural purtluns of the Building. In addition, Landlord toy impose as a condition to its consent n) any Alterations, such additional requirements as Landlord in its sole dis netion deems necessary at desirable (including, without lhoiation, u rcquiremnu for Tenant to obtain (or require Its contractor to obtain) n completion and lien Indemnity build prior to cute neneBmeil of any Alterations), Within ten (10) days of written demand therefor, Tenant shall: (1) reimburse all costs and sxpensus incurred by Landlord bemuse or Tenant's Ahernllons and (11) shall pay Landlord's supervision fee in an amount equal to Een percent (10%) or'the cost of the Alterations in question (provided that no supervision lee shall be payable with respect to Permitted Alterations), 'Tenant mid Taaunt's contractors shall umnply with such unnsnectiul rules gild regulations and building standards as 1..01)d10rd may promulgda from lime to 01 N'Chdr Centerlh•—Chy ofs"ol" Ann teary .9- 80A-145 EXHIBIT 1B time. All direct and indirect costs relating to any modifications, alterations or improvements or the Project or Ate Building, whether outside or Inside OF the Premises, required by any govenunental agency or by LAW as a condition or as the result of any Alteration requested or efl-ccled by Tenant shall be borne by Tenant, end in connection therewith, Landlord may elect to perfbnn such modificetions, alletulions or improvements (of Tenant's so la cost and expense) or require such performance directly by Tenant. 10.3 Performnoce ar Alterations Worh, All wo'kreleting to ail Alterations Indict than Ilia initial Tenant Improvements, which will be perforated 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, frost elms manner (and so as not to interfere with ally tiller tenants or occupants of the Project), and in compliance with ally plans slid specifications therefor that are approved by Landlord, any and all conditions imposed by Landlord thereon, all npplicable Laws, and the requirements of all carriers of insurance on file Premises, Building and Project, the Board of Underwriters, Firs 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 Liberally improvements of components of the Building or the Project outside ofdto Premises. Upon completion crony Alterations (other than Pennitied Alterations), Tenant shall deliverto the Building management office, within thirty (30) days following completion of the Alterations, a reproducible copy of the "as built" drawings of tine Alterations together with a CAD rile of the "as built" documents of the Alterations (currant version of AutoCad). 10,4 No Liens. Tenant shall pay when due all costs for work performed and materials supplied to die 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 perforated Rnr, 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 Clolnts arising out of or related to any Encumbrances. Tenant shall sagsfy or otherwise discharge all Encumbrances within five (5) business days after Landlord notifies Tenant in writing that any such lien, step 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 die Premises to permit Landlord to post appropriate notices of non -responsibility, 10.5 Rcmov9I i rid Restarntian. All Alterations (and the Tenant Improvements) shall became a part of the Premises and shall become Ate 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 Lenschold Improvements (other than any Lensehold Improvements diet existed in the Building as critic Effective Date), in which event, prior to the date of expiration or fulmination of Atis 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 the expiration or earlier termination of this Leese, Tannnt shall, at its sole expense, remove all such dents end repair any damage to the Premises or the Project caused by such removal. If Tenant fails to remove any such items or repair such damage promptly after the expimtlon or earlier termination of this Lease, Tenant (or the applicable Tenant Party) shell be deemed to have abandoned Ate same, In which case Landlord may stem the some at Tenant's expense (and Tenant shall pay Landlord the cast Atereorupon demand), or appropriate the same for ftseif, and/or sell the same in its discretion, with no liability to Tenant (or the applicable Tenant Party), A RTICLE I I - TRANS MS 11.1 Restriction Permitted Sn1 lea c . 11.1.1 Restriction. Except as provided in Section 11.1.2 below, Tenant shell not, either involuntarily or voluntarily or by opemdon of law or otherwise, ranks or permit any Transfer without the prior written consent of Landlord in Accordance with Sectiffrit 11.4 below. Any Transfer In* violation of the provisions of this Article I I shall be null and void. Notwithstanding anything contained in this Article I I to [lie contrary, Tenant expressly covenants and agrees not to enter Into any lease, sublease, license, concession or other agreement for use, occupancy or utilization or tine Premises which provides for rental or other payment for such use, occupancy or utilization based in whole at, in part on tine net income or profits derived by any person from the property leased, used, occupied or utill2ed, and that sty, 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 ilia consent of Landlord, sublease space within the Premises to any Approved Ouvermnental Entities. Landlord shall cooperate With Tenant's efforts to consummate ally such subleases to any such Approved Covemmental Entitles, including, without limitation, In connection with tiny proposed Approved sublease to any Approved Covemmental Entity, by using commercially reasonubly cMarts to comply with the State Requirements specified in Fxhllbit " "attached hereto, Any subleose permitted without the consent of Landlord under this „Section 11.1 2 (a"Perndned Sublease") shall notbe subject to any the requirements, restriction or limitations set forth in Section 112, Section i Section 11 4, Section , or Section 11.6 below L2 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, (1 S0) days) prior to the efiectivo data of the proposed Transfer, and (b) tbur (4) originals orthe proposed assignment or sublease or other Transfr ducunnenL on u fbnn approved by Ln idlo d and Ibur(4) originals of Lind Landlord's Consent to Sublease or Assignment and Assumption or Lease slid Consent execulod by Tenant and the prupused Trunsreree. If Teoanl modifies asy of the matrrinl terms slid conditions relevant to a proposed Transfer specified In the Transfer Notice, Tenant shall resubmit such Trans0a Notice to Landlord for Its consent Following delivery ore Transfer Notice, Tenant shall udditlonslly provide such other Information or materials will respect to the proposed Transfer and/or Transibree ns Landlord may reasonably request. including. without I intlteioa. credit reports, business plans, operating history, bank And character references. 113 Landlord's Rcmmrtrc Rights, At Orly Lime within twenty (20) business days after Landlord's receipt fired ofthe information and documents described in Section I 1 2 Landlord may, at its option, in Its sole and nbsolule, discretion, by written notice to Tenant elect it,: (nl in the case Urn plelposed sublease, sublease tine Premises or the portion thercorpropused to be sublet by Truant upon the same terms as Arose clfered Lo ohm prop used subtenant; (b) in Lhc case ern proposed assignment lake an msignnnent of this Lease upon Ulu smut terms An Ih(Ise 0Fared to the 8101 W('Ivlc Crater Or— Clip nfSaurn.Um Laura •Io- 80A-146 EXHIBIT 1B proposed assignee; or (a) terminate this Lease in Its entirely Oro to the portion of the Premises subject to the proposed Transfer, with a proportionate adjustment In the Rent payable hereunder ifthis Lease is terminated as to less tan all of die Premises. For the avoidance of doubt, this $ecdo i I I S shall not apply to any Permitted Sublease. 11.4 Lnndlurd',s Consent; Standards. 11.4.1 If Lundlord does not exercise any of the options described In Section a 1.5 above, then within twenty (20) business days following its recelpt are Transfer Notice (and all OF die other Items described in Section 1 L2 above), Landlord shall notify Tenant whether it will grunt or withhold its consent to the proposed Transfer in accordance with Section 11.4 below, Landlord's consent to any proposed Transfer shall not be unreasonably withheld; provided, however, that ill addition to any other grounds available hereunder or tinder 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 M. (a) hi Landlord's good f'ahh jodgment: (1) the proposed Transferee does not have tie financial strength (taking into account all ofthe Transferee's other actual ar potentinl obligations and liabilities) to perform its obligations with respect to die proposed Transfer (or otherwise does not satisfy Landlord's standards for financial standing with respect to tenants under direct leases of comparable economic scope), (if) the proposed Transferee is of a character or reputation orengaged In a business which is not consistent with the quality of the Project or die business And operations of the proposed Transferee are not of comparable quality to the business and operations being conducted by direct tenants of Landlord III the Project or (Ili) die use of the Promises, the Building or the Project by the proposed Transferee would: (A) significantly increase pedestrian traffic in and out of the Building and/or flit Project, (B) generate increased faltering in Common Arens, (C) Increase security risk„ or (D) require any alterations to die Building or the Project to comply with applicable Laws; (b) the proposed Transferee ties the power of eminent domain, is a governmental agency or an agency or subdivislon of a foreign government; (c) the proposed TransFeree intends to use any part of the Promises for a purpose not permitted under this Lease; (d) either the proposed Transferee, or any person which directly or indirectly controls, is conuofied by, or is under common control with die proposed Trunslbree (I) occupies space in die 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 (11) is adirect competitor of Landlord; (e) an Event of Defaultthen exists; (1) 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 In cancel or Ili Its lease: (9) 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 die Transferee to exercise a right of renewal, right of expansion, right of first offer, or other similar rights held by Tenant (or wilt allow the Transferee to occupy space leased by Tenant pursuant to any such right); (1) the proposed Transfer would be on economic leans (based upon effective rental rates) mare favorable to lite Transferee then the economio terms then being accepted by Landlord for comparable direct leasing transactions in the project; or p) file proposed Transfer would result Ili more than throe subleases per each full floor of the Premises being in clfect 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 Tennal or any proposed Transferee claims that Landlord has unreasonably withheld its consent or otherwise acted In a manner not permitted under this Article I I then the soli remedy of Tenant and sueh 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 relict'snught without any monetary damages or other monetary relief. To the maxinuun extent parnmitted by Law, Tenant and encla proposed Transferee hereby waive any and all otter remedies, including, without Iimitatlon, tiny right at law or equity to terminate this Lease with respect to any such claim. Tenant shall indemnify, defend, protect and hold hamhless 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 nndlor Both Transferee In conneotion 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 Aid ela 11., Tenant aekahawledges that Teranrs rights under this Article 1 I satisfy the conditions set forth In Section 1951A ofthe Celifome Civil Code with respect to die availability to Landlotl ofcertain remedies for a default by Tenant underthis 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 frily percent (50%) of any Transfer Profits. Tenant shall provide Landlord with a detailed statement setting Forth the calculation of nay Transfer Profits that Tenant either has or will derive front a Transfer. Landlord ar its representative shall have the right At all reasonable times to audit the books and records of Ten unt 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 die cost of Lundlord's audit within ten (10) business days alter its receipt of the results of such audit. For the avoidance ofdoubt, this Section 11.5 shall not apply to any Porahled Sublease 11,6 Landlord's Costs, With respect to each Transfer (other than a PemilUed Sublease) proposed to be consummated by Tenant, whether or not Landlord shall grant consent, and whether at- not Landlord's consent shall be required, Tenant shall, within ten (10) business clays alter written request by Landlord, reimburse all orLandinrd's Review Expenses relating to such proposed Transfer, For the avoidance of doubt, this Section 1 L6 shall not apply to may Permitted Sublease 11.7 Co flnuN2 Liability of Tenant Notwithstanding the consummation or attempted consummation of any Transfer under this Anicte I I (including, but not limited to, any assignment of this Lease). Tenant s11n11 remain as fully And prlmarily liable for the payment urRent and par die performance or all other obligntions ordle "Tenant" contained In Ibis tease to the sure extent us if fled Trans Fer tied not occurred, Any net or Omission of any Transferee tint violates the terms orthis Lease shall be reamed a default by Tenant under this tease, and following expiration of the applicable notice and tan period, shall be deemed an Event of De fault, in which case. Landlord may proceed directly against Original Tenant (and/or any of Its successors its the "Tenant" hereunder) without die necessity of cshausdng its remedies against such Trahsi'urce (notwithstanding the fact that the Original Tenant (nndlor any or its suwessurs as ilia'Tenoat" hereunder) may have nss(gned all of its right, title and Interest in this Lease). Landlord silly consent lu subsequent Transfers or this Lease with Translerces of Tetumi, upon notice to 'Tenant. but without obtaining its or their consent thereto, and such action shall not relieve Tenmm orks liability under this Lease. 11.8 Non-iYuh,cr. The consent by Landlord to any Transfer shall not mlicve Tenant, or any Taman chilliing through our under Tenant, of the ahligatlan to Obtain the content of Landlord. pursuant to this Article 11, ah any further Trnuslar, pnllowiug say Transfer, Landlord may collect Rout from the Transferee without waiving any rights hereunder, and collodion orthe Runt from n Panama Other than Tenant shall not he 901 WCAVIr Caanv Ur —Oil OfSmao,Ana Leu,re • 1 1. 80A-147 EXHIBIT I deemed a waiver of any of Landlord's rights tinder Oils Article 11, an acceptance of any Transferee as A tenant of Landlord, ore release of Tenant from Clio performance of Tenant's obligations under this Lease, A ItTICLC 12-SUB,ORD INATION AND A17;011NAirNT• CSrQPVEL CrItTLVICATESI FINANCIAL SfATENIM's. 123 Subordhallon and Attocnment. 12.1.1 This Lease, and die rights and interests of renint hereunder, are and shall be subordinate to all Security Instruments which now or hereafter constitute a lien upon or z1fact the Project, the Building or the Premises and the rights and interests of the Holders of such Security Instruments. Such subordination shrill be effective without the necessity of ire execution by Tenant of any additional document for the purpose ofevidencing oraffecdng such subordination, In addition, Landlord shall have the right la subordinate or cease to be subordinated anysuch Security instruments to this Lease, and in such case, in the event of the wmiinntion or transfer of Landlord's estate or interest in the Project by reason of any termination or foreclosure crony such Security Instruments, Tenant shall, notwithstanding such subordination, atom to and become the Tenant of the successor in interest to Landlord at the option of such successor in interest. Furthermore, Tenant shall wllhin 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 rive (5) business days of demand therefor a subordination of lease or subordination of dead ofirust, in the form required by the Holder ofthe Security Insnvment requesting the document. If requested to do so, Tenant shall attom to and recognize as Tenant's landlord under this Lcusc oily 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.L2 Should any current or prospective mortgages 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 Tonont, or fn 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 left (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 oily current or prospective purchaser or current or prospective Holder arany Security Instrument, Including, without limitation, that: (a) this Lease is unmodified and in full force and effect (or setting fords oily modifications that hove 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 forwhich certitiwtion is reasonably required by Landlord or customarily required by any prospective purchaser or Holder to which such estoppel certificate is being provided. 'the form ofthe statement attached hereto as Exhibit IT is hereby approved by Tenant for use pursuant to this Section 12 2, but Landlord shall have the right to use other during fur such purpose, Tenant's failure to execute and deliver such statement within such time shall be conclusive upon Tenant that this Lease is fn full force and effect without modification except as may be represented by Landlord in any such certificate prepared by Landlord and delivered to Tenant. Any statement delivered pursuant to this Section 12.2 may be relied upon by any prospective purchaser, morgugee, ground lessor or other like encumbrancer thereoror any asdilnee of city such encumbrance upon die Building or 91e Project. 12.7" '' nit S fiferinenfi—ATan tfnio'd iHn'-the Terry enan"t"'shod; u on"five buA ess- a s' i•ror notice From Landlord, Y g y P �)�� Y P provide Landlord with then current financial statements and financial statements for each of the nvo (2) years prior to die then current calendar year for each of Tenant And the Gunramor (If any). Such statements shall be prepared in accordance with generally accepted accounting principles, conslstenty nppllad, and ahe)I be Audited by an Independentcerdled public accountant. ARTICLE 13-CASUALTyr• TAILING 13.1 casualty 13.1,1 lt.rpalr orthe Premises. Tennntshall promptly notify Landlord in writing (a "Damage Notice") Offaly casualtyevent, 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 oily Casualty ("Casualty Damage"), subject to reasonable delays for insurance adjustment or other matters beyond Landlord's reasonable control, and sub,lect to all other terms or this act o 1 1, begin to repair the damage to [lie Project and die Promises resulting from Buell Casualty, and shall proceed with reasonable diligence not to "road 60 days to restore the Project and Premises (the "Resturntlon") to substantially the some condition as it existed bel`orc 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 oflhe Leasehold Improvements ar any orTenunl's Personal Property (all of which shall be promptly repaired• restored andfor repinoed by Tenant). Landlord shall have no liability for tiny inconvenience or annoyance to Tenant or injury to Tenant's business as a result or Day Casualty, or the Restoration, regardless arlhe cause iurefar, Buse Rent, and Additional (tent payable under Sections 4.2 and ¢,d, shall abate If and to (lie extent Tenant causes to occupy a material portion of ire Premlaea that ores damaged by a Casualty and rendered unfit for occupancy (for the Permitted Use) as it result Chaucer. ror the period al' time commencing on the date 'renunt vaoatus such damaged portion of the Premises and continuing until Ilse Promises Restoration is subsmndolly complete (as reasonably determined by Landlord); provided, however, that such abatement shall be limited to the proceeds oriental interruption msuranoc proceeds wilt respect to the Promises and such Casualty collected by Landlord. 13.1.2 Rsccptinns la Landlord's 0hIlyntimrs. Notwithstanding anything to the contrary couuined in this Section 13.1, Landlord shall have no obligation to repair the Promises And shall have the right to terminate this Lease In oily case where: (a) any portion ordic Premises or any material portion of the Pmjact is dnnnugetl and (b) any orthe following condilons exist: (1) Landlord estinmtes in good faith that the Restorton cannot reasonably be completed (without the p❑ymeat orovertme) within one hundred eighty 080) days of Landlord's dkeoveryarthc Sol ht'Clrh• Cowo, Dr -Lily' afSu ira,l nu Leave • 12• Lo*' � • Casualty Damage, (ti) the Holder of any security Instrument requires any Insurance proceeds with respect to such Casualty Damage to be applied to the outstanding balance of the obligation secured by such Seourity, Inshvmenf, (ill) the cost of the Restoration is not fully covered by Insurance proceeds available to Landlord and/or payments received by Landlord from tumults, IN) Tenant shall be entitled to ail abatement or Rent under this 29clio 1113, 1 for a period of time It "Cass of thirty-three percent (33%) of title remainder of the Term, or (v) such Casualty occurs during the lest eighteen (IS) months of the Term (disregarding Extension Terms, Irany). Such right of termination shall be exercisable by Landlord by delivery of written notice to Tenant at any time rollOwing die Casualty until sixty (60) days following the later of. (A) delivery of true Damage Notice or (B) Landlord's discovery ordetermfnntlon of any oflhe events described In clauses (i) through (w) oflhe preceding sentence, and shall be effective upon delivery of such notice of lerminntion (or ifTeannt has not vacated die Premises, thlrly (30) days dnerenfer). 13.13 N4dver. Landlord and Tenant agree that die provisions artists Section 13,1 and the remaining provisions orthis Lease shall exclusively govern the rights and obligations of die parties with respect to any and all damage to, or destruction of, all or oily portion orthe Premises or the Project, and Landlord and Tenant hereby waive and release each and all of their respective common law slid statutory rights Inconsistent herewith, whether now or hereinafter in effect (including, without limitation, Sections 1932(2) and 1933(4)'of file Califumia Civil Code, as amended from time to time). 1312 Ta_ king, If the whole or a material portion of 1 he leremises, Ilia Building or the Project shall be taken under the power of eminent domain, 01• sold to prevent the exercise thereor(collectiveiy, a "Tutting"), this Lease shall automatically terminate as of Ole earlier of the date of transfer ortitle resulting from such Taking or the date of transfer of possession resulting G-om such Taking (the "Tatting pate"). in the event Ora Taking orsueh portion ill' 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 Dale. If a portion orthe Premises is so,taken and this Lease is not terminated; (a) Landlord shall, with reasonable diligence and at Landlord's cost (to the extent orthe condemnation award received by Landlord), proceed to restore (to the extent permitted by Laws and covenants, conditions and restrictions tile" applicable 10 the Project) the Premises (o(hor dman Tenant's Personal Property and Leasehold Improvements that are not Consistent with duel Building Standards) to a complete, funotoning 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 oily 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 casts directly associated with the Taking (bill Tennel shall not otherwise assert any claim against Landlord or the condemning authority). No Taking of Any portion of die Premises, the Building or the Project (or any portion thereof) for a period orless than two hundred seventy (270) days (a "Temporary Toldng") shall terminate this Lease or entitle Tenant to any abatement of the Rent payable to Landlord under this Lease; provided, however, that any award for any such Temporary Taking shall belong to Tenant, but only to the extent dint the award applies to any time period during the Term of this Lease. This Sce4on 132 shall be TonanCs sale and exclusive remedy in the event of a Taking. Each party hereby waives the provisions of Sections 1265.170 and 1205.150 of the Califumin Code of Civil Prcedu a And die provisions of any successor orotter lower like Import.' ARTICLE 14-17NDE7YINiFTCATTON AND INSURANCE 14.1 Waiver of 1 inhility and lnlemryjnfloa Exceptto the extent expressly provided to the contrary herein, Tenanlhereby waives all claims And causes of action against Landlord and all or the other Landlord Parties 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 orthe Premises from any cause whatsoever, including, without limitation tire, explosion, fall Ing plaster, a team, gas, air contaminants oremissions, electricity, electrical or elecaonicenumotlons ordisturbnuce, water, rain or snow or leaks from any part the Building or tivm die pipes, appliances, equipment or plumbing works or from the roof, street or subsurface or from any other place or caused by dampness, vandalism, malicious mischier. 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) die use m• occupancy of hue Premises or any portion of the Project by Tenumt, (b) the sets or omissions of Tenant or any Tenant Party, (o) any default orthis Lease by Tenant, or (d) any litigation or other proceedings between Tenant and any third party; provided thnL Tenant shall not be required to sa indotnntry, defend or hold Landla d or any of the other Landlord Parties harmless to the extent that any such Claims arise out arthe gross negligence or wilifd misconduct or Landlord, itsagents or employees. 14.2 Insurance. At all times during the Temn of this Lease, Tenant shall; In) procure slid maintain, at its sole expense, the insurance policies described in Exhdbji 1,01', attached hereto and (b) oterwis, comply with each and all orthe obligations slid requirements set forth in EAM N�. Landlord nukes no representation that the insurance coverage specified to be carried by Tengpt pursuant to this Fxhi ft .,Cp is adequate to protect Tennnl against TenanVa undertakings under the terms of this Lame orolherw[se, and IfTenent believes that such insurance coverage required under this Lease is insulllcien, nt its own expense, Tenantshall providesuch additional Insurance as Tenant deems adequate, 143 %Vnircr or Subroantinn. Notwithstanding oily provision orthis \ icla 14 to the contrary, Landlord And Tenant intend dint their respective property damage loss risks shall be borne by their respective insurance carries to the extent orthe property damage insurance that each of Landlord and Tenant are required to carry under Exillbit ,cp, and except as expressly provided otherwise in this Lease, in the event of's properly loss. each of Landlord red Tenuht hereby agree to look solely In, and seek recovery only Font, their respective property damage insurance carriers to the extent Muhl such property loss is 01,11 type that is covered by the property damage Insurance it is required to carry under Exhibit "0" As long as such waivers orsu inigntinn are reasonably available, Cecil orthe parties hereto hereby wn)vcs all of ils righn and claims against each of the other parties herein 11or such hisses, and provided Stich waiver of subrogation shall not affect the right Or such party as Ilia insured under Its property damage policy (or pohic)cs), to recover thereunder, waives all oriha rights of subrogation orits property damage insurers, Tha parties hereto further agree the, so long as no nmlcrial additional premium is charged Ihavl'ore, their respective property ircu rarim policies are now, or shall be, endorsed such that rile Piregoiug ouiver ol'stibrnguion Shull not utleet the right ofthc insured to recover thereunder. A 11TICLE 15-EVENTS11F DFPAM-1' AND RF�ICDIC 13,1 Er cuts err Daiwa It Br Tenn nL I'he Occurrence of any of the fill towing shall constitute a mmerinl (11NoIt Cod breach or Its is Lease by Tenant (tin "Event of Default" )r Rill tVCfale Cenhe• Dr- rfn• u/'S'rurin sun Lavine .13. 80A-149 EXHIBIT 1B 15,1,1 Any Ihilum by Tenon to pay any Rent or any other charge required to be paid under this Lease, or any pan thereof (or to perform any of Its obligations under Arlicl above), if such failure continues for three (3) days following Landlord's delivery of written notice thereof. 15.1.2 The abandonment or the Premises by Tenant, or the vacation of the Premises by Tenant for a period of ten (10) consecutive days (with or without the payment of Rent), or the failure of Tenant to lake occupancy of the Premises within thirty (30) days of die Commencement Dote (it being agreed that Ilia fact that any of Tenant's Property remains in die Premises shall not be evidence dint Tenant has not vacnLed or abandoned die Premises). 15.1.3 Any failure by Tenant to execute and deiiverany sin tement or document describad in Aid c12 requested by Landlord within the Lima periods ape of lied therein, If such failure continues for three (3) days after Londtard's delivery o f 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 $gglions Mill 11 f2 and 15.11 above, If such faiian continues fartwonty, (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 thercoll, provided, however, dint If the nature of the detlhult Is such that it cannot be cured within the twenty (20) day period, no Event or Default shall exist if Tenant commences the curing of the default within the twonly (20) day period and thereafter diligently prosecutes the same to completion, 13.1.5 The making or furnishing by Tenant crony warranty, representation or statement to Landlord in connection with this Lease, or any other agreement to which Tenant and Landlord arc parties, which is false or misleading in any material respect when made or Ibmished• 15.1.6 The asslgnment, subletting or other Transfer, or any attempted assignment, subletting or other Transfer, of this Lease in violation of Article 11. 15.1.7 The tiling or execution or occurrence of any one of the Following: (a) a petition in bankruptcy or other insolvency proceeding by or &galas[ Tenant or any general partner of Tenant, (b) a petition or answer by Tenant or city general partner of Tenant seeking relief under any provision of tits fdakmptcy Act, (e) on assignment by Tenant or any general partner of Tenant far the beastit of creditors, (d) a petition or other proceeding by or against Tenant or any general partner of Tenant for the appointment or a trustee, receiver or liquidator of Tenant or any generalpartner of Tenant or any property of Tenant or any general partner of Tenant, (e) a proceeding by any govemmentat authority for die dissolution or liquidation of Tenant or any general partner of Tenant or any other instance whereby Tenant or any general partner of TenanL shall cease doing business as a going concern, or (0 an admission by Tenant or any general partner of Tenant of its inability to pay its debts as they become due. MIS The dagnult by any guarantor of Tenant's obligations hereunder under any guaranty of this Lease, the attempted repudiation or revocation of any such guaranty or die participation by any such guarantor in any other event described in this Section I Sl I (as if this Section 15 1.5 refen•ed to such guarantor In place ofTenant). 15.1.9 Any derauitthat 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 orTenant. All of die notices described in this Section 5, shall be in lieu of, and not in uddltlan to, any notice required under Section 1161 of the California Code of Civil Procedure Or Oily other law now or hereafter in elft et requiring that notice of default be given prior to tie commencement or an unlawful deminer or other legal proceeding. 15.2 Rem ed es, Upon die occurrence of any Event of Default by Tenant, in addition to any Other remedies available to Landiord at Iry or in equity, without any further notice or demand whatsoever Landlord shall have the option to pursue any one or more or the remedies described in Section I of i it "IT, attached hereto, each and all Of which shall, subject to applicable Inv, be cumulative and nonexclusive (and all oflhe other provisions of Section t orExhi it" "shall apply to an Event of Default by'renant hereunder), ARTICLE 16—LAIn)LORD DEFA(f1.Tt LANDLORD'S LIATOLITV 16•1 Landlord Dernnit, Landlord's failure to pertbrm or observe any or its obligations under this Lease shall constitute a material default by Landlord under this Lease (a "Landlord Default") only If such failure shall continue for a period orthirty (30) days nRer Landlord (rand each Notified Party) receives written notice from Tenant specirying (and describing in reasonable detail) the alleged default (and Idendlying the applicable Lease provision(s)); provided, however, that Lfthe nature of the default fs 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 whIlln 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 die occurrence crony Landlord Derault, Tenant shall have the right to pureue any remedy available tinder Law fursuch Landlord Derhult by Landlord; provided, however, that in no case shall Tenant have any right to turiluate this lease ea account crony such Landlord Default. 16.2 ):_.andlord'. Lease Undertaktnen• Notwithstanding anything to the conh•uty contained in this Lease or any Other Lease Documents, it is expressly understood and agreed liy and between the perlies hereto that: (a) the recourse of Tenant or its successors or assigns against Landlord (and the liability of Landlord to Tenunt, Its successors and assigns) with respect to: (1) any actual or alleged branch or breaches by oron the part of Landlord crony of Landlord's Lease Undertakings or (if) any mutter relating to Tenant's use or uccupaucy of the Premises shall be limited to tin amount actual to the lessor of; (x) Undlord's equity Interest in die Building and (y) the equity interest Landlord would have in die Building lithe Building ware encumbered by independent secured fiimncing equal to ciglny percent (600%) of die value of Uhe Building; (b) Tenant shall have no recourse against any other assets of Landlnnl or tiny other Landlord Parties (or their ofllcers, dimators or shareholders); (c) except to the extent of l.nndlord's equity interest In the Building(to the extent provided above), rah personal liability or personal responsibility of any sort with respect to tiny of Landlord's Lease Undertakings nr any alleged breach thereof is assumed by, or shall at any One he asserted or enfwueable ngninsl, dill tNC7rlVC0nhw Ur— .I4• 80A-150 WO11MM Landlord or oily of ills other Landlord Patties, and (d) at no time shall Landlord be responsible or liable to Tenant for any lost prof is, lost economic opportunities or oily form of consequential dannge as the result of oily melon or alleged breach by Landlord of Landlord's Lease Undertakings or In Colin ccIIoil whh any atlier matter relating to Tenant's use or occupancy orthe Premises. 16.3 Ell le by Landlord; A sole or conveyor by Landlord or the Project or or any portion thereof conlain(ng the premises shall operate to release Landlord t}on any Ilab llJay 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 (ail dlor that firat aconm after) such sale or wnveyanea, and Tenant agrees to look solely to the successor In luterest of Landlord in and to this Lease for the perforatanoe of all or the agreements, obligations, covenants or conditions, express or Implied, herein contained in IhvororTenoni Ili at are to be performed after (or that first accrue altar) such sale or conveyance (and for sotisraclion of all liabilities arising out of the same), This Lease shall not be affected by any such sale, however, and Tenant agrees to Import to the purchaser or asslgnee, such atlomment la be effective and self-opernlive without the execution crony further instruments by any of the parties to this Lease. ARTICLE 17-MISCrLLANEOUS 17.1 ZLQ Pin . All notices, requests and/or demands which Landlord or Tenant may be required, or may desire, to serve on the other (or nay Holder) shall, except as expressly provided otherwise herein, be in wrilag aid may be served, as all altenr lve to personal service, by malling 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 sot forth In 1= 11.2 of the Basic Lease Provisions and to Tenant at the address for Tenant set forth in Item 1 I .I of die Basic Lease Provisions, or, from and after the Commencement pate, to the Tonant at the Premises whether or not Tenant ties departed from, abandoned or vacated the premises, or addressed to such other oddress or addresses as either Landlord or Tenant may From Lima 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 Prokers. The parties recognize as the brokers) who procured this Lease, die Fhm(s) specined in I ere 9 of line Basic Lease Provisions and agree that Landlord shall be solely responsible for the payment orally brokerage commissions to amid brokar(s), and that Tenant shall have no respansibility lberefbr unless written provision to the contrary has been made a part of this Lease, if Tenant has dealt with any other patron 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 fail due said person or firm slid Tenant shall protect, indemnity, hold harmless and defend Landlord from any Claims relating thereto. 17.3 Rights Re.1orvad 4y Laulilard, 17.3.1 Entire by Landlord. Landlord may enter the Premises at all reasonable limes to; (0) inspect the some; (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 be provided by Landlord to Tenant under this Lease; (a) post notices of non -responsibility; (a) exercise any of Landlord's tights or perform any oFLandlord's obligations under this Lease; (1) make repairs or improvements iu or to the Project or the Premises (provided, however, thnt.all such work shall be done ns promptly as reasonably passible and so as to cause as little Interference to Tenant as rere ly 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 occupacy or quiet enjoyment of are Premises or any other lo8s occasioned by such entry. Landlord $hall of all times have and retain a key with which to unlock ell of the doors in, on or about the Promises (excludingTenant's vaults, safes and similar areas designated by Tenant in writing in advance), and Landlord shall have die right to use any and all means by which Landlord nm deem proper to opertsuch doors to obtain entry to the Premises, and any entry to die Premises obtained by Landlord by any such menns, or otherwise, chilli not u nder oily circumstances be deemed or construed to be a Forcible or unlawful entry Into or a detainer of the Promises or on eviction, actual or constructive, ofTenant from airy part orthe Premises. Such entry by 1.andlard shall not act as a termination ofTenanPs duties underthis Lease, If Landlord shall be required to obtain entry by means other (hall a key provided by Tenant, the cost of such entry shall be playable by Tenant to Landlord. 17.12 Right in Leaser Proiecl or Building Name and Sh imag, Landlord reserves the absolute right to: (a) lease space in the project slid to Create such other tenancies in the Project as Landlord, in its sole bushicss Judgment, shall determine is in die best interests of the Project; (b) to change the name or street address or die Building and/or the Project; and (c) to install, affix and maintain any and all signs on the exterior and all die Interior of the Building and/or the Project as Landlord may so desire, In its sale discretion. Landlord does not represent and Tenant does not rely upon any specific type or number or tenants occupying any space in dw Building or the Project during the Tenn orthis Lease. Tenant shall not, without the prior written consent of Lnndiord, use die name of the Building and/or the Project, or any plenires or Illustrations ofthe Building and/or the Project. in Tenant's advertising or in any other publicity, and to the extent dint Landlord grills 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 or the Project. or property adjacent, to the Project (collectively, the "Other Improvements") are maned by nil entity other than Landlord, Landlord, at its option, In its sole end absolute discretion, may enter Into an agreement will the owner or owners orally or all or the Other Improvements to provide; (a) For reciprocal rights of necess and/or use of the Project and (lie Other Improvements; (b) for the comnnon uranageutont, operation, maintenance, imprevemenl anti/or repair of all or oily portion of the Project and the Olhor Improvements; (a) for tile allocmion of n portion of the Operating Expanses to the Other Improvements slid the operating expenses and taxes for the Other Improvements to the Project; and (d) for the use or Improvement of the Other Improvements andlor ilia Project inn connection Willi ilia Improvement, construction, and/or excavation critic other improvements and/or the Project. Nothing contained herein shell be deemed or construed to limit pr otherwise uffecL Landlord's right to Convey all or any portion of the Project or any other or Landlord's rights described in this Lease 17.34 Runnrufiun or the Protect mud Olh• I inruiementslConvtructiun of New Ion ncnts. Tenant acknowledges [hill porduus of the Project andlor the other hnpnnements may he under construction following TenmrL'a occupancy of the premises, and that such conshimtion may result In levels ornoise. dust, obstruction of necess, eta which are in excess ol'that present in a 11d1y constructed project. Tenant auknmvledges and ugrecs [lint Landlord may alter. rcrnodel, Improve and/or renovate (collectively, the "Construction 11'orlr") the Building. Premises, and/or ilia Project (including. without Ifill ituliun, by constructing+ now improvements in Common Arens), and in connection with any Construction Work, Londlord nuty. among ether things, erect seal1bldiog or other necessary structures in the Building, or olsewlie'a in or at the 801 VFChde C'enrur Or-C71r of Smarr auu Leave .15. 80A-151 EXHIBIT 1B Project, restrict access to potions of the Project, including portions of ilia Cc vmon Areas, or perform work in ilia Building and/or the Project. Ten unt hareby agrees that such Construction Woik and Landford's actions in connection with such Construction Werk shall in no way constitute a constructive evfaliot of Tenant not, entitle Tenant to any abatement of Renl, Landlord shall have no responsibility or IILb111ty to Teo ant for any injury to or intarlbreace with Tenant's business arising flum any such Construction Work, laud Tenant shall not be entitled to any damages from Landlord for loss of use or the Premises, to whole or In part, or for loss or Tenant's personal property or Improvements, resulting from die Construction Work or Landlord's actions in connection therewith or for any Inconvenlenee accnsioned by such COahLCllaa Work or Landlord's actions in connection therewith. 17.3.5 Other R;ehts Reserved by Landlord. Landlord reserves the following rights exercisable without notice (except us otherwise expressly provided to the contrary in this Lease) and without being, deemed an eviction or disturbance of Tem it'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 orsigns,.whidow shades, blinds, drupes, awnings or other similar hems, and all Internal lighting that may be visible Ihom the exterior of the Premises and, nomithstanding the provisions of Article 111 the design, arrangement, style, color and general appearance of the partial) orthe Premises visible from ilia exterior, and contents thereof, including, without limitation, furniture, fixtures, signa, art work, wall coverings, carpet and decorations, and ell changes, additions and removals thereto, shall, at all times have the appearance of premises having Ile 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 all Ole Building and/or the Project to mortgagees, prospective mortgagees, prospective purchasers and ground lessors at reasonable hours upon reasonable advance notice to Tenant; (a) to change the emangement 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 file Promises; (d) to grant any party the exclusive right to conduct any business or render any service in the Building or in the Pmjecl, provided such exclusive righl shall not operate to prohibit Tenant from using the Premises for lira purposes permitted tinder this Lease; (a) to prohibit the placement of vending or dispensing machines array kind in or about the Premises other than for use by Tenant's employees; (0 to prohibit the placement of video or other electronic games in the Premises; (g) to have access for Landlord and other tenants of the Building to any mail chutes and boxes located In or on the Premises according to the rules of the United States Post Office and to discontinue any mail chute business in the Building puritan the Project; (h) subject to Tenant's rights or access under Section 2.13, to close the Building after normal business hours, except that Tenant and its employees and Invitees shall be entitled to admission at all Illinois under such rules and regulations as Landlord prescribes for security purposes; (1) to install, operate and maintain surveillance systems which monitor, by closed circuit television or otherwise, all persons entering or leaving the Building and/or the Project; q) to install and maintain pipes, ducts, conduits, wires and structural elements located in the Premises which serve other parts or other tenants of the Building andlor the Project; (k) to retain at all times master keys or pass keys to the Premises; (1) to modify, change, add to or delete the design, configuration, layout, size, ingress: egress, areas, method of operation, and other characteristics of or relating to die Parking Facilities at any time, and/or to provide for nonuse, partial use or restricted use of Pardons thereof, (m) to delegate central of the Parking Facilities to a parking operator (and/or to master lease the Parking Facilities to a parking operator) in which ease 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 qui si•govemmental 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 hie provision or any other utility or service and/or (it) tie reduction and/or management of trartic, transportation or parking in or around the Project. 17.4 Llaht mid Air, No dimfnuttnu car shutting off of any light, air or view by any structure now or hcrcafler erected shall In any marina affect this Lease or die obligations of Tenant hereunder, or increase any of the obligations of Landlord hereunder. 17,5 ForceMi ltim 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 irsuch failure is caused by any reason beyond die Control of Landlord, including, but not Rmlted m, strike, labor trouble, governmental rule, regulntions, ordinance, statute or interpretation, or by tire, earthquake, civil commotion, or failure or disruption of utility services (n "Force Majeure Event"). The amount or time far Landlord to pertbnn any at' Landlord's obligations shall be extended by the annount of time Landlord is delayed In performing such obligation by reason or any such Force Majeure Evont whether sini1ar to or different from the foregoing types of occurrences. 17.6 Gkjlomevs' Fcst Cove Tlnt LtiwL No Counterclaim' Choice of Lnws• Waiver ofJuy Trial 17.6.1 Attarnevs'Fees, if elthe-Landlord orTen wit shall commence any action orother proceeding against Ill a 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' fact; irrespaaUve or whether or not the action or other proceeding is prosecuted to judgment and in,espective or any court schedule orronsonable attorneys, fees. In addition, Tenant shall reimburse Landlord, upon demand, for all reasonable nunmays' lees Incurred in callecting Renlorotherwse seeking enforcement against Tenant, Its sublessees and assigns, arTellial obligntiona under this Lease. 17.6.2 Governina Law. This Lease shall be governed by, and construed III accordance With, Ilia Iowa of the state of Coliromin (without regard to its conllel of laws principksj, t7.6.3 C,ju cc of Jurisdiction, Tenant hereby submits to local Jurisdiction fit the State of Culifarnia and agrees that any notion by Tennnl agoinst Landlord shall be instiuued (n the State of cnlifurniu and that landlord shall have perannal jurisdiction ove•'fennnt for any nation brought by lunin lorl agnlnst'renunt in the Stale of Calilbrnto. 11,6.4 Waiver nrTrial by Jury. TO THE FULLEST EXTENT PERMITTED BY LAW LANDLORD AND T'ENAN'r EACH EXPRESSLY WAIVE THEIR RIGHT TO TRIAL. BY JURY IN ANYTRIAL HELD AS A RESULT OF A CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS LEASE IN WHICH LANDLORD AND TENANT ARE ADVERSE PART'IFS. THE FILING OF A CROSS. COMPLAINT BY ONE AGAINST TI IE oT[1FR IS SUFFICIENTTO MAKE THE PARTIES "ADVERSE" 17.7 (1FAC Cemnllynec. Tenant rcprosents, warrants and covenants to Landlord: (a) that neither the Tenant nor any person or entity Ihnt directly owns a I tarn or greater equity interest In it nnr ally of its otliaevs. directors m• managing members is a person or entity with whom U.S. ,Ynr W'L7,dr framer Or•—C!ry• nfSnnla Ann Leave -I6- 80A-152 EXHIBIT 1B persons or entities are restricted from doing business under OFAC regulations (including those named on OFAC's Specially Designated slid 9looked 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 term of this Lease the Tenant shall Comply with Executive Order 17224 and with the Money Laundering Act. 17.8 Stnt@Spacing Reauh•emen s. 17.8,1 Calirornla Civil Cade Aection 1938. As of the date of this Lease, the Premises, Building slid Project have not been inspected by a Certified Access Specialist ("CASp'y as refbned to in Section 1938 of the CalifomiA Civil Code, A CASp can Inspect the subject Premises and determine whether the subject premises comply with all of the applicable Construction -related accessibility standnrds under state law, Although stole law does net require s CASp inspection orthe subject premises, the commercial property owner or husormay not prohibit the lessee or tenant front obtaining a CASp inspection orthe subject premises For Ilia occupancy or potential occupancy orthe lessee or tenant, if requested by the lessee or tanant, The parties shall mutually agree on the girangemeuts Ior the time and manner of the CASp Inspection, the payment of the fee for the CASp inspection, slid the cost of making spy repairs necessary to correct violations of construction -related accessibility standards within the Premises. 17.8.2 _Cnllfnrnla Public_ Resource Cads Section 2340210. Pursuant to Califolmla Public Resources Code Section 25402,10 and the regulations adopted thereunder (together with any future 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 imitmion, prospective purchasers, lenders and tenants orthe Project) information concerning the mnount of electrical power consumed at de 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 measured by A meter in Tenant's name). Accordingly, Tenant agrees to cooperate with Landlord In connection with any such Electrical Energy Use Disclosures, Including, without limitatlon, 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 orelactrical power to die Premises or any applicable portion thereof That is measured by a meter in Tenant's name and/or (11) other infamadun (such as without limimtfon, the number ofemployees regularly working at the Premises (or any applicable portion themot), the types of equipment regularly used at the Premises (or any applicable portion thereof) and/or the regular operating hours at ilia Premises (or any applicable portion hereof)) that. is reasonably required for Landlord to estimate the amount of electrical power consumed at the Premises. 17.9 Fair Gmnlovmeul Practice•GNan-Discriminatfan. Landlord Agrees, subject to applicable laws, rules and regulations, dint no person shall be sublect to discrimination In ilia performance of diis Lease on the basis of pace, color, religion, national origin, sex, sexunl 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 am 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 orpay or other forms of compensation, and selection for training, including Apprenticeship. 17,10 interpretation. Tenant Acknowledges that it has read and reviewed this Lease and that it has had the opportunity to confer with counsel in tie negatintion of this Lease. Accordingly, this Lease shall be construed neither for nor against Landlord or Tcrant, but shall be given a fair and reasonable interpretation in accordance with the meaning offs terms and the intent of the parties. All captions, headings, titles, numerical references and computer highlighting as for convenience only and shall have no effect on the Interpretation of this Lease. All terns and words used Ili this Lease, regardless of the number or gender in which they are used, shall be dacncd 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 Talent Are separate and independent covenants of Tenant, and not dependent on Any other provision of this Lensc. Time Is or ilia essence of this Louse and tie performance of all obligations heremhder. In die event any provision of this Lease is found to be unenforceable. the remainder of this Lease shall not be arfected, and any provision found to be Invalid shall be enforceable to the extent permitted by law. The parties agree that if two dlfPerent interpretations may be given to any previslon hereunder, one t ieh will m ider the provision unenforceable, and one of which will render the provision enforceable, the interpretation rendering the provision enforceable shall be adopted. 17.11 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, at, 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 its against Landlord, For die avoidance of doubt, it Is understood And agreed that Persons that are Landlord Parties are intended third party beneficiaries ofand she]] have the right to enforce Sections 14.1 1427 141 and J U above 17.12 Entire Aercenenk Amenrhnenf..SuaaessarL; Survival or oltljggMU, This Lease contains all of the agreements and undersimndinge relating to tie leasing of the Preniisas and tits' obligmions of Lnndlurd and Tenant in connection with such leasing. Landlord has not mate. and Tcuant is not mlying upon, any w•mrat ies, or representations, promises or stateniculs made by Landlord or any agent of Landlord, except hose expressly set rorill heroin. This Lease supersedes tiny and all prior agreements And understohdings behveen Landlord and Tenant said alone expresses the Agreement of ilia parties. This Lease shall not be amended. changed or mudilled in any way unless in writing executed by Landlord and Tenant. Landlord shall out have waived or released any of its rights heBAnder unless in tiriiing and executed by the Landlord. Except as expressly provided herein, this Lease and the Obligations Of landlord and Tenant uunminad herein shall bind or inure to the benefit of Landlord and Tenant and their respective successors and assigns, provided this clause shall not permit a,) Trmslbr by Tenant contrary to tie provisions of Article j1• Any obligations al' Tetnal accruing prior to the expiration or this Lease shall survive the wrinination ortds Lease, and 'tenant shall promptly Pei form all such obligations whether or not this Lease has expired, 17.13 Prmhibitinn Aaalhu t Recordiu r• Neither this Lease nor any memorandum, n1lidavit or usher writing with respect thereto shall he accorded by TCtmnt nr by Anyone acting lhrnugh, under or on behalf orTenanl• NOf IfTinte Crarm•Or— 04, pfSmmr.4mr Lunt •17• 80A-153 EXHIBIT 1B 17.14 Can Men (In Iity Tenant agrees than (a) the terns and provisions of this Lease are subject to the terms ofthe California Public Records Act and Freedom of Infbmiatimn Act 17.15 No orrer to imse. 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 shell 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 slid (o) all conditions to the effectiveness of this Lease are smislied (or waived by the applicable party); provided, howevor, that, upon execution of this Lease by Tenant and delivery to Landlord, such execution Enid delivery by Tenant shall, In consideration ort e 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 funh herein (which offer to Lease shall be Irrevocable For twenty (20) business days following the date of delivery). 17.16 Authority. If Tenant signs as a corporation, partnership, limped liability company or other similar entity, each of Ale persons executing Avis Lease on behalf of Tenant does hereby covenant and warrant that Tenant Is a duty authorized mad existing entity, flat 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 ofbmh of the persons signing on behalf of Tenant are authorized to do so. Upon Landlord's request, Tenant shalt provide Landlord with evidence reasonably satisfactory to Landlord confirming the foregoing covenants and walnanlies. 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 Ale person signing on behalFof Landlord is authorized to do so. 17.17 Cmtrctermnrts� Rncalmilc Emotion, This Lease may be executed In counterparts each of which shall be deemed as oil original, but all of which taken togad ar shall constitute one and the same document. Each of die parties hereto agree that the delivery of sn 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, JSignantres Appear on Next Page/ $01 IP'O,* Cruter Dr—Qp aJSawaAaa Lease • Is. 80A-154 EXHIBIT 1B IN WITNESS \VI IliitbCF. lhis Lense is Imcbp exccutgd as of' III u UNclivc,Dau, LANDLORD: TE , n ., CF SANTANA, LLC, '111L CITY OF$Al1" rA ANA, it Delaware Iinlilcd lino' n Municipal colpratlon, Ey: yC . Namc: Andrew ©sborrlt cdna 01y Name; C nllljnl Ktlrr Title:ALIthorized 1,111c: Interim C(CPMmtllgq TI'ES7't By: ! r Name: Muria Hulur Title) Clerk, kf the Couocil Eliectivc Datc: .2017 APPROVED ASTO FORM: Sonia R. Carvallno, CityA 61,11cy BY:, Lisa Storck, Asst. City Attorney RLCCMMM/gN17 APPROVAL: Robot M, Zur'$ - (ICjIIIer'im Executive Director Coloniurily Development Agency 201 WO nfSurom Ann Lome .19. 80A-155 EXHIBIT 1B Ril I w w 80A-156 EXHIBIT 1B EXRIB1T B NOTICE OF LEASE TERM DATES To: City of Santa Ana 801 W. Civic Center, Suhe 200 Santa Ana, CA 92701 Alto: Deborah Sanchez A-2017-264,02 Re: Office Lease dated October 7, 2017 (the "Lease") between CP SANTANA, LLC, a Delaware limited liability company ("Landlord"), and the City of Santa Ana, a chatter city and munlolpal corporation ("Tenant") concerning Suite 200 on floor 2 of the office building located at 801 West Civic Center, Santa Ana, California. Deborah Sanchez: In accordance with the Lease, we wish to advise you mid/or confirm as follows: 1, The Premises are substantially completed, and the Term shall commence an or has commenced on June 11, 2018 for a term of sixty (60) months ending on Jun 30, 2023. 21 Base Rent commenced to accrue on June 11, 2018 in the amount of $42,306.20 per month and as more particularly set forth In Tram 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 rota adjustment. Each billing thereafter, with the exception of Cite final billing, shall be for the fill amount of the monthly Installment as provided for In the Lease, 4. Your rent checks should be made payable to CF SANTANA. LLC, 2101 Roscorans Avenue, Suito 3270, El Segundo, CA 90245 Attn: Ken Quach, Accounting Manager. S. The Premise contains 19,321 RSF, 6. Tenant's Proportionate Share is 16.961%. LANDLORD: Cr Santana, LLC, n,DelarvnsE'tli�l"o3'Be7ltitry'rompan}:� Name: A17drawPlcbo.H&— Title: Authorized Signatory TENANT: THE CITY OF SANTA ANA, a Municipal eorporution r gy; -» Print Name: Raultio'inoz Title: City Manager A}'.filt�t)VCD AS TO FORM Maria D. Huizar / /� t I n Cleric of the Council City Attorney 80A-157 EXHIBIT 1B EXHIBIT "C" WORN LETTER 'f111S WORK LETTER (this "Work Letter") Is otm. ched as Exhibit C to that certnin OlTice Lease (the "Lease") by and between CF SAN'TANA, LLC, a Delaware limited liability company ("Landlord") and THE CITY OF SANTA ANA, a Municipal corporation. ("Tenant"). This Work Letter sets faith die terns, covennnts and conditions relating to The construction and Installation orthe Tenant Improvements in Ole Initial Premises, All capitalized terms used heroin not otherwise defined herein shall have the meanings attributed to such terms in the Lease, 1.1 Landlord's Architect and the rnalnecrs. Landlord shall engage (a) Fraser McClellan or another quailfied interior architect selected by Landlord ("Landlord's Aretdteet") to prepare Ole Construction Drawings (delined below) for the Premises based upon the Final Space Plan (darned below) and (b) engineering consultants selected by Landlord (the "Engineers") to prepare all engineering plans and drawings for die structural, mechnnical, electrical, plumbing, HVAC, life safety, and sprinkler work relating to the Tenant Improvements ror the Premises. 1.2 Final Space Plans Space PlannismAllow nee, A copy of the final space plan (and pricing plan) for all Tenant Improvements in the Initial Premises ("Final Spsee Flan") is attached hereto as Schedule "GI". 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 .! (i.o., $0.1 S per RSF in the Initial Premises), Any Space Planning Costa in excess of$2,898.15 shall be "Tenant Improvement Costs" and shall be deducted from the Allowance Amount, L3 Final Working Drawin li, Based upon the Final Space Plan, Landlord shall cause die Architect and the Engineers to complete and deliver to Tenant for Tenant's reasonable approval two (2) copies of complete fully coordinated erohitecturel and (to the extent required) structural, mechanical, elocu-heal and plumbing working dhvwings and speolimil0ons for the Tenant Improvements In a form which is sufficiently complete to allow all subcontractors to bid on die work shown therein and to obtain all applicable Permits therefor, if any (defined below) (collectively, the "Final Working Drawings"). Tenant shall, within flue (5) business days oftcr Tenant receives die Final Working Drawings, either. (a) approve the Final Working Drawings, or (b) disapprove the Final Working Drawings Plan because a Design Problem exists and return die somata 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 ilia Final Working Drawings that it approves or disapproves the some, Tenant shall be deemed to have eppravod die Final Working Drawings. A "Design Problem" means and shall exist only if the Final Working Drawings are not consistent with die Pinal Space Plan, If Tenant disapproves the Final Working Drawings because they contain one or more Design Problems, than Landlord shall cause Landlord's Architect to make the requested changes thereto to Lire extent required to eliminate such Design Problems and shall resubmit to Tenant such revised Final Wurking Drawings, with die foregoing procedure to be repeated until the Final Working Drawings for the Promises sit ultimately approved (or deemed approved) by Tenant (as so approved, die "Approved Wo•Idng Drawlags"). The Approved Working Drawings, as modified by any Changes (darned below) approved by Landlord, end all parts or components thereof are sometimes mRITed to herein as ilia "Construction Drawings". 1.4 Climmes in the Final Sonee Plan and Anoroyed Worklim Drawings, No Changes (defined below) may be made by Tenant without die prior written consent of Landlord (in accordance with Section 1.5 A below); provided, however, that Landlord may withhold its consent in Its sole mid ubsolom discretion to any Change which In Landlord's Judgment are unreasonable or would directly or indirectly, delay Substantial Completion (defined below). Tenant acknowledges mid agrees that Tenant shall bear the cost or any Changes that are requested by Tenant, "Changus" means, collectively; (a) any changes, modifications or alterations in either the Final Space Plan or the Approved Working Drawings or in ilia Tenon 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 thun any such changes, modiroaduns or alterations that ore required in order to eliminate a Design Problem. 1.5 Landlord's Review. 1,5.1 Any approval or consent of Landlord hereunder with respect to any portion or component orthe Construction Drawings or the Tenant Improvements shall be granted or withheld on die basis of such standards as Landlord shall establish in good Will from Lillie to time. Landlord has established (or may establish in One future) Building Standards for die components to be used hi the construction of the Tenant Improvements in the Promises ("Building Standards"). The quality of all Tenant Improvements shall be equal to or or greater quality than the credity speoidcotions orthe Building Standards; provided, however that Landlord may, at Landlord's option, require die Tenant improvements to comply with specific Building Standards. Londlmd reserves the right to promulgate, aslabkish, modify, delete from, and make other changes to the Building Standards lions time to done. 1.5.2 Landlord's review of any matters (including, without limitation, any requested Changes), as set forth lu this Work Letter, shall be solely fur the purpose orprotecting Landlord's Interests hereunder, and shall not Imply Landlord's review orthe same, or obligate Landlord to review the same, for quality, design, Code compliance or other like matters, for tho Llanelli of Tenant or any ether porly, and Londlmd shill not he responsible for any omissions or eYos contained in uny such items, SECTION 2 COST OF TliE TENANT IMPROV KM RNTS 2.1 A linen l ion orCrivtr Allowance AmountTon nt Improvement Costs, 2.1.1 Subject to ilia provisions of this Work Letter, Landlord hereby gmnis Tenant Ibr the Tenant Improvement Costs (defined heluhv) an nlnnllm (die "Allowance Amount") equal to $772.840,0(1 (i.e.. $40.00 per RSF In the initial Premises). Tennnt Shall bear all ,401 Ii27rdr Corner Dr— Cary•io Srniluelerr Leave 1 FxhibilC 80A-158 EXHIBIT 1B Tenant Improvement Costs (dalined below) (and oil other costs or expenses Ilieu mail by Tenant in connection with the design and construction oFlhe Tenant Improvements) In excess of the Al l Owen cc Amount ("Excess Tenant improvemant Costs") in o0eindamoo with the provisions or 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 disbmsennent in connection with the design and construction of the Temmal Improvements, In A total amount which exceeds file Allowance Amount, In any event, lit all times Tenant shall pay and satisfy in lull on a timely basis all obligations for payment Incurred by Tenant in connection with the design and construction of the Tenant Impiovenncuts• "Landlord's Architect" tine nis the qualified licensed architect designated by Landlord Deal time to time as Landlord's Architect. 2.1,2 "Tenant Improvcmenl Costs" means the following: (i) the fees of the Architect and the Engineers In excess of the Space Planning Allowance; (ti) Landlord's custantary supervision fee (the "Supervision pee") in an amount equut to three percent p%) of the total Tcnant Improvement Costs (excluding die Supervision Pee); (Ili) all fees and costs incurred by, and the cost of documents and materials suppi led by, Landlord and Landlord's consultants lit connection with the preparation and review of the Construction Drawings; (iv) the cost OF any changes a 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 traval hrnAo 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 time Construction Drawings or the Tenant Improvements required by Code; (vi) ail costs of (or relating to) construction of the Tenant Improvements (without regard to the amount of tie Bid Estimate or Landlord's estimate of total Tenant Improvement Costs), including, without limitation, testing slid inspection costs, Irish •removal costs, parking fees, alter -hours utilities usage, and contractors' fees and general conditions; (A) die cost of cable and other telocommunicadons 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); (vlli) pion check, permit fees, license lees, Title 24 fees and use taxes; and (ix) lh icostofinstalling Building Standard window coverings; and (x) the coats orthe tenant demising walls and public corridor walls and materials to be Installed on the second float• relating to the drywall and any finishes and hardware on the Promises side ofsuch wells as designated by Landlord, 2.2 Payinant of Excess Tenant improve tot 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 311 below), If el any time during die 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, linen 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 uniount required to be paid to Landlord under this Section 22 (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 Lotter or the Lease to the contrary, (a) Landlord shall have ilia right to require tie Contractor (charmed below) to discontinue its performance of the Tenant Improvements until such time As Tenant complies with Clio requiremenCs of this Section 12, (b) any delays associated with oily such discontinuance shall be deemed Tenant Delays (and shall not, in Any ease, constitute Landlord Delays) and (a) Landlord shall not be liable to Tenant for any additional costs, lost profits, lost economic opportunities or any term of consequential damage which may result from ally such discontinuance by Landlord tinder this Section 22, 2.3 Aisbnrsemrntg 12ecaneititttlen of Costs, Landlord shall have the right to disburse the Allawance Amount together with all Deposits previously made by Tenant (collectively, the "Tenant Credit Amount") forsurh Tenant Improvement Costs and In such order As Landlord shall determine. Following final completion of the Tenant Improvements, Landlord shall reconcile (die'71 Cost Reconcilin lion") ilia total Tenant Improvement Costs incurred of disbursed by Landlord hereunder with the Tenant Credit Amount. 2.3.1 If the Tl Cost Recmicitiation indicates that the total Tenant Improvement Costs incurred or disbursed by Landlord bercunder exceed the Tenant Credit Amount, Tenant shall pay in cash to Landlord, tho Amount of the excess within three (3) business clays of Landlord's written request therefor• 2.3.2 If the TI Cost Reconciliation Indicates fad, the 'tenant Credit Amount exceeds die total Tenant Improvement Costs incurred or disbursed by Landlord hereunder, then: (a) to the extent of any Deposits made by Tenant, Landlord sholl promptly recall (or at Landlord's election, credit against Tenant's obligaiuns to pay Rent next coning due) ilia amount of such excess Deposits to Tenant, and (b) to fine extent that the Tl Cost Reconciliation indicates that Allowance Amount exceeds the total Tenant Improvement Costs incurred or disbursed by Landlord hereunder (any such excess the "Unapplied Allowuumi Ania nil I"). then Tenant shall have the right, exercisable on or before the first (1r') anniversary of the Commencement Date to defi ver a DlsbusemenL Request (togedrer with all ofill a other items described in Soiltyn 2 3 1 above) requesting: (i) disbursement of funds front the Unapplied Allowance Amount for (a) Tenant Improvement Costs paid directly by Tenant; (it) disbursement of up to 3193,270,00 (i.e., S10.00 per RSF in the Initial Premiscs) tionn die Unapplied Allowance Amount for FF&E Costs (defiled below) incurred by Tenant; and/or (it!) disbursement or up to $96,405.00 (i,e,. $5.00 par RSF In the Initial Premises) front die Unapplied Allawance Amount for Cabling & Moving Costs (darned b(low) Incurred by Tenant; provided unit, for the ovoidanee of doubt, Landlord shall have no obligation under this Section 2.3.2 or otherwise to: (A) disburse any amount in excess elite Lnopplied Allowance Amount, (B) disburse more then ilia amount specified In clause (II) above fiv FF&E Costs, (C) disburse more than the amount specified in clause (iii) Above For Cabling and Moving Costs, (D)disburse any funds from ilia Unapplied Allowance Anioent for which Tenant first requests disbursement oil or Auer ilia first anniversary or the Commencement Date. "FP&E Costs" means costs Incurred by Tenant fiv furninuv, lixures and equipment and cabling for the Prmalsca, and "Cabling & At uving Coats" means costs Incu iccl by Tenant cur cabling installed in the Premises and or for Tenant's move into the Pmrnises• 2.3.3 Notwithstanding anything to the contrary In this Work Lauer (or in Any other prnvlalana of this Uric), it the Ailmvance Amount exceeds the rand Tenant Improvenictit Costs incurred or disbursed hi Landlord hereunder plus Any amounts dlehm•scd to Tenant under Section 2.3.2 above, Tenant shall lint be entitled to any credit ugainsl or abatement of Rent. 901 11,0"ir Conner Dr— Cro- ojSanrn it all Lease Exhibit C 80A-159 EXHIBIT I SECTION3 C0NSTRUCT1gN• QCLIVPRV 0 rPRI 671 M SUNTANT(A(r COMPLETI ON PUNCH LIST ITCNS 3.1 Permits. Landlord will cause Landlord's Architect and die Engineers to submit the Approved Working Drawings to the appropriate gavernmenlal entities slid otherwise apply for all applicable building and other permits and approvals (collectively, "Pa•mits") (If any) necessary or required (in Landlord's good faith discretion) for the Contractor to commence, perform and fully complete the construction orthe Tenant improvements• Neither Landlord nor any Landlord Party shall have any obligation or liability to Tenant If any Penuit (including, without Ilndtation, any building permit, certi dame o f occupancy, or equivalent) Is not timely or otherwise Issued. 3.2 Landlar'J's Selection and Retention or fit Coll(ra eter. 3.2.1 Landlord shall submit Ilia Constriction Drawings for die Premises on a fixed contract amount (or OMAX) basis to 0 general contractor selected by Landlord (the "CAmfruefer" ), which Contractor shall be independently retained by Landlord (pursuant to such construction contract farm as Landlord shall )a good faith determine) to constant 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 us 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 or 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 Temanl improvements. Notwithstanding toy 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 miseonduol of tiny Contractor (or any subcontractor thereof) for any reason• 32.3 Ifthe Tenant Improvements shall constitute "public works: pursuant to Labor Code §1720.2. the following shall apply: (s) 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 prevaflingwages be paid to opproprinle work classifications Inail bid specifications end subcontracts, (b) Landlord shall require Ole Contractor to ftumish all subcontractors/employees a copy orthe Department of Industrial Relations prevailing wage rates which Lessor will post at tie job site. For further information on prevailing wage: http'/7tiyww tires env/Ill statistics research hail (a) Landlord shall require the Contractor to comply with (and to cause Its subcontractors to comply with) the payroll record keeping and availability requirement of §1776 ofihc LaborCode, (d) - Landlord shall require the Contractor to (and to cause its subconbsetors to Lessor/cmhtraetor to) stake travel and subsistence payments to workers needed for performance of work in accordance with die labor Code, (a) Prior to commencement of work, Landlord shull require tilt COR(raatar to contact the Division of Apprenticeship Standards and comply with § 1777.3, §I777,6, and § 17777 of the Labor Code and Applicable Regulations, 3.3 Delivery of Prcmises' SHbstnntial Cmmille)lon• Pencil Lit Italia. 3.3.1 Delivery of Premises, Landlord shall deliver ilia Premises to Tenant upon Substantial Completion of the'fennnl improvements. Subject to Landlord's obligations under this Work Letter (including Landlord's obligations to perform (arcAuse to be perfannod) the Landlord's Work and to construct (or cause to be constructed) die Tenant Improvements In accordance with the Construction Drawings) and to all of landlord's other express obligations under the Lease (including, under Section q of the Lease), Landlord shall have no duty or obligation to improve, or pay for any innp'ovennenl for, the Premises or any portion thereof and Talent shall accept the snore in Its Tenant shnll accept the Premises in its, then existing condition on the Defivery Date, "ANS", "WITH ALL FAULTS", 3,12 Substmninl COMIDIMMI. Por purposes artiids Lease, "Subslaathll Completion" shall occur upon (and the Promises shall be';SubVintnlly Complete" upon) the substantial completion ofconstruction of the Tenant improvements pursuant to the Approved Working Drnwings, as evidenced by a "signoll" an the building permit card by tin Inspector of the applicable governmental authority (typically the city in which the Building is lucateci), with Ore exceptun orally Punch List Items (defined below) and any tenant fixtures. work -stations, bulit•in furniture, or equlpmenl to be Installed by Tennnt or under ilia supervision of Can tractor. 3.3.3 j'lanch List Ircmy. Alter the Substantial Completion by Landlord of the Tenant improvements. representntives of landlord, Tenant and the Contruetor shall completely inspect the Promises And complete s list (010 "Punch fist") orall Purnell List Items (defined below). AurlhorizeJreprusent❑tivesol'Landlord.Ten;eaend Ilia ContmcrorshallexectuesAidPuncitList toIndicate theirapprovidflereoG Landlord AMC cause the Contractor to complete all Punch List tittles described oil the Patch Listas soon as reasonably possible following Ilia approval orsuch Punch List. As used herein, "Punch List Innis" means all items al'canstruction which aunii one or more details of conseac ion. decoration, mechanical adjustment or installatnn thal tin not nrnerinlly and ndveisely street tin use slid occupnnoy orsny portion orthe Premises liar the normal conduct orTenant's business, Rill IVC1,*CwDer Dr-C'6,r, nfS'nrrminn Lwow 12xhibit C 80A-160 EXHIBIT 1B 3.3.4 Assianrocnt of'Vn n•n sties, Effective upon completion of the Tenant improwrint s, Landlord shot Resign to Tenant nil warranties and guaranties by Contractor Painting to the Tenant Improvements, and Tenant shall waive (mid hereby waives) all claims against Landlord heisting to, or arising out of the construction of, the Tenant improvements, SECJ;,(ON 4 TIMEI DELAYS 4,1 Time. 4.1.1 Time or the Essence in Illis'York Leffii . 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 Ptcnl is not delivered within the stated time period, at Landlord's sole option, at ilia end of such period the item shall automatically be deemed npprved 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 been a reasonable amount ordure to respond to the request or submission la 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 Tess 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 die Contractor to complete all phases of the Construction Drawings and tine 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 tile Same. 4.2 Man. s, 4.2A Tons at Dclays, A "Tounnt Delay" means any delay as a direct, indirect, partial, or total result of any act or omission or Tenant or any of Tenant's Agents, including, without limitation, any of the following: (a) Tenant's failure to timely approve any matter requiring Tenant's approval hereunder; (b) any breach by Tenant of the provisions of this Work Letter or of the Lease; (c) any Changes requested by Tenant; (d) city requirement of Tenmu 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; (a) changes to the Base Building and/or Building Systems required by the Final Space Plan, the Approved Wording Drawings (or any Changes); (q any unreasonable interference by Tenon or any orTennnt's Agents with the perronnunce of tine Tenant Improvements; or 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 R result of any of the following: (a) Landlord's failure (I'or any reason other than a Tenant Delay or a Nice Majeure Delay) to approve any matter requiring Landlord's approval under this Work Letter within the time period therefor set famh 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 underthis Work Let or; or (a) any other failure by Landlord, which pursuant to the tents of this Work Letter is deemed a Landlord Delay. Notwithstanding any provision of this Work Letter to the contrary, in the event that Tenant elaims that it has suffered a Landlord Delay, Tenant shall, as a condition of ire elfeedveness of die claimed Landlord Delay, within three (3) days of its discovery of the claimed Landlord Delay, notify Landlord in writing of fire existence ol'the claimed Landlord Delay and the probable cstimuted duration ofsuch claimed Landlord Delay. 4.2.3 Ill Maluure 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 critic 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 (ir claimed by Landlord), (b) round 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 dairy caused by governmental delay In die issuance of the Permits not due to the limit or negligence of regent or any Tenant's Agents orchorged by 'I'emmt) or gross negligence or MUM misconduct of Landlord (if claimed by Landlord), or (e) tiny delay due to any other similar cause beyond the reasonable control or the party front 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 orthis Work Letter to the contrary, in the event that any party claims that it has suffered a force Majcurc Delay, such party shall, as a condition of due effectiveness orsuch Force Majeure Deliny, within three (3) days ordiscovery arthe source orsuch delay, notftp the other party hereto in writing of Ilia existence of such Ponce hlnjeue Delay, ilia nature of die steps being taken bysuch party to minimize such delay and the probable estimated duration ofsuch Force Majeure Delay, SEMON 5 CENLRlM PROVISIONS S.I Reureselitadves, "Tenant has designated DEBORAH SANCNii2.. ECONOMIC DEVELOPMENT SPECIALISTIII as Its sole representative with respect to the mntiere set forth in this Work Letter, who, until furiler notice to Luadlcrnl, shall have full authority and responsihi Iity to act on bell ufI'or the Tenant its mquIred in this Work Letter. Land lord has deal staged 'I'ad Bisehnk as Its sole representative with respect to ilia nowers set forth in this Work Lotto who, until further notice to Tenant. shall have lull authority and responsibility toact on biduffol Ilia Landlord its required in this Work Letter 5.2 J,'ermnl's Entry into the prcmfses 11rin• to c lhgtantial C'nnrpl •t rn. Provided that Tenani and Tenant's Agents du not ilnerl''ire In any aspect with Contractor's work (or performmnce Lifting Tenant Improvements) in the Building and the Premises. Landlord shall allow Tenant rcusonnbla ueccoi to die Premises tit legal thirty (30) days prior to the Substantal Completion lbr ilia purynoso or Tenant insmllibg over 8s1 WC M, Cci a'r Dr—Ciry"nJ'StuNn,Juu hard tchlhil C 80A-161 EXHIBIT 1B slnndard equipment or fixtures (Including Tenant's data and telephone equipment). Nat less than rive (5) business days prior to Tenant's entry as pennlit ad by the terms of this qjon 5.2, Tenn i tshaII submit a schedule to Landlord and Can tractor, for their approval, which schedule shall detail the tuning slid 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 end hold Landlord harmless from and against any CIstarts resulting in any way from any such entry, 5.3 IgUgnt'a AllUts and Construction Matters. Tenant's Architect, the Engineers (if any) and all subcontractors, laborers, materialmen, and suppliers retained directly by Tenant (collectively, 'Tenants' Agents") shall conduct their activities In End around the Premises, Building and the Project in a h nnonioas relationship with all other subcontractors, laborers, mnteriahnen 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 completed with thm 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 ormob Tenant's Agents, (b) shall, on demand from landlord, eliminate of record and satisfy in full all mechanics liens, stop notices es similar liens or encumbrances on the Building asserted or Bled by any Tenant's Agent, (c) prior to any entry Into the Building by Tenant or any Tenant's Agen4 evidence, in form satisfactory to Landlord, compliance in full with the insurance requirements set forth In Exhibit "C•2" attached hereto, and (d) ledem illy, defend, protect end hold Landlord harmless from city Claims, Damages and Costs asserted against or incurred by Landlord in connection what the Constrnetlon Drawings, any act or omission of any Tenant's Agent, or in connection with Tenant's non-payment orally amount arising out of the design or censuvction 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 say provision to the contrary contained in this Lease, if an Event of Default, or n 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 are 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 cared pursuant to tie terns of the Lease, $01 IPC1We Cerrhv fL•—CIO, a(Sunrn.4 na Lerrxr rxhibit C 80A-162 EXHIBIT 1B :'c'rrl e' Y G I Y f !] J 1 I 9 0ct1,.' 471 ue, i 7i XJIC' L' a 1 ILL!! III' - : I' f�l G't ii'" �'� �i El liipli�•i 1; $• 7Ci e, r fL�h � "R i ���" fin. I!i - :^' i'". i..` St�Ikfllt�Avl)'.�'er�'�x1lr=irxtlftt�t,�iIlClit — ll� y I14 aTp} I `� �,i mot �3f n 7 "I4''� {r Itt r isi .. (. 1 4ii''�l �Ilr.j:�Sl;gl��i��?,�Tlla�!r!'L;; ;4+ jtl'�.l 61F �jltltl; 1 j',. i il.:iy";}:;^: ''r;t �.:r:n�;°r • 'fit f'�lil ,!.;i"i: (-li. .; r, iil f' ! r:!'•i• `, 17 ` i 80A-163 EXHIBIT 1B Y M 80A-164 SCFlLDULE"C.-2" INSURANCE RPOUIREMENTS General Cavern fen. All or Tenant's Agenls shall curry woldcer's compensation insurAnce covering all of ill al" respective employees, and shall also carry public liability Insurance, including property damage, all with limits, In form and with companies es am required to be carried by Tenant os set forth hi A rdolle I I of the Lease, Snocial CtIvergoes. The Tenant Improvements shall be insured by Tenant pursuant to Article I I of the Lease Immediately upon completion thereof, All of Tenant's Agents shall cart' excess liability mid 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 occunlence, and wodcers' compensation as repaired by law, and in feral and with companies as are required to be carried by Tenant as set fbrlh in Article I I of(lie Lease. f—,UL J1 Terms. Certificates Ibr all Insurance carried pursuant to this Schedule "C-2" aheil be delivered to Landlord before any entry into the Project by Tenant or Any Tenant's AgenL All such policies or insurance must contain a provision that the company writing Bald policy will give Landlord dth•ty (30) days prior written notice of any cancellation or lapse of the effective date orally reduction in the amounts of such Insurance, In the event that the Tenant improvements are damaged by oily Tenant's Agents during die course of the construction thereof, Tenant shall Immediately repair the same at Tenant's sole cost slid expense. Tenant's Agents shall nininwin oil orthe 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 Be 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 mid that any other Insurance maintained by Landlord is excess and noncontributing with the insurance required hereunder, The requirements ofthe foregoing insurance shall not derogate from the provisions for Indemnification of Landlord by Tenant contained in this Work Letter, 401 O'Clae Center Or- City nfSnnnt Ann serfs,, ScheduleC 2 80A-165 EXHIBIT I EXfIII317911 RULES AND RPGULATIM, Tenant shall falthRlliy observe and comply with the following Rules and Regulations (including, but not limited to the General Rules, the Parking Rules and the RUles orIII u Site (Contractor's Wall()), Landlord reserves the right at any dme to change or rescind any one or more of these Rues and Regulations, or to make such other and ibriher reasonable Rules and Rego rattans us in Landlord's Judgment may from time to time be necessary f'or Ole management, safety, cam and cleanliness of die Premises and die Project, and for die preservation of good order therein, as well as for [lie convenience of other occupants and tenants Iheein. Landlord shall not be responsible to Tenant for the nonperformance of any of said Rules and Regulations by or otherwise with respect to die acts or omissions of any other tenants or occupants of the Project, Landlord may waive any one or more of these Rules and Regulatluns I'or die benefit orally particular tenants, but no such waiver by Landlord shall be construed as a waiver orsuch Rules and Regulations in favorofany other tenant, nor prevent Landlord from lhereafterenfoming any such Rules or Regulations against any or nil 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 dle Premises. in the case of any conflict between these Rules and Regulations and the Loose, the Lease shall control. I. 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 orother projection shall be attached to the outside walls ofthe Project without Landlord's prior mitten consent. J. The sashes, sash doors, skyll0ils, windows and doors that reflect or adulit light and air Into the halls, passageways or other public places in the Project shell not be covered or chtructed, nor shad any bottles, parcels or other articles be placed an the windowsills, Neither the Interior nor die exterior or any windows shall be coated or otherwise sunsueened 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 he prescribed by Landlord. I. Without Landlord's prior wrhten consent (in its sole and absolute discretion), no sign, advertisement, notice or video shall be exilib(ted, projected, displayed, pointed or Mixed by Tenant on any part of the Premises or Project so as to be seen from Ilia outside of, its Premises. In the event of Tenant's violation at' die foregoing. Landlord may remove die some without any liability and may charge the expense Incurred in such removal to Tenon. All Building standard signs whether on doors, directory tablets or elsewhere, shall be inscribed, Pointed or affixed lbr Tenant by Landlord at the expense of Landlord, and shall be of &size, color and style acceptable to Landlord. 5. The bulletin board or directory orlhe Project wilt be provided exclusively for die display of the mule and location of Tenant only; and Landlord reserves the right to exclude any other• names dnerefrom, and each and every flame In addition to the name of'renant 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 miocoticn or removal upon Landlord's written request fur any reason (oxcepl that any such relocations or rennovals at Landlord's request, unless such request Is based upon Tenant's branch ofthe Lease shall be paid f'm• by Lzndlard), and Tenant shall pay for the removal of any snob listings or representations upon Its departure firm its Premises, d, All doors opening onto public colridom shall be kept Closed, except when being used for Ingress and egress. 7. Pcnantshad not nark, paint, drill or bore into, cut or string wires in, lay linoleum or other floor coverings, in, or in tiny way dotbce any putt of its Premises or the Project. except with Landlord's prior written consent mid as Landlord may direct. &. All keys shall be obtained from Landlord. No additional locks or bolts of any kind shall be placed upon any of the doors at' windows by Tenant, nor shall any chnnges be made in existing locks or the mechanisms thereof. Tenant must, upon the lerminalion of its tenancy, give to Landlord nil keys pertaining to the Premises and the Project, and in tie event or die loss of any keys so furnished,'reliant shall pay Landlord the cost of roplacing same or changing the lock or locks opened by such lost key(s) if Landlord shall decal it necessary to make such alimlgC, 9. No window or other ah• conditioning or hauling units or other similar apparatus Anil be Installed or need by Tenant without Landlord's Prior written consent 10, The water and wash closets and other plumbing fixtures shall nut be used for any purpose olher than Nose for which they were constructed and no sweepings, rubbish, rags or other substances shall be thronm therein. Tenant agrees to prevent the overflow or release of water nl aju bathrooms or kitchens. including but not limited to toilels, sinks, kitchen appliances, Bud other wotar recepincles. All damages resulting final any nllsuse of Ilse li,vmres by, or overflow or release of water caused by, Tonaw or Its servants, unhployees. agents, visitors m• licensees she 11 he burn by Tenant. 11, Tenant shall: p0 clean and dry visible moisture on windows, wails, and othersurfnecs, including personal property as soon us possible. (b) rogulurly Clem) and sanitize kitehcris and other surl'nces where water, moisture condensation, and mold call collect shall be regularly cleaned and sanitized and (a) limit the rvatering arany indoor plants. Tenant shall am obstruct or impede fresh air supply to furnace, our cooditoner cur heater ducts, Of. regular air Flew and circulation throughout premises, Tenant shall report oily of the tiillnwing tp Landlord within forty-eight (48) 1111LIN after'fCnNil Ill -it boeomes aware of the san)a: (I) non -working fan, Dealer, air conditioner or ventilation systems; (11) plumbing leak,. dripn mvealing pipes, and/or wet spots: Oil) mverdows Flom bathroom, kitchen, or olnw• facilities. including. 8014-01 rCearar Dr- Cho- al'Srinm,4nu Leon -I- rich!bit D 80A-166 EXHIBIT 1B but not limited to, lubs, showers, shower enclosures, iodate, sinks, kitchen appliances, or other receptacles or water, especially in cases where the overflow may have permeated walls, floors, ceilings or fixtures; (iv) water intrusion into die Premises of any kind; (v) any mold or bleak or brown spots or moisture on surfaces inside the Premises; (vi) broken plumbing systems or standing water near structures within the Premises; and (vii) any odors consistent with mold growth within the Premises, 12, All removals tram, or carrying in or out of, the Project of any safes, freight, funilture, heavy or bulky matter of any description, must take place only prior to 7;00 A,M. and/or alter 5;30 P.M. on days One than Saturdays, Sundays and holidays (no moving being permitted on Saturdays, Sundays or holidays without special pernission) and must be made upon the previous written notice to Landlord and under the supervision of Landlord or its agum(s), end the persons employed by Tenant to perform such work must be acceptable to Landlord. Tenant shall be responsible roe 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 ilia Project and to exclude from the Project all such heavy or be Iky equipment or articles, the weight of which may exceed the floor load for which die Project is designed, or such equipment or articles as may violate any of the provisions of the Leese. Tenant shall not use any machinery or other bulky articles In the Promises, even though its installation cony have been perridued, which may cause oily noise, orjar, or bemor 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 Tmant'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 die 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 as a barber or manicure strop. The Premisaa shall not be used for lodging or sleeping or for any immoral or Illegal purposes. 15, Tenant shall not make, or permit to be made, any unseemly or disturbing noises, or i istilib 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 kind shall he brought Into or kept In or about the Premises, and no cooking shall be done or permitted by in tie Premises, except that die preparation of coffee, tea, hot chocolate and similar items for Tenant, its employees and visitors shall be permitted provided such activities do not otherwise violate Cite Lesse. Tenant shall not cause or permit any unusual or objectionable odors to be produced in or cmanala.from the Premises. 17, There shall not be used in oily space, or in the elevators, common corridors or public halls of die building, any hand hocks except those equipped with rubber tires and side guards. to. No vending or coin operated machines shall be placed by Tenant within the Premises without Landlord's prior written consent. 19. No person shall be employed by Tenant to do janitorial, maintenance, construction or similar work in any part of die Project without Landlord's prior written consent. Any person employed by Tenant to do janitorial, maintenance or similar work with Landlord's consent shall, while in the Project, be subject to and tinder the control and direction of Landlord or its agent or representative (but not as on agent or servant of Landlord) and Tenant shall be responsible for all sets 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, Teni nt shall entrain from or discontinue such advertising. 21. Cmwassing, soliciting and peddling are not permitted In the Project, and Tenant shall cooperate to prevent same. 22. Landlord reserves the right to control access to the Project by all persons after reesonable hours orgenerally recognized business days and at all hours on Sundays and legal holidays. Tenant shall be responsible for all persons for whom it requests alter -hours access, and shall be liable to Landlord for all acts and omissions ofsuch persons. Landlord assumes no responsibility and shall not be liable For any dmvflge resulting train the admission of any unauthorized person to the Project. 23. Landlord reserves the right to exclude or expel from the Projacl oily person who; in die judgment or Landlord, is lituximled or under the linemen of liquor or drugs, or who shall In any manner do any net In violation of these Rules and Regulations. 24. 'Tenant shall not suffer or permit smoking or carrying of lighted closes or cigarettes in areas reasonably designated by Landlord or by applicable governnnental agencies its nonsmoking teens. 25. Tmmnt shall comply with all sul'mv, ire prntandon and avacuntion regulydiuns established by Landlord or any applicable goimimienml ngency. 26, Tenant assumes all risks from thetb or vandalism and agrees to keep the Premises looked as niny be requhed. H. PARKING RLILI.S. 801 rC Cirk Center Dr- City• aJ'Saara Asa tease -2. lixhibit D 80A-167 EXHIBIT 1B The following pricing rules and regulations ("Parkins Rules") shrill 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 Pgddng Facilities. I, Parking areas shall be used only for parking vehicles no larger than fall size, passenger automobiles herein called "pernil)pd Size Vehicle ." Vehicles other than Permitted Sizc Vehicles are herein referred to as "oversized Vehicles," 2. Tenant shall not pemdl or allow any vehicles that belong to err are controlled by Tenant or Tenant's employees, suppliers, shippers, customerre, or invitees to be loaded, unloaded, or parked in areas other than those designated by Landlord for such activities. 3. Perking stickers, access enrds or identiFicalion devices shall be the property of Landlord, and shall be returned to Landlord by pile 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 pie loss of such devices, 4, Landlord reserves the right to: (a) refuse the sale of monthly Identification devices and/or parking oecOss cards to any person or entity that willfully refuses to comply with the applicable roles, regulations, laws end/or agreements and/or to (b) revoke the right of any such party (that willfully refuses to comply with the applicable rides, regulations, laws and/or agreements) to use pie Parking Facilities, s. Landlord reserves the right to relocate all or a part of the parking spaces on the Project front one location on the Project to another and/or to reasonably adjacent offsfte looatlon(s), slid to reasonably allocate them between compact and standard size spaces, so long as the some complies will applicable laws, ordinances and regulations. 6. Users of the parking area will obey all posted signs and park only In pie areas designated for vehlclepark(ng. 71 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 far any damage to vehicles, Injury to persons or loss ofproperty, all of which risks are assumed by the party using the parking area, 8. Parking validation, Ifestabashed, will be permissible only by Snell method ormethods as Landlord and/or its licensee may establish at rates generally applicable, 9. The Parking Facilities shall be used only forparking Permitted Stu Vehicles, The maintenance, washing, waxing or Cleaning of vehicles In the parking structure or common areas of the Project Is prohibited, Tenant shall have no right to install any fixtures, equipment or personal property (other than vehicles) in the Parking Facilities, nor shall Tenant make say ofteratlon to the Parking Facilities. 10. Tenant shall be responsible for seeing that all ONES employees, agents and invitees comply with all applicable parking rates, regulations, laws and agreements (including, without finillation, these Parking Rules). [ I. Such parking use as is herein. provided Is intended only as a license and no bailmegt is Intended or shall he created hereby, 12. In no event shall Tenant or its enipicyees park in reserved spaces (Cased to other tenants, or In stalls within designated visitor parking zones. 13. Tenant shall, upon mquesl. of Landlord fiver time 10 time, Nirnlsh Landlord with n list of the names of its land its Transferee's) employees gild vehicle license plate numbers, 14, Persons using pie Parking Foefides 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 palmed stalls, grid no vehicles shrill be parked in areas which are posted or nnarked us "no parkin-' or on romps, driveways and aisles, Only one (1) Permitted Size Vehicle may be parked in a parking space. In no event shall Tenant interfere With die use and enjoyment of the Parking Facilities by olhOr tenants of Vie Building or their employees at invitees. Is, Should any parking spaces or privileges be allotted by Landlord at, Tenant, either on a reserved or unreserved basis, Tenant shall not assign or sublet any orthose spaces, either volunbutly or by operation of law, without the prior written consenl or I•aidlurd, except In connection with al authorized assignment af thin Lease or subletting orthe Premises. Ifi, '('canal agrees to antil'y its employees gild vial tars (rind its Transferees) or the requirements ol'tlsese Parking Rules os the same are modified f}onn time to time, and ussunies 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 nuLhorizOs Lundlord to tow away from the Building and/or Parking Facilities any vehicle parked in violation of these Parking Rules vehicles, , taut/or to attach violation stickers Or notices to (hose III, RULhS OFTFIE SITE (CONTRACTOR'S WORIt), The folimidng rules and regulations shall apply to any work parlbrned at the Project by or under the direction of'rennnl or any Other Tenant Party. Before commencement of any sucb ivm•k,'ftnunl shrill dciivar to Luudlard a copy of these Rules of the Site (Cnnn•aemr'a work) executed by rho coahucar(s) performing such work. L The liiffmelng Rides of tine Site Ibr C'untrnclur's imd; ("Rules of doe Site") shall govern the operation of Contractor and Contmcer's subcontractors, The terms "Owner" and "Owner's Representative" are the scone forpmpnsas oPthis document (und where used, rotor to the Landlord). 317/ IVChrr Cenlrr Or —Gran uj'Snnrn Aar Lens" •J LAubit D L• 17• • EXHIBIT I Within a reasonable time prior to the start of any on -site work, delivery of materials, equipment, or personnel, Contractor will submit to Owner lbe followings A- A complete set ofdrowiugs approved by Owner and subsequently by the City in which the Building is Icooled. B- A fully executed Indemnity Agreement (To Be Provided by Owner Upon Request). C- Certificate or Insurance in a fame approved by Owner executed by insurance camps nice acceptable to Owner, 0- A fully exeected Notificalimh-Rules for Contractors (Tor Be Provided by Owner Upon Request), B- A job schedule ofthe 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 o f their work. O- The name and phone number (including emergency phone numbers) orpersonnel who are authorized to represent the Contractor. 3. No revisions or changes of any kind may be made to the canstrucliou plans previously approved by Owner without prior written consent of the Owner. Any proposed revisions or changes must he 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 site ring the floor plan, base building systems, or building operations must be submitted, In writing, to the Owner for review and approval prior to commencement orwork• d. All of Contractor's work must be scheduled so that it in no way conflicts with, hiterferes with, or impedes die quiet and peaceful enloyment Of Other tenants or occupants of the Project, or with the progress of Owner's wart ar operations. Any work [list 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 Tenanl) in connection with such rescheduling, d. Contractor and subecibscam, shall employ persons and means for the orderly progress of the work without Interruption on account of stdkes, 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 tout storage will be limited to die areas for which access has been gr'omed. 7. Clean-up and rubbish removal shall be provided by the Contractor ut Contractor's expense. Contractor must, on a daily basis, remove all ntbbish, surplus and waste material resulting horn tha performance of his work. At die request of Owner, Contractor shall reIacatc any materials causing an obstruction as directed by Omar. Contractor will not be allowed to pines a dampener an site on n continuous basis during construction. Important note: The placement and location ofrubbish dumpsters and bins must be approved in advance by Owner. 8. In general, Owner will Interface with Contractor to the extent necessary for work to be completed within tie guidelines of project specifications and for the enforcement of building rules and regulations. 9. Contractor will make arrangements for unloading, Nash removal and hoisting after normal working hours due to the local city noise ordinance. (No such activity will he allowed between the hours of 10:00 P.m, to 7:00 a.m.) At no time will tie Contractor be given exclusive reserved use of the freight elevator unless applied for by Contractor and approved by Owner. Contractor may be afforded access to loading dock space and hoisting facilities for limited use at itch time during normal working hours as is prearranged wilh Owner, or at other times, with the consent of Owner slid upon pnymcnt ofOwi er's prevailing ree for after-hours use slid access. to. Contractor will be afforded unloading areas as prearranged with Owner. All materials unloaded at these areas will be moved to an erce of use immediately and shall not be stored or used in a way which adversely impacts use of the Building. 11. Contractor (and Tenanp will be responsible for the security of its own materials, equipment and work, and that of his subcontractors. Contactor will also be responsible ftw dum l9c caused by Contractor or its subcontractors to die Project, Building and/or tenant areas, including- but not limited to the loading dock and indoor and ouktuar public mans, freight elevators, etc. Any such damages wil be promptly repaired to the Owner's satisfaction at sale cost of Connector, 12. Contractor will comply with all applicable codes, laws and Mgulatians pertaining to the wok or Contactor, Imilud lag all surety and health rcguladow. The Contractor shall supply the Owner wish a Master List a r all Hazarsluus Materials and Iheir Maleriul Solcty Onto Sheers IMSDS) upon delivery to the job alto.. A discussion will then ensue pertaining to the safe $nirage, hurdling anti use 01'tlsese niatel-hil , as well is the Contractor's eniergeney preparedness plan I'ur handling the containment and clean-up arpotential I IOZLOlaua bl starlet spills. 13. Contractor will nut cnguge In any labor practice that may delay or odiowise Impact the work of Owner or any OLIM'contractor. Id. No base building syslems will be turned off or disengaged by C'onu'nctor or coy subcontractor without prior written approval rand supervision by a representative orovover or IS ']get'[. Said syslems include but are not limited to sprinklers, electrical cin:uits, sir -handling units, smoke bends and wmer supply. Building electrical power shut -downs are allowed, with the prior wi•itlen consent al' owilor, on Salwxinys between 10:00 p.m. and i:00 u.rn. Only A request for approval spoil be mad advance.. e to [Ito I'rnperty ivlsnnger at least ten (111) drys in $01 WO, Ir Ce der De—Ciq• efSenrn.our Lunre 4. [shibii U 80A-169 EXHIBIT 1B 15, Doors tool) work areas, Including stairwells and mechan] col and electrical closets, will remain closed at all time. propping dears 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/cheok 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 dohig work which Is dependent upon proper size or insmllation, the Contractor shall field verify ell dimensions for accessibility with building conditions, and shall be responsible for same, 18, Contractor 5bal I Dot Perr"kied ally identifying signage or adverilsing 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 Cononctor's work as necessary so as to enable all work to proceed in a timely and well -ordered Ash Ion, Should Contractor perlbrm work which would cause or require Owner to provide personnel to be present or otherwise perform any work, Contraotorshall reimburse Owner for the expense of such personnel. 20. Contractor shall be responsible for the protection of Its work and the area adjaconl 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 flee of debris nightly, 22, Public areas adjacent to premises where Contractor's workfs 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 or its Subcontractors, and shall Indemnify, defend and hold harmless ilia Owner and the other Owner Parties from and against any and all claims, losses, or damages, threatened or Incurred, origin& &am 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 Ifproper identification is not provided. 25. No cutting or patching ofOwner's premises or installations, or those of any Building occupant, shall be permitted without the prior written consent of Owner, liequest for permission to do cutting shall Include explicit details and description of work mid shall not under any circumstances diminish mac structural Integrity of die Building Or tie Integrity of olly of components or systems. The work is to be done only with the explicit written permission of die Properly Manager, and only on an "Off -Hours" basis. Such work is to be done only under the direct supervision of n competent member of the Contractor staff, Any such area is to he promptly repaired and returned to a fully hilationing, complete, and clean condition. 20, All work is to be done to a minimum standard or quality as required by the Base Building Drawings and Specifications (to be made available by Owner upon request). It is the responsibility or Ole Cmdrnctor to be filly knowledgeable citing Base Building Drawings and Specifications. 27. Ali Life Safety Systems for the Building are to be maintained, and all or the Tenant's work Is to he properly interfaced with and connected to the Bose 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 lifa safety devices should be "foreseen" and the Property Manngoment Office must be notified at least 24 hours In advance, Costs to], false fire alarms due to contractors' or subcontruutors' negligence will be billed to and paid by the Contracor. All life -safety systems testing must be performed on an "after-hours" basis Gild coordinated with the Building Manager. 28. When wok is performed by Contractor or subcontroelor, charges will apply for additional services performed by Owner which may include, but are not uacessmily limited to Vic following: A • overtime or after-hours elevator usage B • utility usage For construction activities beyond standard powerand water used in connection with general office uses C • extra and continuous cleanup or clevtnurs nod public spaces as required due to Construction activity7 Contractor to provide die GSnnl protection Of existing Improvements, and exercise care and good sense D • extendcd or alter -hours use of the loading dock 29. In addition to cleaning requirements described above, Contractor shall, in preparation ter substantial completion or occupancy of the project by Tenant, perlimn final Gleaning of Contractor's Work. 30, When Cononctur takes over an area fi'mn the Owner, belbre commencing ovok Contractor shall naceruin dinar the area is in a sore and sanitary condition, and maintain the oxa as necassary (at its sole cast and axpenso) in a sole and snnitnry condition and to u standard meeting all applicable Inws and regulations, 31. Owner requires job progress meetings, Thu Contractor will attend with a representative authorized to speak and ncl on the Cnnrrildor's behalf. Additionally. the Contractor shall uutil}, the Ointerorscheduled jut) progress meetings. .191 IV Cide Centy Or— C1d+a.1'Sanat r4ur reuse -s- Exhibit D 80A-170 Myflll: aril:] 32. All work or on -site activity during non -normal working hours will be coardlnoted in edvance with Owner. 33, At no time will Coll Vactorperrorim oclivides on the Project without the proper Insurance in force, 34. No radios or other audio devices ure allowed, 34. Failure to perform work In a manner consistent with the above stored Rules of the Site may result In Inuned1we work stoppage by Owner, Owner shall have no liability for any costs or expenses Incurred by Canhractar or any subcontractors (or Tenant) In conneadon with or as a result of such work stoppage. 36. The Rules orthe site may be amended or revised al any time to fit the situation at the time, The amended or revised Rules of the Sile shall become effective upon delivery to Contractor or publication by posting at the pmjecl site, whichever is earlier. 37. General contractor and subcontractors' vehicles parking must be in areas designated by the BuildingMansger at the Contractor's expense. Acknowledged and Agreed By: Date: a x41 W C7rlr C'entur Dr—Cip nfSnnrn rl an L.6• 6sh ibis D 80A-171 EXHIBIT I EXHIBIT "C" A DD ITIONA L RCNT Definitions. 1.1 `Buse Yens"' means the calendaryear specified in JUan 5 of the Basio Lease Provisions, 1.2 "Expense Vent," means each calendar year in which any portion of the Tenn or this Lease foils, through and including die calendar year in which the Term ofthls Lease expires. 1.3 "Property Taxes" means all real property taxes, assessments, fees, charges, or impositions and otter similar governmental or quasi -governmental ad valorem ar otter charges levied on or attributable to the Project or Its ownership, operation or transfer orally and every typo; kind, category or nature, whother direct or Indirect, general or special, ordinary or extraordinary and all taxes, assessments, foes, charges or similar IntPOSilions Imposed in lieu or substitutlon (partially or totally) of the same including, without Ibnitation, ail Loxes, assessments, levies, charges or Impasidons: (a) on any Interest arLandlard or oily mortgagee of Landlord in the Project, the Building, file Premises or in this Lease, or rat the occupancy or use ot'space In the Project, the Building or Ilse Premises; (b) (a) on any transit taxes or charges, business or license fees or taxes, annual or periodic license or use fees, park and/or school fees, arts charges, parks charges, housing find charges; (d) Imposed for street, refuse, police, sidewalks, Bra protection and/or sludlor services and/or maintenance, whether previously provided without charge or for a different charge, whetter '®provided by govemmental agencies or private parties, and whether charged directly or indirectly through a flooding mechanism designed to enhance or augment benefits andlor services provided by govemmental or qu as! -governmental agencies; (a) on any possessory taxes charged or levied in lieu of real estate taxes; and (1) any costs or expenses incurred or expended by Landlord in investigating, calculating, protesting, appeallng or otherwlse attempting to reduce or minimize such taxes. There shall be excluded from Properly Taxes all income taxes, capital stock, inheritance, estate, gilt, 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 othiuwlae shol I be Imposed in lieu of real estate taxes or otter ad valorem taxes. 1.4 "Operating Expenses" means all coats, 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 oe repair orlhe project (a) Premiums for property, casualty, liability, rent interruption, earthquake, flood or other types or insurance carried by Lend lord flvm lime to time, and any deductibles thereunder actually paid by Landlord with respect to die Project. (b) Salaries, wages and other amounts paid or payable for personnel (including, without limitation, the Project manager, superintendent, operation and maildcnsace staff, the Parking Focilities manager, concierge litany) and other employees of Landlord) Involved in die maintenance and operation orthe Building or the Project, Including contributions aad premiuns towada fringe benefits, unemployment taxes and insuranou, social security taxes, disability and worker's compensation lnsurana, pension plan contributions and similar premiums and contributions which may be levied on such salaries, wages, compensation mid benelts and the total charges of any independent contractors or property managers engaged in the Operation, repair, care, mnhuenivice and clearing of any portion of the Building or Elie Project. (c) Clearing expenses, including without Iiilhadon,janitorial sorvices,wlndow cleating, and garbage and refuse removal. (d) Landscaping and hardscape expenses, including without limitation, irrigating, trimming, mowing, fertilizing, seeding, and replacing plants, trees and hardscapc• (a) The cost of providing fuel, gus, electricity, water, sewer, telephone, steam and other utility sertleas. (1) The cost of maintaining, operating, restoring, renovating, managing, repairing and replacing components of equipment or oiachinery, including, without limitation, hooting, refrigeration, ventllaton, electrical, plumbing, mechanical, elevator, escalator, sprinklers, fire/Iih safety, security and energy management systems, including service contracts, maintennnca contracts, supplies and parts with respect thereto. (g) llie coals of providing access control services for, and supervision or, the Project. (h) Rental. supplies and other costs whit respect to the Operation oflhe, management office for Ilia Building. (i) All cuss and roes for licenses, cerUflcales, permits and Inspections, End Ilia cost incurred in connection with the implementation are annsportatlon system management program or similar program. (1) The cost orreplaccnmnt repair, acquisition, Installation and modification or; (A) carpeting slid wall coverings, ceiling sysems and fi.etnms in the Common Areas, and Other pimishings in the Coalition Areas, (B) materials, tools, supplies and equipment purchased by Landlord which arc usvxi in the maintenance, operation and repair or Ilia Project, End (C) any other I'nrm or improvements, odi ideals, repairs, or replacements to the Project or the systems. equipment or machinery operated or used in cOunaction with tie project: provided, however, that with respect to the items described in clauses (A), (11) mail (C) above which constitute a capital Item, addition, repair or improvemcni (cullcetvely "Capin l Items") ruder sound accounting and properly manugemom principles consistently applied and detemtined by l.mullord• In each case the cost Ofsueh Capital flans shell be amortized (with interest at the Interest Rate) over the useltl llle (the "Useful tae") nrsuoh Capital Item, as detan shied by the Landlord in accordance with sound accounting mud property management principles cunsistently applied or such other period ns shrill be consistent with instlutlonoi Owner Practices. NO Atturnays', accountants, and consulhaits' roes and expenses in connection with the management, operation, administration. nninenance and repair ul'llte Project, including, but not linited to, such expenses thnl relnte to seeking ar obmining reductions in or NY I/'Ov(r (Starer Or —Carp aJ'Snrunanu Leave -I. Cxhibil C 80A-172 refunds of Property Taxes, or components tlrereor, or the costs of contesting the validity of appiicabohy of any governmental enactmanLs wldch may affect Operating Expenses. (1) Fees for the udministration and management of the Project it an nmonnl equal to three percent (9%) of the gross revenues of the Nitta (which shall be grossed by Landlord up to one hundred percent (100%) occupancy on an annual basis), without regard to whedlcr rental fees so paid are greater or less Ilion such amount. (nt) Sales, use and excise taxes an goods and services purchased by Landlord for the management, maintenance, udarinistrntion or operation ol'lhe Building or the Project, (n) Fees for local civicorganizntions and dues for professional Irnda associations, (a) Payments under any covenants, conditions and restrictions pertaining to the Project or any easement, license or operating agreement or similar instmment wlrioh affects the Project, (P) Costs and expenses of Investigating, testing, documenting, monitoring, responding to, abating and remedlating Haznrdous Materials, other than abatement and remedlation costs with respect to Hazardous Materials actually known by Lendiord (on the Effective Date) to require abatement andlorremedlatton under applicableEnvironmentel Laws. (q) The costs of repairing, restoring and maintaining the Parking Facilities of Elie Project, including, without limitation, the resurfacing, reslriping end clashing of such fBeilittas. (r) Any costs, fees, amounts, disbursements and expenses which are generally Included In Operating Expenses under Institutional Owner Practices, 1.5 The following costs and expenses shall be excluded from Operating Expenses; (a) expenses relating to leasing space In duo project (Including tenant improvements, leasing and brokerage commissions and advertising expenses); (b) legal fees and disbursements Incurred for collection of tenant accounts or negotiation of leases, or relating to disputes between Landlord and other tenants and occupants of the Building; (a) Capital Items unless specifically permitted by Section IA of this Exhibit "E", parts (a) through (r), inclusive; (d) Property Taxes; (e) amounts received by Landlord on account of proceeds of insurance to the extent die proceeds are reimbursement fur expenses which were previously included in Operating Expenses; (1) except to the extent specifically provided in SLgmign, I OF (his Exill bit"E,, ports (a) dvnugh (r), inclusive, depreciation or payments of principal and interest on any mortgages upon the project; (g) payments or ground rent pursuant to any ground lease covering the Project; (h) subject to Section 2 of this Exhibit "E" die costs or gas, steam or Other fuel, operation of elevators and security systems; heating, milling, air conditioning and ventilating; chiilad water, hot slid cold dmnestie water, sewer sod other utilities or any other service wadi 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 Llu dlutd 10'1'ertwll under the provisions orthis Lease or (b) is supplied or furnished to Tenant pursuant to the tents of this Lease with separate or additional charge; 0) the cost of the landlord's work; and (I) any Cost expressly excluded from Operating Expenses in all express provision contained in this Lease. I,6 "Excess Operating Expenses" means, with respect to any Expense Year, the positive excess, if any, of Operating Expenses at locnble hereunder to such Expense Your over Opernling 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 rho Property Taxes allocable hereunder to Stich Expanse Year over the Property Taxes allocable hereunder to the Base Year, 1.9 "Tenant's Percenurgc Share" means the percentage set forth in C .2 of the Basic Lease Provisions! provided, however, that Landlord reserves the right Trom time to title during the 'Term of this Lease to recalculate'1'enaut's Pcrcenlage Share, is which case Tenant's Pcrcenlage Shure shall he calculated by dividing the number ofsquarc feet of itentnble Area in the Premises by (lie nualberofsup, feet ol'ILentnblu Area in the Project, and expressing sue[) quotient in the fan, o rrr parcelling, Cdculat'mi Methods and Adlustntentp,, 2,1 'Ike variable components caropersdng Expanses ("Variable Expenses") liar all ,r tiny portion or any Expense Yeer (including the rinse Year) during which nctual Occupancy or the Project is less thus one hundred percent (100%) ordic Rentable Area of the Project shall be odjmsted by Landlord; us determined in good faith by hi ndlurd applying sound occoundug and properly management principles (and the provisions $al WO"k Cvan"r Drrv-C7)y uJ'S'unmAno Lear .2. Exhibit H 80A-173 EXHIBIT I of Ill Is Lease) to reflect ate hundred percent (100%) occupancy of the Rentable Area of the Project during such period. If during all ar any port or any Expense Year, Including the Base Year, Lnad lord does not provide any panloulor](ant orbenefit, work or service (the cost or which Is a Variable Expense) to portions of the Project due to the [hot that such item of bone fll, work ar service is not required or desired by the tenant orsuch 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 opplloobie, 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 fbrnished such item of Ineneiil, work or service to such portions of the Project. 2.2 Subject to the provisions of this Section 2 of this E%hIbiI "E' all calculations, de term inutions, allocations and decisions to be made hereunder with respect to Operating Expenses and Property Taxes shall he made in Accordance with the good faith determination of Landlord applying sound accounting and property management principles consistently applied which are consistent witti Institutional Owner Practices. Landlord shall have tine right to equitably allocate some or all of Operating Expenses among particular classes or groups of tersonts In the Building (far example, retail tenants) to reflect Landlord's good faith determination that measurably different amounts or types of services, work or benefits associated with Operating Expenses, as applicable, are being provided to or conferred upon such classes or groups. All discounts, reimbursements, rebates, refunds, or credits (collectively, Reimbursements') attributable to Operating Expenses or Property Taxes received by Landlord in a particular year shall be deducted front Operating Expenses or Property Taxes, as applicable, in the year the same are received; provided, however, if such pmctiee is consistct t 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 oast of items of service, work or benefits (i) not provided following the Base Year, (11) incurred due to circumstances not applicable following the Base Year or due to market -wide Isbor•rate increases in Operating Expenses due to extraordinary circumstances, Including, widiout limitation, boycotts, embargoes And strikes, and uillity rate Increases due to extraordinary circumstances, and (III) amortized costs relating to capitol improvements, 2.3 If any Property Tax Reduction (defined below) applies with respect to any Expense Year (other than the Base Year), then for purposes of caloulolion orExeess Property Taxes for such Expenso Year, Property Taxes allocable to the Base Year shalt 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 that 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 shn)lar governmental actor Law. A "Base Year Tax Redaction" means, with respect any Expense Year to which a Tax Reduction applies, and with respect to any particular Property Tax Reduction, an amount equal to tine Property Tax Reduction, minus, in die case of any Expense Year after the first year to which the applicable Tax Reduction applies, the emulative amount by which Property Taxes have Increased (following the drat Expense Year to which the applicable Property Tax Reduction applied) as a result of application of due annual percentage increase (presently up to 2.0%) in Property Taxes that is allowed tinder Proposition 13 (or any substitute therefor hereafter adopted), 2.4 As or the date of this Lease, Tenant pays Additional Rent tinder Section 4,1 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 dine to time, to equitably allocate some or all of the Operating Expenses and/or Property Taxes for die buildings comprising the Project among the Building slid some or all of the other buildings of the Project, In such event, Landlord shall reasonably determine a method of oltocating such Operating Expenses and/or Property Taxes attributable to the Building (or the tax parcel on which die 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 to), paying its proportionate share of such Operating Expense and/or Property 'faxes which are allocated to the Building (or the Lax Parcel on which it is located), Landlord shall also have the right, from time to time, to require Tenant to pay Tenunt's Percentage Share of Opernt ig Expenses and Property Taxes based solely on die Operating Expense and Property Taxes for tine Building (and die tax penal on which it is located). 3. Payment Procadurol Estimates. During ench Expense Your, Landlord may elect to give Tonant written notice of its estimate or any Amounts payable under Section 4.2 of the Lease ("Section 4.2 Additional Rant') for that Expense Year, On orbefore tie first day of each calendar month during such Expense Yenr, Tenant shall pay to Landlord ono�Rvelflh (1/12th) of such esdirinted amounts; provided, however, that, not more often that quarterly, Landlord may, by written notice to Tauant, revise its estimate for such Expense Yenr, slid All subsequent payments under this Section 3 of Ihis hpx ihit " '> by Tenant for such Expense Year shall he based upon such revised estimate. Landlord shall endeavor to deliver to Tenant widdn one hundred fifty (150) days after ilia close preach Expense Year or as soon thereafter as is practicable, a statement orthat year's Property "faxes, Operating Expenses, and time 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 sort Tenant, except as provided in Section 4 or this Exlfl�lt " B'. If the Landlord's Statement indicates that (or irit is tinnily determined pursuant to Section 4 of this Exhibit "E" that) the amount of Section 4.2 Additional (tent payable with respect to any ExpcaseYear; (a) is more than the estimated payments of Section 4.2 Additional Rent made by Tenant with respect to such Expense Yeal-O'oia t shall pay the dtlEc(ency to Landlord upon receipt of Landlod% Statement or (b) is less than ilia estimated payments or Section 4.2 Additional Rea made by Tenant with respect to such Expense Year, Fuel' excess paymcnls shall be credited against Rent next payable by Tenant under this Lease (or, Irt he Tel -ill of this Lease has expired, shall be paid to Tenant). Amounts payable by Tenon as Section 4.2 Additional Rent with respect to any Expense Your that includes less than an entire cnlendar year shall be prorated on the basis that the number ofdays in such Expense Year beats to 365. The explmtlon orearly terilinecom of this lease shall not Affect the obl [gallons of Landlord and Talent pursuant to this Section 3 or this Exhlb it "E" to be perfonucd atkr such expiation or early lernhinat(un. 4. Review or Limdford's Statement, Provided that Tenant is not then In deflauli with respect to Its obligations under this Leese and provided falter that Tonnnt strictly complies with die provisions of this Section 4 of this Exhibit "E". Tenant shall have the right, at 'fenunl's sole cost slid expense, to reasonably review Landlord's Supporting books And records (a Landlord's manager's corporate ulBces) fur uny portion orhhe Property 'Paves or Operating Expenses Rir A particular Expense Your covered by Landlord's Statement, in accordance with die procedures sal Earth in this Sec iii 4 orthis Ehjbiov. Tenant shill. hvilhbh sixty (60) days uflerany 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 'fennnt shill simullunwa sly pay to Landlord all amounts specified In the applicable landlord's Statement (to die extent riot previously paid). Tire right ofTennot under this Section 4 of this usidbit ,F*' may mhly be exercised once fur mash Expense Year covered by any Landlord's Statement, and i fferitmt fails in dcllver a Dispine Notice whhin the sixty (GO) day period described above or tails to mat any of the other above conditions of excrebe of such right. the right or'funanl to Audit n pnnicuhir landlord's Smonlent (and all ofTcnani's rights to make Any claim relating there(o) under tills Section 4 00 IlTivlc Cealar Dr-L'liy nJ'8nnrn.lAn Leave -s. Exhibit F. 80A-174 EXHIBIT 1B of this Exhibit "E" shall auhnnadcaIly be deemed waived by Tenant. Any review or records tinder this 5cotlon 4 of this FxhIhil "E" shall be at the sole expense of Tcnonl, shall be conducted by independent certified public accountants of national standing which are not compensated on a contingency fee or simI far basis relaIng to the results of such audit and shall be completed within sixty (60) days after Landlord provides Tenant with access to Landlord's supporting books and records. Tenunt oftowfedges and agrees that any records or Landlord reviewed under dais &don 4 of Inds Exhibit "E" (slid (lie Information contained therein) constitute confidential Information of Landlord, which shall not be disclosed other than to Tenant's accountants performing the review and principals of Tenant who receive the results of the review. If Lundiord disagrees with Tenant's contention that an error exists Willi respect to the Lnndl Statement fit dlspnte, Landlord shall have the right to cause another review of that portion of Landlord's Statement to be made by a film or independent certified public accountants of nntlomd standing selected by Landlord ("Landlord's Aecoun(a nt"), In the event of a disagreement between the two occountf la firms, the review of Lan dIard's Accountmrt shall be decmed to be correct and shall be conclusively binding on both Landlord and Tenant. In the event that It Is finally determined pursuant to this Section 4 orthis EKIII ' "E" that a particular Landlord's Statement overstated Opera( Ing Expenses and Property Taxes with respect to the applicable Expense Year by more than ten percent (10%), Landlord shall reimburse Tenant for the reasonable cost of Tenant's accountant. In a0 ad,er cases, Tenant shall be liable for Landlord's Accountant's actual fees and expenses. J01 lurfivlr Cealer Ur-00V nfSnnh, Ann Lease .q_ fxhlbh r: 80A-175 EXHIBIT 1B EXHIBIT "R" SERVICES AND UTILITIES Tito services and utilities to be provided by Landlord are as follows: I Elavat l'Scrvhe. Nomnttendednutumutloelevotorservlce. 2 WVAC. Subject to ail goveromantal Laws, rules, regulations and guidelines applicable thereto, HVAC to the Premises during Business Hours (defned below), which in Landlord's good faith judgment, is required far the comtbrtable use end occupancy of Elie Premises for general office use. Alter Hours HVAC (defined below) may be provided to the Premises upon request by Tenant, Tenant shall pay to Landlord the After Hours HVAC Rate (defined below) for all After Hours HVAC that is so requested by Tenant within ten (10) days orreceipt of Landlord's rensonably detailed bill therefilr. Tenant shall be responsible for and shall pay to Landlord any additional costs incurred by Landlord because or the failure of the HVAC system to perform its function due to: (a) arrangement of partitioning in ilia Premises or changes or alterations thereto, (b) any use by Tenant in any portion or the Premises of heat•generating machinery or equipment other than normal office equipment, or (e) any occupancy crony portion of the Premises at densities above customary general offloe levels. "Business Boors" means 6:00 AM, to 6:00 P.M. Monday through Friday, and upon Tenant's request, 9:00 AM. to 1:00 P.M. on Saturdays, in all cases excluding the date of observation or any Holiday (defined below), "Holiday" means each of New Year's Day, Independence Day, Labor Day, Memorial Day, 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 LIVAC that is provided to all or any portion of the Premises at the request of Tenant outside of Business Hours, The "After (lours HVAC Rate" means the Landlord's prevailing charges far supplying After Hours HVAC to the Premises, which as of Ole Effective Date is $65,00 Pei' zone (or partial zone), per hour (or partial hour), subjectto a two (2) hour minimum. 3 Electricity. 3.1 Atoll reasonable times, electric current as required for Building Standard lighting and factional horsepower office machines and adequate electrical facilities for connection to the lighting tixturea and Incidental use equipment urTenant; provided (list Tenant shall be responsible for distribution of electrical power from the electrical panels located on the toots) of the building on which the Premises Is located. Subject to Section of this Exhibit "F": (a) Ole electricity so fU nlshed for Tenant's Incidental use equipment to be at a nominal one hundred twenty (120) volts and with no electrical circuit for die supply of such equipment to requlm n 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 origich lighting to require a current capacity exceeding twenty (20) amperes. 3.2 Notwithstanding ally provision of this Lease to the contrary; (a) Tenant covenants that its use of electric oument shall never exceed the capacity of ilia 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 Promises shall in no case exceed Landlord's per usable agmtre Pact slandmrd, and (c) the total connected electrical load for Tenant's lighting fixtures within the Premises shall In no case exceed Londlond's par usable square fool standard. In addition, if Tem int's actual consumption of electrical power in ale Premises, as deteamined in good Faith by Landlord pursuant to such measurement method or methods as Landlord shall employ from lime to time (fmdluding, without IlO donlon, Ella use of submetera Ard/orpuise meters, electrical surveys and/or engineer's estimates) exceeds Ilia Electrical Power Consumption Threshold (deferred 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: (1) Landlord's actual direct unit indirect costs ot'supplying such excess consumption, including, without limUndon, all taxes thereon, and the cost of additienai wear on Building Systems resulting from such excess consumption, fill all of Landlord's costs of monitoring and measuring such excess consumption and (nit) Landlord's reasonable administration fee thereon, The "Electrical Power Consumption Threshold" means, for any reasonable calculation period deternined by Landlord, the Landlord's nondiscdininatory 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 lctiont orlha Building). 3.3 Without Landlord's consent, Tenant shall not install, or permit the installation, in the Premises orally lighting, computers, word processors, electronic data processing equipment or other type Ofequipmenl or machines which (a) will require a voltage otter than a nominal 120 vok or require a cun'ent capacity exceeding twenty, (20) Amperes or (b) will increase Tenant's use of electric cuncnl in excess of that which Landlord is obligated to provide pursuant ut this Section 3 or this Exhibit" "("Excess Electricul Requircmenis"), If Tenant shall require orutdiize Excess Electrical Requirements or electric current which may disrupt the piuvisiun of electrical service to other tenants In the Building or the Project, Landlord, at Its election: (i) may refuse to grant its consent or (it) 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) or designing, inselling, maintaining aid providing any additional fncilitfes determined by Landlord to be required to sat'ist'y, such Excess Electrical Requirenrents (or otherwise related to the additional went on Building Systems associated (herewith). IFTenou's Increased electrical requirements will materially office[ the temperature level in the Promises or la the Building, Landlord's consent may he conditioned upon Tenant's payment or'all direct and indirect coals oriustalhuimn and operation of any machinery m- equipment necessary to restore the Eengperuturc level to that otherwise required in he provided by Landlord, including, but not limited to, the cos ol'modifinn(ions to [he Building Systems and increased went, and tear on existing (IVAC equipment Landlord shall net, hit oily, way, be liable or responsible to Tenant for any lass At, damage or expense which Target unit Incur or sustain K for any reasons beyond Landlord's reasonable control. ei lhar the quantity or chameter of eleclyde service is changed or is no longer uvailable or suhabla Por Taunt's requirements. VVnrer. City water for drinking and rest room purposes. 5 dnnilm9nl Saviea. Janitorial and cleaning services, live (3) days per week (exeep[iug Hnliduvsi. collimating in the Project standards in efiucl from time to lime; provided Unit Landlord shall have no obligation Ice provide such SCIVNCs to any portions of the Premises [flat are not used exclusively An, general ofice purposes. lit oft events, Tumult shall pity to Landlord the cost of removal orTenrunt's refuse gild rubbish, to the extent that [Ire snnne exceeds the refuse and mbhish Attendant to annual office usnge and/or to the exrcnt tun "Cannot fails to keep the Premisex In reasonable order. IN rl'Cadr Cenrar Dr—Cle. nfsaarl rein Leine •I I. Exhibit F 80A-176 EXHIBIT 1B Any amounts Which Tenant Is required to pay to Landlord pursuant to this Eghlbli, •' "(and/or for any services provided to Tenant In addition to those Landlord is required to provide under this rNhibli " without additional charge) shell be payable upon demand by Landlord and shall constitute Additional Rent. From time to (line during the Term, Landlord shall have the right to modify ilia services provided to Tenant hereunder; provided that the services provided, as so muddied, are cansislenl with Institutional Owner Practices, 'Tenant recognizes tint any access control services provided by Landlord at the Prglect are I'or the protection oi'Landlord`s property, and under no circumstances shall Landlord be responsible Car (and Tenant waives any rights with respect to) providing security or other protection for Tenant or Its employees, invitees or property in or about the Premises, or the Project. Landlord makes no representation with respect to the adequacy or fitness of the Project's ITVAC 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. M/N'Civlr Canmr Or—Clry�'oJStuurs,I no Lorne I. I' hibitf 80A-177 EXHIBIT 1B M113(T "G" INSURANCE REQUIRCivIENTS 'of 1.1 Property Insurance. At all times during the Term of this Lease, Tenant shell procure and maintain, at its sole expense, "All - Risk" (and at Landlord's option earthquake, earthquake sprinkler leakage endler Flood) property Insurance, in an amount not less than one hundred percent (100%) orrepiaceaanl cost covering; (a) elf Lensehold Improvements (b) all floor and wall coverings; and (a) 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 end the proceeds applicable to Trilant's Personal Propertyshali be paid to Tenant. 1.2 Business Interruption Insurance. At all times during the Tenn of this Lease, Tenant shall procure and maintain business inleirupdon insurance in such amount as will reimburse Tenant for direct or indirect loss of evenings attributable to all perils insured against In Station of fli s Exhibit "G" fore period areal less than twelve (12) months. 1.3 Linhility Insurnnce. 1.3.1 AL all limes during the Term of this Lease, Tenant shall procure and maintain, at its sale expense for the protection of Landlord mid Tenant, commercial general liability insurance applying to the use and occupancy of die Premises and Via business operated by Tenant. Such insurance shall have a minimum combined single limit of Ilabilily of at least $2,000,000 per occurrence and a general aggregate limit oral least $3,000,000, and Tenant shall provide In addition excess )!,ability Insurance on a following form basis, with overall limits of at latest $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 fame properry damage, independent contractor's coverage, completed operations, products liability, cross liability end severance of interest clauses, and shall be endorsed to Include Landlord and the Landlord's Additional Insureds as additional insureds. 1.3.2 At ell 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 ornot less than $1,000,000 per occurrence covering owned, hired and nor. owned vehicles used by Tenant. 1.3.3 Prior to (lie sale, storage, use or giving away of alcoholic beverages on or front 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 farm acceptable to Landlord saving harmless and pratecting Landlord and the Premises ngainst any and all damuges, claims, liens, judgments, expenses and costs, including actual aaamays' fees, arising under any present or future law, statute, or ordinance or the State of Cnilfomin or other governmental authority having jurisdiction of the Premises, by reason of nay 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 occurrenco 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, benofidtnries, partners, employees and any Meter of eny Security Instrument designated by Landlord as additional Insureds. 1.4 Workers' Compensation! Emoloyer's Liability Insurance. Worker's Compensation Insurance, In accordance with the provisions of Section 3700 of the Labor Code, Tenauf, 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 tan $1,000,000 per accident. 2. Policy Reaulrements. All Insurance required to be maintained by Tenant shall be issued by insurance companies outhorilmd to do insurance business hl the State or California and rated not less than A:X in Best's Insurance Guide. All such insmonue policies shall be written as primary policies, not excess at 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 die insurance required under this Exhibit "C" 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 nnllCe to Landlord and to any Holder of any Security Instrument designated by Landlord and suoh policy shall he endorsed to provide Ihnl the insurer thereunder shall provide Landlord with written notice artery fnBure by Tenant to pay any premium therouider when due and such failure continues for a period often (to) days after such date. Tenant shall furnish Landlord with a told numnent certificate with respect to nay insurance not less than thirty (30) days prior to the expiration of tie 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 Promises and the Landlord as required by this L.eose without Sal to claims made under such policies witi respect to other parsons. 3. Miscellaneous. 'Tenant shell not keep, use, sell or after per sale in or upon die Premises any article which may be prohibited by any insurance policy periodically in force covering Ile Premsaes, the Budding -or the Project. If mayor Landlord's insurance policies shall be cancelledor cancellation shall be threatened or the coverage thereunder reduced m• threatened to be reduced in tiny way because of the use critic Premises or any Part thereat' by Tenant or any assignee. sublenunt, licensee or invitee of Tenant and, If Tenant dills to renhedy the condition giving rise to such etuicellnliun, threatened cancellation, reduction oraliverage, or lhretilcned reduction ofcoverage, within 48 hours after notice thereof, Landlord may. at ila option, either tcrminntu this Lease or enter upon the Pronisas and nluempl to ready suelr conditon, and Ttmal shall promptly par die cost thereof m Landlord as Additional Roar II' Landlord is marble, or elects not to remedy such condition, then Landlord shelf have all of the mmcdies Provided lilt in ihl, Lease upon the occurrence area Event of DoMult. 'tenant shall not do or pernill to Ixe dune any net at, things upon or abort the Premises or Ute Project, %ilich will: fit) result in the assertion of nny defense by tic Insurer to tiny claim under, (b) involidute or (c) be in conflict with, the insurance policies of Lnodlurd or Tenant Covering the Building. die Premises or lixuues and property dictate. or which would Inarcnse that tide or lire insurance applicable to the Building or the Project to on anaunt 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 I'nr Injury to any person or persons or to property. ll'. as a result arany act or omissiun by (ir on the pan ol'Tenant or violation or this Lease, whether or &) I if'Ch,Ic Cenrrr A— Clq: nf.Snnhr Ann r e"ve • I • Lxhrbit G 80A-178 EXHIBIT 1B not Landlord ilea consented to Ate same, the rate of "AtI Risk" er other type of insurance maintained by Landlord on or with respect to the Building and Matures and property therein, shall be Increased to at amount higher than 11 otherwise would be, Tenant shall reimburse Landlord for all Increases of Landlord's Insniance premiutns so caused within ten (10) days after delivery orwrithm demand therefor by Landlord. In any action or proceeding wherein Landlord and Tenant ore parties, a schedule or "make-up" of t'ntes for the Projector 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 or the facts stated therein Including the Items and charges taken into consideration in Pining the "All Rile' insurance rate than applicable to the Building or the Premises. 8011VC1,A Comer Or—C1p- of Simur Ana Lease .?- 0sh ibis G 80A-179 EXHIBIT I EXHIBIT "ld" REMEDIES 2emed1o,s rot, ryoulb of Defouft 1. 1, Landlord's Rfahl To Terminate LJri Tennrtl Defmilt. In the event orally Event of Default by Tenant, as provided in Sec ' lu of the Lease, Landlord shall have the right to terminate this Lease and recover possession of the Premises by giving written notice to Tenonl of Landlord's election to terminate this Leese, in which event Landlord shall be entitled to receive from Tenant: (a) the worth at file time of award or any unpaid Rent which had been earned at the time of such termination; plus (b) Ole worth at the lime 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 ofsuch rental loss Tenant proves could have been reasonably avoided; plus (a) Elie worth at the time of award of the amount by which the unpaid Rent for die balance of the Term after the time of award exceeds tie 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 Lense or which In the ordinary course or things would be likely to result therefrom; and (e) at Landlord's election, such other amounts in addition to or in Ileu 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 (a) 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 Lathe Unon Tenant Darnall, In the event of an Event of Defhull or this Lease and abandemment of the Premises by Tenonl, if Lnndlord 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 Loose. Without limiting the foregoing, Landlord has the remedy described In Calilbrnio Civil Code Section 1951.4 (Landlord may continue Otis Lease in effect after Tenant's breach and abandonment and recover Rent as It bocomes due, ifTeuant has the right to sublet or assign, subject only to reasonable limitations). L3 $ighi of Landlord to Perform, All covenants and agreements to be performed by Tenant under this Lease shall be perforated by Tenant at Tenant's sole cost and expense. If Tenant shall tail to pay any sum ot•money, other than Base Rent, required to be paid by It hereunder or shall fail to perform any other act all its part to be performed hereunder, than, fit addition to and without preJudice to any othar right or remedy of Landlord, Landlord may sure the same at the expense of Tenant: (a) immediately end without notice in the case: (1) of emergeney, (If) where such default unreasonably interferes with any otter 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 ornny Insurance policy maintained by Landlord, or (v) any failure of Tenant to perform city or its obligations under 5ection 3 3.1 and �eclfon 10.5 of this Lease above and (11) in any other• case If such default continues for ten (10) days from the receipt by Tenonl of notice of such default from Landlord. Any sums so paid by Landlord and oil incidental costs plus Landlord's reasonable administration fee thereon, together with interest thereon at the Default Rate Doni 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 6=iorl 1.3 of this, Exhibit 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 mouth's Rent. 1.5. Subleases of Tenant, whether or not Landlord elects to tertinate this Lease an naccunt of en Event of Default, Landlord shall have tie right to either: (a) telmninale any and all subleases, licenses, concessions or other consensual arrangements entered Into by Tenant dial offset die Premises or (b) in Its sole discretion, elect to succeed to Tenant's Interest in such subleases, licenses, concessions or arrangements (In which case, as of the date of such alectlon, Tenant shall have no further right to or interest in the rent or otter consideration receivable thereunder). 21 EB'n ris to hole. No re•enny or taking of possession or the Premises by Landlord following an Event of Default shall be construed its an eteclion to (oun(nnle this Lease unless a written notice of such election shall be given to Tenant or unless the termination thereof be decreed by u Court of cnmildentjur•isdation, and Tenant's right to possession shall not be deemed to have been terminated by efforts of Landlord to stet die 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 iflusoative of acts which may be performed by Landlord without terminating Tenant's right to possession, Netw(tnelanding any reletting oftte Premises following any Event or Default without termination of this Lease by Landlord, Landlord may, at tiny little afar such relating, elect to terminate this Lease for any Event or Default. To die Rdlest extent pomtitled by Law, the proceeds of oily reletling orlhe Premises shall be appliedt (11) First, to pay to Landlord all costs and expenses of such aeletthng (Including, without Pollution, costs and expenses orreluking or repossessing the Premises, retrying poisons and property Oterellon, securing new tenants, including expenses fur redecoration, alterations and other costs in connection with preparing tie Premises For the new letmnt, and if Landlord sllull oaf luldn and operate the Premises, the costs thereof) and receivers' fees incurred in connection with the appointment of and peribrmfmce by a receiver to prated the Premises and Landlord's Interest under this Lease and any necessary or reasonable alterations; (b) second, to the pill or any indebledness of Tenonl to Landlord other Ihmt Rent due slid unpaid hereunder; (c) third, to the payment of Rem due and unpaid hereunder; and (d) the residue, if any, shill be meld by Landlord and applied In payment of tither or future obligations orTenent to Landlord as the saute may become due and payable, until Tenant shall not be entitled n) recelve oily portion of such mvenu s. This Section 3 or [his •xh' ft "1.1" elicit survive the expiration or Icrnt(natdon oflhis Lease. 3, Cumuli tlya Remedies, The specific remedies (I) nahieh Landlord May resort under the terms of [his Leasc are cumulative mild are not intended to be exclusive orally other remedies ormcnrm of redress to which it may be Inwlhlly entitled in ease ofany breach or threatened breach by Tenant of any provisions c l'this Lease, In addition to the other remedies provided lit Ellis Lease, Landlord shell bu emitted to a restraint by injunction M'lhe viniadnn or attempted or threatened violation ornny cline covenants. conditions Or provisions or This Lease m• to a decree compelling specific pm•rurnuulee orally such covenants, conditions Or provisions. In addition, upon the occurrence Oren Event of Detroit by Tenant, it'thc Promises or any pardon thereof are sublet, (.Cndlurd, in addition and without prejudice ut ally Other rcnhedics herein provided or provided by Law, may, at Its Will II+Carle Cewvr Or- Clh• ufSnulnArm f.orzrr -I. Exhibit 11 Lta 1 • EXHIBIT 1B Option, collect directly from the sublessee all rentals becoming due to the Tenant and apply such rentals against other sums due hereunder to Landlord. A. Naiver or m2fit or Rede njrtinn; Tenant hereby wolves for Tenant and for all those claiming under Twanl 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 or occupancy of the Premises oiler any termination or this Lease, Notwithstanding any provision of this Lease to the contrary, the expiration or termination of this Lease and/or the lemiinatlon of Tenant's rights to possession ofthe Premises shall not discharge, relieve or release Tenant from any obligation or liability whatsoever underanyindemnity provision ofthisLease, lncladingwithoutllmilatioulheprovisions of e f oFlheLease, 8011VC140 Ci rrhr Dr - 00, ofSaWei dnrr rouse -2- liehibo li 80A-181 AM Ho. MR1 EXHIBIT-'!" FORM OF TENANT ESTOPPEL CERTIFICATE The undersigned as Tinual under tint certain Office Lease dated . 2Q_ (Ilse "Lease") between CF SANTANA, LLC, a Delaware limited (lability company, as landlord, and the undersigned, as tenant, for Premises on the —floor orthe Office Building located at 801 West Civic Center Drive, San to Ana, California oerilfles as follows: i. True, correct and complete copies of the Lease and all amendments, modifications and supplements thereto are attached hereto and die Lease, as so amended, modified and supplemented, is in Full force and effect, and represents the entire agreement between Tenant slid Landlord with respect to the Premises and the Property, There are no amendments, modifications or supplemonts to the Lease, whether oral or written, except as follows (include the data or such amendment, modification or 2, The undersigned has coinmenoed occupancy of the Premises described in the Lease, currently occupies the Premises, and tine Commencement Date of the Lease oacurred on 20 . 3, Tenant has not transferred, assigned, or sublet any portion of the Premises not entered Into any license or concession agreements with respect thereto except as follows: A. Base Rent became payable on 5, In accordance with file Lease, Rent commenced to accrue on 20,, .. 6. The Term oFtheLease expires on 7, The Lease provides for an option to extend the terns of the Lease for _ years. The rental rate for such extension term is as follows: . Except as expressly provided In die Lease, and other documents attached hereto, Tenant does not have any right or option to renew or extend the Lem of ilia Lease, to lease other space at the Property, nor any preferential right to purchase all or any part of the Premises or the Property. a, All conditions of the Lease to be performed by landlord necessary to the enforceability of the Lense have been satisfied and Landlord is not in default thereunder. All space and improvements leased by 'Tenant have been completed and Furnished hi noeurdence with die provisions orthe Lease, and Tenant has accepted and taken possession orthe Premises. 9, There are no offsets tor 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 or Base Rent, all Additional Rent and all monthly installments of estimated Additional Rent have been paid when due through . The current monthly Installment of Base Rent is S 11• The undersigned acknowledges (hat He Estoppel Certificate may be delivered to Landlord's prospective mortgagee, or a prospective purchaser, slid acknowledges Ili at it recognizes that if same Is done, said mortgagee, prospective mortgageo, or prospective purchaser will be relying upon the statamenta contained herein in malting the loan or acquiring the property of whlch the Premise are a part, and in accepting an assignment of the Lease as collateral security, and On at receipt by it of this certificate is it condition of making or the loan or acquisition orsuch property, Each Individual executing this Estoppel Certificate on behall'of Tenant hereby represents and warrants that Tenant is a duly formed and existing entity, qualified to do business in California and dint Tenant has fill right and authority to execute and deliver this Estoppel Cert(licmo and that each person signtng on behalr l"I'ennnt is authorized to do so. Cxeealerl at un the _day OF_ , 20_, "Tenant": By: _ Name; 80! iV Crrir Ceurnr rh— C7p• nfSnnm,9 rm Lnuax -1 • Exhibit I 80A-182 EXHIBIT I W111117 nd„ OPTIONS This Exhilbit '9" consists of the following Schedules: Schedule 1-I" (Extension Opdoa[s]); Sehadate '7.2" (Additional Speea Opdon[s]); And Schedule "7.3" (Delerminntlen of FMRR), all of which are incorporated herein by this reference. Notwithstanding Anything to the contrary In thia Lease; (a) all of the tights and options of Tenant that are dasedbed In this Exhibit ,T' (collectively, the "Options") are and shall be personal to dhe Original Tenant, are not transferable and may only be exercised by the Original Tenant (and not by any assignee, sublassee or other Transferee or 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 lime, the Original Tenant then oacupies the entire Premises. In addition, notwithstanding anything to the contrary in this Lease, at the election of Landlord (in its sole and absolute discretion); (1) any attempted exercise by Tenant of the Extension Opthart or Right of Firsl Otter shall be invalid and ineffective if, as of the date of such attempted exercise: (A) Tenant is in default under this Lease or (13) Tenant has previously been in default under this Lease more than two times, and (f) if as of the date ilam the Extension option or Tenant's lease of any Leased First Right Space (defined below) would odwrwise commence; (A) Tenant is in default under this Lease or (B) Tenant has previously been in default under this Lease more than two (lines, 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. Of Jb chk Cearer Dr— 0t), n%5urun amr Lens" I. Exhibit 1 80A-183 EXHIBIT 1B Schedule"]-1" Extension options L Onint or Ontian. Subject to ail of die terms and conditions of this Schedule "1.1", in connection udtli Tenant's lease of die Premises, Tenant shall have two (2) options (each an ^Extension Option'l to extend the tarn of that Lease as to the entire Premises then subject to this Lease, each for an additional level (each "Extension Term") ofsixty (6(l) months, subject to and upon the terns said conditions contained in this a edalc °'1„�i" The Extension Terra shall commence upon the day Immediately fallowing the then scheduled Expiration Data, end shall be upon the some tempts and conditions as am provided far in this Lease, as then amended, except that: (a) of Tenant fails to timely exercise lite Extension Option, the Extension Option (and any other rights to extend or renew the Tam) shall lapse end Tenant shall have no liittler right to extend the Term or the Lease, (b) them shall be no rather options to extend the Term pursuant to this Schedule "bl" or otherwise following the second Qrl) Extension Term, (a) Tenant shall not be entitled to any credit against Rent or any otter rent concession or rent allowance or abatement of Rent, except as specifically provided In the definition orthe FMRR, (d) the Base Rent for the Extension Term shall be as provided In SOC&O 3 of this the 1 I' and (a) 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 die then scheduled Expiration Date. IrTerima does not deliver on Extaasma Notice to Landlord withinthe time period set Ruth above (time being of the ossence), 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 Expkidam Dote shall terminate. 3 Annual Basc Renl, The Base Rent payable for the Premises during an Extension Tenn (the "Extension Term Base Rent")shall be equal tale) the Rentable Area orthe Premises then subject to this Lease, multiplied by (b) the FMRR ofthe Premises as of the first day (an "Adjustment DaW') orsueh Extension Term, and shall be determined as follows. 3.1 If Tenant duly exercises the Extension Option, Landlord shalt within thirty (30) days themalter, deliver to Tenant a written notice (a "Market Rent Notice") or Landlords determination or what Landlord then hot loves tit FMRR (and Extension Term Base Rant) would be for the Premises during die Extension Terns. ._) .. _._.. ..list.._. _--------.___ ..__... ._.. kwrk—d — 3.2 wa in ten (IO) days aRtr rCanant s receipt of a htarktt Rt¢t Notice, Tenant shall dttivar to Landlord written no tic (a "Martat Rent Response Notice") electing chher: (a) to accept the FMRR (and Extension Tenn Base Rent) set forth in the Market Rent Notice, in which case the FMRR (mid Extension Tenn Base Rent) shall be as set forth in the Market Rent Notice, or (b) to reject Landlord's determination of the FMRR (said Extension Tenn Base Rem), in which case Hit FMRR (mid Extension Term Base Rein) shall be determined in accordance with schedule ,"1-3' 3.3 If Tenant fails to deliver Tenant's Musket Rent Response Nallce within ten (10) days after its metipt of a Market Rent Notice (or rails In its Market Response Notice to expressly reject Landlord's determination of the FMRR, (and Extension Tetan Bast Real) setforth in a Market Rent Notice). Tenant shall conclusively be deemed to have accepted Landlord's detemdnatlun of the FMRR (and Extension Temr Base Rent) set Loth in lite Market Rent Notice. xnl rt'Ci,dt COYIL'rOr—Cepvrf.Gnt",t"nleae Exhibit F ' • • I Schedule 11,1.2" l aht of First O fro I C •an , Subject to all of the temms and conditions afthis Exhibit "7" 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 Tenn, The "Fist Right Space" means any space on the second (214) floor of the Building Alai is not within the Promises. A onion of tile First Right Space shall be "Available per Lease" IF. (a) Landlord receives a Third Fatty Offer (defined below) with respect to such space, (b) such space is vacant or la scheduled to become vacant within six (6) months, and (a) such space is not subject 10 any Ihcn existing expansion or renewal rights orally type that Is or ore set forth in oily lease affecting space In the Project. "A Third Party Offer" means any written offeror proposal for the louse of all or any Portion of the Final Right Space flat 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: (1) relate to any expansion or renewal rights that are set forth III any lease affecting space in the Project that exists as of the Effective Dote or (11) are for the renewal or extensian of the tern of ilia louse fir any then existing tenant of the applicable portion of the First Right Space), Prntadnre for Offer aril Aecentance, 2A Fhst Offpr Notice. Subject to the terns and conditions of this &Iledul4 "j-2", if all or oily portion of the First Right Space becomes Available for Lease, Landlord shall notify Tenant thereof in writing (die "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 Par Lease (the "Offered First Right Splice,'), (b) state the date (tile "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 tens (including the Base Rent, Bose Year, Improvement Aliuwunee, obated Rent slid other Rent Concessions defined below) on which Landlord is willing to lease the Offered First Right Space to Tenant (the "Offcrod Terms"), and (it) slate that tie expimton of Tenant's lease of the First Right Space shall he coterminous with the lease for the Premises, provided that; (I) if there shall be less than five (5) years remaining in tie Terri as of the at the Offered Space Scheduled Comnlencenhent Date for any Offered First Right Space, the First Offer Notice shall state that Tenant's exercise ONES Right efFhst 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 Scled" 1-2" to lease oily portion of die First Right Since for which the Offered Space Scheduled Commencement Date will occur during the East five (5) years of the Tern wiless, (A) of such time, Tonnat shall have an unexerclsed Extension Option and (B) Tenant shall, to its Tenant's Acceptance Notice, exercise such Extension Option, 2.2 'i ]it's Accentuate Note . Tenant may exercise its right to lease tie Oftcred First Right Space identi Fled but oily First Offer Notice only by delivering to Landlord, not more thin) ten (10) business days after Landlord's delivery of the applicable First Offer Notice, written notice (" Tcuaut's Acceptance Nofce") stating that report accepts Lmhdlord's oter to lease the Offered First Right Space. It• Tenant does not deliver Tenant's Acceptn ice Notice to Landlord within five (5) business days after Landlord's delivery orany First Offe Notice, time being of the essence; that' subject to Section 23 belaw, Tenant's Right of First Offer shall no longer apply to the applicable Offered First,Right Space mid, Landlord shall be free to lease the Offered First RISE'( Space described in the First Offer Notice to third parties selected by Landlord at such rental rates and upon such terms as Landlord ill its sole discretion may desire. 2.3 3,andlenl's Obl'"atlon to Rc-0 ff r, Notwithstanding the foregoing, before leasing any Offered First Right Space to any other Poison or entity on economic terms that are more thin 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'%%', Landlord must re -offer such Offered First Right Space to Tonont on tine more favorable economic terms by delivering another First Offer Notice with respect to such space in accordance with SeetWil 2 of this Schedule 111-2" and Tenant shall again have the right to elect to louse such space by delivering a Tenant's ROFR Acceptance Notice in accordance with Stall, I I IM of this Schedule "1.2" provided that Tenant shall hive only five (5) business days after receipt orally such Pirst Offer Notice within which to deliver its Tenant's Acceptance Norroe ilia, respect to such Offered First flight Space that is ro-offered to Tenant in accordance with this Section 2 3, Term: Rent• Oth at, Twills, 3.1 IrTennnl duly exercises its Right ol'First OITer in accordance with this Sehcdulc "j-2" with respect to any Offmad First Right Space that is Identified in Any First Oficr Notice (any such space "Legsal First Right Space"), then: (it) the lean of the lens, crouch lensed First Right Spice slip II commence upon the Onto (the "First Right Commencement Date") [hut Lundlord tenders to Tenant delivery of possession of such Leased Firs Right Space, (b) the expimlion of Tenant's lease of die Leased First Right Spnce shall be caterminous evitlt the termination of Elie Lease far the then existing Premises, (c) except as expressly provided to tine conhnry in Ibis Schedule "J-2", the remaining terns or Ten ant's lease of such Lensed First Right Space shall be the teliue and conditions ofthis Lease (provided lhm all provisions of the Lease which vnry based upon the Rentable Area or l t Prennises shall be adjusted to reflect the uddlOoll orthe Lensed First Right Space Ili the Premises) and (b) Landlord and Tenant shall reasonably promptly thereuller eXCU le tin Amendment to this Lease fur such I.eascd First Right Spnce upon the terms slid conditions as set lard, in the Firs[ OI'rer Notice, subject to due provisions ordlis Schedule 3.2 1'11e monthly base rent payable by Tenant with respect to any Leascd First Right Spam (the "ROFO Item") shall commence on the upplicuble First Right Commencement Date and shall be equal In Ile product nC (a) Ole number or square Icet of (tenable Aran compiled in such Lensed First Right Space And (h) One MIRA I'o, such Loused First Itighl Spnce. If In the Applicable Acceplanee Notice, Tennnt expressly rejects Landlord's duiernhinatiun of die FMRR (unit ROFO Rent) for the applicable Lensed F'irsl Right Space, []'en Ilia FMRR (and ROM Rent) for such loused Final Right Space shall he deMillined in Accordance with Sc•I,edr le Jj". provided that il'the FMRR (gild ROFO RAM for tiny Leascd First Right Splice shall not be determined As of Um First WeIlL Cunnmencement Dune. to parties shall utilize l.tindloWs Submitted Ftvf rtlt (defiled below) u) da[ernnine the ROW Rent fur the Applicable Leascd First Right Space, and if TemmCs fiubmiued FMRR shall be ui011111 iy selected pursunnl tit) Jsl rVCMfr -1- 1=shibih 1 80A-185 EXHIBIT I Sob eduIa 1-P Tenant shelf big! yen a credit agoinst ROM Rent next due hereunder equal to the union it orally overpayment. if Termnt fails, in the applicable Acceptance Notice, to expressly reject Lundlord's determination of the FMRR fund ROM Rent) set forth In die applicable First Offer Notice, then Tenant shall conclusively be deemed to have accepted Landlord's determination of the FMRR (and ROPO Rent) for the applicable Leased First Right Space as set forth in the applicable First Offer Notice, Notwithstanding anything to the contrary herein. Tenant sbull pay Additional Rent with respect to any Leased First Right Space in the same manner as for the Initial Premises, including, without Iloiltalion, in accordance with the provisions of Section 2 of the Lease, and Tenant's Percentage Share shell be increased to inks into account the expansion of the Premises to include such Leased First Right Space, 3.4 DOdylity stiff Cnndllinn orLeased First Right Space( Delivery- Improvement. 3.4.1 Landlord shrill endeavor to deliver the Lensed First Right Space to Tenant on or before the applicable Offered Spice Scheduled Commencement Date (as idenlif(ed in the appliaabie First Offer Notice); provided, however, that if for any reason, Landlord Is not in a position to so deliver such Leased First Right Space oil such date, Landlord shall not be In breach under this Lease and otherwise shell hove 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 shell not be required to perform any work, supply any materials or incur any expense (including the granting of any allowance to Temmnt with respect thereto) to prepare ally 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 lie 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 fins 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 tie constmollon 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 ofArticle 10 ofthe Lease NO; W Chic Confer Or- VA- ,fSnuru Ana Lda.re •d- fiehit+il I EXHIBIT 1B Schedule"J-3" Delevndnina FMRR, For puposes o f determining the FMRR, the following procedure shall apply: I IrTenam duly exercises nny Extension Option and duly rejeels Lindlod's determination (in its Markel Rent Notice ortre FMRR for the Extension, then Landlord and Tenant shell endeavor to agree upon the FMRR for the Extension Term on or before the Outside Agreement Date (defined below)• i f Landlonl and Tanont ore unable to agree upon the FMRR for the Extension Tenn on or before the Outside Agreement Date, then Vila FMRR fertile Extension Term shell be determined by arbitration pursuant to Section 2 orthis Schedule "J.3'l The "Outside Agreement Date" weans the dale tlel is ten (10) business days after the date that Terenl notifies Landlord, in his Markel Rent Response Notice that Tenant has rillected Landlord's initial delerrnlnatinn grille FMRR f'or die Extension Tenn, 2 If Landlord and Tenant shell fail to agree upon the FMRR for the Extension Term on or before the applicable Outside Agreement Date, then Willis ten (10) business days thereafter, each of Landlord and Tenant shall submit to the other its final determination of the FMRR for the Extension Teeth and such Cold determinations shall be sobmifted to arbitration (as Tenant's and Landlord's "Submitted FMRR," respectively) in necorch nco with the following: 2.1 Landlord and Tenant shall each appoint one arbltrafor who shall by profession be a real estate broker who shall have been active In die leasing orthe Project gild 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 ilia actual FMRR for the Extension Term, as determined by die arbitrators, taking into account the requirements of this Schedule "J3". Each such arbitrator shell 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 or the appointment of the second appointed arbitrator, agree upon end appoint a thi d orbitralor who shall be qualified under the sonic standard as described in Septa >n 2A of this Schedule "J3" (with respeolto appointment of die 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 Palls to appoint an arbitrator within item (15) business day period described in Section 2.1 of this Schedule "J-3", then the arbitrator appointed by the other party shall solely reach a decision as to the FMRR for the Extension Tern and notify Landlord and Tenant thereof within thirty (30) days following expiration of such fifteen (IS) business day period, and such arbitrator's decision shall be binding upon Landlord and 'reliant, and (b) tribe two a•blirators fail to agree upon and appoint a third arbitrator, or both parties fail to appoint an arbitrator, then die appoinuneut ordic third arbitrator or any arbitrator shall he dismissed and the matter to be decided shall be promptly submitted to arbilmdon under tie provisions of die American Arbitration Association (die "AAA'%butsubject to due instructions set forth in Otis Schedule "J3'. 2.4 The decision of dm majority of the three nrbilmtore (a• in the ease of a decision made under clause (a) or (b) or Seel' i 2,3 orthis Schedule 1-3", the decision of die single aiiitralor or the arbitrator(s) appointed by the AAA) shall be binding upon Landlord and Tenant, shall be in writing and shall be non,appenlable, and counterpart copies thereof shall bedclivered to Landlord nod Tenant. Ajudgment or order based upon such owns -ill may be entered in any court of competent jurisdiction. In rendering their decision and award, the arbitrators shall have no power to vary, nmdify or amend any provision of this Lease. 2.5 Lnndlord and Tonnnt still][ ouch bear 50%of the cost grille arbitration described in this Section 2 orthis Schedule "1-311. ,Pill #'Ovk Center Or— C101 qfS.. flaelve, Lead .5- t[shibil •I 80A-187 EXHIBIT 1B EXHIBIT 'IN" EYEBROW SIGN I. Grind of Rinhtsin can no oil on with Tenant's lease of the Premises, subject to all of the teams and conditions of this Exhibit ' " Tenant shall have the nonexclusive right [n cause Landlord to display signnge (the "Eyebrow Sign") identifying Tenant by its Business Name (defined below) on the Building in the location described in Section 2.1 orthis Exhihil''K". All orihe Tenant's rights under ids Exhibit " " are personal to the Original Tenant and are not transferable In connection with arty Transferor otherwise, "Business Name" means only "City of Santa Ana", or any other business or trade name ofTenanlthat pot oil Objectionable Name. "Objectionable Name" means any namelhat: (a)relateatoanentity list is ora character or reputation, or Is assootated with a political orientation or faction that is materially inconsistent with the quality or the Project, or which would otherwise reasonably offend nit institutional quality landlord ofn building comparable to the Buildings in Downtown Santa Ann, taking into consideration the size and visibility of the Pylon Sign or(b) conflicts with any then existing covenants In other leases of space In the Building or Project. Location ,¢noci)ieafians and Parmlta• 2.1 Subject to Section 2.2 of this Exhibit'W below, The Eyebrow Sign shall be located oil the "eyebrow level" orthe Building (i.e„ just above the first floor of the Building) on a side of the Building reasonably designated by Landlord. The graphics, materials, color, design, loitering, 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 oddities, all or Tenant's rights under this Exhibit "K" with respect to the Eyebrow Sign shall be subject to; (a) the receipt or and continuing compliance with all required governmental permits and approvals (and the submission of copies thereof to Landlord) required for the Installation and continuing display Of each of the Eyebrow Sign and (b) the con thri compliance of the Eyebrow Sign with all app)icable 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 he located on ilia 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 at, Project): (i) the name of (and/or other identifying in Hmnation for) Landlord, the Building and/or Project or (il) such other names, business names, trade names or affiliate names representing such other tenants orpersons, in either case, as Landlord shall determine in its sole and absolute discretion. 3 Cost and Mnintenuneo. The Eyebrow Sign shall be rnbricalad and installed by s 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 die Ilrbrlcation, installations, operation, maintenance, repair, and eventual remove: and disposal of the Eyebrow Sign, including, without limitation, the cost of utllity charges and houk�up fees (if applicable), permits, and maintenance and repairs. The terms of this Section 3 of this Exhibit" K" shall survive the expiration orearlier termination .ofthis Lease, Termination: Removal, Cl Notwithstanding any provision of this Lease to the contrary, by notice delivered to Tenant, Landlord may, at its option, elect to tenninnte all oFTenant's rights with respect to the Eyebrow Sign: (a) at any tittle that the Original Tenant (together with any Permitted State & Counly Transferees In accordance with Section I I i 2, above) is no longer leasing and occupying 20,000 RSP in the Building, (b) If this Lease is assigned to any Person, er (c) if any Event of Oerault occurs. 4.2 Upon tie expiration or• earlier termination of tlhis Lease, or alter termination orTenant's rights with respect to the Eyebrow Sign as provided above, Landlord may, at Tenant's sole cost and exper se remove the Eyebrow Sign from the Building mul cause the areas in which such Eyebrow Sign was located to be restored to the candition existing inmmedlately prior to die plucerentofsuch sign (subject to ordinary weer and tens). Tenant shall relntburse Landlord for all of its costs Inetured in connection therewith in accordance with Section of this Exhibit "{" above. The terms orthis a d2orthis FKbblt" " shall survive theeepirntion or earlier termination ofthis Lease. 861 R'6irre CenNr Dr—oO• ofsnnrn Ann Lean' I. Exhibit K F • • 103911A MU0. E\hllltlT "Lr' STAH REQUIREMENTS I, If applicable, Landlord will provide a Seismic Certificate or Applicable Code in the form described in 5fihcdu1e "L-I" with respect to seismic adequacy. 2. Landlord has provided the Accessibility Survey with respect to die Premises and tha path of travel fronito public transportation and public rights -or -way, parking and restroom areas attached hereto as Schedule "L-2 Landlord will perform all work required to correct the conditions Identified in: (a) Fann I (restriping ADA stalls); (b) Form 3A (item 2) (install on Intercom systou thst will alart dedicated personnel to assist those In need fran the public sidewalk); (c) Form 13 (modify elevator panels to provide minimum toe kick clearance); and (d) Form IG (update the 2"4 floor restrooms). The condition Identified in Form 8 (Stalls) 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, 401 IP CIVIC COMOr Dr- Cio• nfSruh, Arw brae - I- FA11111t K LFIJI • • [Mama = Schedote "L-1" Roan of Sefsmle Certmente ofApptleable Code (attached] �311,603.411334. 1151 80A-190 EXHIBIT 1B 14 November 2016 William Lee, Vice President Ocean West Capital Partners 315 W, 91, Street, Suite BOB Los Angeles, CA 90015 BJ#f 1610377 STRUCTURAL Subject: Seismic Certificate for California Department of General Service A Civil, 801 Chic Center Drive SNGINLSR.S Dear Mr. Lee: Attached please find the Seismic Cer0ate requested by California Department of General Service (DGS) for the 4 story bullding at 801 CMC Center Drive, Santa Ana, CA 92701, The building was constructed In about 1983, The certi(inte states that this building was designed to meet the 1976 or subsequent editions of the Uniform Building Code and does not have any one of the enumerated characteristics or conditions listed in the certificate. The building has the condition of., • Welded steel moment frames (WSMF) that constitute the primary seismic force -resisting system for the building, and • the structure was designed to code requirements preceding those of the 1997 edition of the Uniform Bullding Cade. However, the building has not: • experienced an earthquake of suffident magnitude and she peak ground motions that Inspection Is required when any of the conditions of Section 3.2 of FEMA 352 Indicate an Investigation of beam -column connections Is warranted The certificate does not require any analysis of the building or any comparison to the latest Building Cade. Any soft story, disconbnulty or irregularity that may be present in the building may affect the performance of the building In the event of a large earthquake, Our professional services have been performed with the intent to meet the degree of care and skill ordinarily exerdsed by reputable structural engineers practicing In this or similar localities. No other warranty, expressed or Implied, IS made as to the professional advice or opinions included In this report. If you have any questions regarding Information presented In this letter or the attached certificate, please feel free to contact us. Sincerely, BRANDOW &JOHNSTON, INC. M. .. Ryan shoff, SX., LEED AP Princl I Attachment: Seismic Checklist Seismic Certificate G:\16\16iU377 Ocean West 801 W Civic CnV Santa Ana Seismic Cert\1510377 801 W Civic Center seismic Certincate letter,doc 18831 Von Karman Avenue Sulte 210 Irvine CA 92612 Tel, (949) 852-BS00 Fax (949) 955-0794 80A-191 EXHIBIT 1B Seismic Certificate of Applicable Code I am a State of California licensed structural engineer, civil engineer or architect and certify that the building located at; 801 Civic Center Drive, Santa Ana, CA 92701, was reviewed by me. This certification was either prepared by me or the bulk of work was performed under my direct supervision, 1 have no ownership Interest In the subject property. A Certificate of Applicable Code may be provided If the entire building was constructed under a permit approved by the local Jurisdiction and was designed to meet one of the following requirements; ©199B or subsequent editions of the California Building Code; or, X 1976 or subsequent editions of the Uniform Building Code and the building does not have any one of the enumerated characteristics or conditions listed below: • Unrelnforced masonry elements, whether load -bearing or not; not Including brick veneer; • Precast, prestressed, crpost-tensloned structural or architectural elements, except plies; • Flexible diaphragm (e.g., plywood) -shear wall (masonry or concrete) structural system constructed pursuant to editions of the Uniform Building Code prior to the 1997 edition; • Apparent additions, alterations, or repairs to the structural system made without a building permit; • Constructed on a site with a slope with one or more stories pardall below grade (taken as 50% or less) for a portion of their exterior; • Soft or weak story, including wood frame structures with cripple walls, or is construction over first -story parking; • Seismic retrofit of the building, whether voluntary or mandated, whether partial or complete; • Repairs following an earthquake; • Welded steel moment frames (WSMF) that constitute the primary seismic force-rasisting system for the building, and the structure was designed to code requirements preceding those of the 1097 edition of the Uniform Building Code, and the bullding site has experienced an earthquake of sufficient magnitude and site peak ground motions that inspection is required when any of the conditions of Section 3.2 of FEMA 352 indicate an investigation of beam -column connections Is warranted; • Visible signs of distress or deterioration of structural or non-structural systems, e.g., excessively cracked and/or spatting concrete walls or foundations, wood dry rot, etc, Documentation of the selected performance level evaluation will be retained by the preparer and shall be available to the State upon request, Name: Ryan Blshoff Firm: Brandow 6, Johnston, Inc. Telephone No: 949.802.8610 License No: SE 0250 License Expiration Date: 06130117 ���( IIM412016 Signature J Date Comment: For a bullding not qualifying under the above criteria; an Independent Review must be performed. RELPs option 2 30 Apnl 00 80A-192 EXHIBIT 1B SEISMIC SCREENING CHECKLIST Reviewer Name La Ject'Nti Total Bldg. Sq Ft. Pr Agency Total Lease Sq. Ft,, cotton,;. Hours of Use 1 Retrofit since 1976,,:..." . No furiherscreening required tf documentation of retrofit Is provided. 2 Ac Ty e of Building $ pe of Con'stru'ctlon Tilt U Pre 1933 8 1933 to 1976 r14 Post 1976 �R3Crndi Score Masonr 10 8 1 Reinforced Concrete 7 5 1 Wood Frame 3 2 1 Steel 7 3 1 1 3.Height;of;Bull,di(ig,(t1s.}.9r1as..:`.,:",:`... s; . Max, number of stories allowable for screening Is 6, Assign one point per story, I.e„ 1 min., 6max. Assign points as Indicated for counties as grouped in a, b, & c below (a) 12 points In Los Angeles, West 1/3 of San Bernardino, Contra Costa, Riverside, Santa Clara, Alameda, Ventura, San Francisco, Merin (b) 9 points In Sonoma, Santa Barbara, San Mateo, Change, San Diego, Inyo, San Luis Obispo, Napa, Kern, Monterey, Solano, Humboldt, Mendocino (c) 3 points to all other counties not listed above. i ¢' !9i Rr•J '�8R3] fit a dIH 4 1 �W IXR ifa R �+i�: M� C.I,IYi P3N.'a lit: WL! R fi4R1� B Y Elm f9al i� I'u•I R31 iuR II I I !Yil t191c�I ❑•. IHA ihY MNII>♦HPIR� - All other configurations 6 Configuration. (Plan View), i. 1 3 7 7 7 7 Visible Defects Subjective scoring: 10 points max. assignable forail derecis observed. The following list is of typical things to look for. a Dry rot; look for water stains on calling tiles and walls, b Damaged foundations; look for large cracks and misalignment c Sagging or shifted beams; look for bowing In center, check for position (parallel) relative to other members of Tilted walls or columns e Corrosion of steel; look for rust, Flaking, etc. Check for water stains. f Cracks greater than 1/8" in masonry or concrete g Check for any material that crumbles (wood, plaster, conc., etc) (1-10) TOTAL Total score of 20 or above requires standard aaismia certification. Copy of eM4Mc [LeeNL6lzUnatl.als 80A-193 EXHIBIT 1B Schiidu IC"L•E" A ccc,a.ti hllity S is my (nnnchedj SO / II' ChJc Curlh'Y Dr— 01, Ofsa)rm,41ln /.errro .I- Enh ibis K 80A-194 EXHIBIT I a=Brkv IIPA. u, Cuhmr City, CA Wztu alildR7 r Y?f slssaNlnoWet5 _ rvoiimiW Lqp AnZ17aWua.OAIXar( . "s15G:3a ii71 am rr4M as • unnve• sdAPr1A7r9 1a2tli W>fr KWMW AVw i,..a,4M 12U In", CAON112 sN %41 )1A March 10, 2017 535 ASacim abaex ^O'nae 1Eaa B,ulrrandaw, GLas+05 a,y;'NUM Mr. William Lee 405AWRn dtetmlty0uihiao Vice President IAA Now Je team, eulltn Ocean West t'�BastTud ehueReaiFbnr 315 W. 9th Street, Suite BOB Newi4a"�i2t�� Los Angeles, CA 90015 VNrv[apYW.wm RE: 801 W, C.ivl t Center, Santa Ana —Accessibility Checklist RESO Project Number: 142055 Dear Wllllam, Upon review of the atteSabi llty checkllat and survey of the slis conditions, below Is a summary of our findings and recommendations for correcting the non•compliantItems. In particular, remediatlon work for 3 specific items on the Ilst would have significant Impacts an other aspects of the building. Such impact Is listed far your consideration. :; Parking (Form 1) item 1 thru 4 o Beatrice parking, relocate or rework parking surface 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 J Curb Ramps (Form 4) Items 1 thru 2 o Condition does not apply if accessible parking is relocated Ci Drinking Fountains (Form 5) o Drinking fountains are not requlrediftenant spaces have potable water access of occupants, Ramps (Form 7) o Condition does not apply If accessible parking Is relocated .:: stairs (Form 8) a Stair risers are Y4" higher than code maximum, Remedlation would require the reconstruction of the stairwells. The California bulldingcode has an explicit exception that would allow for such condition (118.210.1 Exception2) provided DGS accepts this as hardship. Building Entrances and Exits (Form 10) o Provide required signage and adjust door closer 8r11 IVCh le Ceurue De —Cfrg' a/Sruu11 Ano Leave Fchiha K 80A-195 EXHIBIT 1B Doors and Gates (Form 11) o Rework as required Elevators (Form 13) o PanaIsIntheelevator wlllbereworked toprovldethamInimumrequlred toeclearance distance ' '., Toilet Facilities (Form 16) o Rework as required D Signals (Form 10) o Provide Slgnage as required Alarms {Form 201 o Rework fire extinguisher cabinet Sincerely, Dickson Of, AIA Project Manager Inge (2 1346305.4 034, 1731 .2_ 80A-196 OVA CI1:3kmf:3 EXHIBIT "NI" APPROVED GOVERNMENTAL ENTITIES Slate of CPlifornla—Employment Development Department State of Cali fornia —Department of Rehabiliintion County of Orange —Social Services Agency SER lobs for Progress —Title V Grant; Private Non.pmfll Rancho Santiago CommUnily College District, Santa Ana College Goodwill Industries Comerstone/job Corps i4al tJ'CI' IVCoder Dr_ Citl' 11'.SnualAurr Levee _ k Exhibit 6 80A-197 EXHIBIT 1B TABLE Or CONTENTS Pe ARTICLEI - DEFINITIONS ................................... I ............... . .................. ........... ........................................................ I ARTICLE 2 - LEASE OF PREMISES; COMMON AREAS; PARKING; SIGNS .................................. . — ........................................ . 3 ARTICLE3 - DELIVERY; COMMENCEMENT,, TERM; SURRENDER; HOLDING OVER ...........................................................4 ARTICLE 4. RENT AND OTHER CHARGES ......................... ... I ................ ............................ ................................... 4 ARTICLE5. TENANT'S TAXES— ..................................... I ............................................................................................................... . 5 ARTICLE6. SECURITY DEPOSIT ......... -. ........ ................................. I ...................... ... I ............... I ........ ................... ....... 5 ARTICLE7 - USE OF PREMISES ............................ ....... .... ....... ........ ...... ....................... 1111.15 ARTICLE8. UTILITIES AND SERVICES ................................................. ........... ... I ....... —.1-0-1 ... I ..... 1-0 .... 6 ARTICLE 9 - MAINTENANCE AND REPAIRS ................. o .............................................. o ........ o. ............................................. .......... 6 ARTICLE10- ALTERATIONS ................... o .......................... 0 ......................... -. ...... ........... 0 ....... I ..... —.". .................. 6 ARTICLE I I - ASSIGNMENT AND SUBLETTING ... ... .... ................................................. ............................................................. 7 ARTICLE L! - SUBORDINATION AND ATFORNMCNT; ESTOPPEL CERTIFICATES; FINANCIAL STATrM ENTS ................8 ARTICLE 13. CASUALTY; TAKING ... ................. ... I ...................... I ... I ................... —... .... I ........... I ............. 18 ARTICLE14- INDEMNIFICATION AND INSURANCE ................................... ............. I ... I .... ...... .. 11 ... I ............. ARTICLE IS- EVENTS OF DEFAULT AND REMEDIES ................. ...... 1.11 ...... ....... I ........ —, ...... I ........... ARTICLE 16- LANDLORD'S DEFAULT; LANDLORD'S LIABILITY ..... ............. ........................................................................ 10 ARTICLE 17. MISCELLANEOUS ............................. ........ ........ ............. 10 E,yIiIBlT "A" Depletion of the Premises EXHIBIT"B" Notice of Lease Term Doles EXHIBIT"C" Work Letter Agreement EXHIBIT"D" Rules and Regulallons EXII13IT"E" Additional Rent EXHIBIT"F" Services and Utilities PXHIBIT"O" Insurance Requirements EXHIBIT"H" Remedies EXAMIT"I" Form of Tenant Estoppel CeilIficate EXHIBIT"I" Options EXHIBIT"10 Eyebrow Sign EXI-IlErl, "1:, State Requirements EXHIBIT "M' Approved Clovennnianial Entities 801 rVOi-le &eaw Table ol'Comonts, A 0 LFTITMUOT461 EXHIBIT 1B Attachment 6 G:l IS fq NI G £': 5„ SY tr N Tf OcCommunitye s Rue Community. Ciar Corwmit?,,Tnt. OVunwatow February 21, 2019 VOUXTOR cc COMMIJUM RESOORcr.M Debra J Baetz, Director CYMANIMAIRKIMS1I14 County of Orange I IITV DIRECTOR :. Social Services Agency OCrOMMURITYREsovaccs $$yp N. State College Blvd. Mlxs VAVIAM1 Orange, CA 92868 DIRECTOR OV ARIMAt.. CARE Dear Ms. Baetz: CYMAMTMA A19IR9MM tforafm DIRECTOR MousIRGAND Cow,jErrrr . Re: Workforce Innovation and Opportunity Act DEVELOPMM AND WHELESS Memoranda of Understanding (MOU) SITi#Err!S ReRecRAMearz The Orange County Development Board/Orange County aIRECEDR Community Services has no objection to SSA entering into a Dt: c:avagnaETv ,tRvt[Es MOU directly with the Santa Ana Workforce Board. This letter &LACY MiACKWOOD shall supersede the following MOU`s currently in place: DIRCIDR M PAM tg Phase 1 MOU between the Orange County Development LMERaY OUNT AC.TftiDf.(1UP1IY hl6RAR7Atd Board, Santa Ana Workforce Development Board and DC PuWr 1.16"KIE, Orange County Social Services Agency, executed on June 28, 2D16; 2) Phase It MOU between the Orange County Development Board, Santa Agra Workforce Development Board and Orange County Social Services Agency, executed on September 1, 2017. Please don't hesitate to contact me should you have any additional questions or concerns. OCCOMInunity'Services 134tiSOUTH OR90,KOO.B DANIA ANA, CA 92703 yr our: 714.41311,6550 mx: 714.dt3e.297$ ROiee Ramirez, OC Community; DAten-4-ii—q— 80A-199 80A-200 fOf:f1=3NMIS] M Canta Ana WorkforceDevelopment Board and the 80A-201 EXHIBIT 1C 1) LEGAL AUTHORITY The Workforce innovation and Opportunity Act ("WIOA") sec. 12 1 (e)(1) requires that each Local Workforce Development Area develop and enter into a Memorandum of Understanding ( "MOU") with each America's Job Center of California C AJCC") Partner, consistent with W10A See. 121(c)(2). This requirement is further described in the WIOA; Joint Rule for Unified and Combined State Plans, Performance Accountability, and the AJCC System Joint Provisions: Final Rule at 20 CFR 678,500, 34 CFR 361.500, and 34 CFR 463..500, and in Federal guidance. Additionally, the sharing and allocation of infrastructure costs among AJCC Partners is governed by WIOA sec. 121(h), its implementing regulations, and the Federal Cost Principles contained in the Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (Uniform Guidance) at 2 CFR part 200. 2) PARTIES The parties to this MOU are the City Council of the City of Santa Ana, the Santa Ana Workforce Development Board ("SAWDB"), and the SER-Jobs for Progress, Inc. ("SER"), a collocated one - stop AJCC Partner located at the Santa Ana WORK Center, 801 W. Civic Center Drive, Suite 200, Santa Ana, CA 92701. 3) PURPOSE The purpose of the MOU is consistent with the provisions of WIOA sec. 121(c)(1), to establish a cooperative working relationship between the SAWDB and SER-Jobs for Progress, Inc., the collocated AJCC Partner, and to define their respective roles and responsibilities concerning the operation of the AJCC as it relates to shared services and customers. It serves to establish the framework for providing services to employers, employees, job seekers and others needing workforce services. It also serves to establish a framework to support the established service delivery through the sharing of resources and costs. 4) DURATION This MOU shall become effective as of the date of full execution of the MOU by all Parties ("Effective Date") and terminate June 30, 2022. This MOU shall supersede and cancel the existing Phase I MOU (A-2016-137E) between SER, and the SAWDB, executed June 01, 2016, and Phase II MOU (A•2017»207) between SER, and. SAWDB, executed September 01, 2017. This MOU shall also cover any and all services provided by the Partner since July 1, 2018, until the Effective Date of this current MOU. This MOU will be reviewed not less than once every three years to ensure appropriate funding and delivery of services and to identify any substantial changes that require modification of this MOU. This MOU will remain in effect until the termination date, unless one of the conditions in section 32 occurs. 2 80A-202 EXHIBIT 1C 5) MODIFICATIONS AND REVISIONS This MOU and its Attachments 1, 2, 3, 3-1, 4, and 5 constitute the entire agreement between the parties, and no oral understanding not incorporated herein shall be binding on any of the parties hereto. This MOU may be modified, altered, or revised, as necessary, ary, by mutual consent of the parties, by the issuance of a written amendment, signed and dated by the parties, which may require approval by the governing body of each Party. Assignment of responsibilities under this MOU by any of the parties shall require prior written notice and preapproval of all parties. Any assignee shall also commit in writing to the terms of this MOU. 6) SANTA ANA WORKFORCE DEVELOPMENT STRATEGIES Santa Ana's vision rests on integrating current and future, resources through its SAWDB Partners. Integration suggests more than partnering or assembling multiple funding sources. It means making certain that all elements of the workforce support system work together to create inviting and seamless services wherever a client enters the system. Santa Ana's vision is sensitive to the needs of its unique demographics. The SAWDB's overall strategies include: a) Identifying regional industry clusters (e.g., manufacturing cluster, medical cluster, etc.) to create new jobs in which Santa Ana's workforce can participate; b) Expanding small business development support as a creator of new jobs and method for growing the Iocal tax base; c) Educating Santa Ana's current and future workforce through classroom pre -training and training activities, plus on-the-job training and workforce skill enhancement activities; d) Offering career pathway programs for both unemployed and employed adults and youth; e) Increasing access to jobs for disconnected and underserved populations, especially youth; 1) Organizing, integrating and supporting social and other services through the SAWDB's network of partnerships, volunteer organizations, and established institutional resources; and, g) Assuring funding from all public, private, and other sources in support of its programs. 7) ONE -STOP SYSTEM & SERVICES A. LOCATION The AJCC is currently located in Santa Ana as follows: American Job Center (Comprehensive AJCC) Santa Ana WORK CENTER 801 W. Civic Center Drive, Saute 200 Santa Ana, CA 92701 (714)565-2600 Open to the Public: Monday— Friday 8:00 am-5:00 pm 80A-203 EXHIBIT 1C The AJCC is currently located at the Santa Ana WORK Center ("SAWC") as described in the Location of AJCC and all Partners, attached herein as Attachment I and incorporated herein by reference. Santa Ana ranks as the fourth densest city in the entire nation. SAWC, through its central location in downtown Santa Ana, shall provide and/or coordinate WIOA services to individuals, providing them with the necessary skills to participate in building a world -class workforce in. Santa Ana. The SAWC offers the community a variety of informational, employment and training services based on individual needs. Those needs are met by the combined efforts of the SAWC Partners as described by the Santa Ana AJCC Partner Services, included herein as Attachment 2 and incorporated herein by reference. Services and referrals provided at the SAWC by AJCC Partners may include, but are not limited to, the following: 1. Basic Career Servlees: a. Eligibility determination; b. Outreach, intake, and orientation to information and services; c. Initial assessment of skill levels, including: literacy, numeracy, and English proficiency; and, aptitudes, abilities, and support service needs; d. Labor exchange services, including: i. Job vacancy listings in labor market areas; ii. Information on job skills needed to obtain the vacant jobs; and, iii. Information relating to in -demand occupations, including earnings and opportunities for advancement; e. Provision of performance and program cost information on the Eligible Training Provider List C ETPU) eligible programs by program and type of provider £ Provision of information in acceptable formats and languages that identify actual performance against performance accountability measures g. Provision of information related to support services h. Provision of information and assistance in filing Unemployment Insurance claims; and, i. Assistance in establishing eligibility for programs of financial aid assistance for training and education programs not funded through WIOA. 2. Individualized Career Services: a. Comprehensive and specialized assessment of skill levels and service needs including: Diagnostic testing; and, other assessment tools; b. In-depth interview and evaluation to determine barriers and goals; c. Development of Individual Employment Plan (IEP) to identify goals, objectives, and services; d. Group counseling; e. Individual counseling; f. Career planning; g. Short-term pre -vocational services, including: development of learning skills; communication skills; and, other soft skills to prepare individuals for employment or training; 4 80A-204 EXHIBIT 1C It, Workforce preparation activities, including: basic academic, and, obtaining other skills necessary for successful transition into postsecondary education, training or employment; i. Financial literacy services; and, j. Out -of -area job search assistance and relocation assistance. 3. Trainine Services: a. Occupational skills training; b. On -the -Job training; c. Incumbent worker training, d. Programs that combine workplace training with related instruction, which may include cooperative education programs; e. Training programs operated by the private sector; f. Skill upgrading and retraining; g. Entrepreneurial training programs; h. Transitional jobs; i. Job readiness training provided in combination with any of the aforementioned training Services; j. Adult education and literacy activities, including: activities of English language acquisition; and, integrated education and training programs provided concurrently or in combination with any of the aforementioned training services; k. Customized training; 1. Internships and work experiences that are linked to careers; and, m. English language acquisition and integrated education and training program. 4. Emnlover Services: a. Recruitment and other business services on behalf of employers. The SAWDB will procure the AJCC Operator through a competitive process in accordance with the Uniform Guidance Cost Principles contained in the Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards at 2 CFR part 200 (Uniform Guidance), including the Office of Management and Budget's (OMB) approved exceptions for the U.S. Department of Labor at 2 CFR part 2900, WIOA and its implementing regulations, and local procurement laws and regulations. All documentation for the competitive AJCC operator procurement will be available for public inspection. The State requires that the AJCC operator is re -competed at least every three years and no later than every four years. 2. ROUES AND RESPONSIBILITIES OF PARTIES a. Provision of.4ppilcable Career Services and Participation in Planning and Development. The parties to this MOU will work closely together to ensure that the AJCC is a high -performing work place with staff that ensure quality of service. The AJCC Partner has indicated they shall provide an array of applicable career services to clients as set forth in the Santa Ana AJCC Partner 80A-205 EXHIBIT 1C Services. The AJCC Partner agrees to the responsibilities required of all Partners under W1OA Section 121(b). In addition, the AJCC Partners will participate in joint planning, plan development, and modification of activities to accomplish the following: i. Continuous partnership building; ii. Continuous planning in response to state and federal requirements; and, iii. Responsiveness to local and economic conditions, including employer needs. Parties agree to the co -enrollment of mutual customers in case management to better leverage the resources available for the benefit of the participant and enhance successful outcomes and participate in the operation of the one -stop system consistent with the terms of the MOU and requirements of authorized laws. Both parties agree to inform each other immediately when a customer violates an established policy that would require them to be banned from the center or behavior that requires police intervention. Parties agree to collaborate and reasonably assist each other in the development of necessary service delivery protocols for the services outlined in this MOU. Parties agree that the provisions contained herein are made subject to all applicable federal and state laws, implementing regulations, and guidelines imposed on either or all the parties relating to privacy rights of customers, maintenance of records, and other confidential information relating to customers. Parties agree that all equipment and furniture purchased by any party for purposes described herein shall remain the property of the purchaser after the termination of this MOU. b. Parties shalt comply with: i. Section 188 of the WIOA Nondiscrimination and Equal Opportunity Regulations (29 CFR Part 38; Final Rule, published December 2, 2016); ii. Title VI and. VII of the Civil Rights Act of 1964 (Public Law 88-352), as amended; iii. Section 504 of the Rehabilitation Act of 1973, as amended; iv. The Americans with Disabilities Act of 1990, as amended; v. The Jobs for Veterans Act (Public Law 107-288) pertaining to priority of service in programs fimded by the U.S. Department of Labor; vi. Training and Employment Guidance Letter (TELL) 37-14, Update on Complying with Nondiscrimination. Requirements: Discrimination Based on Gender Identity, Gender Expression and Sex Stereotyping are Prohibited Forms of Sex Discrimination in the Workforce Development System and other guidance related to implementing WIOA sec. 188; vii. The Non-traditional Employment for Women Act of 1991; viii. The Age Discrimination Act of 1967, as amended; M 80A-206 EXHIBIT 1C ix. The Age Discrimination Act of 1975, as amended; x. Title IX of the Education Amendments of 1972, as amended; xi. The Family Educational Rights and Privacy Act (FERPA) (20 U.S.C. § 1232X 34 CFR part 99); xii. Title IX of the Education Amendments of 1972, as amended; xiii. Confidentiality requirements governing the protection and use of personal information held by the VR agency (34 CFR 361.38); xiv. The confidentiality requirements governing the use of confidential information held by the State Ul agency (20 CFR part 603); and, xv. All amendments to each, and all requirements imposed by the regulations issued pursuant to these acts. The Parties agree to inform each other immediately when a customer violates an established policy that would require them to be banned from the center or activity that requires policy intervention. 8) COLLOCATED AJCC PARTNER RESPONSIBILITIES Partner commits to collocation of staff, as appropriate, and to providing other professional learning opportunities that promote continuous quality improvement. Partner will further promote system integration to the maximum extent feasible through: a. Effective -communication, information sharing, and collaboration with the AJCC operator; b. Joint planning, policy development; and system design processes; c. Commitment to the joint mission, vision, goals, strategies, and performance measures; d. The design and use of common intake, assessment, referral, and case management processes; e. The use of common and/or linked data management systems and data sharing methods, as appropriate; f. Leveraging of resources, including other public agency and non-profit organization services; g. Participation in a continuous improvement process designed to boost outcomes and increase customer satisfaction; and h. Participation in regularly scheduled Partner meetings to exchange information in support of the above and encourage program and staff integration. Partner shall provide applicable career services to clients as set forth in the Santa Ana AJCC 80A-207 EXHIBIT 1C Partner Services. 9) REFERRALS The primary principle of the referral system is to provide integrated and seamless delivery of services to workers, job seekers, and employers. In order to facilitate such a system, Partners will ensure and agree to: a. Familiarize themselves with the basic eligibility and participation requirements, as well as with the available services and benefits offered, for each of the Partners' programs represented in the AJCC network; b. Develop materials summarizing their program requirements and making them available for Partners and customers; c. Develop and utilize common intake, eligibility determination, assessment, and registration forms, as appropriate; d. Provide substantive referrals to customers who are eligible for supplemental and complementary services and benefits under Partner programs; e. Regularly evaluate ways to improve the referral process, including the use of customer satisfaction surveys; f. Commit to robust and ongoing communication required for an effective referral process; g. Commit to actively follow up on the results of referrals and assuring that Partner resources are being leveraged at an optimal level; h. Ensure that intake and referral processes are customer -centered with the intent to provide high quality customer service; i. Ensure that general information regarding AJCC programs, services, activities, and resources shall be made available to all customers as appropriate; j. Ensure that referrals will be made via email or other electronic means; k. Ensure that referrals will include a direct link or access to other AJCC Partner staff that can provide meaningful information or service, through the use of co -location, or real-time technology (two-way communication and interaction with AJCC Partners that results in services needed by the customer); and, 1. Ensure that the referral process will include specific staff name, the activity required, desired outcome and a method for communicating back to the referring agency that the service need was addressed. ,:1 1: EXHIBIT 1C 10) SUPERVISION/DAY TO DAY OPERATIONS a. Day -to -Day Supervision The day-to-day supervision of staff assigned to the AJCCs will be the responsibility of the site supervisor(s). Partner will continue to set the priorities of its staff assigned to the AJCC. Any change in work assignments or any concerns involving the responsibilities of the parties which occur at the worksite will be handled by the site supervisor(s) and Partner management. b. Santa Ana WORK Center Hours of Operation The SAWC is open for business: Monday through Friday from 8.00 am until 5.00 pm. c. Partner Staff Office Hours The office hours for Partner staff at the AJCC will be established by the Partner„ All Partner staff will comply with their corresponding holiday schedule and will provide a copy of their holiday schedule to the SAWDB and SAWC at the beginning of each fiscal year. d. Building Accessibility All Partner staff assigned to the SAWC will be issued an access card to SAWC suite 200 and a Parking lot pass that allows them to enter and exit the parking lot. It is all individual staff s responsibility to keep them secure. Should they damage or lose them they can be replace by the SAWOB at the expense of the individual agency staff. e. Benefits Each party shall be solely liable and responsible for providing to, or on behalf of, its employee(s), all legally -required employee benefits. In addition, each party shall be solely responsive and hold all other parties harmless from all matters relating to payment of each party's employee(s), including compliance with social security withholding, workers' compensation, and all other regulations governing such matters. 11)AJCC OPERATING BUDGET The purpose of this section is to establish a financial plan, including terms and conditions, to fund the services and operating costs of the local AJCC. The parties to this MOU agree that joint funding is a necessary foundation for an integrated set -vice delivery system. The goal of the operating budget is to develop a funding mechanism that: a. Establishes and maintains the Local workforce delivery system at a level that meets the needs of the job seekers and businesses in the Local area; b. Reduces duplication and maximizes program impact through the sharing of services, resources, and technologies among Partners (thereby improving each program's effectiveness); F'7 80A-209 EXHIBIT 1C c. Reduces overhead costs for any one Partner by streamlining and sharing financial, procurement, and facility costs; d. Ensures that costs are appropriately shared by AJCC Partners by determining contributions based on the proportionate use of the AJCC centers and relative benefits received, and requiring that all funds are spent solely for allowable purposes in a manner consistent with the applicable authorizing statutes and all other applicable legal requirements, including the Uniform Guidance; and, e. All parties will meet and confer regarding replacement, acquisition, cleaning and maintenance of furnishings, The parties consider this AJCC operating budget the master budget that is necessary to maintain the SAWDB's high -standard AJCC. It includes the following cost categories, as required by WIOA and its implementing regulations: a. Infrastructure costs (also separately outlined below in the Infrastructure Funding Agreement); b. Career services; and c. Shared services. All costs must be included in the MOU, allocated according to the AJCC Partner's proportionate use and relative benefits received, reconciled every six (6) months against actual costs incurred, and adjusted accordingly. The AJCC operating budget is expected to be transparent and negotiated among Partners on an equitable basis to ensure costs are shared appropriately. All Partners must negotiate in good faith and seek to establish outcomes that are reasonable and fair. All Partners must adhere and reference the rules and regulations included in the executed Office Lease, attached hereto as Attachment 5 and incorporated herein by reference. 12) INFRASTRUCTURE FUNDING AGREEMENT The Infrastructure Funding Agreement ("IFA") contains the infrastructure costs budget that is an integral component of the overall AJCC operating budget. The IFA is a mandatory component of the local MOU, described in WIOA sec. 121(c) and 20 CFR 679.500 and 678.755, The IFA contains the AJCC Comprehensive Infrastructure Budget, and Other System Cost Budget, included herein as Attachment 3 and incorporated herein by reference, that is an integral component of the overall AJCC operating budget. The other component of the IFA is the Applicable Career Services, attached herein as Attachment 3-1 and incorporated herein by reference, which includes the shared operating costs and shared services. The overall AJCC operating budget includes the Comprehensive Cost Allocation and Partner Contributions, attached herein as Attachment 4 and incorporated herein by reference. AJCC infrastructure costs are defined as non -personnel costs that are necessary for the general operation of the AJCC, including, but not limited to: a. Rental of the facilities; b. Utilities and maintenance; 10 80A-210 EXHIBIT 1C C. Equipment, including assessment -related products and assistive technology for individuals with disabilities; and, d. Technology to facilitate access to the AJCC, including technology used for the center's planning and outreach activities. Changes in the AJCC Partners or an appeal by an. AJCC Partner's infrastructure cost contributions will require an amendment of the MOU. i •. ffll�t # • # The purpose of this infrastructure cost sharing methodology is to summarize, in writing, the methods and procedures that the SAWDB will use to share costs with the AJCC Partner. The AJCC Partner agrees that it will be charged on a monthly basis according to the following cost sharing methodology; and that monthlypayment will be submitted within the first ten (10) calendar days of each month. eta a. Rent Costs: Rent costs shall be based only on the base rent. The base rent is derived from the total assigned square footage, calculating the percentage of usage by AJCC Partner and applying that percentage to the common area square footage. Assigned square footage plus the percentage of common area square footage equals total square footage for each AJCC Partner. Total square footage for each AJCC Partner multiplied by the base rent per square foot equals total base rent for each AJCC Partner as indicated in the AJCC Comprehensive Infrastructure Budget, and. Other System. Cost Budget and the Comprehensive Cost Allocation and Partner Contributions. The base rent has an annual increase of no more than 3% over the five-year life of the Office Lease document (Attachment 5 attached herewith and incorporated herein by reference). b. Utilities and Maintenan : This section includes only telephone services, which includes voice -mail on AJCC Partners' phones. Costs for staff phones are charged based on the AJCC Partner's assigned space. Common area phones will be charged according to space allocation. c. Telephones: Telephone costs include the cost of purchasing and installing a new phone system utilized by the AJCC Partners. Telephone costs are based on the actual cost for telephones in assigned spaces. Common area telephones are allocated based on percentage of space allocation. d Technology pad Interns 1lccess Casts: Installation of Network Wireless Bridge will be a monthly charge based on costs from the vendors. The cost per AJCC Partner is derived from the calculation of total percentage of space used by each AJCC Partner. Recurring monthly charges for Internet, Wi-Fi and other technology charges are allocated based on the percentage of total space allocated. Access Card System installation and programing of the key card system, Data & Phone cabling and Switches will be a monthly charge to all collocated Partners based on allocated space. The AJCC Partner may provide cash, non -cash (in- kind), and third -party in -kind contributions to cover its share of infrastructure costs. In -kind contributions cannot be used to fund non- 11 80A-211 EXHIBIT 1C infrastructure costs (such as personnel), and must be valued consistent with Uniform Guidance Section 200.306 to ensure such contributions are fairly evaluated and qualify for the AJCC Partner's proportionate share. If third -party in -kind contributions are made to support the AJCC as a whole (such as facility space), that contribution will not count toward the AJCC Partner's proportionate share of the infrastructure. Rather, the value of the contribution will be applied to the overall infrastructure budget prior to determining proportionate amounts and thereby reduce the contribution required for all AJCC Partners. a. Cash Cash funds provided to the SAWDB, or its designee, by AJCC Partners, either directly or by an interagency transfer, or by a third party. b. Non -Cash Expenditures incurred by AJCC Partners on behalf of the AJCC; and Mon -cash contributions or goods or services contributed by a Partner program and used by the AJCC. c. Third party to -kind Contributions of space, equipment, technology, non -personnel services, or other like items to support the infrastructure costs associated with AJCC operations, by a non-AJCC Partner to: Support the AJCC in general; or, Support the proportionate share of AJCC infrastructure costs of a specific Partner [20 CFR 678.720; 20 CFR 678.760; 34 CFR 361.720; 34 CFR 361.760; 34 CFR 463.720; and 34 CFR 463.760]. 16) OTHER AJCC DELIVERY SYSTEM COSTS - In compliance with WIOA.Joint Rule Section 678.760, the AJCC Partners will use a portion of funds made available under their authorizing federal statute (or fairly evaluated in -kind contributions) to share the additional costs relating to the operation of the One -Stop delivery system. These costs may be shared through cash, non -cash, or third -party in -kind contributions. As required by W SD 16-09, the amount of funds that the AJCC Partner has budgeted to expend on applicable career services and other shared services, which cumulatively with the other AJCC Partners budgeted amounts shall form the Comprehensive Cost Allocation and Partner Contributions. a. Career Services Applicable to the AJCC Partner The AJCC Partner shall provide applicable career services to clients as set forth in the Santa Ana AJCC Partner Services. The agreed upon Applicable Career Services Budget is set forth. in Attachment 3-1 attached hereto and incorporated herein by reference. This budget consists of the AJCC Partner's costs for the service delivery of each applicable career service indicated in the Santa Ana AJCC Partner Services. b. Required Consolidated Budget for the Delivery of "Applicable Career Services" The other system costs budget must be a consolidated budget for applicable career services. This budget must include each of the Partnees costs for the service delivery of each applicable career 12 80A-212 EXHIBIT 1C service and a consolidated system budget for career services applicable to more than one Partner as indicated in the Comprehensive Cost Allocation and Partner Contributions. AJCC Partners understand that while only collocated Partners share infrastructure costs, at this time, all AJCC Partners must share in other System costs through non -cash (in -kind) contributions as set forth herein. Parties agree that the use of high -quality, integrated data is essential to inform decisions made by policymakers, employers, and job seekers. Additionally; it is vital to develop and maintain an integrated case management system, as appropriate, that informs customer service throughout customers' interaction with the integrated system and allows information collected from customers at intake to be captured once. Parties further agree that the collection, use, and disclosure of customers' personally identifiable information (P11) is subject to various requirements set forth in Federal and State privacy laws. Partners acknowledge that the execution of this MOU, by itself, does not ftmetion to satisfy all of these requirements. All data, including customer PI1, collected, used, and disclosed by Partners wilt be subject to the following: a. Customer PIT will be properly secured in accordance with the SAWD13's policies and procedures regarding the safeguarding of PII; b. The collection, use, and disclosure of customer education records, and the P11 contained therein, as defined under FERPA, shall comply. with FERPA and applicable State privacy laws; c. All confidential data contained in Unemployment insurance wage records must be protected in accordance with the requirements set forth in 20 CFR part 603; d. All personal information contained in. Vocational Rehabilitation records must be protected in accordance with the requirements set forth in 34 CFR 361.38; c. Customer data may be shared with other programs, for those programs' purposes, within the AJCC network only after the informed written consent of the individual has been obtained, where required; £ Customer data will be kept confidential, consistent with Federal and State privacy laws and regulations; and, g. All data exchange activity will be conducted in machine readable format, such as HTML or PDF, for example, and in compliance with Section SUS of the Rehabilitation Act of 1973, as amended (29 U.S.C. § 794 (d)). 13 80A-213 EXHIBIT 1C All AJCC and Partner staff will be trained in the protection, use, and disclosure requirements governing Pll and any other confidential data for all applicable programs, including FERPA- protected education records„ confidential information in UI records, and personal information in VR records. 18) CONFIDENTIALITY All parties expressly agree to abide by all applicable Federal, State, and local laws and regulations regarding confidential information, including PlI from educational records, such as but not limited to 20 CFR Part 603, 45 CFR Section 205,50, 20 USC 1232g and 34 CFR part 99, and 34 CFR 361.38, as well as any applicable State and local laws and regulations. Each party will ensure that the collection and use of any information, systems, or records that contain PII and other personal or confidential information will be limited to purposes that support the programs and activities described in this MOU and will comply with applicable law. Each party will ensure that access to software systems and files under its control that contain PII or other personal or confidential information will be limited to authorized staff members who are assigned responsibilities in support of the services and activities described herein and will comply with applicable law. Each party expressly agrees to take measures to ensure that no PII or other personal or confidential information is accessible by unauthorized individuals. To the extent that confidential, private, or otherwise protected information needs to be shared amongst the parties for the parties' performance of their obligations under this MOU, and to the extent that such sharing is permitted by applicable law, the appropriate data sharing agreements will be created and required confidentiality and ethical certifications will be signed by authorized individuals. With respect to confidential unemployment insurance information, any such data sharing must comply with al I of the requirements in 20 CFR Fart 603, including but not limited to requirements for an agreement consistent with 20 CFR 603.10, payments of costs, and pennissible disclosures. With respect to the use and disclosure of FERPA-protected customer education records and the PH contained therein, any such data sharing agreement must comply with all of the requirements set forth in 20 U.S.C. § 1.232g and 34 CFR Part 99. With respect to the use and disclosure of personal information contained in VR records, any such data sharing agreement must comply with all of the requirements set forth in 34 CFR 361.38. 19) PRESS RELEASES AND COMMUNICATIONS All parties shall be consulted and notified prior to communicating with the press, television, radio or any other form of media regarding its duties or performance under this MOU. Participation of each party in presstmedia presentations will be determined by each party s public relations policies. The parties agree to utilize the AJCC logo developed by the State of California and the SAWDB on buildings identified for AJCC usage. 14 80A-214 EXHIBIT 1C O Accessibility to the services provided by the AJCCs and all Partner agencies is essential to meeting the requirements and goals of the local AJCC network. Job seekers and businesses must be able to access all information relevant to them via visits to physical locations as well as in virtual spaces, regardless of gender, age, race, religion, national origin, disability; veteran's status, or on the basis of any other classification protected under state or federal law. All parties to this MOU certify that they prohibit, and will continue to prohibit, discrimination, and they certify that no person, otherwise qualified, is denied employment, services, or other benefits on the basis of. (i) political or religious opinion or affiliation, marital status, sexual orientation, gender, gender identification and/or expression, race, color, creed, or national origin; (ii) sex or age, except when age or sex constitutes a bona fide occupational qualification; or (iii) the physical or mental disability of a qualified individual with a disability. 22) GRIEVANCES AND COMPLAINTS PROCEDURE The AJCC Partner agrees to establish and maintain a procedure for grievance and complaints as outlined in WIOA. The process for handling grievances and complaints is applicable to customers and Partners. These procedures will allow the customer or entity filing the complaint to exhaust every administrative level in receiving a fair and complete hearing and resolution of their grievance. The Partner further agrees to communicate openly and directly to resolve any problems or disputes related to the provision of services in a cooperative manner and at the lowest level of intervention possible. All Partners agree to inform each other immediately when a customer violates an established policy that would require them to be banned from the center or involves police authorities. • The AJCC Partner agrees to ensure that the policies and procedures as well as the programs and services provided at the AJCC are in compliance with the Americans with Disabilities Act ("ADA") and its amendments. Additionally; the SAWDB and the AJCC Partners will ensure that policies and procedures established by the SAWDB and the AJCC Partners are in compliance with the ADA. In accordance with provisions of Section 895.4 of the California Government Code, each signatory hereby agrees to indemnify, defend and hold harmless all other signatories identified in this MOU from and against any and all claims, demands, damages and costs arising out of or resulting from any negligent acts or omissions which arise from the performance of the obligations by such indemnifying party pursuant to this MOU. In addition, except for Departments of the State of California which cannot provide for indemnification of court costs and attorney's fees under the indemnification policy of the State of California, all signatories to this MOU agree to indemnify, defend and hold harmless each other from and against all court costs and attorney's fees arising out of or resulting from any negligent acts or omissions which arise from the performance of the 80A-215 EXHIBIT 1C obligations by such indemnifying party pursuant to this MOU. It is understood and agreed that all indemnity provided herein shall survive the termination of this MOU. 25) SEVERABILITY If any part of this MOU is found to be null and void or is otherwise stricken, the rest of this MOU shall remain in force. 20 DRUG AND ALCOHOL -FREE WORKPLACE All parties to this MOU certify they will comply with the Drug -Free Workplace Act of 1988, 41 U.S.C. 702 et seq., and 2 CFR part 182 which require that all organizations receiving grants from any Federal agency maintain a drug -free workplace. The recipient must notify the awarding office if an employee of the recipient is convicted of violating a criminal drug statute. Failure to comply with these requirements may be cause for suspension or debarment under 2 CFR part 180, as adopted by the U.S. Department of Education at 2 CFR 3485, and the U.S. Department of Labor regulations at 29 CFR part 94. 27) CERTIFICATION REGARDING LOBBYING All parties shall comply with the Byrd Anti -Lobbying Amendment (31 U.S.C. Sectioni352), 29 C.F.R. Part 93, and 34 CFR part 82, as well as the requirements in the Uniform Guidance at 2 CFR 200,450. The parties shall not lobby federal entities using federal fiends and will disclose lobbying activities as required by law and regulations. 28) DEBARMENT AND SUSPENSION All parties shall comply with the debarment and suspension requirements (E.0.12549 andl2689) and 2 CFR part 180 and as adopted by the U.S. Department of Labor at 29 CFR part 2998 and by the U.S. Department of Education at 2 CFR 3485. 29) PRIORITY OF SERVICE All parties certify that they will adhere to all statutes, regulations, policies, and plans regarding priority of service, including, but not limited to, priority of service for veterans and their eligible spouses, and priority of service for the WIOA title I Adult program, as required by 38 U.S.C. sec. 4215 and its implementing regulations and guidance, and WIOA sec. 134(c)(3)(E) and its implementing regulations and guidance. Partners will target recruitment of special populations that receive a focus for services under WIOA, such as individuals with disabilities, low-income individuals, basic skills deficient youth, and English language learners. 30) BUY AMERICAN PROVISION Each party that receives funds made available under title I or Il of WIOA or under the Wagner- Peyser Act (29 U. S.C. Section 49, et. seq.) certifies that it will comply with Sections 8301 through 8303 of title 41 of the United States Code (commonly known as the "Buy American Act.") and as referenced in WIOA Section 502 and 20 CFR 683.200(l). Ir 80A-216 EXHIBIT 1C Each party certifies that, when operating grants funded by the U.S. Department of Labor, it complies with TELL 05-06, Implementing the Salary and Bonus Limitations in Public Law 109- 234, TELL 17-15, Workforce Innovation and Opportunity Act (WIpA) Adult, Dislocated Worker and Youth Activities Program Allotments for Program. Year (PY) 2017; Final PY 2017 Allotments for the Wagner-Peyser Act Employment Service (ES) Program Allotments; and Workforce Information Grants to States Allotments for PY 2017, Public Laws 114-113 (Division II, title 1, Section 105) and 114-223, and WIOA section 194(15)(A), restricting the use of federal grant funds for compensation and bonuses of an individual, whether charged to either direct or indirect, at a rate in excess of the Federal Office of Personnel Management Executive Level II. 32) TERMINATION This MOU will remain in effect until the end date specified in section 4 above, unless: a. Federal oversight agencies charged with the administration of WIpA are unable to appropriate funds or if funds are not otherwise made available for continued performance for any fiscal period of this MOU succeeding the first fiscal period. Any party unable to Perform pursuant to MOU due to tack of funding shall notify the other parties as soon as the party has knowledge that funds may be unavailable for the continuation of activities under this MOU; b. WIOA is repealed or superseded by subsequent federal law; c. Local area designation is changed under WIOA; and, d. A party breaches any provision of this MOU and such breach is not cured within thirty (30) days after receiving written notice from the SAWDB Chair (or designee) specifying such breach in reasonable detail. In such event, the non -breaching party(s) shall have the right to terminate this MOU by giving written notice thereof to the party in breach, upon which termination will go into effect immediately. In the event of termination„ the parties to the MOU must convene within thirty (30) calendar days after the breach of the MOU to discuss the formation of the successor MOU. At that time, allocated costs must be addressed. This MOU is of no force or effect until signed by authorized representatives of the participating parties, and approved by the Chief Local Elected Official or his/her designee. The MOU, once signed, becomes part of the local WIOA Plan. Any party may withdraw from this MOU by giving written notice of intent to withdraw at least thirty (30) calendar days in advance of the effective withdrawal date. If agreed to by all parties, the timeframes for notice may be reduced or extended. Notice of withdrawal shall be given to the SAWDB at the address listed in the signed attachments of this MOU, and to the contact person so listed, considering any information updates received by the parties, a courtesy notification shall be made to all parties of this MOU in a timely manner. 33) NOTICES All notices, requests, claims, correspondence„ reports, statements authorized or required by this Agreement, and/or other communications shall be addressed as follows: W 80A-217 City of Santa Ana: City of Santa Ana Administration Services 801 W. Civic Center Dr., Suite 200 Santa Ana, CA 92701 Partner: SER-Jobs for Progress, Inc. 255 N. Fulton St. #106 Fresno, CA 93701 34) INSURANCE The AJCC Partners agree that their current in force insurance or self-insurance coverage programs shall apply to their operations performed under the Workforce Innovation Opportunity Act and at the SAWC, including commercial general liability, property damage liability, business personal. property, workers' compensation and employee dishonesty/crime coverages. The City of Santa Ana shall be named as additional insured for such insurance and the coverage shall be primary and non-contributory with regard to the City. 35)AUTHORITY AND SIGNATURES The individuals signing this MOU and its attachments, which are incorporated herein by reference, have the authority to commit the party they represent to the terms of this MOU, and do so commit by signing. ATTACHMENTS Attachment 1: AJCC Partners Location and Map Attachment 2: Santa Ana AJCC Partner Services Attachment 3: AJCC Comprehensive Infrastructure Budget, and Other System Cost Budget Attachment 3-1: Applicable Career Services Attachment 4: Comprehensive Cost Allocation and. Partner Contributions Attachment 5: Office Lease Im 80A-218 EXHIBIT 1C 11 US MEMORANDUM OVUNDrj6'r,%Nf)l\slGJ is Irercby sagtecd and agreed to on the Elate first w4fell above. FOR vit..' crry 01"SANTA ANA Attest: momm Mitre, Adincierk or tiecoo,cii Recommended for Approval: Steven A. A1cndnza. Escnnivc 6d—"tr — Community Development Agency City of Santa Ana: Steven A. Menclent, Acting City Manager Approved as to Forni: Sonia K. CasVfllhoCity Attonvy RY-in O. lludpc. Assistant City Attorney FOR SANTA ANA WORKI-ORCE� ULVELOMIENTROAltlY SusLev Sanclicz., Chair rORANIFRICAOS JOB CE\FFR OF CALIFORNIA PAWl'SER SER-Jobs Epr2rorcss Inca_._� AJC Parma ri Address 19 80A-219 EXHIBIT 1C THIS MEMORANDUM OF UNDERSTANDING is hereby signed and agreed to on the date first written above. laiO7t➢' � .. Attest: Norma Mitre, Acting Clerk of the Council Recommended for Approval: Steven A. Mendoza, Executive Director Community Development Agency Stacey Sanchez, SER-Jobs for Progress, Inc. AJCC Partner Esteban Gonzales, SCSEP Director 255 N Fultgn St #106 Fresno CA 93ZQI Address City of Santa Ana: Kristine Ridge, City Manager Date as to Form: uplho, City Attorney Assistant City Attorney 19 80A-220 EXH I gg)"tvent 1 Partner Program Partner Authorization/Category Physically Organization Co -Located Title I Adult, Dislocated City of Santa Ana~ Workers and Youth WIOA Title I Adult, Dislocated Workers, Youth Yes Programs programs Rancho Santiago WIOA title 11 Adult Education and Family Adult Education/ Community College Literacy Act (AEFLA) program Career and technical education (CTE) Literacy and Carl Perkins District Career Technical programs at the postsecondary level, No Education authorized under the Carl D. Perkins Career and Technical Education Act of 2006 (20 US.C. 2301 et seq.) Wagner-Peyser Employment _ WIOA title III Wagner-Peyser Employment Development Services, authorized under the Wagner-Peyser Yes Department (EDD) Act (29 U.S.C. 49 et seq.), also providing the state's public labor exchange. Employment Veterans Development Jobs for Veterans State Grants (JVSG), Yes Department (EDD) authorized under chapter 41 of title 38, U.S.C. Employment Trade Adjustment Assistance (TAA), Trade Act Development authorized under chapter 2 of title II of the Yes Department (EDD) Trade Act of 1974 (19 U.S.C. 2271et seq.) Unemployment Employment Insurance (Ul) Development Unemployment Insurance (UI) programs under No _ Department (EDD) state unemployment compensation laws. State Department of WIOA title IV State Vocational Rehabilitation Vocational Rehabilitation program authorized under title I of the Yes Rehabilitation Services Rehabilitation Act of 1973 (29 U.S:C. 720 et seq.) Temporary Assistance Social Service Temporary Assistance for Needy Families for Needy Families Agency -Family Self- (TANF), authorized under part A of title IV of Yes (TANF) Sufficiency the Social Security Act (42 U.S.C. 601 et seq.) Senior Aid Program Senior Community Service Employment Senior Aid Program Regions II & III Program (SCSEP), authorized under title V of Yes SER-Jobs for the OlderAmericans Act of 1965 (42 U.S.C. Progress, Inc. 3056 et seq.) Job Corps Long Beach Job Corps WIOA Title I C, Jobs Corps No Native American Southern California Indian and Native American Programs (Section Programs Indian Center 166) No Housing & Urban Santa Ana Housing Housing & Urban Development (HUD) Development Authority Yes Adult Demonstration Orange County Reentry Employment Opportunities (ED) Sheriff's Department programs authorized under sec. 212 of the No Second Chance Act of 2007 (42 U.S:C. 17532) and WIOA sec. 169 80A-221 EXHIBIT 1C WORK a aCENTERJOB OF CALIFORNIA AND ITS PARTNERS Santa Ana WORK Center America's Job Center of Californta 801 W.CNICCenterDr. SantaAna, CA92701 Partners: Employment Development Department State Department of Rehabilitation O.0 Social Services Agency 600dwill industries SEPJSeniorAtd Program tearn4 1fe 0 on Ceatennlal Adult Education 290{1W. Edinger Ave. Santa Ana, CA 92704 Santa Ana College 1530WAMSt Santa Ana, CA 92706 College&Workforce Preparation Center 1572 N. Main St. Orange,CA92867 State Departmentof 0 Rehabilitation 7097he City drive, Suite 110 Orange CA 92868 Social ServtcesAgency 1928S.Cuand Ave Santa Ana,CA92706 Aj C7EJROPValt0y High School 1801&GreenvRie 5anta MACA92704 Long Beach Job Corps 1903 Santa FeAve. Long Beach,CA90810 Asian American { Senior Center MN. Birch St Santa Ana. CA 92701 Remington Education Center h 1325 E.4th St. gar Santa Ana,CA 92701 EXHIBIT 1C N d t V a a m m m m cs r N O L F ~ cl a = F 1= 4 a m n a r 00 co E M LY M M M M e-I ti N a-1 co a-t w co r6 e-F � 0 n op w a vai F L ,y- n n c iri ao co d O m cn M co N aYi M Oa o .es a0LK `"� re` a-s' .•n` eu w F n {C Lr +Q m ei yL` Ui M N O L R O � H N a~-4 eN-1 M .✓ c o e F, H � . a+Ln m .tF vi ui cf Lr ` ` rsi it r.i ai v r m si ly rc n ly C �` N [V N Ol M Qo R tti N H a-1 s-I H a-1 N �•1 s-i "'� N c-B N w F N N E E 0 E 6 0 N o 'a 0 c v a c°io w� wqq w aaoon " o �+ n 4 •'' w m yr c a rar G? a v Q g a Ln = Q N L a W c3i�^ s E o o 'C o f G o 'C 'T�i ®:a Val 7 N c CAS ca a6 e 0 a e E °• a P- 16a a. Q, `cl_ �, ,a. is _ V E v E C= ".. o �a o q no •C as 5 7 � 'G 7 u wu a a E a E aw� ,_ N yaa n� w p C O 7 C � wq wa wq w❑ ccV anW m` vg�V N � � C E 0 m U N E < ato o ` o ., a u .cx a a CL � c u o a ccN o u a E v aC° a 7 C N a 4 LD N R.. o a O C O i ¢> ems. a,p Q m " 1? N a o 0 V r s 5 > r u w E z^ r q 80A-223 m 3 E d c. c 0 .Ti EXHIBIT 1C c,, TO W m d as v 80A-224 EXHIBIT 1C m V. O W L^r L1 W G 2 Li 'i 6� •P/1 V CL ' cn xbo Qi [y N ^L•}Y tN C' O E c0 V F 0 ,W � C tit, � 0 a' O 11-0 ti E. iY a C ^p dY 0 a cUi r5 ?w ¢a T 2 E c� 9 C� rF si CL Ate- it -g vy b a 0. C N C } a td `� L G p• •19 G} U C °D C Y L CO ua .9 Gw" y w 6i F w =Fr c L L as E o too cr W.S0 E gy W C yy CL OL iD 'G T Rp V .yy N SIT i3 .«U. U SJ CA G..,es 1. 4rD w ` 4 �Y � } •2 N Y J� E 6 U Q v o W a `� QQ�i ��^ CAa. •� Ln` . �J .i C O Vi O b. u ke 'Y d O E N e*i 80A-225 N m m WA EXHIBIT 1C � w7 k`: CO EXHIBIT 1C ,II N M c O G rl CS M > O U �S 'O flc}Y tom' L 4� VY S1 y Y E N O ® a G -4 a` Ln V ryY p �_ dpy 6 G6 a ba � R tlk � �qy � N •h,7 L•' C _'� ❑ N O L y a O GL "" A� CY p G•? � � O �5 L ' '6•Y N y er en p w % N � S?.•y � N .L. 6 •O5 p � ��Uj � � � • N ca PJ (U Lz 0 ,p L •NU m.e li > p® a a, E • G a} _ sz cq ti mac^ «Eye b'GaEs W, c' oc `°EEC ENE G �y a F L �3 ^o l G N a LZ.•UM o tL o Ou 3 ai W aA.. o o Er Rc f kr; b n 80A-227 EXHIBIT ]C < CM k 2 § ` | ®®®))=2 ®®®kt ƒ)(())}{ 00 <MR3z EXHIBIT 1C Attachment 3 Santa Ana Workforce Development Board A1CC comprehensive infrastructure Budget, and Other System Cost Budget TOO Casts SEa3.tan . to Bent Costs Total Monthly Property Rem Ofor 3 3We or Monthly Lost Monthly Property Rent 2 cubicle Total Monthly q Remand E con M Firstyear -cost , Base Rent Incl. lanRarial. Maint and UOIKIas S42,50620 5481.87 $963.75 $963.75 $13,010.6 operational Coat 2%of'Rem Management Fee 1.76%of Rent Tana nt $4 ,506. UUIBIes/Mafnt Torephone Sembpes Per Person Monthly tests of Da Tone and Voice Mall Assigned $1,955.00 $42.50 $85.00 $0.00 $85.00 $892,50 Shared Phones by usage persentage $212.50 $2.40 $4.82 $0.001 $4.82 $So-so Socurity6itordiAnnualI Includes$840 Parking $1,137.22 $94.77 $94.77 $852.91 Total Utilities/Maintenance 1 $44.90 $184.59 $0.00 $164.59 $1,795.97 'Equipment New Phone System Phones by assigned phones $9,53629 $3.71 $7.43 $0.00 $7.43 $77.99 Shared flask Phones $687.86 50.1 $ 25 $0.00 So. $0. Licenses assinned Phones $4,680A8 $1.86 $3.71 $0.00 $3.71 $39.01 Licenses 557.200 5011 - $0.21 $0.00 - $0. 11 $223 Switches $5,035.07 $i.01 $1.00 $0.00 $1.00 $20.15 Nevis Phone System Annual Support Cost .0 1. 6 - 1. Total Equipment $21.478.97 $7.T $15.36 $0.90 -$1536 159.20 44"Technologv and Access Casts Network Wireless Bride Network $1080.23 52.62 $5.32 50.00 $5.32 Accos'S tem/Card Key Card ftstern 517,194.28 $6.50 $0.00 W50 $68.20 Data& Phone Cabiin cabling:$58,097.10 $21.95 $0.00 $21.95 $230.41 in€canation Tec noogy Cost Per Month Wireless Network Bridge Maintenance $7.425.00 L$1.40 $2.81 $0.00 $2.81 $29.45 *'"Printers Annuall Resource om use clientson $6,523.20 $2.47 $0.00 $2.47 $25.88 staff only $4,194.60 $1.59 $0,00 $1.59 $16.64 Total Technology and Access $107,514,41. $0.00 $20.2 $40.63 $0.00 $40.63 $426,32 In -Kind Infrastructure Total $130,048.30 542,506.20 ;= i . F554n7 . ,u 35. s1i5 Erpntpmonf is a 5 year axwrttmrion C.WeftSea mox! 6p. hilrepment rs charged of ooft,aI cast forasdan d n rarres to aarrxers. $ basfa phones are shared phones aped charged by percearage -• rechepalogy and Access Costs are all bosad on parcensage and amortired over Syears *'7echno1ogyamd Access Costs are all based on percenrage and Anmrrised open 5 years f i]9�adonths, 2.cubkles of A673.72; 3-months, 3-cubklesot $4,336.86; Totat$13,01aSd/ 80A-229 EXHIBIT 1C Attachment 3-1 APPLICABLE CAREER SERVICES Sharma Other Una-Stoo Delivery Svstem Costs The budget must include "applicable career services" as well as any other shared costs agreed upon by the AJCC partners. While only co -located partners share infrastructure costs, all One -Stop partners must share in other system costs, including applicable career services. Required Consolidated System Budget for "Applicable Career Services" Summary of Career Services Applicable to Each AJCC Partner The MOU requires identification of the career services that are applicable to each partner program (Attachment 2). Accordingly, this budget includes each of the partners costs for the service delivery of each applicable career service. Unlike infrastructure cost sharing, other system costs, including "Applicable Career Services" are not limited to the non -personnel costs and should include all costs related to the administration and delivery of those services. AJCC Applicable Career Services SER Career Services: $4120.67 • Eligibility Determination (1) • Outreach, Intake and Orientation (2) • Initial Assessment (3) • Job Search; Placement Assistance, and Career Counseling (4) • Employment statistics -Labor Market Information (5) • Eligible Provider performance and program Cost Information (6) • Local Performance Information (7) • Supportive Services' Information (8) • Unemployment Compensation(9) • Eligibility Assistance(10) • Follow -Up Services(l 1) • Comprehensive and Specialized Assessments(12) • Individual Employment Plan Development (13) • Group Counseling (14) • Individual Counseling and Career Planning (15) • Case Management (16) • Short -Term Prevocational Services (17) Training $4120.67 • Occupational Skills Training (1) • On -the -Job Training (OJT) (2) • Workplace and cooperative education (3) • Training programs operated by the private sector (4) • Skills upgrading and retraining (5) • Entrepreneurial training (6) • Job -readiness training (7) • Adult Education and Literacy programs (8) • Customized training (9) Employer Services $0 80A-230 hlBlnY me APPLICABLE CAREER SERVICES • Employer needs assessment (1) • Job posting (2) • Applicant pre-screening (3) • Recruitment assistance (4) • Training assistance (5) • Labor Market Information (6) • Employer information and referral (7) • Rapid Response and Layoff Aversion (8) Total Career Service Cost $8,241.34 80A-231 c tai i 05 N N. vF � W VL ih; vY L •'f V 13 Y Cf' f W O S N tG R m lnO � !V 6 b � m W iM1 r O •V 6 � H ePY � V V � Q OC O ; ,a V% U Qi �:a ro 3 Oy 6 LL L a gq.. p�ggly q a to N i— i m i M 8 s@ N � EXHIBIT 1C 80A-232 EXHIBIT 1C A-2017.264 ' Attachment 5 OFFICE LEASE THIS OFFICE LEASE ("Lease") Is made and entered into by and between CF SANTANA, LLC, a Delaware limited liability company ("Landlord'I and the Tenant described In Jtea 1 of the Basic Lease provisions as of the Effleedve Date. BASIC LEASE PROVISIONS I. Tenant: THE CITY OF SANTA ANA,a chatter city and municipal corporation. 2. Descripflun of project; Building; Promises: 2.1, Project. As used heroin, the "Project' means that certain commercial office building project, with all common cress 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 root property an which the Building Is located, 2.2 Building: As used herein, the "Building" means the commercial office building located at and commonly (mown as 801 West Civic Drive, Santa Ana, California. 2,3 Rentable Area of Building: 124,166rentableaquane feet ("RSF') 2.4 Promisaso A potion or the second (2"a) Hoar of the Building known as Suite 200, as depicted on Exhibit attached hereto, 2.5 Rentable Area of Premises; 19,321RSF, 3. Term: 3.1 Target Dolivery Date: April 1, 201 R. 3.2 Commencement Date; The Delivery Data, 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 Data occurs. 3.4 options to extend the Term: Two (2) options to extend the Temn for an Extension Term of sixty (60) months, In accordance with Sectiou32.2, below and Schedule') -I" of Exhibit 'T attached hereto. 4, Base Rent: During the Initial Term, Base pent shall be payable at the fpllowing rates: Months Monthly Base Rental Rate Base Rent ($/RSF/mo) ($/mo) 1-12 $2,2000 $42,506.20 13-24 $2,2660 $43,781.39 25-36 $2,3340 $45,094.83 37-49 $2.4040 $46,441.67 49.60 $2A761 S47,841.10 5. Additional Rent: 5,1 Teaaut's percentage Share: 15,561% 52 Daw Year: 2019 6. Seca0ty Deposit: None 7. Pern:lued Use: General oDice use and other lawful incidental uses, consistent with a first class, high-rise commercial oltiee project, 8. Panting Number: The whole numher closest to the product or (a) the cumber oiRSF contained in the Premises and (b) 0,004 (such that It is agreed (hot the Parking Number with IVspat:( to the Initial Premises is eighty-two (S2))• 9. Brokers; Lee Fe Associates Realty Group Newporl Beach, Inc., mpreseming'feaml, and .tones Lung LaSalle Brokerage, representing Lundlord, 10. Address for Payments: All payments payable to Landlord under this Lease duall be sent to the fallowing address nr to such other 901 If' Cade Ceder Dr—Cfly g 'Snnru Ann Leme <_ 80A-233 EXHIBIT 1C 11, AddressfurNaticos: I I.I To Tenant: address as Landlord may designate, or by wire transfer. Irilycheok: If by wire Irnnsfer; CF Santana LLC c/o Ocean West Manngement Servtecs 33351 Collection Center Drive Chicago, IL 60693M333 Reperence: City ofSanlaAna/.Sulte200 Prior to the Commencement Date; City ofSanta Ana Clerk of the Council 20 Civic Center Plaza, M.30 Santa Ann, CA 92702 Attn: [[ 1 Aifierthe Commencemenll tte: At the Premises: Attn: Deborah Sanchez Bank Name; Bank ofAmerica N. A. Bank Address: 100 W. 33rd Street New York, NY 100 Account Name: CF Santana LLC Accog: 4451112624 ABA#: 1110000 12 Raroncnce; City of Santa Ana/Suite 200 With a coov to: City of Santa Ana Clerk of the Council 20 Civic Center Plaza, M•30 Saafa Ana, CA 92702 Attn: [f 1J With a copy to: City Attorney's Office — City of Santa Ana 20 Civic Center Plaza, M-29 Santa Ana, CA 92702 1 L2 To Landlord: CF Santana LLC With a copy to; CIO OW Management Services, lno. 315 W. 9" Street, Suite 809 Zuber Lawter & Del Duce LLP Los Angeles, California 90015 777 South Figueroa, 37" Floor .__.___, Athi-i Ted- BiscFnk._.__..__._....._.._.., .. _-,.. _.. __.._Us2U eles,CA:90017— --__ ._ ._.. Ann: David B, Lambert, Bsq, This Lease shall consist of the foregoing "Basic Lease Provisions", consisting of Items I dirough •I I above, the "Standard Lease Provisions", consisting orArdeleg I through 17 which fiillow, and Gslsibtts "A" through inclusive, all of which are Incorporated herein by this reference. In the event of any conflict between any of the Do* Lease Provisions and any of the Standard Lease Provisions, the Standard Lease Provisions shall control. Any Initially capitalized terms used herein and not otherwise de0ned shall have the mcanings,set forth in the Standard Lease Provisions. � , 881 O'C(rie Cenrar Dr—Clq, n/'Suurn:Ina Leaso 80A-234 EXHIBIT 1C STANDARD LEASC PROVISIONS ART CIZ I — DEFINITIONS 1.1 "Additional Rant" meats all amounts other than Base Rent that are payable by Tenant to Landlord pursuant to this Lease, whether or not denominated us such. 1.2 •"AftiliaW' means, with respect to any designated Person, any Person that is directly or indirectly Controlled by, under common Control with or that Controls such designated Person. 13 "Alterations" means any alterations, additions, improvements, removals or replacements to the Premises (including, without limitation, the Tenant Improvements. If any) or any other portion of the Building or Project, 1.4 "Approved Governmental Cntities"means ail ofthe State and County agencies listed in Exhihit""MM' attached hereto, 1.5 "Base Rent" means rental amounts that are payable by Tenant to Landlord pursuant to section 411 below. 1.6 "Building Systems" means the primary utility and mechanical systems, Including, without limitation, the primary life surety, electrical, heating, ventilation and all, conditioning ("HVAC" ), plumbing or sprinkler systems for the Building and/or the PrQlect (and for the avoidance of doubt, it is understood and agreed diet the Building Systems do not: (1) include any portions of any such systems and equipment that are installed within or that exclusively serves ally particular rentable space in the Building or Praject (such as, without limitation, any extension or distribution of services or utilities from the Building Systems serving such space) or (b) any; (1) supplemental or specialty electrical, mechanical, plumhfng, healing, ventilation or air conditioning systems, pxtures or equipment; III) supplemental or epecinity fire, lire, safety or seourity systems, fixture or equipment; (ill) any video, audio, communications or computer systems, fixtures or equipment (including cabling)), 1.7 `Casualty" is defined In Section 13.1 I, 118 "Casualty Dull Is defined in Section 13 1 1. 1.9 "Claims" means, collectively, claims, losses, darnages, obligations, liabilities, costs and expenses, including, but not limited to, reasonable attorneys" fees slid legal costs. 1110 "Common Arons"manes die lobby, plaza and sidelvalkarcas, acoessways, Parking Facilities, and die area on individual floors in the Building devoted to corridors, fire vestibules, elevators, foyers, lobbies, electric and telephone closets, restrooms, mechanical rooms, janitor's closets, and other similar facilities for the benefit ol'all tenants and Invitees and shall also mean those areas of the Building devoted to mechanical and service romps servicing the Building, aommmrians. I.II "Comparable Buildings" means comparable Class "A" office buildings in the Market at the time the Extension Ton 1.12 "Control" or"Cor lling"" means possession of die direct or indirect power to direct or cause the direction of die management and policies of a Person, or ownership of any sort. 1.13 "Damage Notice" is defined in Section 13.1 I, 1,14 "Default Rote" means on annual rate of interest equal to lesser or., (a) eighteen percent (18%) per annum or (b) the maxinum conheut amount allowed by Law, 1.15 "Delivery Condition" means (and the Premises Shull be in Delivery Condition) upon Substantial Completion ofthe Premises, 1.16 "Delivery Date" means the date on which Landlord tenders to Tenant delivery of possession of the Premlaes in die Delivery Condition; provided that if the dale on wbioh the Premises are in Delivery Condition is delayed as result of any Tenant Delays, then for purposes of determining the Cauvuenccnicnl Dnle, ilia Delivery Date Shall be deemed to occur on the date that the Premises would have been in Delivery Condition lint] Rich Tenant Delays not occurred, as reasonably detennhned by Landlord. below. 1,17 "Ell Date' means -tile data upon which this Lease s executed by Landlord, as indicated benoath Landlord's signature black I,is "En ell ell ran ells"means liens, claims, stop notices and violation notices. 1.19 •"Env]imnnnentul I.awe" means and includes all now and herenli er existing statutes, laws, ordinances. codes, regulations, ntics, rnlings, orders, decrees, directives, policies and;equircnrents by any federal, state or IOC91 governmental authority regulating, relining to, ar imposing Ihdiillty or standards urconduct concerning Pull lit' Ile OIL It and safety or the environment. 1.20 '•treat al'DeDinll" is defined in 'cctliltj 15.1 below, 1.21 "Executive Order 13224" means Executive Order 13224 signed on September 24, 2O01 and entitled '"Blocking Property and Paddbiting Transuctlons with Parsons Who Co'emll. Threaten to Commit, or Support Terrorism', 1.22 "I"Illration Doti' means, at ally particular tiniu, tit❑ date an which the Tenn is sLh❑JLLad to expire. a01 IV CIVIC Ce'ver Dr—Clo' rV,4mw.4rm Ccure 80A-235 EXHIBIT 1C 1.23 "11older"means the holder of Any Security Instrument, 1,24 "Expressly Restricted Use" means any use for: (A) offices of tiny division, agency or bureau of any foreign government or subdivision thereof, (b) offices of any health care professionals or for ilia provision of any health care services, (a) any schools, (d) may retail or restaurant uses, (a) any residential use, (n any communications uses such as broadcasting radio and/or television stations, (g) "executive suite" type uses where Office Suites file molalniaed for Individual rental, or (h) any occupancy density greater than die average Occupancy density for office tenants of the Plmject. 1.25 The "FMRR" of the Premises for a purdculnr Extension Toren (as defined In Schedule "r-I") or roe a particular Lcosed 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 fact of Rantnble 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 nonafiilieled tenants orthe Project and/or Comparable Buildfngs have agreed to pay, In current anus-longth, non-eqully (i.e., not being offered equity in ilia building), transactions for comparable space (in lens or condition, floor location, view and floor height) of a comparable size (in terms of square feet of Rentable Area), for a term equal to the Extension Term (or the term of Tenant's lease of the applicable Leased First Right Space) and with a commencement dale within six (6) months berate or after the first day of the Extension Tenn (or the applicable Offered Space Scheduled Commencement Date (as defined in Schedule "i-T, ), which rent per square foot shall take into account and make adjustment for the existence, tinting and amount of any increases in rent following term commencement in the comparison transactions, and shall atoll times take Into consideration and make adjustment for all other material differences in all forms, conditions or factors (applicable to die transaaflon in questlan hereunder or applicable In one or more of die comparison treasacdons 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 he 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 Was, the rent for all comparison transactions shall, if Applicablo, be grossed up to reflect payment of operating expenses and taxes in excess of a base yam` As of the year of connnencement of the transaction), (b) the presence, Amount or absence of brokerage commissions in wither 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 perld mtnnce 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 ilia Premises (or the Leased First Right Space) shall also be accounted for in the calculation of the FMRR (provided that if in detemaining the FMRR for a subject transaction hereunder, it is deterned that free rent or cash allowances (collectively, "Concessions") should be granted, Landlord may, at Landlord's sale option, elect all or any portion of the following: (1) to grant some or all arthe Concessions to Tenant as free rent area an improvement allowance, or (i1) to adjust the monthly installments of the Base Rent payable for the Extension Term or with respect to the Lensed First Right Space, as the case may be, to be an effective rental rate which takes into consldoralion and deducts from manthly rent the amortized amount of the total dollar value of such Concessions, anordwd on a slrnigiit line basis over the Extension 'term or die tern of Tenant's lease of the Lensed First Right Space, as Applicable in which case toe Concessions so anodized shall not be provided to Tenant). 1,26 "Force rv1ajeuva Events"means eventsdescribed in ecion 17.5 below. 1.27 "Handle", "Handled", or "klandlhhg" menus, with respect to Hazardous Materials, any installation, handling, generation, slorage, n•enunem, use, disposal, discharge, release, manufacture, rellnemeliq presence, migration, emission, abatement, removul, transporinllon, or any olheractivily of any type In connection with or Involving such Hazardous Materials. ' 1,25 "Hazardous Ivinterials" means; (a) any material or substance: (1) 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; (li) that contains peumleum, crude oil army freedom thereof; (111) tint contains polychlorinated biphenyls (11C13's); (iv) that constitutes Asbestos or aslxstas-containing material; (v) dint is radioactive; or (vi) that is infectious; or (b) any other material or substance displaying toxic, reactive, ignitable or corrosive characteristics, as ell such (aria are used is their broadest sense, 1.29 "l'loldover Rental Rate" means an amount equal to one hundred dry percent (15094) 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 ilia last month of the Term orthis Lease. 1.30 "Initial Premises" means the premises described in Item 2.3 of the Basic Lease Provisions, 1.31 "l nidal Term" means die period (which shall commence on the Commencement Date) that is described in Bein 3.3 of the Basic Leese Provisions; provided that if ilia Cominencement Date shall occur on a day other than the first day of any calendar month, fur purposes or wleulating the date on which ilia Initial Term is scheduled to expire (i.e., the Expiration Date for the Initial Tornl) aid the timing or all scheduled increases to Dose Rent during the Initial Term (but not tar any other purpose), the Comumencement Date shall be deemed to be the first day of the calendar month following (lie Commencement Date. 1.32 "Instlnrtlonal Owner Practices" means the prnetices of the majority of the Institutional owners of institutional grade first-eloss 0111ve projects In Orange County, CAllhal'nln. 1.33 '1Incrust 1111W, means An annual rate ol'hueresi equal to time Reference Rate plus two percent (20/,). 1.34 "Landlord Default"Is defined in Section 16.1 below, I.75 '-Landlord Parties" menus, collectively, Landlord, Nam West Capital partners, LLC, Fortress Investment Group, LLC, and the Pmporty Manager, and each Of (heir AFBllates and all of their respective partners. members, officers. managers. chaelos, trustees, employees, ratirces, heheticiarie's, contractors including internal Invieument eontnl Cl019 ), agents, advisors. InortgugeeY find ground lessors, agents, ailecesaors And assigns. 801 a'C1vfv C'enrer Dr-Clp, nfSuwa.4nn Lease -2- 80A-236 EXHIBIT 1C 1,36 "Landlord's Additional Insureds" mean, collectively, Landlord, Ooean West Capital Partners, LLC, Fortress Investment Group, LLC, and the Property Manager, and each of their respective ngents, beneficiaries, partners, employees, and any }holder (defined below)pf oily Security instrument (defined below) designated by Landlord as additional Insureds. 137 "Landlord's Lease llndertnklings" means each and all of the representations, warranties, covenants, undertakings, and agreements contained In Elie Lease Documents flint 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 orany govemmemal authorilyhavingjudsdiction (including, without limltalion, anyaerdf(cate of occupancy), 1.39 "Leaso Documents" means this Lease togelher with all exhibits, riders or addends attached hereto, and all amendments thereto. 1.40 "Leasehold Improvements" means all leasehold improvements existing in file Premises as of the Effective Date, the Tenant Improvements, and any additional Alterations. 1.41 ' "Market" means tile Santa AnaCivic Ceti torsubmarkel, 1.42 "Money Laundering Act" morns the Intemational 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. IA3 "Notified Party" means each Holder of which Tenant has receivedaoliee, 1.44 "OFAC" memts the Office of Foreign Asset Control of the Deparonent of the Treasury, 1.45 "Original Tenant" means the Person Identified as the "Tenant" in ti era I of the Basic Lease Information, IA6 "Parking Facilities" means doe Project's parking facilities from time to time serving the Building, 1.47 "Parking Fees" is defined in Section 4,3 below. L48 "Porking Passes" means, collectively, Unreserved Parking Passes and Reserved Parking Passes, 1.49 "Permitted Alterations" means only usual and customary maintenmme and repairs of Leasehold Improvements If and to the extent that such maintenance and repairs: (a) are of a type and extenl which ore 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) m•e in compliance with the Rules and Regulations, raid (o) will not affect the Building's structure, rite provision of services to other Project tenants, orally Building Systems. 1.50 "Person" means an individual, general or limited partnership, limited liability partnership or company, corporation, treat, estate, real estate investment trust association or any other entity. 1.51 `Premises" means fie Initial Premises as it may be expanded or reduced pursuant to any provision of this Lease or upon the agrcement ofLandlord and Tor l 1.52 "Premises Restoration" means the Restoration of die Premises and the pm'tlons of die Common Amos that are required for access to the Premises. 1.53 "Property rvlanager" means OVV Management Services, Inc., or my other Person retained by Landlord to manage and operate the Building on a day to day basis. Transfer, 1.54 "Proposed Transfer Space" menns, with respect to any proposed Transfer, the portion of fie Premises subject to mile], proposed 1.55 "Itefarrnce Rate" means lice "prime rare" or 'reference rate" announced from time to time by Bank of America, N.T. & S.A. (or Such reasonable comparable national banking institution as is selected by Landlord in the event Bank of Americo, NA'. & S.A. ceases to publish it Prime rate or reference rate). 1.56 "Rent" is defined in Section 4 4 1 below. 1.57 "Rent Delinquency° means slid shall occur upon any railee of Landlord to receive any payment of Rent on or before the date that Is five (5) days after die date such payment of Rent is due. 1.58 "Reserved Parklug Passes" means pnrking privileges to be used for parking on a thin come first served basis in "reserved parking seas" In Out Parking Facilities, as designated by Landlord, or at die election of Landlord, in reserved parking spaces lumped in the Parking Facilities. 1,59 "Restm•atlon"ts defined in Section 13.1.1, 1.60 "Review Gxpcnsas" means all review mud processing fees, and costs, as well us any reasonable pro fessfunal, ultmneys', accountants ', engineers' or otltcr cnnsulWnls' fees incurred by Landlord mating to any request by Tenant liar Landlord's consent, including, but not Ibnited Lo, wry request for consent to it proposed Trur nsfbr, 801 H'CA•ir Cenlur Dr—Clry r fSnnrn Ana Lease -3. 80A-237 EXHIBIT 1C 1,61 "Bales and Regulations" means the rules and regulations attached heroin as Exhibit "D" (which are hereby incorporated heroin and made a part hereof and any reasonable end non-discriminatory amendments, modifications and/or additions thereto as may hereafter be adopted and published by written notice to tenants by Landlord for the as rely, onto, security, good order and/or cleanliness or the Premises andlor the Project. 1.62 "Stan Nty 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 Ihture ground leases and master Itaxes of all or any part of the PmjecL, Building or Premises; (b) present end Mare mortgages and deeds of trust encumbering all or any part of the Project, Building or Premises; 0) all pasta ad return advonoes mndo underanysueh 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, whlch now or hereafter constitute a lien upon or affect the Prgject, Building or Premises. 1,64 "Subsenlit ICompleNon" (and "Subs (an tally Complete,,)Is definedinthoWork Letter. 1.65 "Taking" Is defined in Section . 1.66 "Taking Ditto" is defined in Sec3.2, 1,67 `"Target Delivery Date" means the date specified in Item3AoftheBasic Lease Provisions. 1.68 'Tenant" means the Original Tenant, and any person or entity to whom or to whioh oil 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 "Ten not Delays" Is defined In die Work Letter. 1.70 "Tenant Improvements" means the initial Alterations (if any) to be constructed and/or Installed in the Premises pursnnnf to the Work Letter (if any). 1.71 "Tenant Parties" moans collectively, Tenant, Its subtenants, assignees or other Transferees, and their respective contractors, clients, Officers, directors, employees, agents, and invitees (ench of which shall be a'Tanent 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 m• omission of Tenant or any other Tenant Party. L,73 "Tenant's Personal Property" means all of Tenant's (and the other Tenant Parties') office furniture, business and personal trade Fixtures, machinery and equipment, furniture and Pornhum systems, movable partitions, teleconuuuntcatione equipment, data cabling and other items of personal property. --- 1.74 'Term" means and shall refer to the Initial Term as it may be extended pursuant to 5-ahAles "L-I" of Exhibit"I" attached hereto and/or pursuant to the written agreement of undlold and Tenant - _ - ' 1.75 "Transfer" means and Includes any of the fallowing: (a) a sablesso sit or any pan of lie Premises, (b) an assignment of The Lease, (c) any other agreement or arrangement: it) that permits a third party (other than Tenant's employees and occasional guests) to occupy or use any portion of the Premises or (it) otherwise assigns, transfers, mortgages, pledges, hypothecates, encumbers or permits tl 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; (a) includes current financial slutemenls of the proposed Transferee certified by as officer, partner or owner thereof; (it) describes the nature of such Tri nsferec'3 business and proposed use of the Proposed Transfer Space; (a) the proposed eneeLive dale or the proposed Transfer; unit (f) all of the principal terms ofthe 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 area behalrofsuch Transferee during or with respect to such month in connection with the Transrar minus (b) the sum on (1) the Base Rent and Additional Rent payable by Tennnt under Scallions 4.2 and 4..1 of this Lease during or with respect to the same month and (11) all out or pocket costs reasonably incurred by Tenant In connection with such Transibr (such as brokerage commissions and/or improvement allowances), amortized on a straight line basis over die Latin orsuch Transfer. 1,79 "Transferee" means any Person to whom a Transfer is made. 1.79. "Unreserved Parking Passtf' means parking privileges to be used for parking on a Iirsl come first server) basis in the wens of the Parking Pacilitias designated by Landlord therefor, 1.80 1111ork Letter" means the Tenant Work Letter (i rany) attached hereto as Exhibit "C". Terms in initial capluts that are not defined in Article I shell hove the meanings given to them elsewhere in this Lease. ARTICLE 2—LEASE 01 EREM ISESI COMM ON AREAS: I'A RILING: SIGNS 2.1 Lease nl'Premises• Access' Oulet Eninvnacnf. 8At 11`014eCearur Ar_00e of8nnm.Lrn Lemur .a. 80A-238 EXHIBIT 1C 2.1.1 Landlord hereby leases (lie Premises to Tenant, and Tenant hereby lee am the Promises from Landlord, upon oil of the (elms, covcnnnts and conditions contained in this Lease. Tenant acknowledges that Landlord has not made any representation An, warranty with respect to the condition of the Framing, the Building or the Project with respect to the suitability or fitness of any of the same for Ole conduct of Tenant's Permitted Use, Ile business or par tiny other purpose, Landlord does not represent and Tenant does not rely upon any speciiic type or number of' toil Hills occupying any space In Ole Building alldlor the Project daring the Term of this Lease. Aceeptanco of possession of the Promises by Tenant shall be conclusive evidence as against Tenant trot the Premises arc then in tenantable and good condition. 2.1.2 Landlord end Tenant hereby agree (hot the number of RSF (also referred to as the "Rentable Area") contained: (a) within (the Building Is as set forth in IhoM 2,5 orthe Basic Lease Provisions and (h) within the Premises is os se( forth in Item 2 7 of the Basic Lease Provisions, 2.1.3 Subject to Landlord's access control progrvms and ilia Rules and Regulations, Tenant and its employees and invitees shall be entitled to access the Promises seven (7) days per week, twentylbur (24) hours per day. 2.1.4 Subject to all of the temps 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 Tot -in or this Lease from and against all Persons holding an Interest hi the Project from and through Landlord, 2.2 No. Relocn(ionofPro mises•RIalit orFis Q. , 2.2.1 No Rclocatlon. Landlord shall have no right to relocate any portion of die Premises located an the second (2'a) Boor of (he Building. Any relocation rights with respect to any portions of the Premises looaled on any other floor of ilia Building will be specifically negotiated in connection with Tenant's lases of any such space. 2.2.2 Right of First Offal, Tenant shall have a onedinle Right of FirsL Offer (defined below) with respect to the First Right Space (defined below) subject togild Inaccordanoewith the terms and conditions ofSche'7-2"of$,T(7ihit�`l".attached hereto. 2.3 Colman Arcas• Psrki e. 2.3.1 Common Areas, In connecdan with its lease or the Promises, Tenant shall have the non-exclusive right to use the Common Areas together with attar Persons, The Common Areas shall be subject to ilia exclusive management and control of Landlord, and Tenant sholl comply with all Rules slid Regulations pertaining to use of the Comment Areas, Landlord shall have the right from time to time to designate, relocate and limit tine use of particular arras or portions of the Common Areas. Landlord shall also have the right to close oil or any portion of the Comman Areas as may, in the sole discretion of LAndlare, be necessary to prevent a dedicotioo thereof or the accmul or any rights in any Person. 2.3.2 Rentalnnd Via of Parking Pnses• Visitor Parking, (A) Commencing on ilia Conhmeocanimt UAtc and continuing through die Term, Tenant shall rent £iron Landlord and Landlord shall provide a number of Umoserved Parking Passesequal to die Parking Number specified in Item.S of tine Basic Lana Provisions, Parking Fees shall be payable with respect to Parking Passes rented by Tenant at the rates provided in Section 4 3 1 below (which shall be subject to Abatement in Accordance with Section 4. ' below). Tina Pm•kf lg Passes arc with respect to, subject to the provisions of this Lease, use of the Parking Facilities, Ilia Parking passes provided to 'tenant pursuant to this Section 23.2 are provided to Tenons solely for use by officers, directors, end employees of Tenant, Its Affiliates, sublessees and assignees, and such posses may, not athenvise be transferred, assigned, subleased or otherwise alienated by Tenant to arty other type ortronsferee without Landlord's prior Approval. (b) The specific locations within Ilia Parking Facilities In which die Unreserved Parking Passes may be used shall be specified by and may, from time to Onto, be tabulated by Landlord in Its sale discretion, In addition, it is expressly understood and Agreed that Landlord shall have die right to implement, administer and enforce a parking management program, with respect to the Parking Facilities generally, with respect to use of one or more types or Parking Pusses In particular, And/or with respect to the use of the Parking Passes rented by one or more specific tonsillar tenants (including Tenant), widh parking management plan may include, without I11114BLIO y any Or more orthe following measure or features: oversell orpa•kfng Passes; expansion ofthe Parking Facilities to include additional parking lots orstmctures within a reasonable distance from the Building; reservation of speclOc portions of the Parking Facilities for parking by one or mmtl specific Building tenants (including Tenant) and/or for one or more Building tenants' business visitors; implementation of valet or assisted parking Prngrmns or measures; creation And allocation of tandem parking spaces to specific Building tenants; designation of visitor parking rates: and allocation of vaildotion privileges to one or more Building tenants. It is specifically understood and Agreed that if aildlord Implenhems one or nmre such measures o' features that are: (1) generally Applicable to the Perking Facilities, the costs fnourmil to Implement, administer and enforce such measures shall be included in operating Costs or (if) that are specific to Tenant, the costs incurred to Implement, administer end enforce such measures shall be reimbursed by Tenant. (a) Visitor Parking, (i) Tenant's business visitors may park In the parking Facilities, or In Cite appicuble portions thereof desiguomd by Landlord, on a Ilrst Voile, first served basis, upon payment aline prevailing foe I'ar parking charged to vdsitan to the Project. Tenant Shull have the right to purchase from Landlord, at Landlord's then prevailing me, 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 lhhlidatinns" means validations. in such fornh as Landlord; in its sole but good fbflh discretion, shall oRbr front time to time. panuitting persons aging such validations to park in the Parking Facilities for specified periods or Linde without charge ("a" A 30-admuc vadddatian wood permit parking without charge in the Parking Facilltles far a perfod up to 30 unlnutcs), "Tenant's Business Custmnen" means Persons that vigil the Picrniscs for the specific puiposeor conducting business at the Promises (and fur ilia avoidance oftluubt, shall not include ally employees orTcnnnt or any of its Tranararecs who have Offices (an wit exclusive orshmed basis) at the Promises). 81J1 4VCbvc C:nnhrpr—CIpuJSnrtln.inn Lernvv, .5- 80A-239 EXHIBIT 1C (if) Notwhhslmtdfng the foregoing, each calendar month during the Terns, Landlord shall provido to Tenant, without charge; (A) u number of Short Temt 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 or days in such calendar month (during die 'rem), in each case to be used only by Tenant's Business Customers for parking In the Parking Facilities without charge; provided that Landlord shall huve 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 Ilse third (3'd) full calendar month of the Initial 'term, end thereafter, upon expiration of each subsequent three (3) calendar month period; provided fwiher that: '(x) Landlord shall not, at any time during the Term, be required under this Section 2.3.2(e)(11) to provide a number or Project Paidcing Validations in any calendar month in excess of a number equal to the product oreighty (90) and the number of days in such calendar monilt (during the Term) and (y) any Project ParkingValidations provided by Landlord with respect to any particular calendar month that Pro not used during such calendar month shall, at the election of Landlord, either, (I ) become null and void (and be returned to Landlord) or (2) be credited against Landlord's obligations to provide Project, Parking Validations under this Section 13,fc)(ii) for subsequent calendar months. No Project Parking Validations provided by Landlord to Tenant under this Seclio 2 3 2 c i shall be used to mcommo ltie parking, without charge, by any particular Tenant's Business Customer(a), for a period in excess or three (3) hours on any day without Landlord's prior approval (and Tenant sliall not provide any particular Tenant's Business Customer more than one Project Parking Validation on any particular day). "Shaft Term Project Parldng Validations" means Project Parking Validations permitting Persons using such Project Parking Validations to park In the Parking Facilities for up to lllirty, (30) minutes without charge. "Lang Term Project Parking Vnlidatlons" means Project Parking Validations permitting Persons using such Pteject Parking Validations to park in the Parking Facllftles for up to three (3) hours without charge, 2.4 Shfuls. 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 sty Tenant Party) any signs, advertisements, logos, fd aillfying materials, pictures or names of any type on the roof, exterior areas or Common Areas of the Building or the Project or fit any area of the Building, Premises or Project which is visible from the exterior of the Building or outside of the Premises or (b) pinco or Install for Allow or permit to be placed or Installed by any Tenant Party) in or about any portion of the Promises any window covering (even if behind Building standard window coverings) or any other material visible hill outside of the Promises or Flom the exterior of the Building. Tenant shall not, without die prior written consent orLondlord, use the name of die 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 die case where Tenant occupies an stairs floor in the Building, Tenant may place in any portion of such floor which Is not visible fmm the exterior of the Building such identification signage ns Tenant shall desire and (b) in the case where Tenant occupies less than an entire floor in the Building, Tenant may require Landlord to install, of Landlord's sole cost and expense, In such portion of the multi-terwnt corridor on such floor as is called for by Landlord's signage program (as tie same may exist from time to time) identification signage of the type prescribed by Landlord's signage program identifying Tenant; (a) Landlord shall provide customary signage in the Building directory (if any) in the ground floor lobby of the Building (Landlord shall bear tie Initial cost of such directory signage, and die cost of updated any such directory signage no mary than one in any month); and (d) Tunam may place in any portion of the inside of Ole Promises not visible from the exterior of the Building or from outside of the Premises such identhicalfun. signage as Tenant shall desire. All signage described in this Section 2.4,2 (other than the directory signoge described In clause (c) above) shall be treated as Tenant's personal property under the provisions of Section I0.5 with respect to Tenant's obligation at the expiration or early termination of this Lease. 2.43 EVChrmy I' A. in connection with Tenant's lease of the Premises, subject to all of the terms and conditions orExhibi Punched hereto, during the Terns, Tenant shell have the right to install and display at die Project the Eyebrow Sign (defined in Exhibit "K", attached berate) to the location described in f xhibh aK", attached hereto. ARTICLE 3—DELIVERY• CONIMENCE'bI ENT: TFRhIi 51111FIENDERt HOLDING DYFR 3.1 Delivert,, Landlord shall endeavor to tender to Tenant delivery orpossessfon of die Premises in the Delivery Condition prior to tie Target Delivery Date; provided, that it 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 laindlorcl shall not be liable to Tenant for any loss or damage resulting therefrom; provided further that Landlord shall use connnerclally reasonnbly efforts to lender to Tenant delivery of possession of tie Premises In the Delivery Condition as soon as reasonably possibly after the Target Delivery Date, 3.2 C,,-gmmencament; Turin. 3.2.1 The Term shall commence on the Commencement Date as defined in Item 3.2 erthe Basic Lease Provisions, and shall continue through the period specified in lied 3.3 of the Basle Lone Provisions uniass ou ninoted earlier In accordance with the provisions hereof or extended pursuant to die written agreement of Landlord and 'Tenant or as provided in &gtjQ,(L,3J 2 below, provided, however, that it tha Commencement Date shall occur on a day other than the first day arony calendar month, far purposes of calculating tie Expiration Date and the timing of all scheduled increases in Base Rent during the in ![!at Terri (but nut li)r any other purpose), the Commencement Date shall be deanicd n) be the firstdayorthe calendar month I'oilohvhhg the Cenunenceaunt Dale. At any tine during tie Lease Tenn, Landlord may deliver to Tennnl a notice in Vic farm is set In •.xhih "3" attached hareto, which Tumult shill cvdculs anti return to Landlord within five (5) business days o(icaciptthereor. ] 2.2 •. (e s' h t O Mimi. 'tenant shall have two (2) options to extend tie Tenn, each fir an fxlensiou Tenn (defined below) of slsty (60) mouths (fivc (5) years) subject to mid is accordance, It the lernm and conditions or Schcdula "IJ"af xhfbit'T. attached herein. 3.3 Surrendgri linldhre Over, 3.3.1 Except as provided in this Section 3.3 and in Sceliog 7.3 below, upon expirmion or earlier fmmhumon or this Lease. I'emmnt shall vacate and surrender the Premises to Landlord in the sauhe condition ns when received ut the inception of ffiis Lease and as thereafter 101 WClnie CaNmr Dr- CIO' Pfsant"Aan Leave -6- 80A-240 EXHIBIT 1C improved by Tenon(, all to ordinary weer and lear, For the avoidance of doubt, it is understood and agreed that, prior to the data upon which the Premises is surrendered by Tenant under this Sect ton 3.3.1. Tenant shall be required to remove from the Premises all of the Ten on Ps Personal property and all Leasehold improvements designated for removal by Landlord in accordance wide Section 105 below (and all damage caused by such removal repaired). 312 1fTenant fails to remove any of the Tenant's Personal Property from the Premises (or any portion thereof) prior to tire expiration or any earlier term! nation or the Tenn (with respect to Opp (fcable portion of the Premises), and such failure continues for five (S) days following Land lard'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 some fiom the some from the Premises (and to repair any damage caused by such removal) and (b) to thereafter: (1) store Ilia same at Tenant's expense, (ii) approprinle the same for itself, and/or (111) sell or otherwise dispose of the same in its sole dlscretlan, with no liability to Tenant, In which case, Tenant snail reimburse Landlord for all costs incurred by Landlord in connection with any such removal, repaire, storage and/or disposal, plus a ten percent (10%) adminlstration fee thereon, upon demand. In addition, If Tenant faits to remove ftorn the Premises (or any portion thereinto all Leasehold Improvements designated for removal by Landlord in accordance with Section 10.5 below and/or to repair oil 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 oftha Premises), Landlord shall have the right to remove the seine Rona die Premises (or the applicable portion thereof) and/or to repair such damage at Tenant's expense, in which case, Tenant shall reimburse Landlord for all costs incurred by Landlord in connection therewith, plus a ten percent (10°h) administration fee thereon, upon demand. This Section 33.2 shall survive Ilia expiration or any earlier termination orthe Temi orthis Lease. 3,3.3 If Tenant fails to surrender Ilia 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, "formal shall become a tenant at sufferance upon all of the terms contained herein, except as to term and Base Rent. During such holdover period, Tenant shall pay to Landlord a monthly Base Rent in an amount equal to the Holdover Rental Rate. The monthly Base Rent payable for such holdover perlod 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 crony Rent after any such expiration or earlier terni(natlon shall be deemed a consent to any holdover hereunder or result in a renewal of this Lease at an extension cribs Term, or any waiver of any of Landlord's rights or remedies with respect to such holdover. Tenant shall Indemnify, defend and hold Landlord harmless from and against any and all Clalms (including, without limitation, for lost profits end other consequential damages, attorneys' fees, consultants' fees and court costs) incurred or suffered by or asserted against Landlord by reason of Tenant's rallure to surrender the Premises in accordance widi die provisions of this Lease on the expiration or earlier termination of this Leese. ARTICLE 4—RENT AND OTIICR CIiARCES 4.1 Russ en . Tenant agrees to pay during die Initial Tenn of this Lease as Bose Rent for the Premises, the sums shown for the periods shown in Item 4 of the Basic Lcuc Provisions. Except as expressly provided otherwise herein, Base Rent shall be payable In equal consecutive Inonthly Installments, in advance, commencing on the Conmiencement Date and continuing on die tenth (10) day of each calendar month thereafter, provided diet line first full monthly Installment of Base Rent, described In Item 4 of the Basin Lease Provisions, shall be.payable upon Tenant's execution or this Lease. Landlord will cooperate with Tenant to accommodate payment of Rent (or certain types of Rent) via ACH payments. 4.2 Tenant's Percenmee 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 ht(rp blt "El Tenant shall also pay: (a) Tenant's Percentage Shore (defined in Exhi it"E") ar Excess operating Expenses(defined In Exhibit"E' lord(b)Tenant's Percentage Share of Excess Property T'axes(detiued Ill Exlibi 'I. 43 Parkh,e revs 4.3.1 Suhjecl to Section 4.3.2 below, on the first day of each calendar month during the Term, Tenant shall pay to Landlord or at Ilia request of Landlord, to Landlord's designated parking operator) Landlord's then prevailing charge (die "Parking Pees") for all Parking Pusses rented by Tenant for such calendar month. Such Parking Pees shall be in addition to all texas, assessments or other impositions imposed by airy governmental entity in connection with Tenant's use of such parking Passes, which mxes, assessments or other impositions shalt be paid by Tenant, or if required to be paid by Landlord, shall be reimbursed to Landlord (or at the request of Landlord, to Landlord's designated parking operator) by Tenant concurrently with the payment of the Parking Fees described above. 4.3.2 The Parking Foes payable with respect to the first eighty-four (84) Parking Passes rented by Tenaol during the initial Terns (and the charges far all short 'term Prcieet Parking Volid;nions and Long Term Project Parking Validations provided by Landlord to Tenant (pursuant to Section 2 3(06i) above) during die Initial Teri) are Included in the Base Rent payable by Tenant with respect to the Prannisea during the Initial Tern. ,1.3.3 Tlie Parking Fees payable with respect to all Parking Passes rented by Tenant during an Extension Term pad the charges for all Shon Tonn Prujcot Parking V a I idallons and Long Tenn Project Parkhig ValichIIons provided by Landlord to Tenant ( pit •suanI to Section 2.3(c)(11) above) during an Extension Term) shall be determined in connection with the FMRR (unit Extension Term Buse Rant) for the Promises ror such Extension Tann, and shall he added to (and included hp the Extension Term Base Rent, 4.4 Privnnmil oftient, 4.4.1 Generally, Buse Rent, till forms of Additional (lent payable hereunder by m Talent gild oil other aounts, fees, payments or ulunges payable hereunder by Tonam shall each: (a) constitute rent pgynblo hereunder (soinetimns collectively be refu•rcd to horain as (h) be payable to Landlord Mlitil due Without any (slot' Notice or demand tlicrorer in lawful money orthe United States and, except as tiny ban expressly provided to the Contrary in tills locale, without wry abatement, oflkot or deduction whalsoevor. and (c) be payable In Landlord at the addross or Landlord described in pg I ( orthe Basic Lease Provisions or to such other Person or placa as L.gndlurd may t}om Iinla to tine clesignate XAr IV C'lvir Cenrrrllr-Clq• ufSnnln can Lenart .7. 80A-241 EXHIBIT 1C in writing to Tenant, Any amount of Rent that is payable on a monthly basis and that is payable rosptu t to a partial month, Shull be prorated based on the number of days In such month. No payment by Tenant or receipt or acceptance by Landlord of a lesser amount than Cie correct Rent due hereunder shall be deemed to heather than a payment on account orthe earliest instillment of Rent than due; nor shall any endorsement or statement on any check at- any letter accompahying any check or payment its Real be deenied 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 ar pursue any other remedy in this Lease or at law or In equity provided, 4.0.2 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 (500/a) OF THE OVERDUE AMOUNT TO COVER SUCH ADDITIONAL ADMINISTRATIVE COSTS, AND (B) INTEREST ON ALL DELINQUENT AMOUNTS AT THE DEFAULT RATE, FROM THE DATE DUE UNTIL THE DATE PAID. ARTICLE 5-TENANT'S TAXraa Tenant shall reimburse La mallard upon demand for any and all taxes, impositions or similar fees or charges payable by or Imposed or assessed upon Landlord upon or with respect to: (a) any Tenant's Personal Properly located in or about die Premises; (b) any Leasehold Iniproyeinertts made in or to the Premises by or for Tenant (without regard to ownership ofsuch 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; (a) the Rent payable hereunder, including, without limitation, any gross receipts tax, license the 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(a) this transaction or any document to which Tenant is a party creating or transfendng an interest or an estate in the premises. ARTICLE G—IINTENTIONALLY OMITTED] ARTICLE 7- USE OF PREMISES 7.1 Ten nut's Perndtted Use Tenant shad use the Premises only for Tenant's Permitted Use act forth to -11;—nn, Z of the Basic Lease I'rovlsions and shall not use or permit the Premises to be used for any otter purpose, Tenant shall, at its sole cost and expense, obtain and maintain in Ail] force and officer all govetmnantal licenses, approvals and permits required for Tenant's Permitted Use. In no case shall Tenant use or suffer or pcnnil the use orany portion of the Premises for any Expressly Restricted Use. 712 Cornelis nee With Laws and 01hor Reg viremen tc. 7.2.1 Subject to Section 722 below, Landlord shall cause Are Common Areas and the Base Building to comply with all Laws, if and when any such action is required by city governmental authority and/or if and to die extent that any failure of any portion of the Common Areas or Ate Base Building to comply with any applicable Laws would; (a) prohibit Tenant R-om entering into a sublease to any Approved County Entity of Approved State Entity (as such terms are darned below) in accordance with Section 11 12 below; (b) unreasonably and materially a fleet the safety of Tenant's employees or ilia operntion a Tennu is 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 to all respects with (Laid shall cause each of its employees and occupants to take all actions required comply in all respects with) and cause ilia Premises to comply with: (a) all Laws, now or In die future applicable to the Premises and Tenant's use thereof (including, witioul limitation, any Law requiring any form of Improvement or alteration to Ilse Building), (b) tie Rules and Regulations, and Cc) oil covenants, conditions and restrictions eppiicable to the Project, In addition, If miry modifications or alterntions to any portion of the Common Areas or the Base Building (de tined below) are required under say applicable Laws its a result of Tenant's use or Ilia Premises or any of Tenant's Leasehold Improvements, then at the election or Landlord; (1) Tenant shaft be responsible fur performing such modifications or alterations, at its expense or (it) Tenant shall, within ten (10) days following Landlord's demand therelor togedner witli reasonable supporting doorman tat! on, reimburse Landlord for all of its costs and expenses Incurred in connection with Landlord's performance ofSILL h modilicntionsor alterations, 7.2.3 Tenant shall not use the Premises, or permit the Promises to be used, in any mentor, or do or suffer any not in or about the Promises which:. (A) violates or contllcts with any applicable Law, any of the Rules and Regulations or, any covenants, conditions and tesrictions applicable to the Project; (B) causes or is reasonably likely to cause damage to tie Project, the Premises or the Building Systems; (C) violates a requirement Or condition of any policy or Insurance covering the Project and/or the Premises, or NuIreaws the cost of suoh policy; (0) constitutes or Is reasonably likely to constitute a nuisance, annoyance or Inconvenience to other tenants or occupants of the Project or its equipment, Ibcilities or systems or (I) intcrferea with, or is reasonably likely to Interfere with, the transmission or reception or microwave, television, radio, fciaphort or other communication signals by antennae or other facilities located in die Project. Without limiting the generality or the foregoing, Should any tedernl, suite or local governmental agmmy It ,jurisdiction with respect to tie catnblishment. regulation or cntbrcament or occupational, health or safety standards for employers, employees or tenants impose on Landlord or on Tenant at any time now m• in the futon say mquiiemem or Low relining In any nmnner to the Prensises or occupancy llieroor, Tenant shall, at its sole Cosh and expense, Comply promptly (or al Landlord's election, bear the emir ofsuch compliance as eflbeted by Lan(1lord) with such requirement at, Law. Tenant shall Indemnify, defend and hold lua•ndest Landlord Arun and against any and all Claims raising out of or rolating to pity failure of 1'cnunt to perform tiny of Its obligations tinder this Socilon 7. , Landlord shall cot enforce the Rules and Regulations In a discriuiinmory ummnur; provided that Landlurd shall net be liable to 90f iPChde Center Dr—C70 o/'Snurn.nan Lease 4. 80A-242 EXHIBIT 1C 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 Flazm•d oas Nlateriats, No Hazardous Materials shall be Handled upon, About, in, above or beneath the Premises or any portion of the Project by Cron behalf of Tenant or any other Tenant Parties, Nohvilhslaidiug tie 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 ilia Premises In compliance will, 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 peter to the introduction of any Tenant's Hazardous Materials, notwithstanding any less stringent standards or remediadon allowable under, applicable Environmental laws and (b) shall Indemnify, defend and held harmleas Landlord lion and against any and all Claims arising out of or relating to any Handling by or an behalf of Tenant or any Tenant Party of any Hazardous Mnlerlals 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 flee Project, ARTICLE 9 - UTILITIES AND SERVICES 8.1 Building Set -vices. Provided that no Event of Default exists, subject to the terms, conditions and standards set fords In this Lease, Landlord shall famish or cause to be punished, as part of Operating Expenses to die Premises, the utilities mid services described in E,_7dnibit attached hereto. 8.2 Intorruntlun of Services. Landlord shall not be liable for any failure to famish, stoppage of, or imen•npl(on In Porniahing any of ilia services or utilities desodbad it Exhibit 'T' 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 Leusc or constkuto or be construed as a ennmcave or other eviction of Tenant. ARTICLE 9. MAINTENANCE AND REPAIRS 9.1 Landlord's Obligadom. Landlord shall endeavor to keep the Common Areas of flier Building and the Project ill a clean and neat condition. Subject to , ti li2 below: (a) Landlord shall make all necessary repairs, within arc asonable period All lowing receipt of notice or the need therotbir from Tenant, to the exterior wells, exterior doom 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 rans000ble condition and repair, reasonable wear and tear excepted, Except as provided in Iiecdon 13.1. there shall be no abatement of Rent, nor shall that's be Any liability of Landlord miring 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 wolves the light to make repairs at Landlord's expense under Sections 1941 and 1942 of die California Civil Cade, 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(I) of die California Civil Code and under all other similar laws, statutes or ordinances now or hereafter in effect, 9.2 7'pnant's Obligations. During the Tenn ortn)s Lense, Tenant shall, at its sole cost and expense, maintain the Premises in good order and repair and in a safe, clean and neat condition. Tenant shall make oil 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 Bxtures and appurtenances) with replacements or any materials to be made by use of materials of equal or better quality, Further,Tenantshall be responsible for, and upon demand by Landlord shall promptly reimburse Landlord for, any damage to any portion of the Projector the Premises caused by: (a) activities orTenant or any Tennnt Party to or m the Premises orally other portion orthe Project; (b) the performance or exislonce crony Alterations made by or for Tenont ter any Tenant Party In or to the Premises; (a) the installation, use, operation or movement of Tenant's Personal Property in or about the Building or the Premises; (d) the design, installation err operation or ally Alterations that are not consistent with Building Standards (as dedned in the Work Letter); or (a) any net or emission by Tenant or any Tenant Party or any other person permitted in or invited to the Promises or the Project by Tenant or any Tenant Party. ARTICLE 10 • ALTERATIONS 10.1 Landlord's \York. 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'fernim and has no obllgntion to alter, rennodel, Improve, renovate, repair or decorate the Promises, tine Building, or the Project or any portion diereuf. Tenant further Acknowledges and agrees that no representations respecting fire condition of the Promises, ilia Building or the Project have been made by Landlord to Tenant except As spen10ehlly set forth In this Lange, 10.2 Landlord's Cunsenu Candhinns, Except for Permitted Alterations, Tenant shall not make any Alterations (or allow or pamlt any Alterations to be made) without firs( obtaining the prior wriven consent al' Londloil, which consent shall be requested in writing not less than III lean (15) business days prior to the scheduled slid actual commencement or any work ihcrcin. All such Alterations: (a) shall comply with all applicable Laws, ('b) shall he compntible (as determined in good t'aith by Landlord) with Ilia Building slid all Building Systenns; (c) shall not interfere MCI the use and occupancy or [illy other portion al'the Building or the PnIlect by any other tenons nr their invirees; (d) shall not be vislbla lion ilia exterior of the Building or dram any Common Areas: slid (a) shall not anecl tie imegrhy ur the structural pardons or the Building. In addition, Landlord cony impose ns a condition to its cuusent to Any Alteladwis, such arldiiionai requirements Aa Landlord in its sole discretion damns necessary m desirable (including, withoul linitudon, it requirement for Tensm to obtain (or require Its comroaor to obtain) A completion mid Ilan Indemnity build prior to commencement of any Altemliong), Within ten (10) days of written demand therefor, Tennnt shall: (I) reimburse all casts and expenses incurred by Landlord because ofTemtnCs Alterations and (11) shall pay Landlord's supervision be in An nmaant equal to ten percent (10%) or'tbu cost of the Alterations in question (provided that tin supervision I'se shut[ be payable with respect to Permitted Alterations). 'foram mid TanunPs contrnetu s shall comply with such coast actin rides and rogulutions and building slundards ns Landlord may promulgate from lime to 001 D' Chde Cartier De— Car of.5•mnn 4 err Leaw -91 80A-243 EXHIBIT 1C time. All dimet and indirect costs role ling to any modifications, alterations or improvements of time Project or Cie Building, whether outs [do or Inside of the Premises, required by any goverumanlaI agency or by Law as a condition or as the result of any A)first kin requested or oftecled by Tenant shall be borne by Tenant, and in connection therewith, Landlord may elect to perform such modifications, attentions or improvements (at Tenant's sale cost and expense) or require such Performance directly by Tenant. 10.E Yerformnnec nr Altergtlnn Wofh„ All workrelating to all Alterations (other then the initial Tenant Improvements, which will be perfomied 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, fast class manner (and so as not to Interfere with any otter tenants or occupants of the Project), and in compliance with any plans and specificnllons therefor that are approved by Landlord, any and all conditions imposed by Landlord thaeon, all applicable Laws, and tie requirements of all carriers of insurance on the Premises, Building and Project, the Board of Underwriters, Fire Ruling Bureau, or similar Organization. Tenant shall not use any portion of the Common Areas in connection with the making or any Alterations, and Tenant alhsll not modify or niter any improvements or components of the Building or tie Project outside ortne Premises. Upon completion crony Alterations (other [lion Permitted Alterations), Tenant shall deliverto the Building management once, within thirty (30) days Following completion of the Alterations, a reproducible copy of the "as built" drawings of the Alterations together with a CAD rile of the "as but h" documents of the Alterations (current verslon ofAuClCad). 10.4 No Llcn , Tenant shall pay whom due all costs far work performed and materials supplied to tie Promises. 'reliant 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 flotillas 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 Allerotions lit or nbout the Premises to permit Landlord to post appropriate notices of non•rasponsibility. 10's RemovalInit 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 tahnination of this Loose; provided that by written notice to Tenant, Landlord may require Tenant to remove some or all of the Leasehold Improvements (other flan any Leasehold Improvements that existed In the Building as of flit Effectve Date), In which event, prior to the dote of expiration or termination of this Lease, Tenant shall remove the Leasehold Improvements deal -noted by Landlord to be so removed, and shall restart, patch and repair any resulting damage to the Premises, Building and Project, all at Tenants 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'fenant (or die applicable Tenant Party), and upon die expiration or earlier termination or this Lease, Tennnf shall, at its sole expense, remove all such items and repair any damage to ilia Premises or the Project caused by such removal. If Tenant fails to remove any such items or repair such damage promptly after the expiration or earlier termination of this Lease, Tenant (or the applicable Tenant Party) shall be deemed to have abandoned the same, In which ease Landlord may stow the same at Tenant's expense (and Tensnt shall pay Landlord the cost thereof upon demand), or appropriate the same for itself, and/orsell the same in its discretion, with no liability to Tenant (orthe applicable Tenant Party). A RTICLE I I - TRANS PIERS 11.1 Restriction; Permitted subleases. 1 L1.1 Rmtricttmn, Except as provided in Section I L1.2 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 its accordance with Section 114 below. Any Transfer in violation or the provisions of this Article I I shall be null end void. Notwithstanding anything contained in this Actiole I I to the contrary, Tenant expressly covenants and agrees not to eafer Into any lease, sublease, license, concession or other agreement for use, occupancy or utilization of the Premises which provides for rental or other payment for such use, occupancy or utilization based in whole or In pan ran the net income or profits derived by any person from tie property leased, used, occupied or utilized, and that any such purported (case, 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 wilhout the need to obtain the consent of Landlord, sublease space within the Premises to any Approved Guvernmcntoi Entities. Landlord shall cooperate with Tenant's efforts to consummate any such subleases to any such Approved Governmental Entitles, including, without limitation, In connection with any proposed Approved sublease to any Approved Govemmental Entity, by using commercially reasonable efforts to comply with the State Requirements specified In Exhibit " "a(Laehcd hereto, Any sublease permitted without the consent of Landlord order Clio Section 11 12 (a"Permitted Sublease") shall not he subject to any ilia requirements, restriction or limitations set forth in sec ion 11.2, Section 113, SQctlon 11 4. Section 111 or Section 11.6 below 11.2 tjffjt c to f.nnAI ill. If Teneo desires to make a Transfer (other than a Permitted Sublease), then Tenant shall submit to Landlord; (a) a Proposed Trinstcr Notice al least twenty (20) business days (slid not more than one hundred eighty (190) days) prior to the effective data of the Proposed Transfer, unit (b) four (4) originals orthe proposed assignment or sublease or other Transfer document an a limn eppmved by Landlord and Ibur(4) originals of ilia I,autlorl's Coolant to Sublease or Assignment and Assumption or Lensc nod Consent executed by Tenant snit the proposed Transturce. 11' Tenant modifies tiny 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 comenl, Following delivery ore Transfer Notice, T'ammt shall nddhiunslly provide such other information or materials with respect to the proposed Transfer and/or Transferee as Landlord may reasonably request, including. widaout lialkadmi. Credit reports, buslaeas plans, nperutinghlstury, bank and character references, 113 LiCidlurd's ReamUn•c Rights, At tiny Lime within twenty (20) business days otter Landlord's receipt Or all nl'the to Conn at! nn and documans described in Section 11.2 Landlord may, of its option, in its sole and absolute discretion. by written notice to Tenant. elect In: (a) in Ilse case orn proposed sublease, sublease the Premises a• the Portion thcrcurpropused to be sublet by Tenant upon the same terms as those of@red to the prnposed subtcnnnl; (b) in the case ore proposed assignment, lake an nssigmnenl of this Lensc upon the same terms as those offered to the 901 11'CI air Center Dr-CLp ojSeutsAim Lama -I o- 80A-244 EXHIBIT 1C proposed assignee; or (o) terminate this Lease in its entirety or ns to the portion of the Premises subject to the proposed Transfer, with a proportionate adjustment in the Rent payable hereunder Hillis Lease is terminated as to less Aran all of the Premises, For the avoidance ordoubt, this Section 11.3 shall not apply to any Permitted Sublease. 11.4 Lan llord_a. Consenh StandmLds. 11.4.1 if Landlord does not exercise any of the options described In Section 111 above, than within twenty (20) business days following its receipt of a Transfer Notice (and all of ate other items described in Section 11.2 above), Landlord shall notlfy Tenant whether It will grant or withhold its consent to the proposed Transfer in accordance with Section 11.4 below. Landlord's consent to any proposed Transfer shall not be unreasonably withheld; provided, however, flint to addition to any otter grounds available hereunder or under applicable Law For properly withholding consent to such proposed Transfer, Tenant acknowledges End agrees that It shall be reasonable for Landlord to withhold Its consent to any proposed Transfer if: (a) in Landlord's good fbith judgment: (I) tie proposed Transferee does not have die financial strength (taking into account ell afthe Transferee's other actual or potential ablightions and liabilities) to perform Its Obligations with respect to die proposed Transfer (or otherwise does not satisfy Landlord's standards for financial standing witli respect to tenants under direct leases of comparable economic scope), (it) the proposed Transferee is of a character or reputation orengaged In a business which is not consistent with Ole 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 Noel ar (III) Ole 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 die Project, (B) generate increased loitering in Common Areas, (C) increase security risk, or (D) require any alterations to die Building or the Project to comply with applicable Laws; (b) the proposed Transferee has the power of eminent domain, is a governmental agency or al agency or subdivision are 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 die proposed Transfaree (i) occupies space in Ole Project er 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 (11) is a direct competitor of Landlord; (e) An Event or Default then exists; (f) the proposed Transfer would cause Landlord to be in violation of anothor lease or agreement to which Landlord is a party or would give an occupant or 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 (or will allow the Transferee to occupy space leased by Tenant pursuant to any such right); (1) the proposed Transfer would be on economic temis (based upon effective rental rates) more favorable to die Transferee dim the economic terms than being accepted by Landlord for comparable direct leasing transactions In the Project; or u) the proposed Transfer would result 1n more ttan three subleases per each full floor OF the Premises being in effect at any one time during the Term. For die avoidance of doubt, this Section 11 dIA shall not apply to any Permitted Sublease 11.4.2 Notwithstanding anything to the contrary in this Lease, irTennnt or any proposed Transferee claims that Landlord has unreasonably withheld its consent or olhembia acted in a manner not permitted under this Article I I 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 Ole relief sought without any monetary damages or other monetary relfeE To the maximum m extent permitted by Law, Tenant and cacti proposed Transferee hereby waive any and all Other romedies, including, without Ihultatlon, any right at law or equity to terminate Olis Lease with respect to any such claim. Tenant shall indemnify, defend, protect and hold harmless Landlord ham any and ail. Claims involving or asserted by any third party or parties (including, without liniftcdon, 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 Trunsfer or other breach of this AdLolei 1. Tenant acknowledges that Tenant's rights under this Article 1 I satisfy the conditions set forth In Section 1951 A of Cie Califbmia Civil Cede with respect to the availability to Landlord orcerta(n remedies for a derault by Tenant under this Lease, 11.5 Transfer 111,017ts, Subject to Ole provisions of this Article I I if Landlord consents to any T'musior (other than n Permitted Sublease), Tenant shall pay to Landlord fly percent (50%) of any Transfer Proll s. Tenant shall provide Landlord with a detailed statement setting forth the calculation crony Transfer Proll a that Tenant either has or will derive Inim a Transfer, Landlord or its representative shall have die right at All reasonable times to audit Ole books and records of Tenant with respect to the calculation of Transfer Profits. I f such inspection reveals on underpayment by Tenant of Transfer Prutits, Tenant shall pay to Landlord time deftciuncy and the cost of Landlord's audit within ten (10) business days after its receiptof the results of such audit. For the avoidance ordoubt, this Section 11.5 shall not apply to any Pemiited Sublease lift larndlard's Coats, With respect to each Transfer (other than a Pennitted 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 reluting to such proposed Transfer. For the avoidance of doubt, this ee'o m 11,6 shall not apply to sty Permitted Sublease 113 Continuing Liability of Tenant, Notwillmstanding the consummation or attempted consummation of ally Transfer under this AdIcla I I (including. but not limited to, any assignment of this Lease), Tenant shall remain as fully and priunv;ly liable for the payment orRent and for the porfurumance of all other obligations of the "Tenant" contained in this Lease to the same extent 89 Willa Transfer tied sot occurred. Any net or emission of any Transferee that violates the terms crilnis Lease shall be deenied a deruull by Tenon under this Lease. and firllowiug expiration ufthe applicable notice and cure parlod, shall be deented an Event of Default, in which case. Laidlol'd may praceed directly against Original Tenant (ondlo• any or Its successors as [lie "Tenant" hereunder) without the necessity or cxhaustiug its remedies against such Tratsfurca (nolwiOistmtd{ng the Not that die Original Tenant (and/or Any or its successes its the "Tono It"hereunder) may have assigned all or its right, title and Interest in this Lease). Landlord may consent to subsequent Translbis ol'this Lease with Transferees of Toni nl, upon notice to 'Tenant. but without obtaining Its or their aonsenL thereto, and such action shall not relieve Tenant oN s liability under this Lease. 11.8 Non-Milvei The consent by Landlord to my Transfer shall not reficve Tenant, or oil), Person cfakning through or under Tenant, of the obligation to obtain the consent of Landlord, purst old it, this Article I I . to any further Transicr. Following any Trunsfer. Landlord may collect Rent from the Transferec without waiving any rights hereunder, and collection orthe Rout from a Person other than Tenant shall not he *01 s60111r Carrrur Or— Cl0' ofSaast Ana Lark, • I I- 80A-245 EXHIBIT 1C Leaned n waiver of oily of Landlord's rights under to is i ale 11, an acceptance of any Transfbree as A tenant of Landlord, or a release of Tenant from ilia performance of Tenant's obllgat lons Linder this Lease, A03:.ICLE 12•SUdORD I NATION AND A_97UNNI ENT: Cff(Dl LCFRTIFICATM FINAN CIA LS'fjTENIENT3. 12,1 Subnrtllnntian and Attornment, MIA 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 pudding or the Premises and the rights and Interests of the Holders of such Security Instruments. Such subordination shall be effective without ilia necessity of die execution by Tenant of any additional document for the purpose ofevidenclng or effecting such subordination, In addition, Landlord shall have the right to subordinate or cause to be subordinated anysuch Security Instruments to this Lease, and in such case, in the event of die tenninotion 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, atom to and become the Tenant of the successor in interest to Landlord at die option of such successor In interest. Furthermore, Tenant shall within live (5) business days of demand therefor execute any Instruments or other documents which may be required by Landlord or the Holder of oily 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 die 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 ilia Building by reason of ilia 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 altornment described In this Section 12.1,1. 12A.2 Should any current or prospective mortgagee or ground lessor for die Ilullding 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 die rights and obligations of Tenant hereunder, then and In such event, Tenant agrees that this tease 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 Catonnel Certiteateg. 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 cerdfieadon fins been requested by Landlord or oily current or prospective purchaser or current or prospective Holder ereny Security Instrurnom, Including, without limitation, that: (a) this Lease is unmodified and in full force and effect (or setting ford any modifications that have occurred), (b) the dates to which tie Base Rent end other forms of Rent payable hereunder have been paid, (a) whether or not Landlord is in default in the performance of any covenant, agreement or condition contuined in this Leave (and, if so, specifying each such default of which Tenant may have knowledge), and (d) any other facts forwhich certification is reasonably required by Landlord or customarily required by any prospective purchaser at Holder to which such estoppel walfleste is being provided. The form of the statement attached hercto as Exhibit "P" is hereby approved by Tenant for use pursuant to this Section 12.2, but Landlord shall have the right to use other fonts 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 affect without modification except as may be represented by Landlord in any such certificate prepared by Landlord and delivered to Tenant. Any statement delivered pursuant to this Section 12.2 may be relied upon by any prospective purchaser, mortgagee, ground lessor or other like encumbrancer thereof or any Assignee of any ouch encumbrance upon the Building or the Project. 12.7 "FGmTdinl 5tnteiirenti-A2'dny tfnic'dUAng"'the TIe if,—Teneiii7aioll; up6if'rive ZS)business—Icay—V prior notice fmm Landlord, provide Landlord with then current financial statements and linuncial 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 indepaudant cortiried public Accountant. ARTICLE 13—CASUAL Wt TAKING 13.1 Casualty 13.1.1 Itrd;,r(h, of the P ran ises. '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 "CosintRy"). Landlord shall, widdn a reasonable time After the discovery by Landlord of any damage resulting from any Casualty ("Casualty Damnga"), subject to reasonable delays for insurance adjustment or other matters beyond Landlord's reasonable control, and sub,lccl to all other terms or this Section 13.,,1 begin to repair the damage to Ile Piojcel And the Promises festdting from such Casualty, and shall proceed with reasonable diligence not to exceed 60 days to restore the Project and Premises (ilia "Restoratlon") to substantially Ilia same contrition as it existed belbre such Cnsunity, except for modifications required by Applicable Laws or covenants, conditions and restrictions, and modilicatlons deemed desirable by Landlord; provided, however, that Landlord shall not be regoimd to repair or replace any orthe Leasehold Improvements tar any of Tenual's Personal Property (all ofwhich shall be promptly repaired, restored aid/or rcpinoed by "rowan). Landlord shall have no liability forany Inconvenience or annoyance to Tenant or injury to Tenant's business As a result oruny Casualty, or the Restoration, regardless orthe cause therefor. Base iw L, and Additional (tent payable under Seclious 4.2 and Al, shall Abate irtind to the extent Tenant couses to occupy a material portion al'Lhc Prendnes rho urns damagcd by a Casualty and rendoeed unfit for occupancy (for the Pcrii Use) as it result thereon', Rair the period of' time commencing on the date Tarrant vacates such damaged portion of ilia Premises and continuing undI ilia Premises Restoration is subsanLially toIlip lele (as reasonably determined by LAnd laid); provided, however, Ill at such Abatement Art be lintled to the proceeds a rental interruption insurance proceeds with respect to the Premises and suell Cosoolty cot fluxed by Landlord. 13.1.2 Excentinns In 1.1mdlord's Qbli inir�rhs. Notwithstanding Anything to the contrary contained in this Section 13.1, Landlord shall have no obligation to repair the Premises mid shall have the right to tormilnnte this Lease III oily ease whom; (A) Any partimr ordm Premises or any umterial pnrtlon Ordie Project is dnmuged and(b) any orthc following conditlois exist: (1) Landlord esthnates in good faith that ilia Restoration cannot reasonably bat comploed (without the paymant orayeume) within one hundred elghty (180) days ill' l,ondlord's discovery ordic 801 Ib'C7ric Cunlir Ur —CIA, it Snnru.4ur Leary •I Q. 80A-246 EXHIBIT 1C Casualty Damage, (ii) the I-lolde, of any Security Instrumem requires any Insurance proceeds with respect to such Casualty Damage to be apal led to the outstanding balance of the obligation secured by such Security Ins6vment, (I))) the cost of the Restoration Is not fully covered by Insurance proceeds available to Landlord and/or payments received by Landlord from tenants, (iv) Tenant shall be entilied to an abatement or Rent under this Section 131 for a period of time In excess of thirty-three percent (33%) of the remainder of the Term, or (v) such Casualty occurs during the lost eighteen (19) months ol'Lhe Term (disregarding Extension Terms, If any), Such right Oftermivalion shall be exercisable by Landlord bydelivery of written notice to Teount at any time following the Casualty until sixty (60) days fallowing the later or., (A) delivery of the Damage Notice or (B) Landlord's discovery ordetermination of anyofthe events described br clauses (I) through (v) ortho preceding sentence, and shall be effective upon delivery or such notice of le'mhunlon (or i rTenont has not vacated One Promises, thirty (30) days therenf er)• 13,11 N4dyar. Landlord and Tenant agree that die provisions of this Section 13.1 and the remaining provisions or this Lease she11 exclusively govern tha rights and obligations of Ole parties with respect to any and n11 damage to, or destmedon of, all or oily portion arthe 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, whedier now or herelnafter)n affect (including, without dried orlon, Sections 1932(2) and 1933(4)'orthe California Civil Code, as amended from time to time), 13.2 Tnk , I r the whole or am aterief portion of die Promises, the Bul [ding or the Project shall betaken und or the power oteralnent domain, or sold to prevent the exercise thereof (collectively, a "Taking"), this Lease shall automatically terminate as of Ole earlier of the date of transfer of title resulting From such Taking or the date of Iransfer of possession resulting from such Taking (the "Tatting Date"), In the event Ora Taking orsuch portion ot'tile Project, the Building or die Promises as shall, In the opinion of Landlord, substantially interfere with Landlord's operation thereof; Landlord may terminate this Loose upon thirty (30) days written notice to Tenant given at any time within sixty (60) days following the Taking Date. If a portion orthe 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 than applicable to the Project) the Premises (other than Tenant's Personal Property and Leasehold hnprovements that are not eansisam wilt 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 Promises so taken. Except as expressly provided otherwise in this Section 13 2, die entire award for any Taking shall belong to Landlord (without deduction for any estate or interest of Tenant), except that Tenant shall be endued to independently pursue o separate award for the loss of, or damage to, Tenant's Personal Property and Tenant's relocation costs directly associated will) the Taking (but Terrill shall not otherwise assert any claim against Landlord or die condemning authority). No Taking or any portion of die Premises, the Building or the Project (or any portion lhereol) for a period Orions than two hundred seventy (270) days (a "Temporary Taking") shall terminate this Lease or entitle Tenant to any abatement of oho Rent payable to Landlord under this Lease; provided, however, that any award for say such Temporary Taking shall belong to Tenant, but only to the extent dint the award applies to any time period during the Term of this Lease. This Section 13.2 shall he Tenant's sole and exclusive remedy In the event of a Taking. Each party hereby waives the provisions of Sections 1265,130 and 1205.150 orthe California Code of Civil Procedure and the provisions orally successor orother luwof like import,' QRTICLS 14—INDL'rY1NiFi('1T10N \ND INSLIRANCC 14.1 MONTE of Liability a ad l nden n ifn ntlon, Except to the extent expressly provided to tine contrary herein, Tenant hereby waives Ill claims and cruses of act7On against Landlord and all of die other Landlord Parties for any damage to persons or property (including, without limitation, loss orprofits and intangible property) his anyway relating to Tenant's use and occupancy orthe Premises from any cause whensoever, Including, wilhour limitntlon Ore, explosion, falling plaster, steam, gas, oil' contaminants or emissions, electricity, electrical or electronic emanations ordisturbnucc, water, rain or snow or leaks from any part the Building or tram 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 mischier. Tenant. shall indemnify, defend, protect and hold hanaless 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 m• occupancy of the Premises or any portion of the Project by Tenant, (b) the acts or omissions of Tourist or any Tenant Party, (a) any default of this Lease by Tenant, or (d) any litigation or other proceedings between Tenant and say 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 iu•tse out erthe gross negligence or wlllftd misconduct arLm)dlord, ha agents er employees. 14.2 Insurance. At all times during the Tenn of this Lease, Tenant shall; (n) procure and maintain, at its sole expense, the insurance policies described in Exhibit "(it, attached hereto and (b) othew)se comply with each and all othhe obligations slid requirements set forth In Exhibit "C". Landlord makes no representation that the insurance coverage specified to be carried by Tenant pursuant to this Exliihit •`Q, is ndcqnteuto m protect Tenant against Tsm's undertakings under the terms ofthis Loose or otherwise, and ifTenant believes that such instance coverage required under this Loose is insuliicicnt, at its Own expense, TOnalri shell provide such additional Insurance as Tenant deenhs adequate, 14.3 Waiv r ol'Suhrountinn, Notwithstanding ally provision of dins Article 14 to the contrary, Landlord slid Tenant intend dint their respective property damage loss risks shall be borne by their respective insurance carriers to the extent orthe property damage insurance that each of Landlord mid Tenant are required to cony under Exhibit" ", and except as expressly provided Otherwise In this Lease, )n the evenL art, property loss. each or Landlord call Tenma hereby agree to look solely to, mid seek recovery only Rem, Heir respective property damage Insurance carers to the extent that such property loss is 01,11 t-vpe that is covered by the property damage Insurance it is required to curry under Exlni it "0", As long as such waiver's ornahrngmiml are reasonably, ovoiiable, coal, ortho parties hereto hereby waives all OI'ils rights and claims against each of the other particit herein far such losses. and provided such waiver of subrogation shall nut affect the right ur such party as the insured under its property damage policy for policies) in recover thereunder, waives all orthe rights of subrogation orits property damage insurers. The parties hilmoo furdwr omme that, so long as no material additional preu)um is charged damolbre, their respective property insurance politics are now, or shall be, endorsed such that rile liueguing waiver nt'subrogution shall not udecL the right of the insured to recover thn•cunder. AUTICU 15—F1"FNTS OF DEFAL1174ND RI'11CDICS 15.1 Patents of Daitmlt Br TonnaL Thu Occurrence or Oily Of the ,allowing shall Constitute a material dclllUIL and breach or this Leasu by Tennnl (an "Evart of 0urfulli p Atli iY'C1"!< fenraar• 151 - Cfo• uJ'Smnaaun Lease -17- 80A-247 15.1, I Any failure by Tenant to pay any Rent or any other charge requited to be paid under this Lease, or any part thereof (or to perform any a its obligations under AtjicIQ C above), if such failure continues for three (3) days following Landlord's delivery of written notice thereof. 15.1.2 The abandonment or the Premises by Tenant, or the vocation of the Premises by Tona t for a period of ten (10) consecutive days (with or without the payment of Rent), or the failure of Tenant to take occupancy arlhe Premises within thirty (30) days of die 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 ArIlge 12 requested by Landlord within the time periods speoi Clad dicrofn, if such failure continues Far 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 Secilfg 15.1.1. 15_,,_L2 and ) 3 �U above, if such failure continuos liar lwaaly (20) days (except Where a different period ortime is specllied in this Lease, in which case such different time period shall apply) after Landlord's delivery of written notice thereof; provided, however, lint 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 defauhwifhln the twenty (20) day period and thereafter diligently prosecutes the same to completion. 15.1.5 The making or furnishing by Tenant or any warranty, representation or statement to Landlord In connection with this Lease, or any other agreement to which Tenant and Landlord arc parties, which is false or misleading In any material respect when made or fbmished. 15.1.6 The assignment,subletting ar other Transfer, orany attempted assignment, sublettingor other Transfer, of this Lease in violation of A in ch;11.. 15.1.7 The filing or execution or occurrence of any one of the followfng: (a) n petition in bankmptcy or other Insolvency procooding by or against Tenant or any general partner of Tenant, (b) a petition or answer by Tenant or any general partner of Tenant soaking relief under any provision of the Bankruptcy Act, (c) an assignment by Tenant cr any general partner of Tenant far the benefit of creditors, (d) a petition or Other proceeding by or against Tenant or any general partner of Tenant for the appointment era trustee, receiver or liquidator of Tenant or any general partner of Tenant or any property of Tenant or any general partner of Tenant, (e) a proceeding by any governments[ authority for die dissolution or liquidation of Tenant or any general partner of Tenant or any other instance whereby Tenant or any general partner of Tenant shall cease doing business as a going concern, or (1) an admission by Tenant or any general partner of Tenant of its Inability to pay its debts as tbey become due. 15,1.8 The default by any guarantor of Tenant's obligations hereunder under any guaranty or this Lease, the attempted repudiation or revocation or any such guaranty or die participation by any such guarantor in any other event described in this Seotion 15.1 (as if this Section 15 1,13 referred to such guarantor In place ofTenant). 15.1.9 Any defauitihat continues beyond die 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 orTenant. All of die notices described in this Section 15,1 shall be in lieu of, and not in addition to, any notice required under Section 1141 of the California Code orC[vil Procedure or any other law now or hereafter in effect requiring that notice of default be given prior to die commencement a r an unlawful detainer orother legal proceeding. 15.2 Remedies • Upon die occurrence of any Event of Dclault by Tenant, In addition to any other remedies available to Landlord at law or in equity, without any forther notice or demand whatsoever Landlord shall have the option to pursue any one or more or the "modics described in Section I of E,xhib(t,;ll,,, attached hereto, each and all ofwhich shall, subject to applicable law, be cumulative and nonexclusive (and all oflheOther provisionsofSeollonlof sdhi it"H'"shall apply to an Event ofDelpultbyTenant hereunder), ARTICLEI(P—LAN3)LORDDEFAULT: LANDLORD'SLIABJ 1rn' 16.1 ,Lpnil tord Default, Land lard's failure to pertbrm or obsctve any or its obligations under this Lens: shall consUmto a material default by Landlord under this Lease (a "Landlord Data a It") only If such failure shall cautious for a period of thirty (30) days after Land] ard (tad each Notified Party) receives written notice from Tenant specifying (and describing in reasonable detail) the alleged default (and Identifying the applicable Lease pmvision(s)); provided, however, that ifthe nature of the ddl'aAl is such that it cannot he cured withht the dirty (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 orTennnt's default notice and thereafter diligently prosecutes the same to completion. Subject to the remaining provisions of this Lease, following the occurrence orany Li n Mort Default, Tenant shall have the right to pursue may remedy available ;miter Law 1'or such Landlord Default by Landlord; provided, however, that in no case shall Tenant have any right to tom4uate this I.case on account of nny such Landlord Default, I6.2 Landlord's Lcnse Undcrtokinas• Notwithstanding anything to the conhary comnincd fit this Lease or any other Lease Documents, It is expressly understood and agreed Iry and between the pnflies hereto that: (a) the recourse of Tenant or its SUCCUSm3 or assigns against Landlord (until the liability of Landlord to Tenant, its successors and maligns) with respect to: (i) any actual or alleged breach or breaches by or an the part of Landlord or any of Landlord's Lease Undertakings or (if) any matter relnllog u) Tenant's use or occupancy of the Premises shall be limited to an amount equal to the lesser oC (x) Landlord's equity interest in the Building and (y) the equity, interest Landlord would have in die Building Willa Building ware encumbered by independent secured thumcing equal to mighty percent (m) of the value ofte Building; (b) Tenant siutll have no recourse against any other assets or Landlord Or tiny other landlord Pities (or their orlicets, directors or slim rehohiers,); (c) except to the extent of In tidlord's equity inlemSa bar the Duildhng(to line extent provided above), no personal liability or personal responsibility ofany sort with respect to tiny of Landlord's Lease Underekings or any alleged breach llhvreor is assunhod by, or shall at any time he asserted or enlieeeable against. dell l4'('!v!r Canh�r Dr— C'!ry� nfSnxra; bw 4anre • I V- L46' S W • EXHIBIT 1C Landlord or city of the other Lendlonl Pailes, And (d) at no time shall Landlord be responsible or liable to Tenant for any lost prof Is, lost economic opportunhies or any form of nonsequcridni damage as lie result of any actual or alleged breach by Landlord of Landlord's Lease Undertakings or in co Anact! oil with any other mutter relating to Tenant's use or occupancy ofthe Practises, 16.3 Sale by Landlord. A We or conveyance by Landlord of the Project or or any portioe thereof containhng the Premises shall operate to release Landlord from tiny liability with respect to any of the agreements, obligations, covenants or conditions, express or implied, herein contained in favor ofTenanl that ere 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 agreomenm, obligations, covenants or conditions, express or implied, herein contained in Ihvo• ofTenanl that Are to be performed after (or that first scene after) such sale or conveyance (and fbr satisfaction or all liabilities arising out of the same), This Lease shall not be affooteld by any such sale, however, and Tenant agrees to attorn to the purchaser or assignee, such atlanment to be effective and self-operntivo without the execution orany further instruments by any of the patties to this Lease. ARTICLE 17-MISCELLANEOUS 17.1 tic , All notices, requests and/or demands which Landlord or Tenant maybe required, or may desire, to serve an the other (or any Holder) shall, except as expressly provided otherwise herein, be in wriling and may be served, as All 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 fur Landlord act forth in Item 11.2 of the Basic Lease Provisions end to Tenant at the address for Tenant set forth 1n Item I Ll of die Basic Lease Provisions, or, from and after tile Commencement pate, to the Tenant at die Premises whether or not Tenant has departed from, abandoned or vacated the Preiises, or addressed to such other Address or addresses as either Landlord or Tenant may !torn time to time designate written notice to the other. Any such notice, request ordon,and shall be deemed to have been served at the time Bte some was posted. 171 Brokers. The parties recognize as the brokers) who procured this Lease, the firm(s) specifled in Item 9 of the Basic Lease Provisions and agree gnat Landlord shall be solely responsible for ilia payment orally brokerage commissions to said broker(s), and that Tenant shall have no responsibility therefor unless written provision to the contrary has been made a pan, 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 file due said person or firm and Tenant shall protect, indemnify, hold harmless and defend Landlord from any Claims relating thereto. 17.3 Rluhts Reserved by Landlord. 17.3.1 Loin' by Landlord. Landlord may enter the Premises at All reasonable times to: (a) inspect the same; (h) 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 be provided by Landlord to Tenant under this Lease; (a) post notices of non -responsibility; (u) exercise any of Landlord's lights 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, IbAt. all such work shall be done its promptly as reasonably possible And sal As to cause as little interfereice to Tenant as reasonably possible) or (g) for Any other reasonable purpose. Tenant hereby waives any claim for damages for ally injury or Inconvenience to, or interfeerence with, Tenant's business, any loss of occupancy or quiet enjoyment ordle Premises or any other loss uccasioned by such entry. Landlord shall At all times have and retain a key will, which to unlock all of the doors in, on or about the Premises (excluding Tenant's vaults, safes and similar Arens designated by Tenant in writing in advance), and Landlord shall have time 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 ally such mamas, or otherwise, shall not u nder any chn umstances be deemed or construed to be a forcible or unlawful entry Into or a detainer of the Promises or an eviction, actual or constructive, orTenant from any part ofd,c Premises. Such entry by Lmndlard shall not act As a termination orTenam's duties under this Lease. If Landlord shall be required to obtain entry by means other than a key provided by Tenant, the cost of such entry shall be payable by Tenant to Landlord. 17.12 Riaht is Lansr. Pruiact m Building Nnmc and Signnge, Landlord reserves the absolute right to: (a) lease space in ilia Project and to a cote such otter tenancies in the Project as Landlord, in its sole business judgment, shall determine is in Via best interests of the Project; (b) to change die name or street address of die Building andlor the Project; and (c) to Install, affix and maintain any and all signs on the excriar and rat due Interior of die 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 due Building or the Project during the Tenn ar'this Lease. Tenant Shall not, without the prior written consent of Landlord, use die name of the Building and/or the Project, or any pictures or Illustrations of the Building and/or tine Project. in Tenant's Advertising or in any other publicity, and to the extent that Landlord greats such consent, shall refer to the Building and/or the Project by the name designated by Landlord, 17.3.3 Ilia Other Improvements. If fla bins of the Project or properly Adjacent to the Project (collectively, the "Other I mprovemonts") Are owned by on entity other that Landlord, Landlord, at Its option, in its sole and absolute discretion, may enter Into on Agreement with the owner or OvAners of Ally err all or the Other Impravcmcnts to provide: (a) for reciprocal rights of access and/or use of the Project and Ilia Other Improvements; (b) for the common managennont, operation, maintenance, improvement anti/or repair of all or Any portion of the Project slid ilia Other ImprovemeNs; (o) fur the aI10cmimn of a portion of tine OpamtIng Expenses to Ira Other improvements and the operating expenses and Loxes for the 0tlwr Improvements to the Project; and (d) for the use or improvamcnl of the Other Improvements and/or Ihn Project is ealmeetan with the Improvaneni, construction, andlor• excuvntIon or the Other Improvements and/or the Prajact. Nothing conlained herein shall be deemed or construed to limit or utherwisc Affect I,midlmd's right to convey all or atilt portion of the Project or Any other or Landlord's rights duscribed in this Leuse I7.3A RenohLlmn of the Protect And Other (nnn•aremenis/Cunsrructian of Now Ian rovennc tits, Tenant Aelolowfedges that portions of the Project undAr the Other improvements may he under constructionI'ollawtng Tenant's occupancy of the Premises, And that such conshmtiun may reanh In levels orroise, dust, ohshmelion of neccss. etc. which are in excess ol'thal present in a Ailly constructed project. Tenant aeknnwledges and agrees that Landlord may ahcr. rcrnndel, improve and/or renovate (collectively, the "Calsn•uctiml FYmdr") the liuilding. Premises, and/or the Project (including, without lrmin lion, by constructing new improvennents in Common Area.), slid in comeetlall will, ally Construction Work, Landlord may. Among other things, ereeL scallblding or other necessary structures in the Building, or elsewiwre in ur at the NO/ WC11JC C'enrvr De- CIA, of Twist anu Learn .13_ 80A-249 EXHIBIT 1C Project, restrict access to portions of' (he Project, including portions or the Compton 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 or Tenant nor entitle Tenant to any abatement of Rent, Landlord shall have no responsibility or liability to Tenant for any injury to or imerfcreneu with Tenunt's business arising Qom any wah Construction Work, and Tenant shall not be entitled to any damnges train Landlord for lass or use of the Premises, to whole or In part, or for loss of Tenant's personal property or improvements, resulting from tie Construction Work or Landlord's actions in connection therewith er for any Inconvenience occasioned by such Construction Work or Landlord's actions in connection therewith. 17.3.5 Other Welts Reserved by Landlord. Landlord reserves the follo%ving rights exercisable without notice (except as otherwise expressly provided to the contrary in this Lease) and without being, deemed an eviction or disturbance of Tenunt'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, drupes, awnings or other similar Items, and all internal lighting that may be visible hour the exterior of the Premises and, notwithstanding the provisions of Arliolc 10the design, arrangement, style, color and general appearance of the portion of the Premises visible from the exterior, and contents thereof, including, without limitation, thmlture, fixtures, signs, art work, wall coverings, carpel and decorations, and oil 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 prewiling 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, elevator's 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 tinder this Lease; (e) to prohibit the placement ofvending ordispensing machines ormy kind in or about the Premises other than for use by Tenant's employees; (O to prohibit the placement of video or other electronic games in the Premises; IS) to have access for Landlord and otter tenants of the Building to any mail chutes and boxes located In or on time Prandnis according to the rules of the United States Post Office and to discontinue say mail chute business in the Building and/or the Project; (h) subject to Tenant's rights of access under Section 2.L3, to close the Building after normal business hours, except that Tenant and its employees and invitees shall be entitled to admission at all Imes under such rules and regulations as Landlord prescribes for security purposes; (1) to install, operate and maintain surveillance systems which monitor, by closed circuit television or otherwise, all persons entering or leaving the Building and/or the Project; u) 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)10 retain at all times master keys or pass keys to tie Premises; (1) to modify, change, add to or delete the design, configuration, layout, size, ingress, egress, areas, method of operation, and other characteristics of or relating to die Parking Fuciiides at any time, and/or to provide for nonuse, partial use or restricted use of portions thereof, (m) to delegate control of the Pinking Facilities to a parking operator (and/or to master lease the Parking Facilities to a parking operator) in which test 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 governments] or quasi -governmental authority or public utility relating to: (1) the use or conservation of energy, water, gas, light or electricity, reduction of automobile or other emissions, or the provision of any other utility or service and/or Ili) die reduction and/or mnnogement of traffic, transportation or parking in or around the Project, 17.4 Light and Alr• No diminution or shutting oft' 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 Forco Nlalcure. 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 die control of Landlord, including, bit not lindted to, strike, labor trouble, governmental rule, regulations, ordinance, statute or interprolalion, or by tire, earthquake, civil commotion, or failure or disruption of utility services (n "Force Majeure Event"). The amount of time for Landlord to perfunu any of Landlord's obligations shall be extended by the amount of time Landlord fs delayed In performing such obligation by reason or any such Force Maje ire Event whether similar to or difdinu nt from the foragoing types of occurrences. 17.6 Migillevs'Feesn Cover•nine tan^No Coanteretaim' Choice or Lows' Wniver arjury Trial. 17.6.1 Attorneys' Fees, If other Landlord or Teneit shall commcnae any action or other proceeding against the other arising out of, or tainting to, this Lease or the Premises, the prevailing party shall be entitled to recover from the losing party, in addition to may other relief, its actual attorneys' fees irrespective of whether or not die action or other proceeding Is prosecuted to judgment and irrespective or any court schedule of renaonnblc attorneys' fbcs, In addition, Tenant shall reimburse Lmrdloni, upon demand, for all reasonable attorneys' lees Incurred in collecting Rent ur obcat rise seeking enforcement against Tciamt, Its sublessees and assigns, ofTennnt's abligmions under lit is Lease. 17.6.2 Covernlne Law, This Lease shall be governed by, and construed lu accordance with, the laws of the state of Call limrnin (without regard to its conflict of laws principles), 17.6,7 Choice of Inrisdiction, Tenant hereby submils to local jurisdiction in the State of California and ogrees that any option by Tenant agahma Landlord shall he instituted in the State of California and that Landlord shall have personal Jurisdiction over'fennnt for any notion brought by Landlord trgninst'fenurt4 in the State ofCa]ftbmia. 17.6.4 Waiver a Trial by Jurv. TO THE FULLEST EXTENT PERMITTED BY LAW, LANDLORD AND TENANT' EACH EXPRESSLY WAIVE THEIR MCI IT TO TRIAL. BY JURY IN ANY TRIAL IIELD AS A RESULT OF A CLAIM ARISINO OUT OF OR IN CONNECTION WITH THIS LEASE IN WHICH LANDLORD AND TENANT ARE ADVERSE PARTIES. 'rHE PILINO OF A CROSS. COM PLAINT BY ONE ALAI NST TI IE OTHER IS SUFFICIENT TO MAKE THE PARTIES "ADVERSE" 17.7 OFAC Contnihnicc. Temint represents, wmrants and covenants to Landlord: (a) Ihnt neftlter the Tatum nor any person or entlty thin directly awns a I O'6n nr greater equity interest in it nor any of its ollieers. directors or managing members is a person or emit}' with whom U,S, 8011111014r 01rrrer•Dr-00. nfSrrnlu Ana Lelad .16- 80A-250 OVA CII=3Wral 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 limilullon, Executive Order 13224, or other governmental action, (b) that Tenant's activities do not violate tiro Money Laundering Act, and (a) that throughout the ten ardhls Lease the Tenant shall comply with Executive Order 13224 and with the Money Laundering Act, 17.8 Stntg,Specific Reauirements. 17.8.1 Celirm•nin Civil Carlo Section 1938. As of the dale orthis Lease, the Promises, Building and Project have not been inspected by a Certified Access Specialist ("CASp") as rahrred 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 appllcable 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 tenmit horn obtaining a CASp inspection of the subject premises for die occupancy or potential occupancy orthe lessee or talent, if requested by the lessee or tenant, The parties shall Mutually agree on the grrangements Ibr the time and mo mar of the CASp Inspection, the payment of the fee for the CASp inspection, slid 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 2540210, Pursuant to California Public Resources Code Sactien 25402.10 and the regulations adopted thereunder (together with any future law or regulation regarding disclosure of energy efficiency data with respect to the Project, the "Eectricnl Energy Disclosure Laws"); (a) Landlord is or cony be required to disclose to third parties (including, without limitation, prospective purchasers, lenders and laterite orthe Project) intomation concerning Ole amount of electrical powerconsumed at the Project ("Electrical Energy Use Dsclosuves"), and (b) in order to make such Electrical Energy Use Disclosures, Landlord may need to obtain infm'matlon regarding Tenant's catsumplio t of electrical power In the Premises (if and 10 the extent that delivery of electrical power to the Premises or any applicable portion thereof that is measured by a motor in Tenant's name). Accordingly, Tenant agrees to cooperate with Landlord in connection with any such Electrical Energy Use Disclosures, including, whhout If ldtatlon, by providing to Landlord, within ten (10) days following Lessor's request therefor; (i) copies of (or access to) bills or other records reelecting the delivery orelectdcal power to the Premises or any applicable portion thereof Ihnt is measured by a meter in Tenant's name and/or (11) other information (such as without limitation, ilia number of employees regularly working at the Prandses (err any applicable portion thereol), 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 thereoY)) that is reasonably required for Landlord to estimate the unount or electrical power consumed at the Premises. 17.9 Fah• Employment Practieas/fYmn-Discriminstlnro Landlord agrees, subject to applicable laws, rules and regulations, that no person shall be subject to discrimination In the performance of Oils Lease on the basis cranes, color, religion, national origin, sex, Sexual orientation, gender Identity, AIDS, HIV status, age, disabllity, 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 or these bases, including but not limited to employment, upgrading, demotion, Iransfer, recruitment, recruinnenl advertising, layoff, termination, rules Offaly or other farms of compensation, and selection for training, Including apprenticeship. 17,10 Interm•etnttan, Tenant acknowledges dietit has read and rcvlewed [his Lease and that It. has tied ilia opportunity to confer with counsel in Ole na;otintien of this Lease. Accordingly, this Lease shrill be construed neither for nor against Landlord or Tenant, but shall be given a fair and reasonable interpretation in accurdence with the meaning of its terms mid [he 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 Oils Lease, All terms and words used in this Louse, regardless of the number or gender in which they are used, shall be deemed to include the appropriate number and gender, os the context may require. Each coverant, agreement, obligation or other provision of this Lease to be performed by']'cliAnt are separate and independent covenants of Tenant, and not dependent rah any other provision or this Lease. Time is or the essence or this Lease and One performance of all obligations hereunder. In die event any provision of Oils Lense is found to be unenforceable. the remainder of this Lease shall not be affeoted, and nay provision found to be Invalid shall be enforceable to the extent permitted by law. The parties ngree that if two different interpretations nnny be given to any provision hereunder, are orwhich will render the provisloa unenforceable, and tine of which will render the provision enforceable, ilia interpretation rendering the provision enforceable shall be adapted. 17,11 No Partnership or Joint Venturer No Third Party Beneficiaries. Nothing contained in this Lease shall he doomed or construed to Wrests the relationship of principal and ogent, or portaaship, or joint venture. or any other relationship between Landlord and Tenant other than landlord and commit. 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 pa•tias shall have any rights hereunder• its against landlord, For die avoidance of doubt, It is understood and agreed that Persons that are Landlord Parties are Intended [bird patty beneficiaries eland shall have the right to entbrce Sections 14.1, )d 7, 14.3 and 1 G.2 above 17,12 Entire Aeroenent; Amendment; Successors: Survival or Obligations. This Lease contains all of the agreements and understandings relating to tie lousing of the Promises and Ora obligations or Landlord and Tennnt in connection will such leasing. Landlord lips not mane. a la Telaw is not relying upon, any warranties, or representations, promises our statements made by Landlord or any agent of Landlord, except those expressly set fourth heroin. This Lease supersedes any snit all prior agreements and understandings between Landlord and Tenant and alone expresses the agreement of tho parties. This Lapse shall not be amended, changed or modilled in any sway unless In writing executed by Landlord and Tenant. Landlord shall not have waived or released any or its rights hereunder unless in writing and executed by ilia Landlord. Except ns expressly provided herein, this Louse and the obligations of Landlord and Tenant contained heroin shall bind or inure to the benerit of Landlord and Torrent and their respective successors and assigns, provided Oils clause shall nut permit am Trnsibr by Tennnt contrary to the previsions or Ar'cle LL, Any obligations of Tawarning nuat wning prior to the expiration of This [,ease shall survive the termination or t is Lease, and 'Tenant shall pranpty perform all such obligations whadlcr or nut this Lease has axpired, 17,13 Prohibition Against Itecordinu. Neithcrthis [.,ease nor any memorandum. nitidavit orother wiling with respect thaeto shall be rounrded by Tenant our by anyone acting through, under our on behairorTunanl, YOf W'Clde Crnrer Or-CtrP uJSrnrrn.4nn Lunar - l7. 80A-251 EXHIBIT 1C 17,14 Con tldeatInlity, Tenant agrees that: (a) the terns and provisions of this Lease are subject to the terms of the California Public Records Act and Freedom of Infannation Act 17,1$ o Offer to Lpflsc The submission of this Lease to Tenant or its Broker or other agent, does not constitute an offer to Tenant to lease tpa Premises. This Lease shall have no force and effeo moil: (a) It is executed and delivered by Tenant to Landlord, (b) it is fully reviewed and executed by Landlord slid (o) all condlilons to the efleefiveness of this Lease are satisfied (or walved 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 Tnnanfn credit. constitute an offer by Tenant to Lease Ore Premises upon the tends and conditions set forth herein (wMaji offer to Lease shall be irrevocable for twonty (20) business days following die dale of delivery), 17.16 Atithorhy. If Tenant signs as a corporation, partnership, limited liability company or other similar entity, each or one persons executing Ibis Lease on behalf of Tenant does hereby covenant and warrant that Tenant is a duly authorized and existlng entity, that Tenant has and is qualified to do business in the state of California, that Tenant has full right and authority to cater Into this Lease, and that each ofboth of the persons signing an 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 (Ills Lease slid that fire person signing on behalf of Landlord is authorized to do so. 17.17 Cli ternnrtsl Pneshulle EI cation, This Lease may be executed In counterparts each of which shall be deemed as an original, but all of which token 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 fill[ force and effect as if en original executed copy or ccuntarport of this Lease had been delivered, lSfgnaruresAppear oil Next Pagel So P'Clrfe Comer Or—Cl4, ofSrmnrana Uwe • IS• 80A-252 EXHIBIT 1C IN MIITNI' "SSW I Ili It1:0 P, Ih is l.cnsu is hereby executed na 0f the 81'ruetivc Dlite, LANDLORD: TENANT': CF SANTANA, LLC, THE CITY OFSAND\ AN'A, it Delnoma; IintilndC lit I>�� n Muniaipal cagtnrulion. By: Name: Andrew Osborne Nume; CvnihiaJ.,Ktlnz 'ITie: Authorized EiVia ©pr TWO: Interim My Mai :»er ' Al E57 D Name; Muria Huiiar Title) ClerfioflhaCuuncil j i EI%diva Unlc: .2017 APPROVED ASTO rOR? 1; Sonic R. C,nrvulbu, City Alto By:�-- Lisa Storck, Asst, City Attomay RF.COMMMF..D APPROVAL: Robert M, Zur'5 -:de,,lnlerim Executive Director ColiLi7unhl Development Agency 01 IF011r Crider Dr— Lmit, .I9. 80A-253 EXHIBIT 1C 9 I 80A-254 EXHIBIT 6 NOTICE OF LEASE TERM DATES To: City of Santa Ana 801 W. Civic Center, Suite 200 Santa Ana, CA 92701 Attn: Deborah Sanchez A-2017-264.02 Re: Office Lease dated October 7, 2017 (the "Lease") between CF SANTANA, LLC, a Delaware limited liability company ("Landlord"), and the City of Santa Ana, a charter city and municipal corporation ("Tenant") concerning Suite 200 on floor 2 of the office building located at 801 Nest Civic Center, Santa Ana, California. Deborah Sanchez: In accordance with the Lease, we wish to advise you turd/or confirm as follows: 1. The Promises are substantially completed, and the Term shall commence oil or has commenced on June 11, 2018 for a term of sixty (60) months ending on Jun 30, 2023, 2. Base Rent commenced to accrue on June 11, 2018 in the amount of $42,506.20 per month and as more particularly setforth In lggL4ofthe Basic Lease Provisions oftheLease. 3. If the Commencement Date Is other than the first day of the month, the first billing will contain a pro iata adjustment. Each billing thereafter, with the exception of the final billing, shall be for the f ill amount of the monthly installment as provided for in the Lease. 4. Your rent cheolm should be made payable to CF SANTANA, LLC, 2101 Rescarans Avenue, Suite 3270, El Segundo, CA 90245 Attn: Ken Quach, Accounting Manager. 5. The Premise contains 19,321 RSV, 6. Tenant's Proportionate Share is 13.561%. LANDLORD: CFSantana,'LLC, aaPelaw'vi5f[T19-ifi1:'d� flab"tlit�mpangt. Name: Andrew. a—gbgpHo-- Title: Authorized Signatory TENANT; THE CITY Or, SANTA ANA, a Munlvipat corporation r By; —+ Print Name: Raul Q dinQ17 I Title: City Manager {�� VAS TOICORM Maria D.Huizar f Clerk of the Council City Attorney 80A-255 EXHIBIT "C" WORK LETTER THIS WORK LETTER (this "Work Letter") is attached as Exhibit C to that certain OlTice Louse (the "Lonso") by and belweo n CF SANTANA, LLC, a Delaware limited liability company C'Londlord") and THE CITY OF SANTA ANA, s Municipal corporation. ("Tenant"), This Work Leltor sets forth the terns, covenants nod conditions relating to the Construct]on and installation of the Tenant Improvements in Are Init! at Premises, All capitalized terms used heroin not otherwise defined herein shall have the meanings attribu led to such terms in the Lease. 1.1 Landlord's Architect and the Engineers. Landlord shall engage (a) Fraser McClellan or another qualified interior mahftaot selected by Landlord ("Landlord's Architect") to prepare tiro Construction Drawings (defined below) for die Promises based upon the Final Space Plat (defined below) and (b) engineering consultants selected by Landlord (ilia "Engineers") to prepare all engineering plans and drawings for die structural, mechaufcal, electrical, plumbing, HVAC, life safety, and sprinkler workrolating to the Tenant Improvements for the promises. 1.2 Final Space Plan; SnacePlanninit Allowlinee, Acopy ofthe fiinalspace plan (and prioingplan) forallTenant 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 28 8,15 (i.e., 50,15 per RSF In ilia 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, L3 Final Working Drawings, Based upon the Final Space Plan, Landlord shall cause the Architect mid the Engineers to complete and deliver to Tenant for Tenant's reasonable approval two (2) copies or complete fully wordhwted architecture] 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 "Flood Working Drawings"), Tenant shall, within five (5) business days after Tenant receives die Final Working Drawings, either: (a) approve the Final Working Drnwings, or (b) disapprove the Final Working Drawings Plan because a Design Problem exists and return the terrain Landlord showing revisions required to eliminate such Design Problem (or Design Problems). If Tenant fails to notify Landlord within five (5) business days after (ts receipt of ilia Final Working Drawings that it approves or disapproves ilia same, Tenant shall be deemed to have approved ]lie Final Working Drawings. A "Design Problem" means and shalt exist only if the Final Working Drawings are not consistent with die Final Space Part. If Tenant disapproves the Final Working Crowbngs because they contain one or more Design Problems, then Landlord shall cause Landlord's Architect to make die requested changes dnereto to the extent required to eliminate such Design Problems and shall resubmit to Tenant such revised Final Working Drawings, with die foregoing procedure to be repeated until the Final Working Drawings for die Premises are ultimately approved (at - doomed approved) by Tenant (as so approved, die "Approved Working Drawings"). The Approved Working Drawings, as modified by any Changes (defined below) approved by Landlord, and all parts or components thereof are sometimes referred to herein as the "Construction Drmvings". 114 Chances In the Final Snace Plan :tad Anoroved Working Drawings. No Changes (defined below) may be made by Tenant Without die prior wriden consent of Landlord (in accordance with Section L511, below); provided, however, that Landlord may withhold its consent in Its sole mid absolute discretion to any Change which In Landlord's judgment are unreasonable or would directly or indirectly delay Substantial Completion (defined below). Tenant acknowledges mid agrees that Tenant shall bear the cost or any Changes that arc requested by Tenant, "Changes" means, collxdvely; (a) any chmiges, 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 modffications or operations 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, L5.1 Any approval or consent of Landlord hereunderwith respeet to any portion or component orlhe Construction Drawings or die Tenant Improvements shall be grinned or withheld on die bests of such standards as Landlord shall establish in good faith front Once to time. Landlord has established (or may establish in ilia (uture) Building Standards for die components to be used la the construction of the Tenant Improvements in the premises ("Building Sf nrdard.s"), The quality of all Tenant Improvements shall be equal to or of greater quality than the quality speciications orthe Building Standards; provided, however that Landlord may, at Landlord's option, require die Tenant Improvements to comply wilh spectra Building Standards. Lendla•d reserves die right to pronmlgale, establish, modify, delete from, and make other changes to the Building Standards livm time to time. 1.5.2 Landlord's review of any matters (Including, without limitation, any requested Changes), as set Imlit in this Work Letter, shall be solely For the purpose or protecting Landlord's interests hereunder, and shall not Imply Landlord's review orthe more, or obligate Landlord to mv]ew the same, for quality, design, Code compliance or other tile: matters, for the benefit or Tenant or any other party, and Landlord shall not he responsible for any omissions orerrors contained in any such items, �� '•u2 COST OF THE TENANT Idd PIlOVE1l I':N'1'5 2.1 A Vocal ion orCosts; Allowance Amount: Tenant l mprnvemont Costs, ZIA Subject to ilia provisions at' this Work letter, Landlord hereby grants Tenant dim the Tenant Improvement Costs (defined liana)) nn nnheunt (the "Alluwancc Amount") equal to $772"5400l1 (i.e.. $40.00 per RS'F in the tnilial Premises). Tenant shall hear all 301 ir' C'iitlr Center Dr— C/or "fSrnuu rbrn Lewe Exhibit C 80A-256 EXHIBIT 1C Tenant Iniprovemont Costs (dollned below) (slid all other cesls or expenses ilieu Arad by Tenant bn connection with the design and construction of the Tenant Improvements) in excess of the Allowance Amount ("Excess'ratio nl ImpruvomanI Casts") in accordance with ilia provisions of this Work Letter. Landlord shall have no obligation hareunder to make any payments or disbursements, or to incur any obligation to make any payment or disbursement In connection with Ilia design and conshmcdon of ilia Tenant Improvements, In a alai amount which exceeds the Allowance Amount, In ally event, at all times Tenant shall pay and Satisfy in full on a timely basis all obligations far payment Incurred by Tenant in connection with the design and construction of tine Tenant Improvements. "Landlord's Architect" means the qualified licensed architect designated by Landlord front time to time as Landlord's Architect. 2.1.2 "Tenant Improvement Costs" means Ilia following: (1) the fees of the Architect and the Engineers In excess of the Space Planning Allowance; (11) Landlord's customary supervision roe (tile "Supervision Fee") in an amount equal to three percent (3%) of the total Tenant improvement Costs (excluding the Supervision Fec); (111) 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 ar modifications It, or to Ilia 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 pull, oftrovel fremAo public transportation and public rights -away, parking and restroom areas, that are required to cause Ilia some to comply with any applicable Codes); (v) the cost of any Changes to Ilia Construction Drawings or the Tenant Improvements required by Code; (vi) all costs of (or relating to) construction of the Tenant Inprovemants (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 (amoval costs, parking fees, after-hours utilities usage, and contrnetors' fees and general conditions; (vii) die cost of cable and other telecommunications lines Installed as poll of the Tenant Improvements, but specifically excluding any costs in connection with the installation of Tenant's telephone service (which shell be separately installed by Tenant's Agents); (will) plan check, permit fees, license fees, Title 24 fees and use taxes; and (Ix) the cost of installing Building Standard window coverings; and (x) lilt costs of the tenant demising walls and public corridor walls and materials to be Installed on the second floor relating to the drywnll and any finishes and hardware on the Premises side of such walls as designated by Landlord, 2.2 Payment of Excess TegngJ fmnrevement Casts 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 Seclion 321 below). If el any time during the worse of performance or the Tenant Improvements, Landlord in good faith determines that the Excess Tenant Improvement Costs to be Incurred in connection With performance of the Tenant lniprovenlents will exceed the amount orally amounts ("Deposits") previously deposited by Tenant with Landlord pursuant to this Section U then not later than three (3) business days following Landlord's written request therefore, Tenant shall pay to Landlord In push the amount of such excess. Any failure by Tenant to pay to Landlord any Amount required to be paid to Landlord under this Suction 2.2 (or under Section 2.3.2 below) within the time periods specified above shall be treated as failure to pay Rent when ilia some is due ardor the Lease, and notwithstanding Anything fn this Work Letter or die Lease to the contrary, (a) Landlord shall have the right to require tie Contractor (defined below) to discontinue Its performance of Ilia Tenant Improvements until such time as Tenant complies with the requirements of this Section 12, (b) any delays associated Willi Any such discontinuance shall be deemed Tenant Delays (end 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 norm of consequential damage which may result from any such discontinuance by Landlord under this Section 2 2• 2.3 DReconciliation of Costs. Landlord shall have the right to disburse the Allowance Amount together with All Deposits previously mnde by Tenant (collectively, the "9'ennnt Credit Amount") forsuch Tenant Improvement Costs and In such order As Landlord shall determine. Following final completion of the Tenant Improvements, Loodlord shall reconcile (die'"T1 Cost Reconclllntlodq the total Tenant Improvement Costs incurred or disbursed by Landlord hereunder with the T'ennnt 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 Londlord's wdnen request therefor, 2.3.2 If the TI Cost Reconolllation indicates that the Tenant Credit Amount exceeds die total Tenant improvement Costs incurred or disbursed by landlord hereunder, then: (A) to the extent of Any Deposits made by Tenant. Landlord shall promptly alum (or at Landlord's election, credit against Tenant's obligations to pay Rent next corning due) the amount of such excess Deposits to Tenant, and (it) to die extant that the T1 Cost Reconciliation indicates that Allowance Amount exceeds the total Tenant Improvement Costs inaared or disbursed by Landlord hereunder (any such excess the "Unnpplied Allowance Amount"), then Tenant shall have the right, exercisable on or before the first (I") Anniversay of the Commencement Date to deliver u Disbursement Request (together with all of the other Items described in Seclion 2 3 1 above) requesting: (i) disbursement of funds from the Unapplied Allowance Amount rot, (a) Tenant Improvement Costs paid directly by Tenant; (11) disbursement of up to 3193,210.9g (I.e., 510.00 per RSF in the Initial Premises) from the Unnpplied Allowance Amount for ME Casts (defined below) Incurred by Tenant; and/tor (ill) disbursement crop to S96,005.60 (i.e., $S 00 par RSF In the Initial Premises) from tie 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 212 or otherwise to: (A) disburse ally amount In excess of ilne Unnpplied Allowance Amount, (E) disburse more than the amount specified in clause Ili) above finr Ffd:E Costs. (C) disburse more Ilion the i nu ant specified in clause (Ili) above for Cabling And Moving Coils, (D)disburse any fronds fhann the Unnpplied Allowance Amount for which Tenant first requests disbursement on or alter the first Anniversary of ilia Commencement Dula "FF&E Coils" means costs Incurred by Tenant for Ibmiturc, lixtures and equipnhept and cabling Sardis Promises, And "Cabling & Moving Costs" means costs incurred by Tenant Ibr cabling installed in the Premises and or for 'I'c nint's move into the Promises. 2.3,3 Notwithstanding anything to ilia contrury in this Work Letter (or in Any other Provisions of this Lease), it' the Allowance rlinnunt exceeds the loud Tenant hnprovcmenl Costs incurred or disbursed by landlord hereunder plus Lilly amounts disbursed to Temnt under5ecdon 2.3.2 above, Tenant shall not be entitled to 'my credit ugulliM Or Abmemem of Rent. 401 tl'Cirlr CmnorUr-01J'ofsun(edo" Leine Exhibit C 80A-257 EXHIBIT 1C SUCTION 3 CON8TffOCT10N I3ELlVf RV OFPREN1§ES• SUBSTANTIA L COMPLCTI ON PUNCH LIST I TENNIS 3.1 Eernihs. 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") (Irony) necessary or required (in Landlord's good faith discretion) for the Contractor to commence, perform and filly complete the construction of the Tenant Improvements, Neither Landlord nor any Landlord Party shall have any obligation or liability to Tenant If say permit (including, without limitation, any building permit, certificate of occupancy, or equivalent) Is not timely or otherwise issued. 3.2 Landlord's Selection and Rcoq don ofthe Contraetuc 3.2.1 Landlord shall submit the Construction Drawings for die Premises on a fixed contract amount (or OMAX) basis to a general contractor selected by Landlord (the °(:onhvctur"), 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 ilia rfshl to designme the subcontractor or subcontractors to perform particular trades (or components of) ilia Tenant Improvements such as fire/life safety, FIVAC, structural slid electrical work. 3.2,2 Landlord reserves the absolute right, without the need for consultation with or the consent of Tenen6 to temhinste 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 wolves 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 thereoq for any reason, 3.2.3 lfthe Tenant Improvements shall constitute "public works: pursuant to Labor Code §7720.2, 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 subtlest la restrictions and penalties in accordance wish §1770 et seq. of the Labor Code which requires prevailing wages be paid to appropriate work classifications In all bid spaolfhcutions and subcontracts, (b) Landlord shall require the Contractor to Hanish all subcontractora/employees a copy or the Department of Industrial Relations prevailing wage rates which Lessor will post at the job site, For further information on prevailing wage: http'//wu�rdir,aeov/dlsr atistios resemehhhnl (a) Landlord shall require the Contractor to comply with (and to cause Its subcontractors to comply with) the payroll record keeping and availability requirement orli offlit Labor Code, (d) Landlord shall require the Contractor to (and to cause its subcontractors to Lessor/contractor to) make travel mid subsistence payments to workers needed for performance of work in accordance with the labor Code. (a) Prior to cnohmeacxmant of work, Landlord shall require Elie Contractor to contact the Division of Apprenticeship Standards and comply with §1777.51 §1777,6, and §17717 ofthe Labor Code and Applicable Regulations, 3.3 Delivcrw of Premises Subs(nntdal Cmmnteflem P r heh 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 Con.s0uctlo l Drawings) and to all of Landlord's other express obligations mnder the Lease (including, under Section 9 of the Lease), landlord shall have no duty or obligation to improve, or pay for any improvement for, the Promises or any portion thereof and Tenant shall accept the same in Its Tenant shot[ accept the Premises in its, then existing condition on the Delivery Date, "AS -IS", "WITH ALL FAULTS", 3.3.2 A=I. tnnlinl Completion. Pot purposes of f ils Lease, "Substantial Completion" shall occur upon (and ilia premises shall be "Substuntully Complete" upo) the substantial completion oreanstmodon of the Tenant Improvements pursuant to the Approved Working Drawings, as evidenced by a °sigooll" an the building permit card by an Inspector of the applicable governmental authority (typically file city in which the Building is located), with tro exception of any Punch List Items (dolled below) and tiny levant fixtures, svork-stalions, bulk4n furniture, orequlpmenl to be Installed by Tenant or under ilia supervision a f Contractor. 3.3,3 Punch List ticmy. Ater the Substantial Completion by Landlord of the Tenant Improvements. repmscntndvas of Landlord, Tenant and the Contractor shadi coulpiciniy inspect the prcudses and complete a list (the "Punch List") or all Panel, List Items (defined below). AntlhorizuJ represcntativcs• ort.andlord. Tannin and the Contractor shall execute said Puacli List to indicate their approval thereof Landlord shall cause the Contractor to complete all Punch List Ilcms described on the Punch List m soon as reasonably possible following tie approval of such Puncll List. As used herrin, "Pwhch List Items" moons all items of construction which entail one or more details of eonsuuclion, decoration, mechanical adjustment or (nstallminn dint do not nod erially and adversely affect the use aid occupancy of any portion orthe Premises Iter the normal conduct orTenaut's business. 8111 It'Chllr Carver Or- Coy ofS'nnm Anrr Lrevu eh ihit C 80A-258 EXHIBIT 1C 3.3.4 Aasienaenf of Wnrrnnlias, Effective upon completion of the Tenon I, Improvements, Landlord shall naslgn to Tenant all warranties and guerrillas by Contractor relating to the Tenant Improvements, and Tenant shall waive (and hereby wolves) all claims against Landlord relating to, or arising out of ate construction of, the Tenant improvements, SC fION 4 TIMEIDELAYS U Time. 4.1.1 Tittle nF the Etsence In This Work Ulfe , Unless otherwise indicated, all references herein to a "number of days" shall mean and refer to calendar days. in all instances where Tennnt is required to approve or deliver all 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 lime perlod shall commence, Except where specific time periods are sprelned herein, oil references to a "r nisonnble period" contained In Otis Work Letter shall mean a reasonable amount of time to respond to tile 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'(S) 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 DeIM 4,21 Tenant Dabvs, A'Terant Delay" means any delay as a direct, indirect, partial, or total result of any act or omission oFTenant or any ol'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) say breach by Tenant orthe provisions of this Work Letter or of the Lease; (a) any Changes requested by Tenant; (if) any requirement afferent for materials, components, finishes or improvements which are not available within a commercially reasonable period, or which ure different from, or not included in, the Building Standards; (a) changes to the Base Building and/or Building Systems required by the Final Space flan, the Approved Worldng Drawings (or any Changes); (q any unreasanoble interference by Tenant or any ufTormnt'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" aeons an actual delay as a result of any of the following: (a) Landlord's failure (kbr any reason other than a Tenant Delay or a Ponce Majeure Delay) to approve any matter regniring 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 ompiayeas, contractors at, agents (except as otherwise allowed under this Work Letter) with 'tenant's performance orony of its obligations underthis Work Letter; or (c) any other Failure by Landlord, which pursuant to ilia icing of this Work Leter Is deemed a Landlord Delay. Notwithstanding any provision oflhis Work Letter to the contrary, in the event that Tel l claims that it has suffered a Landlord Delay, Tenant shall, as a condition of the effectiveness of die claimed Landlord Delay, within three (3) days of its discovery ofthe claimed Landlord Delay, notify Landlord in writing of the exismuce uFthe claimed Landlord Delay and the probable estimated duration arsuch claimed Landlord Delay. 4.2.3 Force iVlainure Delnvs. A "Force Majcurc Delay" means any; (a) actual delay attributable to any strike, lockout or other Labor or industrial disturbance (whether or not on the par Ofthe employees of either party hereto) other than any such disturbance caused by or refuted to any default or activities of Tenant or any Tenant's Agents (if claimed by Tenant) or orLandlord or any of Landlord's agents, employees or contractors (if claimed by Landlord), (b) actual delay caused by nay civil disturbance, act of [lie public enemy, war, terrorism, riot, sabotage, blockude, or enrbago, (a) actual delay attributable to lightning, earthquake, fire. gratin, hurricane, lomado, fund, washout or explosion, or (d) actual delay caused by governmental delay In lie issuance of the Permits not due to the fault or negligence of Tenant or any Tenant's Agents (i rcloimed by 'Pertain) or gross negligence or willRrl misconduct of Landlord (if claimed by Landlord), or (e) any delay due to any of her sdnhllar cause beyond (lie reasonable control or the party from whom perfomnance is required, and beyond the reasonable control of•dts contractors and reprosentadves (including; without limitation, In the case of Tenant, the Tenant's Agents). Notwithstanding any provision oflhis Work Letter to the contrary, in die eyed thal any party claims that it has suffered a Force Majeurc Delay, such party shall, as u condition or die effectiveness of such Force Mqjeure Delay, within three (3) flays of discovery orthe source orsueh delay, amity the other party hereto in writing orthe existence oFamh Force binjeme Delay. ate nature orthe steps being token bysudh party to minimize such delay and the probable estimated duration of such Pm•ce Mujeum Dolay. swriONS CENLRAL PROVISIONS 5.1 R u"resmttadves. 'Tenant Ills designated Dp.BORAH SANCHEZ. ECONOMIC DEVELOPMENT SPECIALIST III as Its sole representative with respect to (lie matters set forth fit this Work Leiter, %vl)o, until further notice to Landlord, shall have full authority and responsibility to act on bchuff or (lie Tenant as required in title Work Letter. Landlord has desig iti ed Tod Mild nk as Its sole representative with respuct to the natters set forth In tits Work Letter wile, until further notice to Tenant, shall have dad authority and responsibility loact on hchadfor the Landlord as required In this Work Letter 52 'I'enant's Lraniv into the Premises friar to visa maid 'nn1Pl tl Provided that'Nutint And Tenant's Agents do not interfere Iliany respucl with Cantraclor's work (mar pet rain once of the Tenant Improvements) In the Building and the premises, Landlord shall allow Tenant rl'agannhde uecess to die Premises at least thirty, (30) days prior In the Substantial Completion I'ar tho pugmsu of funnnt Installing over 8#1 UThir C'enrer Ur—Clp•nJ'Suarn •4nn Leese L".xhibil C. 80A-259 EXHIBIT 1C standard equipment or fixtures (including Tenant's data and telephone equipment). Not less than five (5) business days prior to Tenant's entry as penniued by the terns of this Section 5,2, Tenant shell submit a schedule to Landlord and Contractor, for their approval, which schedule shall detail the timing end purpose of Tenant's entry and the particular Tenom's Agents involved, and a copy or any governments] 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 lettant'a Aaonts aryl Cmrstrr.etinn Matters, Tenant's Architect, the Engineers (if any) and all subcontractors, laborers, materialmen, and suppliers reGnined directly by Tenant (collectively, "Tenants' Aechts") shall conduct their activities in and around the Premises, Building and the Project in a hmm70nl0na relationship with all oiler 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 oFAmerica, Subject to theprovisions oftlds Work Letter, Tenant shall: (a) timely pay in full all charges ofeoch Tenant's Agents, (b) shall, on demand from Landlord, ellminale of record and satisfy in foil ell 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 Agen4 evidence, in form satisfactory to Landlord, compliance in full with the insurance requirements act forth In Exhibit "C>2" attached hereto, and (d) indemnify, defend, protect end hold Landlord harmless front any Claims, Damages and Costs asserted against or incurred by Landlord in connection with the Construction Drawings, any act or emission of any Tenant's Agent, or in connection with Tenant's non-payment of any amount arising out of the design or consbuction of the Tenant Improvements. Tanvrt shall comply in fill (and shall cause each of ils Tenant's Agents to comply in full) wiflt such construction rules and regulations as Landlord shall adopt from time to time, 5.4 Tenant's Lcam Default. Notwithstanding any provision to the contrary contained in Obis Lease, if an Event of Default, or a default by Tenant under this Work Letter, has occurred al any time on or before the Substantial Completion, than: (a) In addltion to all other rights and remedies granted to Landlord pursuant to die Lease, Landlord may cause Contractor to cease the construction or the Tenant Improvements (In which case, any delay Substantial Completion caused by such work stoppage shall be a Tenant Delay and any Increased costs that result from any such work stoppage shall be Tenant Improvement Costs), and (b) all other obligations of Landlord under the terms of this Work Letter shall be suspended until such time as such default is cured pursuant to the terms of the Lease, 801 If C7We Center lA•—Cla' afSr... a An t Lerere sxhlbiLC 80A-260 EXHIBIT 1C 80A-261 EXHIBIT IC N ,I 80A-262 EXHIBIT 1C SCPILpULE "C 2' IhlBlIANCg IipOIIIRFMPM'c Uen2rad Covers rev All of Tenant's Agents shall nary wmker'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 arc required to be carried by Tenant as set Forth in Article I I of the Lease, Snacial Coverages. The Tenant Improvements shall he Insured by Tenant pursuant to Anlcle I I of the Lease Immediately upon completion theraor. All orTenum's Agents shall curry excess liability mid Products and Completed Operation Coverage insurance, each in amounts not less than $1,000,000 per lneldeut, $2,000,000 In aggregate, primary automobile liability insurance with limits of not less than $1,000,000 per occurrence, and wodcers' 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 ofthe Lease. Can seal Terms, Certificates for Bit Insurance carried pursuant to this,cjtj,7cdule',C-21! shall be delivered to Landlord before any entry into the Project by Tenant or any Tenant's Agent. All such policies orinsurancc must contain a provision that the company wilting Bald policy will give Landlord thirty (30) days prior written notice or any cancellation or lapse of the effective dote or any reduction in the amounts of such insurance, In the event that the Tenant Improvements are deranged by any Tenant's Agents during die course of the construction thereof, Tenant shall Immediately repair the same at Tenant's sale cost and expense. Tenant's Agents shall maintain all orthe foregoing Insurance coverage in force until the Tenant Improvements ore fully completed and accepted by Landlord. All policies curled under this Schedule "C•2" shall insure Landlord and Tenant, as dieir interests may appear, as well as ComrUtor and Tenant's Agents. All Insurance, except Workers' Compensation, maintained by Tenant's Agents shall preclude subrogatlon 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. 80/ IGChdr CmkrOr--C'lry ySnum Antt Lease Schedule C•2 80A-263 EXHIBIT 1C EXIIIBIT"D° RULES AND REGULATIONS Tenant shall Is thlhlly observe and comply with the following Rules and Regulations (Including, hilt not limited to the General Rules, the Parking Rules and the Rules oflnc Site (Co numen is Walk)), Landlord reserves the right at any time to change or rescind anyone or morn of these Rules and Regulations, or to male such other and Nrther reasonable Rules and Regulations us in Landlord's Judgment may from time to time be necessary I'or tile. manngemat, safely, care end cleanliness of die Premises and the Project, and for the preservation of good order therein, as well as for line convenience of other occupants and leoants therein. Landlord shall not be responsible to Tenant for the nonperformance of any orsaid Rules and Regulations by Or Otherwise with respect to the acts Or Omissions of any other tonanta or occupants of the Project. Landlord may waive any one or more of these Rules and Regulations for [he benefit o1'any particular tenants, but no such waiver by Landlord shall be construed as a waiver crutch Rules and Regulations in favor of tiny other lenont, nor prevent Landlord from thereafter enlbindog any such Rules or Regulations against any or nil tenants of the Project, Tenant shall be deemed to have read these Rules and Regulations end 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. 1, GENERAL RULES 1. The sidewalks, driveways, entrances, passages, courts, elevators, vestibules, stairwaya, corriaos or halls of the Project shall not be obstructed or used for any purpose other than ingress mild egress, 2. No awnings or other projection shall be attached to the outside walls of the Project without Landlord's prior written consent. J, The sashes, sash doors, skyhghta, windows and doors that reflect or admit light and air Into the halls, passageways or other public places In the Project shall not be covered or obstructed, nor shall any bottles, parcels or other articles be placed on the Windowsills. Neither the interior nor the exterior of any windows shall be tooted or otherwise sunscreeoed without Landlord's prior written consent, If Tenant desires window curtains, the same must be of such uniform shape, color, material and make as maybe prescribed by Landlord. 4. Without Landlord's prior written consent (in its sole and absolute discretion), no sign, advertisement, notice or video shell be exhibited, projected, displayed, painted or affixed by Tenant an any part Of the Premises or Project so as to be seen from the outside of, its premises. In the event OF'renart's violation or die foregoing, Landlord may remove die some 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 tine expense of Lnudlord, and shall be of asizo, color and style acceptable to Landlord, S. The bulletin Ward or directory orlhe Project will be provided exclusively for the display of the name and location of Tenant only; and Landlord reserves the light to exclude any other names therefrom, and ench and every name In addition to die name of'fettan 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 representntians, once Installed, shall be subject to relocation or removal upon Landlord's written request for any reason (excep( that any such relocations or removals at Landlord's request, unless such request Is based upon 'renant's branch of die Lease shall be paid loon, by Landlord), and Tenant shell pay for the removal crony such listings or representations upon Its depanme l•om its Premises, d. All doors opening onto public corridors shall be kept closed, except when being used for ingress and egress. 7. Tenant shall not mark, paint, doll or bore into, cut or string wires in, lay Ifnoleum or other floor coverings, In, or in any way dehice any pat of i is Premises ar 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 tiny of the doors or windows by 'tenant, nor shall any changes be made in existing locks or the mechanisms thereof. Tenant must, upon the lerminatiou ofils tenancy, give to Landlord nil keys pertaining to the Premises and the Project, and in Una event or don loss of may keys to furnishn outs tenant shall pay Landlord the cost orreplacing saute or changing the lock or locks opened by such lost key(s) If Landlord shall deem it . Tnecenancy to make each change, 9. No window or other uh• conditioning or hetuing units or other similar apparatus shall be installed m• used by Tenant without Landlord's prior written consent, If The water and wash closets and other plumbing lixtures shall net be used for any purpose other than tinoso for which they were constructed and no sweepings, rubbish, rugs or Other substances shall be throne therein. Tenant agrees to prevent the overflow or release or wuler Ilvm bnlhroouts or kitchens. Including but cal limited to toilets, sinks, kitchen appliances, and other wile" mceptncles, All dannnges resulting front any misuse clothe fixtures by, or overflow or release of water caused by, Tenant or its servants, employees. agents, visitors Or licensees shall lie bunco by Tenant. 11. Tenant shall: (it) clean and dry visible moisture on windows, wafts, and other surfnccs, including personal property as soon as possible. (b) regularly clean and sanitize kitchens and other surfaces where water, moisture condensatiom and mold can collect shall be regularly cleaned and sanitized and (a) limit the anteing ofany indoor plants. I'enont shall not obstruct or impede flush air supply to furnace, oil, conditioner or Inater ducts, or regular air Flow and circulation throughout premises, Tenant shall report city of the Pollowing to Landlord within 11urtyefght (48) hnutg idler Tenant tirsl becomes aware of the sumo: (1) non -working inn, healer, air conditioner or ventilation systems; (ill plumbing leaks. drips. sweating pipes, and/or wet spots: (ill) overllutvs From hathronm, kltahen, nr other facilities. including. 401 Wchve Canter Dr— CIO, of'SnnrrrAmu Lanni -I- lishibitD 80A-264 but not limited to, tubs, showers, shower enclosures, toilets, sinks, kitchen oppliancos, or other receptacles of water, especially In cases when the overflow may have permeated walls, (hors, 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 Ill Promians; (vi) broken plumbing systems or standing water nears tructures within the Premises; and (vli) any odors consistent with mold growth within the Premises. 12, All removals from, or carrying in or and of, the Project of any miles, freight, furniture, heavy or bulky matter or any description, must take place only prior to 7;00 A,M, and/or afler 5;30 P.M. on days odisr 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 agcnt(s), and the persons employed by Tenant to perform such work must be acceptable to Landlord. Tenant shall be responsible for any damage to die Premises and Project caused by or resulting from any such activlty, Landlord reserves the right to !aspect all acres ar other heavy or bulky equipment or articles to be brought into ilia Project mid to exclude from the Project all such heavy or bu lky equipment or articles, the weight of which may exceed the floor load for which die Project is designed, or such equipment or articles as may violate any orlhe provisions of ilia Lease. Tenant shall not use any machinery or other bulky articles In the Premises, even though its installation cony have been per hied, which may cause any noise, or jar, or Iremor 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 ol'TenanCs business. IA. The Premises shall not be used for manufacturing or for the storage of merchandise except as such storage may be incidental to the Temun's use of the Premises for die 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 monurscturc or sale of liquor or tobacco in say form, or as a harbor or unanicure shop. The Premises shall not be used for lodging or sleeping or for any immoral or Illegal purposes. 15, Tenant shall not make, or permit to be made, any unseemly or disturbing noises, or disturb or interfere with occupants of the Project or neighhadug 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 kind shall be brought Into or kept in or about the Premises, and no cooking shall be done or permitted by in the Premises, except that die preparation or coffee, tea, hot chocolate and similar items liar Tenant, its employees and visitors shall be pennitted provided such activities do not otherwise violate tie Lease Tenant shall not cause or permit any unusual or objectionable odors to be produced In or enanateftin ilia Premises. 17. There shall not be used In any space, or In the elevators, common corridors or public halis of die 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 prim ivrhten consent. 19, No person shall be employed by Tenant to do janitorial, maintenance, construction 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 !n the Project, be subject to and tinder the control and direction of 1,andtord or its agent or representative (but not as an agent or servant of Landlord) and Tenant shall be responsible for all gels of such persons. 20, Landlord shall have the right to prohibit any advertising by Tenant which, !n 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 reserves the right to contra) access to the Preject by all persons after reasonable hours orgenerally recognized business days and at all hours on Sundays mid legal holidays. Tenant shall be responsible For ail persons for whom it roquests over -hours access, and shall be liable to Landlord tar all acts and omissions of such persons. Landlord assumes no responsibility and shall not be liable for any damage resulting frem'tre admission crony unauthorized person to ilia Project. 23. Landlord reserves the right to exclude or expel Pram die Project oily person who, In die judgment or Landlord, is intoxicated or under the Influence or liquor ur drugs, or who shall In any manner do tiny net in violation of these Rules and Regulations, 24, 'wart shall not suffer rn' pmsnit smoking or currying of lighted eigms or cigarettes in areas reasonably designated by Lnndlurd or by applicable governmental agencies as nonsmoking wrens, 23, Tenant shall comply with all safety, ire pioteclion find evacuation regulutiuns established by Uundiord ur any applicable governmental fluency. 26, Tenant assumes ail risks from tied or vandalism and agrees to keep the Premises locket) as may be required. H. PARKING RULES. 8111 11� Cirir fmnnr Dr- Cih• afSnnnr, t err Lnaee 4lixhibit t) 80A-265 =19HZ KEN The following parking rules and regulations ("Farkhig Ru es") shall be In effect at the Project. Tenant shall comply with these Parking Rules in its use (and in llhe use of its visitors, patrons and (mployees)of the parking Poollides, I• Parking areas shall be used only for parkhag vehicles no larger than full size, passenger automobiles herein called "Permitted Size e 'c s." Vehicles other tlmn Permitted Sin Vehicles are herein referred to ss "Oversized Vehicles," 2. Tenant shalt not permit or allow any vehicles that belong to or are controlled by Tenant or Tenant's employees, suppliers, shippers, customers, or hmvitees to be loaded, unloaded, or parked in areas other than those designated by Landlord for such activities. 3. Parking stickers, access cards or idantiticalion 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 lime, Tenant will pay such replacement charge as is reasonably established by Landlord for pre loss ofsuch 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 tlist willfully refuses to comply with the applicable rules, regulations, laws andler agreements and/or to (b) revoke the right of any such party (that willfully refuses to comply with the applicable ides, regulations, laws and/or agreements) to use the Parking Facilities. $. Landlord reserves the right to relocate all or a part of the parking spaces on lilt project from one location on the Project to another and/or to reasonably adjacent orfsite locallem(s), and to reasonably allocate them between compact and standard size spaces, so long as the some 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 porking. 7. Unless othelwiee instrlmted, every person using rile parking area -is required to park and lock his own vehicle. Landlord will not he responsible or liable to Tenant, its visitors or employees for any damage to vehicles, Injury to Persons or loss of property, all el'whlah risks are assumed by the party using the parking area. 9. parking volidaton, ifestablished, will be permissible only by such method ormothods as Landlord and/or its licensee may establish at rates generally applicable, 9. The Parking Facilities shall be used only for Parking Permitted Sim Vehicles. The maintenance, washing, waxing, or cleaning of vehicles In the parkiug structure or common areas of the Project Is prohibited. Tenant shall have no right to install any fixtures, equipment or Penang[ property (other than vehicles) in the Parking Facilities, nor shall Tenant make any alterutan to the Parking Facilities. to. Tenant shall be responsible for seeing that all or its employees, agents and Invitees comply with all applicable parking rates, regulations, Jam and agreements (including, without limitation, these Parking Rules). 11, Such perking use os is herein provided Is intended only as a license and no bailment is Intended or shall be created hereby, 12. In no event strait 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 tram 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 die Parking Facilities shall observe all directions[ signs and anosys and any posted speed limits. Unless otherwise pasted, in no event shall the speed limit of five (3) miles per hour be exceeded. All vehicles shall be parked entirely within pninted stalls, and no vehicles shill be parked In areas which are posted or marked as "no parking" or cot ramps, driveways and aisles, Only one (I) Permitted Size Vehicle may be pnrkcg in a parking specs, r i n i event shall Tenant interfere with tie use and enjoyment of the Parking Facilities by 011ie' tenants of the Building or dmcir employees or invitees. 15, Should any parking spaces or privileges be allotted by Landlord or Tenant, either on n reserved or unreserved basis, Tenant shall not assign or sublal any Image spaces, either volunmrfly or by operation of fasv, without the prior written consent of Landlord, except In collocation widi all authorized assignmeatofthis Lease ormblating of the premises. 16, Tenant agrees to notilY its employees and vIs[ tors (and Its Transferees) orthc requirements ar dleae Puking Rules as the same are modified I4oa time to time, and asaunhea responsibility fur conmpI]wee, by its employees and vIsitois (and fts Transferees, and their employees and visitors) with these Parking Rules as the some are modified from lime to limo. Tenant nulhorizas Landlord to tow away from the Building and/or Parking Facilities any vehicle parked In violation of di"a Poking Rules, and/or to attach violation stickers or nolices to Illose vehioles, till RVI.ItS OF THE SITE (CONTRA CTOR'S WORK). The follow•btg rules and t•egulutlans shall apply to lily work perlbrmed at the Prgjeot by or under the direction of Tennn( or ally other Tenm( Party. Mara commencemalt or any such nrork, Tenant shall dative, in Landlord a copy of these Rules of the Site (Conmacmr's work) executed by the co nruetor(s) performing such work. L The I'nifmving Rules of rim Site fir C'oalractor"s moh ("Rules of due s'le") shall govern the operation or Contractor and C'onlmctor's suhcontruculm The terms "Owner" "Owner's Representative" are the sane far pmpnses of this document land where used, rotor to the Landlord), Y91 N'C7ric Centel• Or -Cie, tU'Sna7u.4nn Leasv .3- U011 t D 80A-266 EXHIBIT 1C Within a reasonable time prior to the start of any on -silo work, delivery of materlals, 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 loomed. B- A fully executed Imill Ity Agreement (To Be Provided by Owner Upon RequesI). C- Certlfl021ee1' Insurance Ina fort approved by Owner executed by Insurance companice acceptable to Owner. D- A lolly executed Notification -Rules for Contractors (To Be Provided by Owner Upon Request). E- A job schedule ofthe work to be accomplished, detailed by trade. P A complete list of all proposed Subcontractors and suppliers. Owner must approve all contractor and subcontractors before commencement of their work. Cl- The name and phone number (including emergency phone numbers) orpersonnei who are authorized to represent Ilia 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 ilia quiet and peaceful enjoyment of other tenants or occupants of the project, or with the progress of Owner's work At 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 oY expenses Incurred by Contractor (or Tenant) in connection with such rescheduling. S. Contractor and subconusctors shut] employ persons and menus for the orderly progress of the work without interruption on account of strikes, work stoppages or sind]nr 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 shelf he provided by the Contractor at Contractor's expense. Contractor must, on o dally basis, remove all rubbish, surplus and waste material resulting from the performance of his work. At die request of Owner, Contractor shall refaces, any materials causing on obstruction as directed by Owner. Contractor will not be allowed to piece a dumpstor on site on n continuous basis during constnrctlon. Important note: The placement and Iecntion ormbleish dmnpeters 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 flue guidelines of project specifications and for the enforcement of building rules and regulations. 9. Contractor will make arrangements for unloading, b•esh removal and hoisting after normal working hours due to the local city neiso ordinance. (Nu such nativity will be allowed between the hours of to:oo p.m. to 7:00 a.nQ At no time will the Contractor be gfven exclusive reserved use of the freight elevator unless applied for by Contractor and approved by Owner. Contractor may be afforded access to loading clock space and hoisting facilities fur limited use at such time during nannal working hours as is prearranged with Owner, or el other times, with the consent orOwner and upon payment of Owner's prevailing fee for after-hours use and access. 10. Contractor will be nftbrded unloading areas ns prearranged with Owner. All materials unloaded at these areas will be moved to an area of use Inloediately and that not be stored or used in a way which adversely impacts use of the Building. II. Cuntraclar (and Tenant) will be responsible for the security of its own materials, equipment and work, and that of his subsoil tractors. Contractor will also be responsible for damage caused by Contractor or its subcontractors to die Project, Building end/or tenant areas, including. but not limited to the loading dock and indoor and outdoor public areas, freight elevators, etc. Any such damages will he promptly repaired to the Owner's satisfaction at soft coat ofComrautor, 12. Contractor will comply with all applicable codes, laws and regulations pertaining to the work of Cont•aclur, including all solety and henhh regulntiuns. The Contractor shall supply the Owner with a Master List of all hlazarduus Materials and their Material Solety Data %heels (MSDS) upon delivery to [lie'job site. A discussion will then ensue pertaining to the safe storage, handling and use ol'Ihese materials. as well as the Cuntmctor's emergency preparedness plan far handling the containment and clean-up oftimentiol Ifnmrdoos Material spills, 13. Comnrctorwill not engoge In any labor practice that may delay or otherwise Impact the workmfOwncr or any mirar wnunctnr. Id. Nu base building systems will Ire turned oIT or disengaged by Contractor or any subconlrsctor without prior written approval nod supervision by u representnlive nPOwner ur its agent. Said systems include but are not limited to sprinklers, electrical circuits, air -handling units, smuke fiends and water supply. Building electrical power shut -downs are allowed, with Ilia prior written consent orowner, an Salunla-vs between 10:00 p,nt, and 5:00 amn. only, A request for approval shall be etude to the Popery Manager at lent ten (10) days In advance. 801 lv Chdr Crrrnvllr—Cp nfSunm: um Learn -d- Eshihii I> 80A-267 EXHIBIT 1C 15, Doors to all work areas, In cludingstairwells 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 slid equipment are to enter and exit the Building ttwough the service elevator only. Owner may at any time Initiate a check In/cheek out system, or a badge system, for all people and material in the Building and die Contractor will agree to coopemle with any Ruch system. 17. Before ordering material or doing Work which is dependent upon proper size or installation, the Contractor shall field verify all dimensions Air accessibility with building conditions, and shall be responsible for same, 18, Contractor shall not permittedenyidentifyingsignngeoradvertisingwithintheProjectorBuilding. 19. During construction, Contractor shall maintain supervisory persomiel on tile site at all times. Such parlance] 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 mid well -ordered fashion, Should Contractor perform work which would cause or require Owner to provide personnel to be present or otherwise perform oily work, Contractor shall reimburse Owner fertile expense of auoh personnel. 20, Contractor shall be responsible for the protection of hs work and the area adjacent to his work. 21 Contractor will ensure that all stairwells, mechanical rooms, e)ectrical and telephone Closets, ate, aooessed by Contractor or subcontractors In conjunction with Contractor's work, will he cleaned slid free of debrs nightly. 22, Publtcareas ndjacent to premises where Contractor's work is being performed shall rennin Flee afdebris and materials atoll times. 23. Contractor shall be responsible for all his actions on site as well as those or its subcontractors, and shall Indemnify, defend and hold harmless tine Owner end the other Owner Parties them end against any and all claims, losses, or damages, threatened or Incurred, arising &am the actions or omissions of Contractor or Its subcontractors. 24. If keys are required by comrrictors, 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, shalt be permitted witaaut the prior written consent of Owner. Request for permission to do cutting shall Include explicit details and description of wank and snail not under ally circumstances diminish die structural integrity of the Building or due Integrity of ally of components or systems. Ilia work is to be done only with the explicit written permission of 016 Property Manager, and only on an "Orf-liuurs" 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 repelled and returned to a fully functioning, complete, and clean condition, 26, All work is to be done to a minimum standard or quality as required by the Base Building Drawings and Specifications (to be made available by Owner uponxequa5t). It is the responsibility or die Conbocto• to be fully knowledgeable orthe Base Building Drawings and Specifications. 27. All Life Safety Systems for the Building are to be maintained, and all of ilia Tenant's work is to he properly interfaced with slid 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 TOref en" end the Property Management Office must be notified at least 24 hours in advance. Costa for false fire elates due to contractors' or subcontractors' negligence will be billed to and paid by the Contractor. All It re -safety systems testing must be performed on an "after-hours" basis and coordinated with die Building Manager. 23, When wok is performed by Contractor or subcontractor, charges will apply for additional services performed by Owner which may Include, but are not necessoily limited to die following: overtime or after-hours elevator usage B. utility usage for construction activities beyond standard power And water used in connection with general office uses extra and continuous calln•op of elevamrs and public spaces as required due to construction acllvity; Contractor to provide die usual protection of existing improvements, nod exercise care and good sense 7• extended or after-hours use of the loading dock 29. In addition to cleaning raquiramenls described above. Comrnctur shall, in preparation for substantial completion or occupancy or the prgleot by Tenant, perform final clearing ot'Commeto•'s Work. 30, Wiren Contractor takes over tin area from the Owner, before commencing Welk Contractor short Ascertain Thal the area is in a safe and sunitAry condition, and maintain the uroa us necessary (lit its sole cost And expense) in a sole end snnlmry condition and to it standurd meeting all applicable Imhs and regulutiuns, 31. Owner requiresjob progress meetings, Tile Contractor will attend with u representative mnhorized in .speak and act rat the Contractor's behalf. Addilionnlly, ilia Contractor shall nodfy the Ownerorscheduled job progress meetings. 801 IV Chre Cmrinr C)r.. (y/i" njSnllla Ave rxaxd .j. Exhibit U EXHIBIT 1C 32• All work or on-$Ite nativity during non -moist working hours will be coordinated in advance with Owner, 33, At no time will Contractor perform aciividas on the Project without the proper insurance in force, 34. No red Ias Oralhar and to devices are allowed, 35. Failure to perform work In a manner consistent with the above slated Rules of the Site may result In Inunediute work stoppage by Owner, Owner shall have no liability for any costs or expenses Incurred by Canh'aetor or any subcontractors (or Tenant) in connection with or as a result orsuch work stoppage. 36. The Rules or the Site may be amended or revised at any lime to fit the situation at the time. The amended or revised Rules of die Site shell become effective upon delivery to Contractor or publication by posting at the project site, whichever is earlier. 37. General contractor and subcontractors' vehiehesparking must be In areas designated by the Building Manager at the Contractor's expense. Acknowledged and Agreed Byl Date: NO W 04C C'emar Dr- C9p• n/'Sontar I im Lercv¢ -6- 6zhibit p 80A-269 EXHIBIT 1C EXHIBIT "E" A DD IT10NA L RENT Definitions. 1.1 "Base Year" means the calendar year specified in )lam 5 1 ofthe Basic Lease Provisions, 1.2 "Expense Vear" means Catch Calendar year in which any portion or the Tenn or this Lease falls, through and including ale calendar year in which die Term ofthls Lease expires, 1.3 "Properly Taxes' means all real property taxes, assessments, revs, charges, or impositions and other siatflar governmental or quasi -governmental ad valorem or other charges levied on or attributable to the Project or Its ownership, operation or transfer orany, and every typo; kind, category or nature, whether direct or indirect, general or special, ardir ary or extraordinary and all taxes, assessments, fees, charges or similar impositions Inrpased in Ilea or substitution (partially or totally) of the same including, without Ihnitat)on, all taxes, assessments, levies, charges or Impositions: (a) on any Interest orLandlard or any mortgagee of Londlord in the Project, the Building, the Premises or in this Lease, et• ms the Occupancy or use orspace In the Project, the Building or the Premises; (b) (o)on any trarisit taxes or charges, business or license fees or taxes, annual or periodic license or use fees, park and/or school fees, file charges, parks charges, housing fund charges; (d) Imposed for street, refuse, pollee, sidewiks, Rre protection and/or simllar cervices and/or maintenance, whether previously provided without charge or far a different charge, whetier provided by governmental agencies or private parties, and whether charged directly or indirectly through a finding mechanism designed to enhance or augment benefits and/or services provided by governmental or quasi -governmental agencies; (e) on any possessory taxes charged or levied In lieu orreat estate taxes: slid (1) any Costs or expenses incurred or expended by Londiard 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. 114 "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 tie 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 corr)ad by Landlord Pon lime to time, and any deductibles thereunder actually puid by Landlord with respect to tie project. (b) Salaries, wages and otter amounts paid or psynbla for personnel (including, without limitation, the Project manager, superintendent, operation and maintenance staff, the Parking Facilities manager, concierge (irony) and other employees of Landlord) Involved In die maintenance and operation or the Building or the Project, including contributions and premiums towards fringe benefits, unemployment taxes and insurance, social security taxes, disability end worker's compensation insurance, pension plan contributions and strafe, premiums and contributions which may be levied on such smartest wages, compensation and benefits and the total charges orany independent contractors ar property managers engaged in the operation, repair, care, araiuteni nce and cleaning Of any portion of the Building or the Project. (c) Cleaning expenses, including without limitation, janitorial services, window clemting, and garbage and refuse removal. (d) Landscaping and hnrdscapo expenses, including without limitation, irrigating, trimming, mowing, fertilizing, seeding, and replacing plants, trees and hardsenpe, (e1 The cost of providing fact, gas, electricity, water, sewer, telephone, steam and other utility services. (0 The cost of maintaining, operating, restoring, renovating, managing, repairing and replacing components orequipment or machinery, Including, without limitation, heating, refrigeration, ventilation, electrical, plumbing, mechanical, elevator, escalator, sprinklers, Bre/life safety, security and energy management systems, including service contracts, maintenance contracts, supplies and parts with respect thereto. (g) TUc crisis orproviding access control services for, and supervision or, the Project, (h) Rental. supplies and other costs with respect to the Operation oflhe management oft ror Ilia Building. (i) All cost and fees fur liccnses, eerlifcales, permits and Inspections, and are cost IIICUrned in connection with the implementation Ora transportation system management program or similar program. (1) The crust ormplaccmcnt, repair, acquisition, installation and modification or: (A) carpeting and wall coverings, ceiling syslema Bad Mottlms in the Common Alias, and other furnishings in the Common Amu, (B) nmtcrials, tools, supplies and equipment purchased by Landlord which tiro used in the nimntennnce, operation and repair• of the Project, And (C) any other form or improvemen6s, addlill ns, repairs, or repineenlents ht the Project or the systems, equlpmeru or machinery operuted or used In connection wills die Project; provided, however, die( will, respect to the items described in clauses (A), (D) and (C) shove which constitute a capital 110,11, addition, repair at lnpruvemetl (collectively "Cnplud Items") under sound accounting and properly management principles consistently applied and determined by Lmullord, In each case the cost OI'sueh Capital (ems Shull he amortized (will interest lit the Interest Rae) over the ❑seful fl'e (the "Llialfal Life") orsuch Capital Item, as determined by the Landlord in accordance with sound uccuurr ing and properly management principles consistently applied or such other period as shall be consistent with bhsdtutionni Owner Practices, (k) Atiurneys', ocenuntuuls' and consultants' Coca and expenses in connection with the management, opeation, administration. illalt nanCe and repair ol'the flo od, including, but nol limited to, such expenses that relate to seeking or obtaining reduclkins in or ridIO'ClVir ('enrtr Ili—CI(P sJ'Snrrtn a tin Letue -I. ruN10it E 80A-270 EXHIBIT 1C refunds of Property Taxes, or components thereof, or the costa orconteslin& the vtidity of applicablllty of any Ion onaconents which troy affect Operating Expenses. (1) Fees for the administration and management of file Project hi tin amount equal to three percent 0%) of' the gross revenues of Ilia Prolecl (which shall be grossed by Landlord up to one hundred permit (100%) occupancy on an annual basis), without regard to whether actual fees so paid ate greater or less Ilion such amount. (In) Sales, use and excise taxes on goods and services purchased by Landlord for the managemea, maintenance, administration or operation of ilia Building or the Project. GO Fees for local civic organizations and dues for professional trade associations. (o) Payments under any cover ents, conditions and restrictions penalising to the Project or any easement, license or operating agreement or similar instrument whicb affects the Project. (P) Costs and edhating Hozmdous Materials, other than abatement expenses re nedlationscostsiwi�thresp testing, t to Hazardous Materials actually known by Landlord (on die , responding in, abadrig and Effective[late) to require abatement and/orremediatton under applicable Environmental Laws. (q) The costs of repairing, restoring and maintaining the Parking Facilities of the Project, including, without limitation, die 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, 1.5 The following costs and expenses shall be excluded Prato Operating Expenses; (a) expenses relating to leasing space In die Project (including tenant improvements, leasing and brokerage commissions and adverbs big expenses); (b) legal fees and disbursements Incurred for collection ortenant accounts or negotiation of leases, or relating to disputes between Llindord and ether tenants and occupants of the Building; (c)- Capital Items unless specifically permitted by Section 1A or this Exhibil "E", parts (a) through (r), inclusive; (d) Property Taxes; (a) amounts received by Landlord on account of proceeds of insunmcr. to the extent de proceeds are reimbursement for expenses which were previously included In Operating Expenses; (t) except to the extent specifically provided in Section 1.4 orthis Exhibit "E" parts (a) through (r), inclusive, depreciation or payments of principal and interest on any mortgages upon the Project; (9) paynionts orground rent pursuant to any ground lease covering the Project; (11) subject to 2egion 2 of' this Exhibit "E". die costs or gas, steam or other fuel; operation of elevators and security systems; besting, cooling, air conditioning and ventilating; chilled water, hot slid cold domestic water, sewer and ether utillUdA 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 I.nndlm•d to Tenant under the pravislons of this Lease or (b) is supplied or furnished to Tenatil pursuant to the semis of dins Lease with separate or additional chargo; (1) the cost of the Landlord's Work; and 0) any cost expressly excluded Stun' Operating Expenses in an express provision contained in this Lease. Ld "Excess Operating Expenses" means, with respect to any Expense Year, the positive excess, If tiny, of Operating Expenses nilocnble hereunder to such Expense Year over Operating Expenses allocable hereunder to the Ease Year, 1.7 •"Excess Property Taxes" means, with respect to any Expense Year, the positive excess, If any, of the Property Taxes allocable heminder to such Expense Year over the Property Taxes ullocnblu heeunder to die Ease Year. l.S •`Tenant's Perecntnge Share" nicans [lie percentage set fe4h in ,I,L•m 3 � of tic Busfe Lease Pruvisioust provided, however, that Landlord reserves the right from lime to time during the Tenn or this Leasu to recalculate 'tenant's Percentage Share, in which case Tenant's Percenidge Shure shall be calculated by dividing the number of square feet of Rentable Aron in the Premises by die numbe•ofsgrare feet ufltentnbI Area in the Project, and expressing such quotient in the fonu ore percentage. Cnlcufll'mr hdethnlleand Adinstments. 2.1 the variable components oroperaing Fxpanscs (••Norio bla Expenses") liv till or any portion orany Expense Year (including the [lase Yenr) during which actual occupancy of the Pnijecl is less than one hundred percent (100%,) of flic Rentable Area Mile Project droll be adjusted by Landlord, us determined in good fnilln by Lundlurd applying sound accounting and properly management principles (and the provisions 841 lf'Ch lr Crnnv pr—C'iry uf'S'nnrrr anti Lerur .Z' Exhibit L 80A-271 EXHIBIT 1C of this Lease) to reflect one hundred percent (100%) occupancy of die Rentable Area of the Project during such period, if during gill or any part of nay Expanse Year, Including file Base Year, Landlord dues not provide any lu rliculwitam or benefit, work or service (the coal or which Is a Variable Expense) to perilous of the Project due to the fact that such Teem of bersild, work or service is not required or desired by flit tennnt orsuch space, or such tenant is Itself obtaining and providing such hens 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 die Project, 2.2 Subject to the provisions of this Section 2 or 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 ilia good faith determination of Landlord applying sound accounting and property management principles consistently applied which are consistent wlUi Institutional Owner Practices, Landlord shall have the right to equitably ulloCeo some or all of Operating Expenses among particular classes or groups of tenants )a the Building (for example, retail create) to reflect Landlord's good faith delerinination that measurably different amounts or types of services, work or benefits associated with Operating Expenses, as applicable, are being provided to or conferred upon such classes or groups, All discounts, reimbursements, rebates, refunds, or credits (collectively, Reimbursements") attributable to Operating Expenses or Properly 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 tinder particular circumstances) on a different basis, Landlord shall have the right to exclude from Base Year Operating Expenses the cost of items of service, work or benefits (i) not provided following the Base Year, (11) incurred due to circumstances not applicable following die Base Year or due to market -wide labor -rate increases in Operating Expenses due to extraordinary circumstances, Including, without Radiation, boycotts, embargoes and strikes, and utility rate increases due to extraordinary circumstances, and (if) amortized costs relating to capital improvements, 2.3 If any Property Tax Reduction (defined below) applies with respect to any Expanse Year (otter than the Base Year), then for purposes of calculation of Excess Property Taxes rot 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 arc reduced'es a result of any reassessment or under or as a result of application or operation of Proposition 8 or any other shriller governmental act or Law. A "Base Year Tax Reduction" means, with respect any Expense Year to which a Tax Reduction applies, and with respect to any particular Property Tax Reduction, an amount equal to the Property Tax Reduction, minus, in the case of any Expense Year after the first year to which the applicable Tnx Reduction applies, the cumulative amount by which property Taxes have Increased (following Ilia 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 el lowed under Proposition 13 (or city substitute therefor hereafter adopted), 2.4 As of die date of this Lease, Tenant pays Additional Rent under Section 4.2 of the Lease based on the Operating Expenses and Property Texas for ilia Project. If the Projecl at any time contains more thrt one building (crane or more tax parcels), Landlord shall have die right, from time to time, to equitably allocate sonic or all of the Operating Expenses and/or Property Taxes far die buildings comprising die Project among ilia 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 tux parcel(s)) of the Project to Elie Building (or tax pascal) and/or such other build ig(s) (or tax parcel(s)) and Tenant shall be responsible for paying its proportionate share of such Operating Expense and/or Property Texas which are allocated to the Building (or the tax parcel on which h 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 die Operating Expense and Property Taxes for the Building (and the tax parcel on which it is located). 3. Payment Procedure Estimates. During Cecil 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") far that Expense Year, On or before file first day or each calendar month during such Expense Year, Tenant shall pay to Landlord one twelfth (I/12th) orsuch estimated amounts; provided, however, that, not more olden 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 " " by Tenant for srmh Expense Year shall he based upon such revised estimate, Landlord shalt endeavor to deliver to Tenant within one hundred fifty (ISO) days after the close of each Expense Year or as soon thereafter as Is practicable, a statement of that year's Property Taxes, Operating Expenses, end the amount of Section 4,2 Additional Rent for such Expense Year, us determined by Landlord (the "Loodtot'd's Statement"), and such Landlord's Statement shall be hinding upon Landlord and Tenant, except as provided in Section 4 oP Ills Exhlblt "E". If the Landlord's Statement Indicates that (or if it is tinnily determined pursuant to Section 4 of this Exhibit "E" tart) the nnnount of Section 4.2 Additional Rent payable with respect to any Expense Year, (a) is more than flit estimated paynauts of Section 4.2 Additional Rent made by Tun ail with respect to such Expense Ye ir,'fetia i shall pay the dcliciancy to Landlord upon receipt of Landlord's Statement or is less Ulan the estimated payments of Section 4.2 Additional Real made by Tenant with respect to such Expanse Year, such excess payments shall be credited against Rent next payable by Tentuu under this Lease (or, If Ult Tartu of this Lease has expired, shall be paid to Tenant), Amounts payable by Tenant as Section 4.2 Additional Rent with respect In nnv Expense Your that includes less (hurt an entire calendar year shall he prorated el the basis that Ilia number of days in such Expense You hurt to 36S. 'file expiration or curly termination of this Lease shall not affect the obligations of Landlord fact Tenant pursuant to this Section 3 of this Exhilill"E"tit bit perfomncd utter such expiration or early lunniuution. 4. Revicw or Landlord'x SnnemcnL Provided that'ranant is not then In det}iult with respect to Its obligations under this Lutist and provided further that 'I'tonnt slricdy aonnplies with the provisions of This ctio 4 of this Ex 'b't "E". Tenartt shall have the right, at Tenant's sole cost and expense, to reasonably review Landlord's supporting books and records (at Landlord's mamge•'s corporate offices) for ugly portion cribs Property '('axes or Operating Expenses Ibr a patiaular Expense Ycar covered by Landlord's Slatement, in accordance with the procedures set furih in this SOZEIIIII 4 ordlis 9,jllibh „E". Tenant shall. within sixty (60) days uftcrany such Landlord's Statement is delivered to Temmt, deliver u written notice (a "Dispute Notice") to Landlord specifying the items described in the Landlord's Statement that am claimed to be )ncurroct, and Tenant shall simultuneously pay to Landlord all anouats specified in IM1C applicable Landlord's Statement (to din extent not previously paid), Ilia right orTe slat under this Section 4 aphis Exhibit "ki" play only be exercised Once t'nr each Expense Ycar covered by any Landlord's Statement, and if Tenant fails in dclivur a Dispute Notice within the sixty (00) day period described above or tails to meet any of the other above conditions of exercise of such right file right ofTenanl to audit n psrUcuhn• Landlord's Slatement (slid all of Tenant's rights to make any claim relating fhereto) under this 50(tdoo 4 MI @'CIVIC Carver Or- L'Ior ol'Sm9n Ana Leave d- Exhibit f•. 80A-272 EXHIBIT 1C of this Exhlb t"E" shall aulootmlcaI ly be dcemod waived by Ten ant, Any review of records under this Scotian 4 of this Exhibit "E" shall be at the sole expense of Tenant, shall be conducted by independent earlfted public accountants of notional standing which are not compensated on a coiltingency fee or similar basis relating to the rnauIts of such audit and shall be completed Will in sixty (60) days eRer Landlord provides Tenant with access to Landlord's supporting books and records. Tenant acknowledges and agrees 0tat any records or Landlord reviewed under tills gctlorl 4 of this Exhibil"E" (and the Information contained therein) constitute confidential In Potmatlon of Landlord, which shell not be disclosed odier than to TenanPs accountants performing the review and principals of Tenant who recelve the results of the review, If Landlord disagrees with Tenant's contention that an airor exists with respect to the Landlord's Statement In dispute, Landlord shall have the right to cause another review or that portion or Landlord's Statement to be made by a film or Independent cerilied public accountants of national standing selected by Landlord ("Landlord's Accountant"), In the event of a disagreement between the two accounting firms, the review of Landlord's Accountant shall be deemed to be correct and shot] be conclusively binding an both Landlord and Tenant, In the event that it is finally determined pursuant to tills Section of this Exhi ' "E" that a particular Landlurd's Statement overstated Operating Expanses and Property Taxes with respect to the applicable Expanse Year by more than ten percent (10%), Landlord shall reimburse Tenant for the reasonable cost of Tenant's accountant. In all oiler cases. Tanont shall be liable for Landlord's Accountant's actual tees and expenses. 8r1/ FV'Civir CYn(rr t)r—lf7a'rrfS1111hr Alin Leure -I- Ulibh Ii 80A-273 EXHIBIT 1C EX)IIBIT "P" SERVICES AND UTILITIES The services and add ftles to be provided by Landlord are as follows: I ElevntnrStimlee. Non -attended aulomatioelevator scrvice. 2 H AC. 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 filth judgment, is required far Ilse comfbrtable use and occupancy of tine Premises for general office use. After Flours FIVAC (defined below) may be provided to the Premises upon request by Tenant. Tenant shall pay to Landlord the After Ncurs )IVAC Rate (defned below) for all After Hours HVAC that is so requested by Tenont 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 fttnetion due to: (a) amnngemenl of parthloning in fine 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 (c) any occupancy or any portion of the Premises at densities above customary general office levels. ,Business Haurs" means 6:00 AM, to 6:00 P.M. Monday through Friday, and upoot Tcnant's request, 9:00 AM. to 1:00 P.M. on Saturdays, in all cases excluding the date ofobservalfon Crony Holiday (defined below), "Ifnliday"means each of New Year's Day, Independence Day, Labor Day, Memorial pay, 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 OwnerPractices. "After Hours HVAC" means any HVAC that is provided to all or any portion of the Premises at the request of Tenant outside of Business Flours. The "After Hours TTVAC Rate" means the Landlord's prevailing charges for supplying After Hours HVAC to the Premises, which as of the Effective Data is $65,00 pm zone (or partial zone), per hour (orpardal hour), subjeefto a two (2) hourminiinum. 3 E Cetrlelt . 3.1 At all reasonable times, electric eun•ent as required far Building Standard light)ng and h•oodonal horsepower office machines and adequate electrical facilities for connection to the lighting fixtures and incidental use equipment of Tenant; provided [list Tenant shall be responsible for distribution of electrical power f1•om the electrical panels located On the noor(s) of the building on which the Premises is located, Subject to Section 'o 3 of this Exhibit'T' (a) the electricity so Runished far Tenant's Incidental use equipment to be at a nominal one hundred twenty (120) volts and with no eleatrieaf circuit for the supply of such equipment to require a current capncity exceeding twenty (20) amperes and (b) the eleaMoity so furnished for Tenant's lighting to be at a nominal one hundred twenty (120) volts and with tie electrical circuit for the supply nfsuch lighting to require a ew•rent 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 slmll never exceed the Capacity of the feeders, risers or electrical Installations of the Building or ilia Project, (b) the total connected electrical load for Tenanrs incidental use equipment within the Premises shall in no case exceed Landlord's per usable square footslnnda'd, and (c) the total connected electrical load for Tenanl's lighting fixtures within the Premises shall in no case exceed Landlord's per usable square foot standard. In addition, hf Tenant's actual consumption of electrical power in the Premises, as determined in good faith by Landlord pursuant to such measurement method or methods us Landlord shall employ from lime to time (including, wfthoul Iltpiladen, the use ofsubmaters aid/or pulse meters, electrical surveys and/or engineer's estimates) exceeds the Electrical Power Consumption Threshold (defined below), Tenont shall pay to Landlord, as Additional Rant in addition to those Costs otherwise payable by Tenant pursuant to Article 4 the sum of: (1) Landlord's actual direct and indirect costs of supplying such excess consumption, including, without limitation, all taxes thereon, and the cost of additional wear oil Building Systems resulting from such excess consumption, (fi) all of Landlord's costs or monitoring and measuring such excess consumption and (ill) Landlord's reasonable administration fee thereon, The "Electrical Power Consumption Threshold" means, for say reasonable caluulaiea 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 perusable square Pool basis) during Business Hours, Bran average general office acant cribs Building). 3.3 Without Landlord's consent, Tenant shall not install, or permit the fnstallntion, in the Premises of any lighting, computers, word processors, electronic onto processing equipment or other type Of equipment or machines which to) will require a voltage other than n nominal 120 volts or require a current capacity exceeding twenty (20) amperes or (b) will inerease Tenant's use of electric current in excess of that which Landlord is obligated to provide pursuant to this Section 3 orthis Exhibit 'I ,, ("Excess Electrical Requirements"), If Tenant shall require orutllize Excess Electrical Requirements or electric current which may disrupt the provision orclectical service to other tenants in the Building or the Project, Landlord, m Its election: (i) may retbse to grant its consent or (fi) may condition Its consent upon Tenant's payment fit advance Or Landlord's total direct and indirect cost (including, without limitation, a reasonable adnnlniltoation rear) Or dCslgnhlg, installing, mnfntnining and providing any additional fneflitfes determined by Landlord to be required to sat'isry such Excess Electrical Requirements (or otherwise related to the additional wear on Building Systems associated therewith). IPTenml's increased electrical requirements will materially aflbet the temperature level In the Promises or in the Building, Landlord's consent may be conditioned upon Tenant's payment of all direct and indirect tests orin,stallnlan and operation urany machinery ar equipment necessary to restore the temperature level to that otherwise required to he provided by Landlord, Including, but not limited to. the cost ul'noliticntiens to Ilse Building Systems and increased were' and tear on existing I IVAC equipment. Landlord shall not, in ally way, be liable or responsible In TenaN for tiny loss Or damage or expense which Teruo may Incur or sustain fill for any reasons beyond Landlord's rensonnble control. c itha• tine quanl by or character oreiecuic service is changed or is no longer available or sultable for Tenant's requirements. 11'ntar. City water for drinking and Lost room purposes. 5 drall oriel Savjce. Janitorial and cleoning services, live (5) trays per week (excepting Holidays). canfm•n11ng to the Project standards in effect Rom lime to lfine; provided that Lundlod shall have no obligation lo.provide such scrvitt5 to any portions Orlhe Premises that are not used exclusively lit• general Office purposes. In all events, Tenant shall pay to Laulimd the cost of removal of Tenunt's refuse end rubbish, to the extent that the scale e.xeceds the refire and rubbish mlendunt to normal Office usage and/or to Lite extent that renew roils to keep the Prenoscs in reasonable order. xd! n+Cade CeMer Dr —Cap ofSnnfn Ana berue • I • 5xhibli F 80A-274 EXHIBIT 1C 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 tilhibli "I"' without additional charge) shall be payable upon demand by Landlord and slmll constitute Additional Rent, From time to time during the Term, Landlord shall have the right to modify the services provided to Tenant hereunder; provided that the services provided, as so modified, are consistent with InsLitutional Owner Practices, Tenant recognizes lint any access control services provided by Landlord at the Project are Ibr the protection of Landlord's property, and under no cireunistances shell Landlord be responsible Car (and Tenant waives any rights with respect lo) providing socurily or other protection for Tenant or its employees, invitees or property in or about the Promises, or the Project. Landlord makes no representation with respect to the adequacy or fitness of the Project's HVAC system to mulntain temperatures that may be required for operation of any computer, duto processing or other special equipment or occupancy of the Premises at densities above customnry general office levels. M I W'CUC COMM" Ur—Clq"oJSnrun Ina Lerive fish(hit F 80A-275 EXHIBIT 1C EXHIBIT "C" INSURANCE REQUIREMENTS 'nlisleI 1.1 Property Insurauce. At all tines during the Tenn of this Lease, Tenant shall procure and maintain, at its said expense, "All - Risk" (and at Landlord's option earthquake, earthquake sprinkler leakage and/or Flood) property Insurance, In en amount not less than one hundred percent( 100%) of repinecolont cost covering: (a) all Leasehold improvements (b) all floor and wall coverings; End (c) all Tenant's Personal Properly in or about the Premises and Project. The proceeds ofsueh insurance shall be used for the repair and replacement of ilia property so Insured, except that If not so applied or if Uts 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 In(erritr inn Insurance, At all times during the Tenn 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 S ci ofIhlsCxhibil"G"foraperiodofnollossthantwelve(12)months. 1.3 LIauklnsurnnce. 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 told Tenant, commercial general liability insurance appiyingto the use and occupancy of die Premises and flie business operated by Tenant. Such insurance shall have a minimum combined single Until of liabllity of at least $2,000,ODO per occurrence and a general oggirEgute 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 farm property damage, independent contractor's coverage, completed operations, products liability, cross liability end severance of interest clauses, and shall be endorsed to include Landlord and the Landlord's Additional Insureds as additional insureds. 1.3.2 At all times during the Term of this Lease, Tenant shall procure and maintain, at Its sole expense for the protector of Landlord and Tenant, primary automobile liability insurance with limbs of not less than $1,000,000 per occurrence covering awned, hired and non - owned vehicles used by Ten ant, 1.33 Prior to the sale, storage, use or giving away of alcoholie beverages on or front the Premises by Tenant or anober person, Tenant, at its own expense, shall obtain a policy or policies of insurance Issued by a responsible insurance campany and in a form acceptable to Landlord saving harmless and protecting Landlord and the Premises ngainst any and all damages, claims, liens, judgments, expenses and costs, Including actual attnmays' fees, raising under any present or future law, statute, or ordinance of the State of Callfornla 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 Iimit of $3,000,000 per occurrence and shall apply to bodily Injury, fatal a nonfatal; injury to means of support; and injury to property of any person, Such policy or policies of insurance shell name the Landlord and Its agents, beneficiaries,partners,.employees and any Holder of anySecurity Insummont designated by Landlord as additional insureds, 1.4 Workers' Compensation: EmnlDyer's Llabilliv Inspranec. Worker's Compensation Insurance. In accordance with Ohe provisions of Section 3700 of ilia Labor Cade, Tenant, If Tenant has any employees, is required to be Insured against liability for worker's compensation nr la undeitnka self-insurance. Prior to commencing the performance of the work under this Agreement, Tenant agrees to obtain and maintaia any employer's liability insurance with limits not less than S1,000,000 per accident, 2, Policy Rwu j: tie rents. All Insurance required to be maintained by Tenant shall be issued by insurance componles a Llnuli%ed to do Insurance business In the State or Callfornia nod rated not less than A:X in Best's Insurance Guide. All such insurance policies shall be written as primary policies, ant excess or contributing with or secondary to any other insurance as may be available to Landlord or la the additional insureds. A certificate orinsurmme (or, at Lnndlm•d's option, copies ottme applicable policies) evidencing die 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 poor wrinen notice to Landlord and to any Holder orally security Instrument designated by Landlord and such policy shall he endorsed to provide that the insurer thereundershall provide Landlord with written notice ot'any failure by Tenant to pay any premium thereunder when due and such failure continues for n period of ten (10) days after such dote. Tenant shall Punish Landlord with a replacement certificate with respect to lily insurance not less than thirty (30) days prior to the expiration cfthe current policy. Tenant shall have Elie right to provide ilia insurance required by this Eshibit. °G" pursuant to blanket policies, but only If such blanket policies expressly provide coverage to the Premises and the Landlord as required bytbis Lease without regard to claims made undersuch policies wadi respect to other persons. 3. hliscell:mcons. Tenant shall not keep, use, sell or affbr far sale in or upon die Premises any article which may he prohibited by any insurelea policy periodically to litrcc covering ilia premises, the Building or the Project. Ifany of Landlord'a insurance policies shall be canceled or c incalhakin shall he threatened or rile coverage thereunder reduced ov theatened to be reduced in any way because of the use of the Premises or tiny part thereat by Tcnanl or any assignee. sublemat, licensee or invitcc or Tennn( and, If tenant Orils to remedy ilia condition giving rise to such enncellatiun, threatened cancellation. reduction orcoveroge, or lhrenlened reduction oreoverage, within 43 hours offer notice thereof; Landlord may. tit its option, either temohmte this Lensc or enter upon ilia Premises and nitempt to remedy such eondidoo, and 'Tenant shall promptly pay die cost thereof to Landlord its Addilional Rent, I I' Landlord is unable, or olcets not to remedy such condition, than Landlord shnil have all of the remedies provided fur lot Ibis Lecsu upon the occurrence of an Event o1' De Gault. Tenant shall not do or peronit m Ix alone any out or things upon or about the Premises or ilia Project, Which will: (a) rosudt in the assertion or Oily defense by Oic Insurer to tiny claim under, (b) invalidate or (c) be in connia withn the insurance policies of Landlord or Tenmrt coven Ilia the Building. ilia Premises or fixtures and property therein. or which would Inurense the rode of lire insurance applicable w Ole Building or the Project to an amount higher than 11 otherwise would be; and Tenant shall neither do nor permit to be dons tiny act nr (hill- upon ur nboul the Premises or the Building which shall or might subject Landlord to any liability ur responsibility I'or Injury to any person or persons or to property. IL us a result of oily act or omission by or on the purl ol'Tenant, or violation of Brig Lease, whether or sd144'Clr7r Crater Ur—C7ry+rf.Snnnr,4nn renvu .i• L'xhrbit G 80A-276 EXHIBIT 1C not Landlord has consented to Ate sane, the rote of "All Risk" or other type of insurance maintained by Landlord on or with respect to Ate Building and 1lstures and property therein, shall be increased to an amount blither glat it otherwise would be, Tonanl shall reimburse Landlord for all Increases of Landlard'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 rotes for the Projector the Premises issued by the body making fire IIIalralice rates or established by Insurance carter providing coverage Ibr the Building or demised premises And be presumptive evidence or the facts stated therein including the Items and charges taken into consideration In firing the "All Risk" insurance rate than applicable to the Buildiag or the Premises, 801 IVC'We Cemvr Dr—Cla- afSnuw Awn Bens, •?• Ex ihit C, 80A-277 EXHIBIT 1C EXNI E IT "F1" RrIVIEDICS Ecredlcs rat' 6vclits of Default 1.1_ Lantllmd's Right To Terminate Unau Tenant D¢fxidt. In the event of auy Event of Default by Tenant as provided in Section JU of ilia Lease, Landlord shall have the right to teammate this Leon and recover possession of the Premises by giving written notice to Tl 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 Oily unpaid Rent which had been earned at the time orsuch termination; plus (b) die worth at the time of award of die amount by which the unpaid Rent which would have been earned after Elimination until the time or®ward exceeds the amount of such rental loss Tenant proves could have been reasonably avoided; plus (a) die worth at the time of award of the amount by which ilia unpaid Rent for die balance of the Term after the time or award exceeds dig Omomhl of such rental loss that Tannnt 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 perlomm its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom; and (a) at Lundlord's election, such other amounts lit addition to or in lieu of the foregoing as may be permitted from time to lime by applicable low, 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 problem rate of interest. As used in clause (a) above, "worth at the time of award" ahall be computed by discounting such amount at the interest Rate. 1.2 L-guatdlord's Right To Court p a Lesse Uioon..Tenant Default, In the event of an Event of Default of this Lease and abandonment of the Premises by Tanant, 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 tlds Lease. Without holing the foregoing, Landlord has ilia remedy described in California Civil Code Section 1951.4 (Landlord may continue Ellis Lease in effect after Tenant's breach and abandonment and recover Rent as It becomes due, if Tenant has the right to sublet or assign, subject only to reasonable limitations). 1.3 Right of Landlord to Perform, All covenants and agreements to be performed by Tenant under this tease shall be performed by Tenant at reacer's sole cost find expense. If Tenant shall tail la pay ally 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 say other light or remedy of Landlord, Landlord may cure the same at the expense of Tenant: (0) immediately and Mflutut notice in the case; (1) of emergency, (If) where such cletanit 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 tiny Insurance policy maintained by Landlord, or I any failure of Tenant to perfemh any of its obligations under Section 3 3 I end §;Shan 10 5 of this Lease above and (i)) in any other ease Watch default continues for ten (10) days I die 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 foe thereon, together with interest thereon at the Default Rate from the dale of such payment, shall be payable to Landlord as Additional Rent on demand, and Landlord shall have (lie sane rights and remedles in the event of nonpayment as in the case of default by Tenant in the payment of Rent. This Section 1.3 of this 'Exhibit °H>, shall survive the expiration or termination all 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 tights or remedies available to it, upon written notice to Tenant: (a) require all remaining montty installments of Rent to be paid three (3)months In advance and/or(b) require Tenant to increase the Security Deposit (ifany) by an amount equal to ere nondn's Rent. 1.5. Subleases of'renxnt. Whether or not Landlord elects to terminate this Lease on account oran Event of De Fault, Landlord shall have the right to either: (a) terminate any and all subleases, licenses, concessions or other consensual arrangements entered into by Tenant dint affect die Premises or (b) in its sole discretion, elect to succeed to Tenant's Interest in such subleases, licenses, concessions or arrangements (in which ease, as oFthe date of such election, Tenant shall have no further right to or interest in the rent or Oliver consideration receivable thereunder). 2. Efforts to ]later. No re-entry or taking of possession orthe Premises by Landlord following all Event of Default shall be construed as on election to lerm(nnte this Lease unless a writen notice of such citation shall he given to Tenant or unless the termination thereof be decreed by u court Of onmpelent Jurisdiction, and Tenant's right to possession shall not be deemed to have been tetrninatad by efforts of Landlord to role[ tie Prenhises, by its acts of maintenance or preservation with respect to the Premises, or by appointment or receiver to protect Landlord's interests under the Lease. The Foregoing enumeration is not exlhnustve, but merely illustrative of acts which may be pertbrmed by Landlord without terminating Tenunt's right to possession, Notwitlistanding any retailing of die Promises Fallowing any Event of Default without termination of this Lease by Landlord, Landlord may, at any tittle after such retailing, elect to terminate this Lease for any Event of Default. To die Rillest extent permitted by Law, the proceeds of any retailing orthe Premises shall be applied: (a) first, to pay to Landlord all costs and expenses of suoln retetthng (Including, without limitation, costs and expanses or retaking or repossessing ilia Premises, removing persons and prOl ly therellonn, spearing new tenants, Including expenses fur redecoration, alterations and other costs in connection with preparing ilia Premises For the new tenant, and if Landlord shall mphrain and operate the Premises, the costs thereof) and receivers' fees incurred in connection with ilia appointment around performance by a mcolver to pruttct 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 paymenL of Rau due and unpaid hereunder; and (d) the residue, irony, short be hell by Landlord and applied hit payment efother or future obligaiiona orTenam to Landlord aslhe same may become due and payable, and Tannnt shall not be entitled h) receive any portion or such revenue. This $action 3 of ahis BIlibit "Id" shall survive line eaphutiOn o' ICa'anllnminn (Il'this Lease. 3, Cumulative Remedies. 'Ilia spccite remedies u) which Landlord may resort under [lie terms of Iris Lease are cumulative and are not intended to be cxchusive orally other remediesor means of redress to which it may be Imviully entitled in cost, of any breach or threatened breach by Tenant crony provisions orthis Lease. In addition to tiro other remedies provided lit title Lease, Landlord shall be cutitled to a restraint by injunethon orthe violudon or ullcmpted fir rlinotened violation orally orthe covenants. conditions or provisions or This Lease or to a decree compelling spcellle perrurmmnce of any such covenalts. conditions or provisions. In addition, upon the occurrence of an Event of Dulbult by Tenant, if Imo Promise or any pnrirtn diereof are sublet, Landlord, in addition and without prejudice In any other remedies herein provided or provided by Law, may, at Its ,Ylll I1+04h' Cantor Dr— Cih' OrSSw1a; tea Lowe Exhibit II 80A-278 EXHIBIT I option, collect directly from the sublessee all rentals becoming due to the Tenant and apply such renlnls against other sums due hereunder to Landlord. 4, Waiver of 12iaht of Rod etnaart . Tenant hereby waives for Tenant and for all those claiming under Tcnanl all right now or hereafter existing to mdeem by order or judgment of any court or by any legal process or writ, Tonnnt's right of occupancy of the Premises after any tcrminetlon of this Lease, Notwithstanding any Provision of (his Lease to the contrary, the eaplmdon or termination of this Lease and/or the tenninctlon of Tenant's rights to possession of die Premises shall not discharge, relieve orrelease Tenant from any obligation or liability whatsoever underany Indemnity provision of this Lease, hiclading without Ihnitadmi die provisions of Section 14.1 of the Lease. erll II'Chk Center Dr-Ci0-of.4unw.ann /.rare -2- P.xhibit 11 80A-279 EXHIBIT 1C EXI•IIBIT "I„ FORM Or TENANT ESTOPPEL CERTI PICATE The undersigned as Tenant under than certain Office Lease dated 20.... (tile "Lease") between CP SANTANA, LLC, a Delaware limited IlablIky, company, as landlord, and the undersigned, ns torrent, for Promism on the ____ floor orthe Office Building located at 801 West Civic Center Drive, Santa Ana, California certifies as follows: i, True, correct and complete copies of the Lease and all amendments, modificntions and supplements thereto ore 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 Vie Premises and the Property. There ore no nmendments, modl fications or supplements to the Lease, whether oral or written, except as follows (include the data of such amendment, modification or 2, The undersigned has commenced occupancy of the Premises described in the Lease, currently ocmrples the Premises, and the Cammencemenl Data of the Lease occurred on _____, 20T 3, Tarim has not transferred, assigned, or sublet any portion of the Premises nor entered into any license or concession agreements with respect diereto except as follows: 41 Base Rent became payable on 5, In accordance with Hie Lease, Rent commenced to accrue on , 20_ 6. The Term orthe Leese expires on 7. The Lease provides for an option to extend the terns of the Lease for _ years. The rental rate for such extension term is as follows! Except as expressly provided In die Lease, and other documents attached hereto, Tenant daces not have any right or option to renew or extend the term or the Lease, to lease otbor space at the Property, nor any preferential right to purchase all or any part of the Premises or the Property. a. All conditions of the Lama 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 'Tarsal have been completed and famished in adcardance with die provisions ordie Lease, and Tenant has accepted and taken possession of the Premises. 4. '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 or Base Rent, ail Additional Rent and all monthly installments ofestininted Additional Rent have been paid when due through , The current monthly installment of Base Rent is S 11. The undersigned acknowledges (list tlils Estoppel Cerliricale may be delivered to Landlord's prospective mortgagee, or a prospective purchaser, and acknowledges that it recognizes that ifsame is done, said mortgagee, prospective mortgaged, or prospective purchaser will be relying upon die statements contained herein in nicking the loan or requiring the property or which the Premises are n part, and in accepting sn assignment of the Lease as collateral security, and dial receipt by it of this certificate is a condition of making of the loan or acquisition crouch property, Each individual executing this Estoppel Certificate on behall'of Tenant hereby represents End veammts that Tenant is a duly fbrmed and existing entity qualified to do business in Califoornia and dint Tenant has Rill right and authority to execute and deliver (his Estoppel Certificate slid tile( ench person signing on behalroPl'enant is authorized to do so. E%Cealed at on the _ day of , 20_, "Tenant"; By: Nance; 891 IV Cruir Ceulrr qr—C'Jn• nfSunk! Ran Lease fehiliil I EXHIBIT 1C WIlDiT "J" OPTIONS This Ex li lbl 9" consists of the foilowing Schedules; Schedula "J-I" (Extension Option[s]); Schedule "J-2" (Additional Space Opdun(sj); and Sc(led(it e "J.3" (DelerminotIon of FMPJQ, all of which are incorporated herein by this reference. Notwidistill dlrig anything to die contrary In thin Lease; (a) all of the rights and options of Tenant that are deseribed In this Exhibit,,)" (collectively, the "Options") are and shall be personal to die Original Tenant, are not transferable and may only be exerclsed 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 maybe exercised only on the condition that, m 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 atempted 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 defbuR under this Lease or (13) Tenant has prevlously been in default under this Lease more than two times, and (H) if as of the data that the Extension Option or Tenant's lease of any Leased First Right Space (defined below) would oOherwiso commence: (A) Tenant is in default under this Lease or (D) Tenant his previously been in default under Oils Lease more than two times, Landlord may cancel Tenant's exercise of tse Extension Option or the Right of First Offer with respect to the applicable Offered First Right $pace, as applicable, by delivery or written notice to Tenant. y01 ATIvie Ctulvr Dn- L7/I' n! Snuur.�an Len.re - I. Exhlbit 1 80A-281 EXHIBIT 1C Schedule "J-a" Extension Options 1. Grant of Galion. Subject to all of tee terms and conditions of this Schedule' J-1 ", in connection with Tenant's [ease of the Premises, Tenant shall have live (2) options (each an "Extension Option") to extend the term of this Lease as to the entire Premises tnea subject to this Tease, each for an additional term (coat "Extension Testa') of sixty (60) months, subject to and upon the terms and conditions contained fit this Schedule „14!, The Extension Term shall commence upon the day immediately following the then scheduled Expiration fate, and shelf be upon the same terms and conditions as are provided for in this Leasc, as then amended, except that; (a) if Tenant falls to timely exercise the Extension Option, the Exicrosfon Option (and any other rights to extend or [anew the Term) shot[ lapse and Tenant shall have no harther right to extend the Term of the Lease, (b) there shalt be no further options to extend the Term pursuant to this &J4 p1 "J-t ' or otherwise fallowing the second Qmt} Emensien Terns, (c) Tenant shall not be entitled to any credit against Rent or any other rent concession or rent allowance or abstement of Rent, except as specifically provided in the definition of the FURR, (d) the Base Rent for the Extension Term shall be as provided in Section 3 of Wit Schedule 'J- tJ" 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 maybe exercised only by Tenant giving written notice of exercise (in "Extension Notice") to Landlord on or before the date that Is not more than twelve (1 2) and not less than nine (9) months prior to the then scheduled Expieadon Date. If Tenant does not deliver an Extension Notice to Landlord within the lima period set forth above (time being of the essence), then Tenant shaft be deemed to have forever waived unit relinquished tine Extension Option, and any Drier options or rights to renew or extend the Term effective after the then Expiration Date shall terminate. 3 Armond Base Rent. The Base Rent payable for the Premsses during an Extension Tem(the "Extension Term Base Rear)shalt 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 One first day (an "Adjustment Dato") of such Exumsian Term, and shall bedeteradmed as follows. 3.1 If Tenant duly exercises the Extension Option, Landlord shot[ within thirty (30) days thereafter. deliver to Tenant a written notice (a "Market Rent Notice) of landlord's determination ofwhat Landlord then believes the FMRR (and Extension Term Base Rent) would be far the Prcntlses during tie Extension Term. L2 Witt t`-f n ten (10) days aRea Tenant's rsaeipt of a Market Rent Notice, Tenant shalt detivcrto Landlord written notice (a "Market Rent Response Notice°'} eketing rather: (a)to accept the FMRR (and Extension. Term Base Rent) set forth in the Market Rent Nmicc, in which ease the FMRR (and Extension Term Bare Rent) shaft be as set forth in the Market Rent Notice, or (b) to reject Landlord's determination of the FMRR load Extension Term Base Rent), in which ease the FbIRR (and Extension Term Base Rent) shall be determined fit accordancewith Schcdmle "J-3". 33 if Tenant fails to daliverTenant's Market Rent Response Notice within ten(to)days after its receipt of a Market Rent Notice (or fails fit its Market Response Notice to expressly sejcet Landlord's determination of the FIAR (and Extension Term Base Rem) set forth in a Market Rent Notice), Tenant shall cmnaluaNcly be deemed to have accepted Landlord's determination of die FMRR (and Extension Term Base Real) set forth in the Market Rent Notice. Rat tPCHtr Crrtrrr Ore—CrryrfSnntn 3,m Gavae .2. Eahfbil J 80A-282 EXHIBIT 1C Schedule d-2" Right Or ONE OftoI I O •an Subject to all of the terms slid conditions Of this Exhibit 9" Tenant shall have the right (tile "Right of First Ofror") to elect to loose any portion of the First Right Space (defined below) That becomes Available for Lease (defined below) at any time during the Tenn, The "First Right Splice" means any space on the second (2nd) floor Of the Building dint is not within the Promises, A portion of the First Right Space shell be "Available Per Lease" It. (a) Landlord receives a Third Party Offer (donned below) with respect to such space, (b) such space is vacant Or is scheduled to become vsesnt within six (6) months, and (0) such space is not subject to any then existing expansion or renewal rights orally type that I s or are set forth in ally lease affecting space In the Project. "A Third Flirty Offer" means any written All proposal for fine (ease 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 temps that are acceptable to Landlord (excluding any such offers or proposnis that either: (1) relate to any expansion or renewal rights that are set forth In any lease affecting space is the Project that exists a$ of the Effective Date or (it) are for the renewal er extension orthe Tenn of the Jesse for any then existing tenant of the applicable portion of the First Right Space), Prncedare for Offer, and Accentoner, 2A Eim Offer Nattec, Subject to the terms and conditions of this Schedule "1.21, if all or any portion of the First Right Space becomes Available for Lease, Landlord shall notify Tenant thereorin waiting (the "First Offer Notice"), The First Offer Notice shall also: (a) describe (and state the Rentable Area of) the Portion ofthe First Right Space that is then Available for Lease (the "Offered First (tight Space, ), (b) state the date (the "Offered Space Scheduled Commencement Date") upon whlch Landlord then believes the Offered First Right Space will be available for delivery to Tenant, (c) state Landlord's determination of the economic torahs (including the Base Rent, Base Year, Improvement Alluwance, obatod Rent slid other Rent Concessions defined below) on which Landlord is willing to lease the Offered First Right Space to Tenant (die "Offered Terms'), and (d) state that the expiration ol'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 Term as of the at the Offered Space Scheduled Commencement Date for any Offered First Right Space, the First Offer Notice shall state dint. 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 Scledule `7-]" to lease any patron of gha First Right Space for which the Offered Space Scheduled Commencement Date will occur during the last five (5) years of the Term unless, (A) fit such time, Tenant shall have an unexereised Extension Option and (B) Tenant shall, in its Tenant's Acceptance Notice, exercise such Extension Option, 2.2 'fen mrl's Accentnnc • IVo. tic -, Tenant may exercise Its right to lease Cie Offered Fist Right Space identified hi Any First Offer Notice only by delivering to landlord, not more that ten (10) business days after Landlord's delivery of the applicable FINE Offer Notice, wvrinen notice ("Tenant's Acceptance Notice') stating that 'Tenant accepts Landlord's offer to lease the Offered First Right Space. Ir Tenant does not deliver Tenant's Acceptance Notice to Landlord within five (5) business days after Landlord's delivery or any First Offer Notice, time being of the essence; than subject to Section 2.3 6ehow, 'Peasant's Right of First Offer shall no longer apply to the applicable Offered First.Right Space slid, Landlord shall be free to tease 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 ill its sole discretion may desire. 2.3 .i.andlnnl's Obl'varion to Rc- rf r, Notwithstanding die foregoing, before leasing any Offered First Right Space to any other person or entity on economic terns that me more than ton percent (10%) more favorable (on an annualized net erfectivo rent basis) that, the Offered Terms specified in like First offer Notice, subject to all of the temps and conditions of Ellis Schedule 111.21 , Landlord must re -offer such Offered Fist Right Splice to Tenant on the more favorable economic terms by delivering Another fist Offer Notice with respect to such space in accordance with Section 2 or this Schedule "f•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 I 1 2fb1 or this Schedule "1-2" provided that Tenant shall have only Five (5) business days after receipt of any such First Offer Notice within whrclh to deliver its Tenant's Acceptance Notice wit, respect to such Offered First (tight Space that is re -offered to Tenant in accordance with this Section 23. 'form• Rent• Olhcr Tents. 3.1 If Tennnl duly exercises its Right of•First Offer fit Accordance with (his Schedule "J-2" with respect to any 011brcd First Right Splice that is ItlQm ftcd in may First Offer Notice (say such splice "Lensed First Right Space")- then: (a) the tam' of the lease Orsuch lensed First Right Space shall commence upon die (Into (die "First Right Commencement Data") that Landlord lenders to Tenant delivery of possossion crouch Leased First Right Space, (b) the expiation of Tenant's lease ordw 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 [his Schedule "J-2', the remaining terns orTernnCs lease orsuch Lensed First Right Space shall be the terns and conditions of this Lease (provided that nth provisions Of the Lease which vary based upon the 1lcutnble Aren of[he Premises shall he adjusted to Pulled tile udditien of the Lensed First Right Space to the Promises) and (b) Landlord And Tenant shall reasonably promptly thereafter execute An amendment to this Lease for such Leased First Right Splice upon the terms and conditions as set firth In the Hall Offer Notice, subject to the provisions orthis Schedule "J.2", 3.2 the monthly base rent payable by Tenant With respect to tiny Leased First Riglu Space (the "ROFO Ren(") shall emrunenec on the applicable First Right Conusence heal Date and shall be equal to the product on (a) the number or syuarc fact of RtailnMe Aran coninined in such Lensed First Right Space And (b) file FMRR I'or sue, Lensed First Right Space. Iris the Applicable Acceptance Notice, 1'ennnl expressly rejects Landlord's decrnhinatluu or the FMIER (end ROM Rent) Iiir tine uppfivahla Loosed First, Right Space, than [he FMRR (and ROFO Rent) fur such Leased FINE Right Spnee shall be determined in accordance Mill 'ehud e',l. y provided that ii'lhe FMRR (and ROF'O RCA[) for tiny Loosed First Right Space shall not bo dc[crntlned es orthc First Right Commencement Data. the parties shall utilize Londlord's Submitted Flvfrilt (delined below) uh determine the ROrO Rent fur the nppiicahie Leuscd First Right Space. and If Tenam['s Submitted FMRR shall be ultimately selected pursunnt to 8111 sVChve CeluerOr- 001glvama Analteusv •J- limhliir 1 80A-283 EXHIBIT 1C Schedule" .-V Tenant shall be given a credit against ROFO Rent nextdue hemunderequat to die amount of any overpayment, if Tenant fails, lit the applicable Acceptance Notice, to expressly reject Landlord's determination of the FMRR (and ROM Raul) set faith In the applicable First Offer Notice, then Tenant shall conclusively be deemed to have accepted Landlord's delernnintion of the FMRR (and ROFO Rent) for the applicable Leased Fist Right Space as set forth it) the applicable First Ober Notice, Notwithstanding anything to the contrary herein. Tenant shah Puy 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 orSection 2 of the Lease, and Tenant's Percentage Share shall be Increased to take Into account ilia expansion of the premises to Include such Leased First Right Space, 3.4 Delivery and Condition orLeased First Rlelit Spnee• Delivery Improvement. 3.4.1 Landlord shall endeavor to deliver die Leased First Right Space to Tenant on or before the applicable Offm'ad Space Scheduled Commencement Crate (as identified in the sppleable First Offer Notice); provided, however, that if for any reason, Lmdlord is not in a position to so deliver such Leased First Right Space oil such date, Landlord shall not be in breach under this Lease and otherwise shall have no liability to Temna 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 slate of repair, and Landlord shall not be required to perform any work, supply any materials or Incur any expense (including the granting of any allowonce to Tentin with respect thereto) to prepare any Leased First Right Space ti,r Tei nut's occupancy; provided, however, that: (s) Landlord shall cause the Leased First Right Space to be demised prior to the date on which It Is delivered to Tenant, mid (b) to the extent (and only to the extent) determined in connection with detennination of ilia 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 fbr such Leased First Right Space only) for tie constriction 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 tie construction of the Infidel 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 ID of the Lease 80111rC8ir Cenrvr Dr—C/a•uf5nnrrr .inn Lena .d. fi.ehibir F ' A - A Schedule"J-3" Determining FfyIRR. Fur purposes ofdetermining the FMRR, the following procedure shall apply: I IfTenant duty exercises tiny Extension Option End duly rejects Landlord's determination (in its Market Rent Notice ofthe FMRR far ate Extension, then Landlord and Tenant shot[ endeavor m agree upon the FMRR for the Extension 'Perm on or berme the Outside Agreement pate (donned below). i f Landlod and Tenant are unable to agree upon the FMRR far the Extension Tarn on or before the Outside Agreement Date, then die FMRR forlhc Extension Term shall be determined by arbitration pursuant to Segtion 2 ofthis Schedule "W The "Outside Agreement Date" Means the dale lint is Lau (10) businessdays after the dale that Tenant notifies Landlord, in its Market Ront Response Notice that Tenant has rejected Landlord's inillal deten'ndnation ol'lhe FMRR for the Extension Tenn, 2 If Landlord and Tenant shall fail to agree upon the FMRR for the Extension Term on or before time 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 FMRR," respectively) in ooeordance 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 Ole leasing arthe Project and the Comparable Buildings over the five (5) your period ending on the date of such appointment. The determination of the mbilralors shall be limited solely to the Issue as to whether Landlord's or Tenant's Submitted FMRR is the closest to ilia actual FMRR for the Extension Term, as determined by die irbltrntors, taking into account the requirements of this Schedule ")-)". Each such arbitrator shall be appointed within fifteen (15) business days after die Outside Agreement Date. 2.2 The two arbitrators so appointed shall, within ten (10) business days or the dale of the appointment of the second appointed arbitrator, agree upon and appoint a third arbitrator who shall be qualified under the some standard as described in section i, t of this Schedule "J• " (with respect to appointment of One initial two arbitrators), 2.3 The three ailtmtors shall, within thirty (30) days of the appointment ofthe third arbitrator, reach a decision as to whether the pOft! 'es shall use Landlord's or TenonPs Submitted FMRR and she]I notify Landlord and Tenant thereof; provided Eliot: (a) if either Landlord or Tenant Palls to appoint an arbitrator within fifteen (15) business day period described in SzedQu 11 of this Schedule "J-3", then the arbitrator appointed by die other party shall solely reach a decision as to die FMRR for the Extension Tenn and notify Landlord and Tenant thereof within thirty (30) days fallowing expiration orsuch fifteen (15) business day period, and such arbitrator's decision shall be binding upon Landlord and Teimnt, and (b) if the Iwo arbitrators full to agree upon and appoints third arbitrator, or bath patties fail to appoint Oil arbitrator, then die oppoimhnent oftie third arbitrator terany arbitrotorshnll be dismissed and die matter to be decided shall be pronmptlysubmlttcd to arbitrntion Linder tie provisions oftle Aniericnn Arbitration Association (die "AAA'%butsubject to die instructions set forth in Inds Schedule"J.?. 2A The decision of dmo majority of the three orbitmtore (or in the case of a decision made under clause (e) or (b) of Sectiml 2.3 of this ched d{ a "J-311, the decision of tie single mbitrmor cr the arbitrators) appointed by the AAA) shall be binding upon Landlord slid Tenant, shall he in wdtingand shall be non,appenlable, and counterpart copies thereofshall badclivered to Landlord End Tenant. Ajudgment ororder based upon such owrod may be entered in say court of oompeten(jm9sdiclion. In rendering their decision and award, the arbitrators shall have no power to vary, nmodl fy or amend any provision ofthis Lease. 2.5 Landlord and Tenant shall each bear 50% ofthe cost oflhe arbttrotion described in this Section 2 ofthis -1.311 Sal 11'CAdr Center Or- (7p, nf,SnnM:I Lin Lerzee -5- 17,xhiUit.t 80A-285 EXHIBIT 1C ]EXHIBIT 11t" EYEBROW SIGN I. cram or Rightsin connection with Tenant's lease or the Premises, subject to nil of tilt terms and conditions of thin Exhibit "K" Tenant shall heat the nonexclusive right to cause Landlord to display signage (die "Eyebrow Sign") identifying Tenant by its Business Name (defined below) on the Building in the location described in Section 2.1 orthis Exhibit`V All orthe Teonnes rights under this Exhibit" " are personal to the Original Tenant and are not transferable in connection with any Transfer or otherwise, "Business Nama" means only `City of Santa Ana", or any otherbusioessortrade name ofTenaildhatnotoil ObjeetionnbleNnnie."ObjcatimtableName"means any name lhet: (a) relates to anig itythatis of a character or repulatlon, or Is associated with a political orientation or facing that is materially inconsistent with the quality or the Project, or which would otherwise reasonably offend an institutional quality landlord Oro building comparable to the Buildings in Downtown Santa Ana, Inking into consideration die size and visibility of the pylon Sign or(b) conflicts with any then existing cavenahls in other leases of space in the Building or Project. Locatiant Specifications And Permits, 11 Subject to Section 2.2 ofthis Exhibit'W below, The EyebmwSign shall be located on the "eyebrow level" orthe Building (i,e„ just abovo the first floor of die Building) on a side of ire 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 Specifientions") cribs Eyebrow Sign shall be approved by Landlord in its sole and absolute discretion, In addition, all of Tenan0a rights under this Exhlbit " " with respect to the Eyebrow Sign shall be subject to: (a) the receipt orond continuing compliance with ell required governmental permits and approvals (and the submission of copies thereof to Landlord) required for the installation and continuing display of Cecil 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 ,§fiction 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 Inforintlon for) Landlord, the Building mid/or Project or (11) such otter names, business names, trade names or affiliate names representing such other tenants orpersons, In either case, as Landlord shall detemhine in its sole and absolute discretion. 3 Cusl and Mnintenin¢a. The Eyobrow Sign shall be Ihbricnted and installed by a contractor retained by Landlord, and shall be Operated, and maintained by Lmidlord, 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 die fide iation, installation, operation, maintenance, repair, end eventual removal and disposal of the Eyebrow Sign, including: without limitatlon, the cost of utility charges and hook-up fees (if applicable), permits, and maintenance and repairs. The terais of this Swican 3 of this Exhibit" "shall survive the expiration or earlier termination ..orthis Lease, 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 [etrninntA all of Tenant's rights with respect to the Eyebrow Sign: (a) at any tnie that the Original Tenant (together with any Permitted State & County Transferees In accordance with Section 11.1 2 above) is no longer leasing and occupying 20,000 RSF in the Building, (b) if this Lease Is nsslgned to rely Person, trial if mry Event or Default occurs. 4.2 Upon die expiration or earlier termination orthis Lease, or alter termination OrTenant's rights with respect to the Eyebrow Sign as provided above, Landlord may, at Tenant's suit cost and expense remove the Eyebrow Sign from the Building and cause the areas in which such Eyebrow Sign was located to be restored to the condition existing immediately prior to dm placementol'such sign (subject to ordinary wear and tear). Tenant shall reimburse Landlord for all of its costs Incurred in connection tlherewith in occordance with ' cSc tiun 3 or this Exhibit "K" above. The trams orthis sectign 42 ofthis Exhibit" "shall survive thte.xpiration or earlier terminating ofthis Least. 801 O'Chic Conner Dr—Clh ujSnnitt;lnn Lanrct Exhibit K EXHIBIT 1C E\411617 %" STATr RI:QUIRGNICaNTS • If applicable, Landlord will provide a Seismic Certificate or Applicable Code in the form described in Sphedule "L• I" with respect to seismic adequacy. 2. Landlord has provided the Accessibility Survey with respect to the Premises And the path of travel fron/to public tronspcid4tlon and public rights -or -way, parking and restroom areas attached hereto as c"� rcl dole „62,,. Landlord will perform all work required to correct the conditions Idamilled in; (a) I"onn I (restriping ADA stalls); (b) Form 3A (Item 2) (install on Intercom system flint will alert dedicated Personnel to assist those In need from the public sidewalk); (a) Form 13 (modify elevotor panels to provide minimum toe kick cieomace)t and (d) Form IG (update ilia 2"d floor reslroums). The condition identified in Form 8 (Stairs) will not be corrected, and is accepted by Tarsal as an acceptable hardship, 3• Landlord will additionally provide a Verified Repots Form G following completion ofeonstructlon. 901 WClvir Cmrmr Dr—Ci¢• of SruUn:nm Uov fshi,h K 80A-287 EXHIBIT 1C $chedulc "L P Rornt ofseismle Ccrtinente ofApplicohle Code (attached) �P68105 a11234.1151 -2- LqOORMOOFOO EXHIBIT 1C 14 November 2016 William Lee, Vice Resident Ocean West Capital Partners 315 W. 9"h Street, Suite 908 Los Angeles, CA 9oo1s B3# 1610377 6TnverunAL Subject: Seismic Certificate for California Department of General Service e CIVIL, 801 Civic Center Drive ENoINpEns Dear Mr, Lee: Attached please find the Seismic Certlflcate requested by California Department of General Service (DGS) for the 4 story building at 801 Civic Center Drive, Santa Ana, CA 92701. The building was constructed In about 1983. The certificate states that this building was designed to meet the 1976 or subsequent editions of the Uniform Building Code and does not have any one of the enumerated characteristics or concildons listed in the certificate. The building has the condldon of: • Welded steel moment frames (WSMF) that constitute the primary seismic force -resisting system for the building, and • the structure was designed to code requirements preceding those of the 1997 edition of the Uniform Building Cade, However, the building has not: experienced an earthquake of sufficient magnitude and sUe peak ground motions that Inspection Is required when any of the conditions of Section 3.2 of FEMA 352Indicate an Investigation of beam -column connections Is warranted The certificate does not require any analysis of the building or any comparison to the latest Building Code. Any soft story, discontinuity or Irregularity that may be present In the bullring may affect the performance of the building In the event of a large earthquake, Our professional services have been performed with the intent to meet the degree of care and sWll ordinarily exercised by reputable structural engineers pracddng In this or similar locallUes. No other warranty, expressed or Implied, Is made as to the professional advice or opinions Included In this report. If you have any questions regarding information presented in this letter or the attached certificate, please feel free to contact us. Sincerely, BRANDOW & JOHNSfON, INC. Ryan st off, S.E.VLEEA1 PrinCI I Attachment: Seismic Checklist Seismic Certificate G:\16\1610377 Oman West 801 W Civic Cntr Santa Ana Seismic Cert\1610377 801 W Civic Center Seismic Certificate letter,doc 18831 Von Karman Avenue Suite 240 Irvine CA 92612 Tel. (949) 862-8500 Fax (949) 955-079,4 F• • • L • EXHIBIT 1C Seismic Certificate of Applicable Code I am a State or California licensed structural engineer, civil engineer or architect and certify that the building located at; 801 Civic Center Drive, Santa Ana, CA 92701, was reviewed by me. This certiflcatlon was either prepared by me or the bulk of work was performed under my direct supervision. I have no ownership interest In the subject property. A Certificate of Applicable Code may be provided If the entire building was Constructed under a permit approved by the focal jurisdiction and was designed to meet one of the following requirements; ©l998 or subsequent editions of the California Building Code; or, X 1976 or subsequent editions of the Uniform Building Code and the building does not have any one of the enumerated characteristics or conditions listed below: • Unrefnforoed masonry elements, whether load -bearing or not; not Including brick veneer; • Precast, prestressed, orpost-tensloned structural or architectural elements, except piles; • Flexible diaphragm (e.g., plywood) -shear wall (masonry or concrete) structural system constructed pursuant to editions of the Uniform Building Code prior to the 1997 edition; • Apparent additions, alterations, or repairs to the structural system made without a building permit; • Constructed on a site with a slope with one or more stories ap rtiall below grade (taken as 50% or less) for a portion of their exterior; • Soft or weak story, Including wood frame structures with cripple walls, or is construction over first -story parking; • Seismic retreflt of the building, whether voluntary or mandated, whether partial or complete; • Repairs following an earthquake; • Welded steel moment frames (WSMF) that constitute the primary seismic force -resisting system for the building, and the structure was designed to code requirements preceding those of the 1097 edition of the Uniform Buiiding Code, and the building site has experienced an earthquake of sufficient magnitude and site peak ground motions that inspection is required when any of the conditions of Section 3.2 of FEMA 352 Indicate an investigation of beam -column connections Is warranted; • Visible signs of distress or deterioration of structural or non-structural systems, e.g„ excessively cracked and/or spelling concrete walls or foundations, wood dry rot, etc. Documentation of the selected performance level evaluation will be retained by the preparer and shall be available to the State upon request. Name: Ryan Blshoff Firm: Brandow 8, Johnston, Inc. Telephone No: 949.962.8610 License No: SE 6250 License Expiration Date; 08130/17 ��� ( 11/14/2016 Signature // pate wummenr: ---- For a building not qualifying under the above criteria; an Independent Review must be performed. RELPS Optfan 2 30 Apnl 00 80A-290 SEISMIC SCREENING CHECKLIST Reviewer Nama Total Bldg. Sq, Ft. Agehcy Tdtai Lease Sq. Ft.,— L6cat{pn,; .. Hours of Use 1 Retrofit'since 1976 No furtherscreening required 1f documentation of retroflt is provided. 2 AC Ty a. of 6ullaing A pe of Con'stru'ctlon Tilt-U pre 1933 5 1933 to 1976 u . Fes; ;P m ea .i v 9.^.. 1 Post 1976 �nIaQ... w RiAT Score Masonr 10 ..:' Reinforced Concrete 7 5 1 Wood Frame 3 2 1 Steal 7 3 1 11 3.Heght:of,l3u1101ilg'.I,!1.S�Griss-;':',,'.,:r_�-:;,:..!, ..�. Max, number of stories allowable for screening Is6, Asslgnonepornt Par story, I.e., f min„ 6max, (1-g) 4 Asaign points as Indlcated forcountias as grouped in a, b, & c below (a) 12 points In Los Angeles, West 1/3 of San Bernardino, 12 Contra Costa, Riverside, Santa Clara, Alameda, Ventura, San Francisco, Marin (b) 0 points In Sonoma, Santa Barbara, San Mateo, 9 g Orange, San Diego, Inyo, San Luis Obispo, Napa, Kern, Monterey, Solano, Humboldt, Mendocino (c) 3 points to all other counties not listed above. 3 6:C'oriflsauraE1an'.(V.ert'id'ati7 t10 �� ��A1TR16p �lamam �®® T / J� d 5 a 7 90 7 1 7 All other configurations 1 6 Conflguratlon,(Plan Vlaw). END iH L 1 3 7 7 7 7 7 Visible Defects Subjective scoring: 10 paints max, assignable for alldefects observed. The following list Is of typical things to look lot a Dry rot; look for water stains on ceiling tiles end walls, b Damaged foundations; look for large cracks and misalignment c Sagging or shifted beams; look for bowing in center, check for position (parallel) relative to other members d Tilted walls or columns e Corrosion of steel; look for rust, flaking, etc. Check for water stains, If Cracks greater than 118" in masonry or concrete g Check for any material that crumbles (wood, plaster, conc., etc) (1.10) TOTAL 28 Total score of 20 orabove requires standard seismic certification. Capy 015eisimu rneekl,abe�h,a�,we 80A-291 EXHIBIT 1C 80111'ChJc Cmrlet Dv— Clgv ejSnnrrl.dun tease Schedule"L-2" A ecc6.9ihllity SuiTcy (allaehedl ExOibil K 80A-292 EXHIBIT I 9003r41RWIPM4wuy �616Naua1 euhnr 0W, CA a0xu a riowa r81re 1p1W Loa MB+Bnw 0A9N71 a191 N 14[a Fill FIRM RR • xlakl •#:ing111A1i5 10211 120 "10 aA42a1P ku478A1,�?"sd March 10, 2017 sas"ern 8o-p eo'ttaa 6,41 Ftatxawu, apaatts a 1i2o Bi Mr, W IIIIam Lee 406ALMI Routx t "o Wtn 900 Vice President irxMphaw Jx Won g>4r60�1,t�e1 Ocean West 1TA EaatT9d alro.t Gal Fbnr 315 W, filth Street, Suite BOB New vak rrr lawn Los Angeles, CA 90015 ali.612 ese RE: 801 W, Civic tenter, Santa Ana -Accessibility Checklist RESO Project Number: 142055 Dear Wllllam, Upon review of the accessibility checklist and survey of the site conditions, below Is a summaryof our findings and recommendations for correcting the nolrcompliant Items. In particular, remediation work for 3 specific Items on the list would have significant Impacts another aspects of the building. Such im pact is listed for your consideration. Parking (Form 1) Item 1 thru 4 o Rastrataparidng, relocate orrework parking surface Exterior Routes of Travel(Form 3A) o Item 1— Condition does notapply if accessible parkingls relocated o Item 2—Alternate provision to provide an intercom system that will alert dedicated Personnel to assist those In need Exterior Raines of Travel (Form 38) Items 1 thru 2 o Condition does not apply if accessible parking is relocated i Curb Ramps (Form 4) Items 1 thru 2 o Condition does not apply lfaccesslbie parking is relocated 'a 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 notapply if accessible parking is relocated .:: Stairs (Form 8) o Stairrlsers arey' hlgherthan codemaximum. Remedlation would require the reconstruction of the stalrwelis. The California bul(ding code has sn explicit exception that would allow for such condition (118.210.1 Esception:2) provided DGS accepts this as hardship. Building Entrances and Exits (Form 10) e Provide required signage and adjust door closer ,Ppl IF'f•hlr Cerurr Pr—CrrJ' n/Snnbr,lnu Leury Fchih,t K 80A-293 EXHIBIT 1G Doors and Gates (Form 11) o Rework as required tlevators(Form 13) o Panels Inthe elevatorwlll be reworked to provide the minimum required toe clearance distance I Toilet Facilities (Form 16) o Rework as required U Signage (Form 19) o Providesignage as required Alarms (Form 20) o Reworkfire extingulshercabinet Sincerely, Dickson 01, AIA Project Manager Page12 1346905.0134. 17S1 •Z_ 80A-294 EXHIBIT 1C EXHIBIT "ryl" APPROVED GOVERNMENTAL ENTITIES Stale of Califurn Is — Employment Development. Department State of California—DepartmentofRehebililntion County o f Orange — Social Services Agency SER Jobs for Progress — Title V Grant; Privnta Non•proril Ranohtl Santiago Community College District - Santa Ana College Goodwill Industries Corneratonepob Corps NAf f 1'Cledr C¢nl¢r Dr— raw of •&mull; I Pier tPIIRV Exhibit 6 80A-295 EXHIBIT 1C i TABLE OF CONTENTS PRPQ ARTICLEI - DEFINITIONS ................................................. ............. I ................................ .................................. -.. I AR,rtcLE 2 - LEASE OF PRE Iv1 ISES; COMMON AREAS; PARKING; SIGNS ................................. .................... ........................ -3 ARTICLL3. DELIVERY; COMMENCEMENT,, TERM; SURRENDER: HOLDING OVER ...........................................................4 ARTICLE 4 - RENT AND OTHER CHARGES .... ............... ...... ................................ .................................... .................. ........... 4 ARTICLE5. TENANT'S TAXES ........................................ ......................... 11 ..... I. ...... ." .............. ... 11, .... .... ... 11 ...... 5 ARTICLE 6 - SECURITY DEPOSIT ..................... ......... .......................................... I ....... T ......... I ........... 11 ..... 5 ARTICLE 7 - USE OF PREMISES ................................................ I., ................ 1. ... ... I- ... I. ... ..... ....... — ....... 1.115 ARTICLE8. UTILITIES AND SERVICES ............................................. ........................ ........ .... .... I ...... ".." ............. 6 ARTICLE 9 - MAI NTEN ANCE AND REPAI RS .................................. I .... -, ....... ... ". ...... .......... ........... ............................................ 6 ARTICLE I D - ALTERATIONS ............... ..................... .................................... ..." ...... ......... ...... 1. ... ........ .....I...1.6 ARTICLE I I - ASSIGNMENT AND SUBLETTING .... ............................ I ................................ ............................................. ........17 ARTICLE 12 - SUBORDINATION AND ATFORNM ENT; ESTOPPEL CERTIFICATES; FINANCIAL STATEMENTS ................8 ARTICLE 13. CASUALTY; TAKING . —I .... 11 ....... I .... ....................... .......... I ... ................................ ..................................... 8 ARTICLE 14 - INDEMNIFICATION AND INSURANCE ........................... I .................................... -11, ......... I ... ... 1.11.11 ... ..., ..... 111.9 ARTICLE 15 - EVENTS OF DEFAULT AN D REMEDIES .................................. ...... ......... ............ ................ 9 ARTICLE 16 - LANDLORD'S DEFAULT; LANDLORD'S LIABILITY ................................................. ......................................... 10 ARTICLE 17- MISCELLANEOUS .................. ........ .................... ....... .................. ........ ............. 10 PXHIBIT "A" Depiction of the Premises EXHISIT"B" Notice of Lease Teim Doles EXHIBIT"C" Work Letter Agreement EXHIBIT"D" Rules and Regulations EXHIBIT"11" Additional Real EXHiBIT"F" Services and Utilities EXHIBIT 401, Insurance Requiremerls EXHIBIT"H" Remedfos FVIBIT"I" Form offeantit Estoppel Centificale EXHIBIT"!" Opilons 3XIII13IT"K" Eycbrow Sign Exi-nBrrv, State Requirements EXH(SIT"I'vi" Approved Governmental Entities 80J WCh-k Center jDr-C!s,,,fSwtw A mi Leave TWe 80A-296 EXHIBIT 1D MAT e a Mq-TT94. "IF and the Department of Rehabilitation 80A-297 EXHIBIT 1D 1) LEGAL AUTHORITY The Workforce Innovation and Opportunity Act C'WIOA") sec. 121(c)(1) requires that each Local Workforce Development Area develop and enter into a Memorandum of Understanding ( "MOU') with each America's Job Center of California ("AJCC") Partner, consistent with WIOA Sec. 121(c)(2). This requirement is further described in the WIOA; Joint Rule for Unified and Combined State Plans, Performance Accountability, and the AJCC System Joint Provisions: Final Rule at 20 CFR 678.500, 34 CFR 361.500, and 34 CFR 463.500, and in Federal guidance. Additionally, the sharing and allocation of infrastructure costs among AJCC Partners is governed by WIOA sec. 121(h), its implementing regulations, and the Federal Cost Principles contained in the Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (Uniform. Guidance) at 2 CFR part 200, The parties to this MOU are the City Council of the City of Santa Ana, the Santa Ana Workforce Development Board C'SAWDB"j, and the Department of Rehabilitation ("DOR'), a collocated one•stop AJCC Partner located at the Santa Ana WORK Center, 801 W. Civic Center Drive, Suite 200, Santa Ana, CA 92701. The purpose of the MOU is consistent with the provisions of WIOA sec. 121(c)(1), to establish a cooperative working relationship between the SAWDB and DOR, the collocated AJCC Partner, and to define their respective roles and responsibilities concerning the operation of tie AJCC as it relates to shared services and customers. It serves to establish the framework forproviding services to employers, employees, job seekers and others needing workforce services. It also serves to establish a framework to support the established service delivery through the sharing of resources and costs. 4) DURATION This MOU shall become effective as of the date of full execution of the MOU by all Parties ("Effective Date") and terminate June 30, 2022. This MOU shall supersede and cancel the existing Phase I MOU (A-2016-137C) between Department of Rehabilitation ("DOR"), and the SAWDB, executed June 01, 2016, and Phase II MOU (A-2017-205) between DOR, and SAWDB, executed September 01, 2017..This MOU shall also cover any and all services provided by the Partner since September 4, 2018, until the Effective Date of this current MOU. This MOU will be reviewed not less than once every three years to ensure appropriate funding and delivery of services and to identify any substantial changes that require modification ofthis MOU. This MOU will remain in effect until the termination date, unless one of the conditions in section 32 occurs. 2 FOOTIMKOT461 EXHIBIT 1D 5) MODIFICATIONS AND REVISIONS Ibis MOU and its Attachments 1, 2, 3, 3-1, 4, and 5 constitute the entire agreement between the parties, and no oral understanding not incorporated herein shall be binding on any of the parties hereto. This MOU may be modified, altered, or revised, as necessary, by mutual consent of the parties, by the issuance of a written amendment, signed and dated by the parties, which mayrequire approval by the governing body of each Party. Assignment of responsibilities under this MOU by any of the parties shall require prior written notice and preapproval of all parties. Any assignee shall also commit in writing to the terns of this MOU. 6) SANTA ANA WORKFORCE DEVELOPMENT STRATEGIES Santa Ana's vision rests on integrating current and future resources through its SAWDB Partners. Integration suggests more than partnering or assembling multiple funding sources. It means making certain that all elements of the workforce support system work together to create inviting and seamless services wherever a client enters the system. Santa Ana's vision is sensitive to the needs of its unique demographics. The SAWDB's overall strategies include: a) Identifying regional industry clusters (e.g., manufacturing cluster, medical cluster, etc.) to create new jobs in which Santa Ana's workforce can participate; b) Expanding small business development support as a creator of new jobs and method for growing the local tax base; c) Educating Santa Ana's current and future workforce through classroom pre -training and training activities, plus on-the-job training and workforce skill enhancement activities; d) Offering career pathway programs for both unemployed and employed adults and youth; e) Increasing access to jobs for disconnected and underserved populations, especially youth; f) Organizing, integrating and supporting social and other services through the SAWDB's network of partnerships, volunteer organizations, and established institutional resources; and, g) Assuring funding from all public, private, and other sources in support of its programs. 7) ONE -STOP SYSTEM & SERVICES A. LOCATION The AJCC is currently located in Santa Ana as follows: American Job Center (Comprehensive AJCC) Santa Ana WORK CENTER 801 W. Civic Center Drive, Suite 200 Santa Ana, CA 92701 (714)565-2600 Open to the Public: Monday — Friday 5:00 am-5:00 pm 80A-299 M1111- HRUP The AJCC is currently located at the Santa Ana WORK Center ("SAWC") as described in the Location of AJCC and all Partners, attached herein as Attachment I and incorporated herein by reference. Santa Ana ranks as the fourth densest city in the entire nation. SAWC, through its central location in downtown Santa Ana, shall provide and/or coordinate WIOA services to individuals, providing them with the necessary skills to participate in building a world -class workforce in Santa Ana. The SAWC offers the community a variety of informational, employment and training services based on individual needs. Those needs are met by the combined efforts of the SAWC Partners as described by the Santa Ana AJCC Partner Services, included herein as Attachment 2 and incorporated herein by reference. B. SERVICES PROVIDED AT THE SANTA ANA WORK CENTER Services and referrals provided at the SAWC by AJCC Partners may include, but are not limited to, the following: 1. Basic Career Services: a. Eligibility determination; b. Outreach, intake, and orientation to information and services; c. Initial assessment of skill levels, including: literacy, numeracy, and English proficiency; and, aptitudes, abilities, and support service needs; d. Labor exchange services, including: i. Job vacancy listings in labor market areas; ii. Information on job skills needed to obtain the vacant jobs; and, iii. Information relating to in -demand occupations, including earnings and opportunities for advancement; e. Provision of performance and program cost information on the Eligible Training Provider List C ETPL") eligible programs by program and type of provider f. Provision of information in acceptable formats and languages that identify actual performance against performance accountability measures g. Provision of information related to support services h. Provision of information and assistance in filing Unemployment Insurance claims; and, i. Assistance in establishing eligibility for programs of financial aid assistance for training and education programs not funded through WIOA. 2. Individualized Career Services: a. Comprehensive and specialized assessment of skill levels and service needs including: Diagnostic testing; and, other assessment tools; b. In-depth interview and evaluation to determine barriers and goals; c. Development of Individual Employment Plan (IEP) to identify goals, objectives, and services; d. Group counseling; c. Individual counseling; f. Careerplanning; g. Short-term pre -vocational services, including: development of learning skills; communication skills; and, other soft skills to prepare individuals for employment or training; 4 80A-300 EXHIBIT 1D It. Workforce preparation activities, including: basic academic; and, obtaining other skills necessary for successful transition into postsecondary education, training or employment; i. Financial literacy services; and, j. Out -of -area job search assistance and relocation assistance. 3. Trainine Services: a. Occupational skills training; b. On -the -Job training, c. Incumbent worker training; d. Programs that combine workplace training with related instruction, which may include cooperative education programs; c. Training programs operated by the private sector; f. Skill upgrading and retraining; g. Entrepreneurial training programs; h. Transitional jobs; i. Job readiness training provided in combination with any of the aforementioned. training Services; j. Adult education and literacy activities, including: activities of English language acquisition; and, integrated education and training programs provided concurrently or in combination with any of the aforementioned training services; L Customized training; 1. Internships and work experiences that are linked to careers; and, m. English language acquisition and integrated education and training program. 4. Employer Services: a. Recruitment and other business services on behalf of employers. C. SYSTEM STRUCTURE The SAWDB will procure the AJCC Operator through a competitive process in accordance with the Uniform Guidance Cost Principles contained in the Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards at 2 CFR part 200 (Uniform Guidance), including the Office of Management and Budget's (OMB) approved exceptions for the U.S. Department of Labor at 2 CFR part 2900, WIOA and its implementing regulations, and local procurement laws and regulations. All documentation for the competitive AJCC operator procurement will be available for public inspection. The State requires that the AJCC operator is re -competed at least every three years and no later than every four years. 2. ROLES AND RESPONSIBILITIES OF PARTIES a. Provision of Applicable Career Services and Parfieipation In Planning and Development; The parties to this MOU will work closely together to ensure that the AJCC is a high -performing work place with staff that ensure quality of service. The AJCC Partner has indicated they shall provide an array of applicable career services to clients as set forth in the Santa Ana AJCC Partner 80A-301 EXHIBIT 1D Services. The AJCC Partner agrees to the responsibilities required of all Partners under WIOA Section 121(b). In addition, the AJCC Partners will participate in joint planning, plan development, and modification of activities to accomplish the following: i. Continuous partnership building; ii. Continuous planning in response to state and federal requirements; and, iii. Responsiveness to local and economic conditions, including employer needs. Parties agree to the co -enrollment of mutual customers in case management to better leverage the resources available for the benefit of the participant and enhance successful outcomes and participate in the operation of the one -stop system consistent with the terms of the MOU and requirements of authorized laws. Both parties agree to inform each other immediately when a customer violates an established policy that would require them to be banned from the center or behavior that requires police intervention. Parties agree to collaborate and reasonably assist each other in the development of necessary service delivery protocols for the services outlined in this MOU. Parties agree that the provisions contained herein are made subject to all applicable federal and state laws, implementing regulations, and guidelines imposed on either or all the parties relating to privacy rights of customers, maintenance of records, and other confidential information relating to customers. Parties agree that all equipment and finmiture purchased by any party for purposes described herein shall remain the property of the purchaser after the termination of this MOU. b. Parties shall comply with: i. Section 188 of the WIOA Nondiscrimination and Equal Opportunity Regulations (29 CFR Part 38; Final Rule, published December 2, 2016); ii. Title VI and VII of the Civil Rights Act of 1964 (Public Law 88-352), as amended; iii. Section $04 of the Rehabilitation Act of 1973, as amended; iv. The Americans with Disabilities Act of 1990, as amended; v. The Jobs for Veterans Act (Public Law 107-288) pertaining to priority of service in programs funded by the U.S. Department of Labor, vi. Training and Employment Guidance Letter (TEGL) 37-14, Update on Complying with Nondiscrimination Requirements: Discrimination Based on Gender Identity, Gender Expression and Sex Stereotyping are Prohibited Forms of Sex Discrimination in the Workforce Development System and other guidance related to implementing WIOA sec. 188; vii. The Non-traditional Employment for Women Act of 1991; vim. The Age Discrimination Act of 1967, as amended; 80A-302 1 /:4MMININiG: ix. The Age Discrimination Act of 1975, as amended; x. Title IX of the Education Amendments of 1972, as amended; xi. The Family Educational Rights and Privacy Act (FERPA) (20 U.S.C. § 1232g; 34 CFR part 99); xii. Title IX of the Education Amendments of 1972, as amended; xiii. Confidentiality requirements governing the protection and use of personal information held by the VR agency (34 CFR 361.38); xiv. The confidentiality requirements governing the use of confidential information held by the State Ul agency (20 CFR part 603); and, xv. AlI amendments to each, and all requirements imposed by the regulations issued pursuant to these acts. The Parties agree to inform each other immediately when a customer violates an established policy that would require them to be banned from the center or activity that requires policy intervention. 8) COLLOCATED AJCC PARTNER RESPONSIBILTFIES Partner commits to collocation ofstaff, as appropriate, and to providing otherprofessional learning opportunities that promote continuous quality improvement. Partner will further promote system integration to the maximum extent feasible through: a. Effective communication, information sharing and collaboration with the AJCC operator; b. Joint planning policy development, and system design processes; c. Commitment to the joint mission, vision, goals, strategies, and performance measures; d. The design and use of common intake, assessment, referral, and case management processes; e. The use of common and/or linked data management systems and data sharing methods, as appropriate; E Leveraging of resources, including other public agency and non-profit organization services; g. Participation in a continuous improvement process designed to boost outcomes and increase customer satisfaction; and h. Participation in regularly scheduled Partner meetings to exchange information in support of the above and encourage program and staff integration. 80A-303 EXHIBIT 1D PARTNER, shall provide applicable career services to clients as set forth in the Santa Ana AJCC Partner Services. 9) REFERRALS The primary principle of the referral system is to provide integrated and seamless delivery of services to workers, job seekers, and employers. In order to facilitate such a system, Partners will ensure and agree to: a. Familiarize themselves with the basic eligibility and participation requirements, as well as with the available services and benefits offered, for each of the Partners' programs represented in the AJCC network; b. Develop materials summarizing their program requirements and making them available for Partners and customers; c. Develop and utilize common intake, eligibility determination, assessment, and registration forms, as appropriate; d. Provide substantive referrals to customers who are eligible for supplemental and complementary services and benefits under Partner programs; e. Regularly evaluate ways to improve the referral process, including the use of customer satisfaction surveys; f Commit to robust and ongoing communication required for an effective referral process; g. Commit to actively follow up on the results of referrals and assuring that Partner resources are being leveraged at an optimal level; h. Ensure that intake and referral processes are customer -centered with the intent to provide high quality customer service; i. Ensure that general information regarding AJCC programs, services, activities, and resources shall be made available to all customers as appropriate; j. Ensure that referrals will be made via email or other electronic means; k. Ensure that referrals will include a direct link or access to other AJCC Partner staff that can provide meaningful information or service, through the use of co -location, or real-time technology (two-way communication and interaction with AJCC Partners that results in services needed by the customer); and, 1. Ensure that the referral process will include specific staff name, the activity required, desired outcome and a method for communicating back to the referring agency that the service need was addressed. 0 80A-304 EXHIBIT I a. Day -to -Day Supervision The day-to-day supervision of staff assigned to the AJCCs will be the responsibility of the site supervisor(s). PARTNER will continue to set the priorities of its staff assigned to the AJCC. Any change in work assignments or any concerns involving the responsibilities of the parties which occur at the worksite will be handled by the site supervisor(s) and PARTNER management. b. Santa Ana WORK Center Hours of Operation The SAWC is open for business: Monday through Friday from 8:00 am until 5:00 pm. c. Partner Staff Office Hours The office hours for Partner staff at the AJCC will be established by the Partner. All Partner staff will comply with their corresponding holiday schedule and will provide a copy of their holiday schedule to the SAWDB and SAWC at the beginning of each fiscal year. d. Building Accessibility All Partner staff assigned to the SAWC will be issued an access card to SAWC suite 200 and a parking lot pass that allows them to enter and exit the parking lot. It is all individual staff s responsibility to keep them secure. Should they damage or lose them they can be replace by the SAWDH at the expense of the individual agency staff. e. Benefits Each party shall be solely liable and responsible for providing to, or on behalf of, its employee(s), all legally -required employee benefits. In addition, each party shall be solely responsive and hold all other parties harmless from all matters relating to payment of each party's employee(s), including compliance with social security withholding, workers' compensation, and all other regulations governing such matters. The purpose of this section is to establish a financial plan, including terms and conditions, to fund the services and operating costs ofthe local AJCC. The parties to this MOU agree that joint funding is a necessary foundation for an integrated service delivery system. The goal of the operating budget is to develop a funding mechanism that: a. Establishes and maintains the Local workforce delivery system at a level that meets the needs of the job seekers and businesses in the Local area; b. Reduces duplication and maximizes program impact through the sharing of services, resources, and technologies among Partners (thereby improving each program's effectiveness); 91 80A-305 EXHIBIT 1D c. Reduces overhead costs for any one Partner by streamlining and sharing financial, procurement, and facility costs; d. Ensures that costs are appropriately shared by AJCC Partners by determining contributions based on the proportionate use of the AJCC centers and relative benefits received, and requiring that all funds are spent solely for allowable purposes in a manner consistent with the applicable authorizing statutes and all other applicable legal requirements, including the Uniform Guidance, and, e. All parties will meet and confer regarding replacement, acquisition, cleaning and maintenance of furnishings. The parties consider this AJCC operating budget the master budget that is necessary to maintain the SAWDB's high -standard AJCC. It includes the following cost categories, as required by WIOA and its implementing regulations: a. Infrastructure costs (also separately outlined below in the Infrastnucture Funding Agreement); b. Career services; and c. Shared services. All costs must be included in the MOU, allocated according to the AJCC Partner's proportionate use and relative benefits received, reconciled every six (6) months against actual costs incurred, and adjusted accordingly. The AJCC operating budget is expected to be transparent and negotiated among Partners on an equitable basis to ensure costs are shared appropriately. All Partners must negotiate in good faith and seek to establish outcomes that are reasonable and fair. All. Partners must adhere and reference the rules and regulations included in the executed Office Lease, attached hereto as Attachment 5 and incorporated herein by reference. The Infrastructure Funding Agreement ("IFA") contains the infrastructure costs budget that is an integral component of the overall AJCC operating budget. The IFA is a mandatory component of the local MOU, described in WIOA sec. 121(c) and 20 CFR 678.500 and 678.755, The IFA contains the AJCC Comprehensive Infrastructure Budget, and Other System Cost Budget, included herein as Attachment 3 and incorporated herein by reference, that is an integral component of the overall AJCC operating budget. The other component of the IFA is the Applicable Career Services, attached herein as Attachment 3-I and incorporated herein by reference, which includes the shared operating costs and shared services. The overall AJCC operating budget includes the Comprehensive Cost Allocation and Partner Contributions, attached herein as Attachment 4 and incorporated herein by reference. AJCC infrastructure costs are defined as non -personnel costs that are necessary for the general operation of the AJCC, including, but not limited to: a. Rental of the facilities; b. Utilities and maintenance; m 80A-306 c. Equipment, including assessment -related products and assistive technology for individuals with disabilities; and, d. Technology to facilitate access to the AJCC, including technology used for the center's planning and outreach activities. Changes in the AJCC Partners or an appeal by an AJCC Partner's infrastructure cost contributions will require an amendment of the MOU. 13) COST ALLOCATION METHODOLOGY The purpose of this infrastructure cost sharing methodology is to summarize, in writing, the methods and procedures that the SAWDB will use to share costs with the AJCC Partner. The AJCC Partner agrees that it will be charged on a monthly basis according to the following cost sharing methodology, and that monthly payment will be submitted within the first ten (10) calendar days of each month. 14) INFRASTRUCTURE COST ALLOCATION METHODOLOGY a Rent Costs: Rent costs shall be based only on the base rent. The base rent is derived from the total assigned square footage, calculating the percentage of usage by AJCC Partner and applying that percentage to the common area square footage. Assigned square footage plus the percentage of common area square footage equals total square footage for each AJCC Partner. Total square footage for each. AJCC Partner multiplied by the base rent per square foot equals total base rent for each AJCC Partner as indicated in the AJCC Comprehensive Infrastructure Budget, and Other System Cost Budget and the Comprehensive Cost Allocation and Partner Contributions. The base rent has an annual increase of no more than 3%over the five-year life of the Office Lease document (Attachment 5 attached herewith and incorporated herein by reference). b. Utilities and Maintenance: This section includes only telephone services, which includes voice -mail on AJCC Partners' phones. Costs for staff pboncs are charged based on the AJCC Partner's assigned space. Common area phones will be charged according to space allocation. c. Teleahones: Telephone costs include the cost of purchasing and installing a new phone system utilized by the AJCC Partners. Telephone costs are based on the actual cost for telephones in assigned spaces. Common area telephones are allocated based onpercentage of space allocation. d Technology and Internet Access Costs: Installation of Network Wireless Bridge will be a monthly charge based on costs from the vendors. The cost per AJCC Partner is derived from the calculation of total percentage of space used by each AJCC Partner. Recurring monthly charges for Internet, Wi-Fi and other technology charges are allocated based on the percentage of total space allocated. Access Card System installation and programing of the key card system, Data & Phone cabling and Switches will be a monthly charge to all collocated Partners based on allocated space. 15) INFRASTRUCTURE CONTRIBUTIONS The AJCC Partner may provide cash, non -cash (in- kind), and third -party in -kind contributions to cover its share of infrastructure costs. In -kind contributions cannot be used to fund non- im 80A-307 EXHIBIT 1D infrastructure costs (such as personnel), and must be valued consistent with Uniform Guidance Section 200.306 to ensure such contributions are fairly evaluated and qualify for the AJCC Partner's proportionate share. If third -party in -kind contributions are made to support the AJCC as a whole (such as facility space), that contribution will not count toward the AJCC Partner's proportionate share of the infrastrueWc. Rather, the value of the contribution will be applied to the overall infrastructure budget prior to determining proportionate amounts and thereby reduce the contribution required for all AJCC Partners. a. Cash Cash funds provided to the SAWDB, or its designee, by AJCC Partners, either directly or by an interagency transfer, or by a third party. 6. Nan -Cash Expenditures incurred by AJCC Partners on behalf of the AJCC; and Non -cash contributions or goods or services contributed by a Partner program and used by the AJCC. c. Third party In -kind Contributions of space, equipment, technology, non -personnel services, or other like items to support the infrastructure costs associated with AJCC operations, by a non-AJCC Partner to: Support the AJCC in general; or, Support the proportionate share of AJCC infrastructure costs of a specific Partner (20 CFR 678.720; 20 CFR 678.760; 34 CFR 361.720; 34 CFR 361.760, 34 CFR 463.720; and 34 CFR 463.760). 16) OTHER AJCC DELIVERY SYSTEM COSTS In compliance with W1OA Joint Rule Section 678.760, the AJCC Partners will use a portion of funds made available under their authorizing federal statute (or fairly evaluated in -kind contributions) to share the additional costs relating to the operation of the One -Stop delivery system. These costs may be shared through cash, non -cash, or third -party in -kind contributions. As required by WSD16-09, the amount of funds that the AJCC Partner has budgeted to expend on applicable career services and other shared services, which cumulatively with the other AJCC Partners budgeted amounts shall form the Comprehensive Cost Allocation and Partner Contributions. a. Career Services Applicable to the AJCC Partner The AJCC Partner shall provide applicable career services to clients as set forth in the Santa Ana AJCC Partner Services. The agreed upon Applicable Carcer Services Budget is set forth in Attachment 3-1 attached hereto and incorporated herein by reference. This budget consists of the AJCC Partner's costs for the service delivery of each applicable career service indicated in the Santa Ana AJCC Partner Services. b. Required Consolidated Budget for the Delivery of "Applicable Career Services" The other system costs budget must be a consolidated budget for applicable career services. This budget must include each of the Partner's costs for the service delivery of each applicable career 12 ,:1 ffi1: EXHIBIT 1D service and a consolidated system budget for career services applicable to more than one Partner as indicated in the Comprehensive Cost Allocation and Partner Contributions„ AJ!CC Partners understand that while only collocated Partners share infrastructure costs, at this time, all A3CC Partners must share in other System costs through non -cash (in -kind) contributions as set forth herein. 1.7) DATA SHARING Parties agree that the use of high -quality, integrated data is essential to inform decisions made by policymakers, employers, and job seekers. Additionally, it is vital to develop and maintain an integrated case management system, as appropriate, that informs customer service throughout customers' interaction with the integrated system and allows information collected from customers at intake to be captured once. Parties further agree that the collection, use, and disclosure of customers' personally identifiable information (Pll) is subject to various requirements set forth in Federal and State privacy laws. Partners acknowledge that the execution of this MOU, by itself, does not function to satisfy all of these requirements. All data, including customer PII, collected, used, and disclosed by Partners will be subject to the following: a. Customer PII will be properly secured in accordance with the SAWDB's policies and procedures regarding the safeguarding of PII; b. The collection, use, and disclosure of customer education records, and the PII contained therein, as defined under FERPA, shall comply with FERPA and applicable State privacy laws; c. All confidential data contained in Unemployment Insurance wage records must be protected in accordance with the requirements set forth in 20 CFR part 603; d. All personal information contained in Vocational. Rehabilitation records must be protected in accordance with the requirements set forth in 34 CFR 361.38; e. Customer data may be shared with other programs, for those programs' purposes, within the AICC network only after the informed written consent of the individual has been obtained, where required; f. Customer data will be kept confidential, consistent with Federal and State privacy laws and. regulations; and, g All data exchange activity will be conducted in machine readable format, such as HTML or PDF, for example, and in compliance with Section 508 of the Rehabilitation Act of 1973, as amended (29 U.S.C. § 794 (d)). 13 80A-309 EXHIBIT 1D All AJCC and Partner staff will be trained in the protection, use, and disclosure requirements governing PIT and any other confidential data for all applicable programs, including FERPA- protected education records, confidential information in UI records, and personal information in VR records. All parties expressly agree to abide by all applicable Federal, State, and local laws and regulations regarding confidential information, including PH from educational records, such as but not limited to 20 CFR Part 603, 45 CFR Section 205.50, 20 USC 1232g and 34 CFR part 99, and 34 CFR 361,38, as well as any applicable State and local laws and regulations. Each party will ensure that the collection and use of any information, systems, or records that contain PH and other personal or confidential information will be limited to purposes that support the programs and activities described in this MOU and will comply with applicable law. Each patty will ensure that access to software systems and files under its control that contain PH or other personal or confidential information will be limited to authorized staff members who are assigned responsibilities in support of the services and activities described herein and will comply with applicable law. Each party expressly agrees to take measures to ensure that no PH or other personal or confidential information is accessible by unauthorized individuals. To the extent that confidential, private, or otherwise protected information needs to be shared amongst the parties for the parties' performance of their obligations under this MOU, and to the extent that such sharing is permitted by applicable law, the appropriate data sharing agreements will be created and required confidentiality and ethical certifications will be signed by authorized individuals. With respect to confidential unemployment insurance information, any such data sharing must comply with all of the requirements in 20 CFR Part 603, including but not limited to requirements for an agreement consistent with 20 CFR 603.10, payments of costs, and permissible disclosures. With respect to the use and disclosure of FERPA-protected customer education records and the PH contained therein, any such data sharing agreement must comply with all of the requirements set forth in 20 U.S.C. § 1232g and 34 CFR Part 99. With respect to the use and disclosure of personal information contained in VR records, any such data sharing agreement must comply with all of the requirements set forth in 34 CFR 361.38. 19) PRESS RELEASES AND COMMUNICATIONS All parties shall be consulted and notified prior to communicating with the press, television, radio or any other form of media regarding its duties or performance under this MOU. Participation of each party in press/media presentations will be determined by each party's public relations policies. The parties agree to utilize the AJCC logo developed by the State of California and the SAWDB on buildings identified for AJCC usage. 20) ACCESSIBILITY 14 80A-310 EXHIBIT I Accessibility to the services provided by the AJCCs and all Partner agencies is essential to meeting the requirements and goals of the local AJCC network. Job seekers and businesses must be able to access all information relevant to them via visits to physical locations as well as in virtual spaces, regardless of gender, age, race, religion, national origin, disability, veteran's status, or on the basis of any other classification protected under state or federal law. 21) NON-DISCRIMINATION AND EQUAL OPPORTUNITY All parties to this MOU certify that they prohibit, and will continue to prohibit; discrimination, and they certify that no person, otherwise qualified, is denied employment, services, or other benefits on the basis of: (i) political or religious opinion or affiliation, marital status, sexual orientation, gender, gender identification and/or expression, race, color, creed, or national origin; (ii) sex or age, except when age or sex constitutes a bona fide occupational qualification; or (iii) the physical or mental disability of a qualified individual with a disability. 22) GRIEVANCES AND COMPLAINTS PROCEDURE The AJCC Partner agrees to establish and maintain a procedure for grievance and complaints as outlined in. WIOA. The process for handling grievances and complaints is applicable to customers and Partners. These procedures will allow the customer or entity filing the complaint to exhaust every administrative level in receiving a fair and complete bearing and resolution of their grievance. The Partner further agrees to communicate openly and directly to resolve any problems or disputes related to the provision of services in a cooperative manner and at the lowest level of intervention possible. All Partners agree to inform each other immediately when a customer violates an established policy that would require them to be banned from the center or involves police authorities. 23)AMERICAN'S WITH DISABILITIES ACT AND AMENDMENTS COMPLIANCE The AJCC Partner agrees to ensure that the policies and procedures as well as the programs and services provided at the AJCC are in compliance with the Americans with disabilities Act ("ADA") and its amendments. Additionally, the SAWDD and the AJCC Partners will ensure that policies and procedures established by the SAWDB and the AJCC Partners are in compliance with the ADA. 24) BOLD ESSRNDEMNIFICATION/LIABII.ITY In accordance with provisions of Section 895.4 of the California Government Code„ each signatory hereby agrees to indemnify, defend and hold harmless all other signatories identified in this MOU from and against any and all claims, demands, damages and costs arising out of or resulting from any negligent acts or omissions which arise from the performance of the obligations by such indemnifying party pursuant to this MOU. In addition, except for Departments of the State of California which cannot provide for indemnification of court costs and attorney's fees under the indemnification policy of the State of California, all signatories to this MOU agree to indemnify, defend and hold harmless each other from and against all court costs and, attorney's fees arising out of or resulting from any negligent acts or omissions which arise from the performance of the 1s 80A-311 EXHIBIT 1D obligations by such indemnifying party pursuant to this MOU. It is understood and agreed that all indemnity provided herein shall survive the termination of this MOU. 25) SEVERABILITY If any part of this MOU is found to be null and void or is otherwise stricken, the rest of this MOU shall remain in force. All parties to this MOU certify they will comply with the Drug -Free Workplace Act of 1988,41 U.S.C. 702 et seq., and 2 CFR part 182 which require that all organizations receiving grants from any Federal agency maintain a drug -free workplace. The recipient must notify the awarding office if an employee of the recipient is convicted of violating a criminal drug statute. Failure to comply with these requirements may be cause for suspension or debarment under 2 CFR part 180, as adopted by the U.S. Department of Education at 2 CFR 3485, and the U.S. Department of Labor regulations at 29 CFR part 94. All parties shall comply with the Byrd Anti -Lobbying Amendment (31 U.S.C. Sectionl352), 29 C.F.R. Part 93, and 34 CFR part 82, as well as the requirements in the Uniform Guidance at 2 CFR 200.450. The parties shall not lobby federal entities using federal funds and will disclose lobbying activities as required by law and regulations. 28) DEBARMENT AND SUSPENSION All parties shall comply with the debarment and suspension requirements (E.0.12549 andl2689) and 2 CFR part 180 and as adopted by the U.S. Department of Labor at 29 CFR part 2998 and by the U.S. Department of Education at 2 CFR 3485. 29) PRIORITY OF SERVICE All parties certify that they will adhere to all statutes, regulations, policies, and plans regarding priority of service, including, but not limited to, priority of service for veterans and their eligible spouses, and priority of service for the WIOA title I Adult program, as required by 38 U.S.C. sec. 4215 and its implementing regulations and guidance, and WIOA sec. 134(c)(3)(E) and its implementing regulations and guidance. Partners will target recruitment of special populations that receive a focus for services under WIOA, such as individuals with disabilities, low-income individuals, basic skills deficient youth, and English language learners. 30) BUY AMERICAN PROVISION Each party that receives funds made available under title I or Il of WIOA or under the Wagner- Peyser Act (29 U.S.C. Section 49, et. seq.) certifies that it will comply with Sections 8301 through 8303 of title 41 of the United States Code (commonly known as the "Buy American Act!) and as referenced in WIOA Section 502 and 20 CFR 683.200(1). 16 80A-312 EXHIBIT 1 D 31) SALARY COMPENSATION AND BONUS LIMITATIONS Each party certifies that, when operating grants funded by the U.S. Department of Labor, it complies with TELL 05-06, Implementing the Salary and Bomis Limitations in. Public Law 109- 234, TELL 17-I5, Workforce Innovation and Opportunity Act (WIOA) Adult, Dislocated Worker and Youth Activities Program. Allotments for Program Year (PY) 2017;.Final PY 2017 Allotments for the Wagner-Peyser Act Employment Service (ES) Program Allotments; and Workforce Information Grants to States Allotments for PY 2017, Public Laws 114-1 I3 (Division H, title I, Section 105) and 114-223, and WIOA section 194(15)(A), restricting the use of federal grant funds for compensation and bonuses of an individual, whether charged to either direct or indirect, at a rate in excess of the Federal Office of Personnel Management Executive Level 11. 32) TERMINATION This MOU will remain in effect until the end date specified in section 4 above, unless: a. Federal oversight agencies charged with the administration of WIOA are unable to appropriate funds or if funds are not otherwise made available for continued performance for any fiscal period of this MOU succeeding the first fiscal period. Any party unable to perform pursuant to MOU due to lack of funding shall notify the other parties as soon as the party has knowledge that funds may be unavailable for the continuation of activities under this MOU; b. WIOA is repealed or superseded by subsequent federal law, e. Local area designation is changed under WIOA; and, d. A party breaches any provision of this MOU and such breach is not cured within thirty (30) days after receiving written notice from the SAWDB Chair (or designee) specifying such breach in reasonable detail. In such event, the non-hreacbing party(s) shall have the right to terminate this MOU by giving written notice thereof to the party in breach, upon which termination will go into effect immediately. In the event of termination, the parties to the MOU must convene within thirty (30) calendar days after the breach ofthe MOU to discuss the formation of the successor MOU. At that time, allocated costs must be addressed. This MOU is of no force or effect until signed by authorized representatives of the participating parties, and approved by the Chief Local Elected Official or his/her designee. The MOD, once signed, becomes part of the local WIOA Plan. Any party may withdraw from this MOU by giving written notice of intent to withdraw at least thirty (30) calendar days in advance of the effective withdrawal date. If agreed to by all parties, the timeframes for notice maybe reduced or extended. Notice of withdrawal shall be given to the SAWDB at the address listed in the signed attachments of this MOU, and to the contact person so listed, considering any information updates received by the parties, a courtesy notification shall be made to all parties of this MOU in a timely manner. 33) NOTICES All notices, requests, claims, correspondence, reports, statements authorized or required by this Agreement, and/or other communications shall be addressed as follows: 17 80A-313 EXHIBIT 1D City of Santa Ana: City of Santa Ana Administration Services 801 W. Civic Center Dr., Suite 200 Santa Ana„ CA 92701 Partner: Department of Rehabilitation 222 S. Harbor Bl. Suite 300 Anaheim, CA 92805 34j INSURANCE The AJCC Partners agree that their current in force insurance or self-insurance coverage programs shall apply to their operations performcd under the Workforce Innovation Opportunity Act and at the SAWC, including commercial general liability, property damage liability, business personal property, workers' compensation and employee dishonesty/crime coverages. The City of Santa Ana shall be named as additional insured for such insurance and the coverage shall be primary and non-contributory with regard to the City. 35) AUTHORITY AND SIGNATURES The individuals signing this MOU and its attachments, which are incorporated herein by reference, have the authority to commit the party they represent to the terms of this MOU, and do so commit by signing. ATTACHMENTS Attachment 1: AJCC Partners Location and Map Attachment 2: Santa Ana AJCC Partner Services Attachment 3: AJCC Comprehensive Infrastructure Budget, and Other System Cost Budget Attachment 3-1: Applicable Career Services Attachment 4: Comprehensive Cost Allocation and Partner Contributions Attachment 5: Office Lease 80A-314 I I EXHIBIT 1D THIS MEMORANDUM OP UNDERSTANDING is hereby signed and agreed to on the date first written above. FOR THE CITY OF SANTA ANA Attest: Norma Mitre, Acting Clerk of the Council Recommended for Approval, Steven A. Mendoza, Executive Director Community Development Agency City of Santa Ana: Kristine Ridge, City Manager to Farm: alho, City Attorney Assistant City Attorney FOR AMERICA'S JOB CENTER OF CALIFORNU PARTNER Department of Rehabilitation AJCC Partner 222 S Harbor RL Suite 300 Anaheim CA 92805 Address m I I 80A-315 EXH I [MLAPent 1 Partner Program Partner Authorization/Category Physically Organization Co -Located Title 1 Adult, Dislocated City of Santa Ana Workers and Youth WIOA Title I Adult Dislocated Workers, Youth Yes Programs programs Rancho Santiago WIOA title 11 Adult Education and Family Adult Education/ Community College Literacy Act (AEFLA) program Career and technical education (CTE) Literacy and Carl Perkins District Career Technical programs at the postsecondary level, No Education authorized under the Carl D. Perkins Career and Technical Education Act of 2006 (20 U.S.C. 2301 et seq.) Wagner-Peyser Employment WIOA title III Wagner-Peyser Employment Development Services, authorized under the Wagner-Peyser Yes Department (EDD) Act(29 U.S.C.49 et seq.), also providing the state's public labor exchange. Veterans Employment Development Jobs for Veterans State Grants (JVSG), Yes Department (EDD) authorized under chapter41 of title 38, U.S.C. Employment Trade Adjustment Assistance (TAA), Trade Act Development authorized under chapter 2 of title 11 of the Yes Department (EDD) Trade Act of 1974 (19 U.S.C. 2271et seq.) Unemployment Employment insurance (Ul) Development Unemployment Insurance programs antler No Department (EDD) state unemployment compensation laws. State Department of WIOA title IV State Vocational Rehabilitation Vocational Rehabilitation program authorized under title I of the Yes Rehabilitation Services Rehabilitation Act of 1973 (29 U.S.C. 720 et seq.) Temporary Assistance Social Service Temporary Assistance for Needy Families for Needy Families Agency -Family Self- (TANF), authorized under part A of title IV of Yes (TANF) Sufficiency the Social Security Act (42 U.S.C. 601 et seq.) Senior Aid Program Senior Community Service Employment Senior Aid Program Regions 11 & III Program (SCSEP), authorized under title V of Yes SER-Jobs for the Older Americans Act of 1965 (42 U.S.C. Progress, Inc. 3056 et seq.) Job Carps Long Beach Job Corps WIOA Title I C, Jobs Corps No Native American Southern California Indian and Native American Programs (Section Programs Indian Center 166) No Housing & Urban Santa Ana Housing Housing & Urban Development (HUD) Development Authority Yes Adult Demonstration Orange County Reentry Employment Opportunities (ED) Sheriffs Department programs authorized under see. 212 of the No Second Chance Act of 2007 (42 U.S.C. 17532) and WIOA sec.169 80A-316 EXHIBIT 1D SANTA ANA WORKCENTER AMERICA�SO' CENTER OF CALIFORNIA 1 ITS PARTNERS 0 ZQ SantaAmWORKCenter Centemlai AduREducation AmeWstobCenaerdCaRfomia 29WW. EdtnyerAve, o01W.ChkCenter. Dr: Santa Ana, CA 92704 SantaAna,Gk92701 ..... Santa Ana College "' 1530W.17thSt EmpbymeMOevei®prr>Bnt Oepariment ', Santa Ana, CA927o6 StateDeparimentofRehabi6tation Of— Social SeMces Agency Goodwill krWrtrks Cdkga&Waktace SERiSmalorkdProllawrl p� p Preparation Center Lmrtfllfe 15721tMainSt tlrangr%CA92667 State Departmental RebaboRatlan wa 70971te City privGSuite 110 C atgq.CA92B66 60 Soda[ServkesAgency 19285.Gmnd Ave Santa Ana, CA9270S � tTE/ mak7fth Schad toot S.GteenvMe Santa Ar%CA92704 H Lat96eachlob Crops 1903 Santa re Ave. 4o1196e6ch,CA90010 Asian American Senior Center 6S01i. Birch St Santa Ama,CA92701 Remington Education Center 132SE4th St. SanU Ana,CA92701 13"O 1rar1CRt t EXHIBIT I Of c to 4 o a ° a m d ° a. = m d C a t- eei inm 06a ¢ 0 m a m" O 1= a Imo-` w¢ C �= rd C r�i. F= C3 ca r P% oo co cc �' h ca r ; r., r: c E v m c m a v m d �+ m en W N N rn N N .- N rl rl rl 00rF W OD I rl OD a 06 ur h h a 00 v{ e 00 O ni esi rf 00 i ❑ ev 06 r" ri .4 ua -W .a. � C pep. h u4 r+ vi Ln v Q "'� h rat e�i N L N ti pKp p ec*r ro a r a c6 D -L M Q' R r ri h M' N 6a, 06 N 0 Ui 06 L © e4 L6 rE rs �% k6 r! tD U'1 G6 oj v` Lf N' '7 ttf V h L �= N 06 cf h -p' C `F rri h m N ` N N t^8 4r1 Pd N o :C ev ri t-qi 4.-i N 4ri r4 .t°. N N ri ru Lo F` N t C G C G O C Q C O D c m aai Occi IV boo o� c a ¢ ro� o� C�;m caw ®� E e 3 28 0 0 o a a a yr Q- m c N 4/1 E Cy a V1 F' H y N 44 E �' R Q a Q- o. +6+ u � C C Dk p � LJ KCQ.! pt. LU w4 wG wed .G ii GOE 2U Nfx 2 V v"�f Cc,eo 0.. S lu c 0 `a E R u M E o a °' E m w &° z m m > °, Dui a c to vcx ° a a O E ¢ c eon at v a ° �a a o c o y 80A-318 N E t? d Z 4 CO) EXHIBIT 1D LIO o' "a a ; • y •CS tL St L e,. ° fii Ed Cry y ^� Yu � a O •� r u C C o a •o rs O .0 .S C E . ,:6 � '�CC7 wi t � '`!3 .gay c0c� cut V4 ,t O C! O y itl R tit Q N •C 'O n L �7` O 4 Gt °' x �' yr �' aC ¢Og E dEC O Y0.T a y z Y y a aqC m.. s o U R 2 'a CL P� .0 'b00 K 0 {� C y00 0 .0 ^01'1 y L 6 'r C C a O 6I > L L OJ Q,• py G �. N ®� c C uc .a c? y EC E ar o�ry es � acl °oU d . w a( 4 .CD Ej C 'a 9 yaayiu cL boo^uc �2E °°i'paOr^ers `� cb O 0-7 a 0-4 y"v'ysC ag o U° °c c^ai w .E C u tiCp E two E a o U E q�yr .C. R 0.O pm ctl �M q) W ue" •C y '6 are 'L o ^a E `,� o aaca' oc o C,- r.O yc`o u OhoG vdi" el �c a 0 v_ E ® m a v cEi a u a- a 0 � o m u ti e C IS as VU] .a0'• ;o F U R 8> -2 2 Gai E.V R yuO'��Ja �E'coQu La (� u>adr�E° m2iEau u Eo uY00.2IQ ®""iao u 7 as u i A ¢� o ~" � yr � $ °' � ❑ � .G" R a � 'O c°r Cu cO. R � y Uao O`n°��`c cu rD Q ai Ci fi1GmE uC aw scr�pa wu �aa as _ WU in rn U 80A-319 0 EXHIBIT I C11 0 IN to Q C C y g� C C b O en p�py dp arm � C y CyyL. 0 4 i7 G G ca bo wo •� ,� � 'C3 C �' N � w W �� � ur y Y •^ rY••i '� a LC• �° W i+ v fR N Y di •Y C.6W�p •.yW0� �^ P C > v eC y .Y, bD � p � y d O •r 'GS I g �t 'y w ar G 0 aD cc t C v yy � Y O y � toR a cq � crl V •� 0 0 a c c a3 a� c a m ,.9 cc 9.0 9 vn. o O vi c �EIs or' sm .� AS _? C9 .p •« C wg ;.a �. ens %,-z. ta p fi gCyy W 'a" t-gl RD O "47 .0 � .0 m C' OC Ot � rl M eA ti 80A-320 E" �+ o i L G e F 1W d C — v �A �Q y a L b C i E a o� gam 7 too r O Z! F j Z U N o c c y L a�.r G.y�kO�syr �i L+ •to a tV a U'yu`ak R c•y �'�v o� PC u o a ea" _N30votr. c'8 V] C C +'C.+ 'G V iai o 2 C y. 44 w=� EE cab ar .g N w � � � W C ar a 0 o 0 U^ wdgro ar r"�,. = S G @y U .2 �C O P!2 Q Qe-. �6•. � O a 'd. o ax L •- u O'g ;,'a —a ar Q�°r= IS c � y � a�cao 0 80A-321 EXHIBIT 1D m lz W l+A �h. 0 1; ev e4 ov a: j> tO "yC,i. A F 15 °go BOG one o o a. v• a U C w O O cr3 O O.. O 10 [n• {���A Y •VI �U, � Q• C y��« C h U y Q C 42 O C awe ° 'p c�° O ' �r ,��' f+ C,D a" 3' w b `{c# N •' •N N �ayy6 O 'n GP •? � � �.�py O ,p O U a C�yi ux p' 'cam . b�R C G ro M. iUi Oci �� •^ G U C4 C � 2 �,. ,lyg, E G C ON yy Q RS {{±± U 0 00 C m o' 0R V E "x qx O9 iW NHG A rA •8 C7 w � A •'j ti � C C. �-' �ro G O G � 3, aE 80A-322 EXHIBIT 1 D _ § i f # . (ƒ)!9 f PC 0 7°zw)a& �[ /<©= ) k#$>/\# _ *]©§]]){ 80A- 22 EXHIBIT 1 D Attachment 3 Santa Ana Workforce Development Board A1CC Comprehenshne infrastructure Budget, and Other System Cost Budget Taraltaate WBliatG Cost Category/li.r N.Cat +12% - Cast Detaik Cost Cost Total Monthly'RIw1[4Y ProPenY gem cast IMLMWY�, aeM , TOM Iy along i. equlpaiem: Rent _ Base RentUtilities FALL lannothil Maint and $4 59820 $481,87 $401,87 2rad0nal Costof Rent Managament Fee 1.76%of Rent Total Rent $42,605.20 Utilities/Maint Telephone5ervices Per Person Mnru ly coats or Olat Tone and Voice Mall Assigned $1.M.00 $42.50 542.50 shar dPhones by usage persealtase $212.50 $2.40 $2.40 Secur0y6vard $50.156.76 547.23 $47.23 Total Ualithar/Maintenance $$2.13 $0.00 $92.13 *Equipment New Phones stem Phones byassigned Phones $9,536.29 $3.77 $3.71 $hared Bask Phan s 687.06 $0.12' $0.12 Licenses assigned Phones $4,660A0 $1.0e $1.66 Licenses $557 0 $0.11 Switches .07 ;t.Ot $1.01 New Phone System Annual5uppon Cast 6. Total E ut roan $21 479.97 157.74 57.T4 "*Technology and Access Costs Network WiClass Bridge Network $14,000,23 $265 $2.65 Access. term Card a Card System $17,194.20 $3.24 $3.24 Data&Phonecablirt Cabling50,007.10 610.94 $10.94 information Tat nology Cost Per Month wireass Network Bridge Maintenance $7,425.00 $1.40 $1.40 •+*Printers. (Annual)ciiems R4aQa6e 0musey an $6523.20 $1.23 $1.23 e r stafronly $4.194.60 $0.79 $0.79 Total Technology and Acceu $107�514.41 $0.00 $20,2$ $0A0 $20.25 Infrastructure otal $136,$4$.38 pLU51 '6yuepmeM (s rt S y¢nr nniorrtsrsnon expenxaa mrznrray. nympnrertr u caargeu ur aca�wr aw.poe ,..,,...s,..ur^�•�+ •�•r••••••,•••• S Basic phones are °hared phones arni charged hypeK<rtlaga •' TechaofograndA ors Cosfsnrsntf bas¢d attpercanraga 4ttdarnortnedenesS ymrs ••aCopfersare (easedequipment andam cfmrgedbypermntage. A"dosralcfuvgefn, age wIffhn cafcufaudandcharged 80A-324 EXHIBIT 1 D Attachment 3-1 Applicable Career Services Sharing Other One -Stop Delivery System Costs The budget must include "applicable career services" as well as any other shared costs agreed upon by the AJCC partners. While only co -located partners share infrastructure costs, all One -Stop partners must share in other system costs, including applicable career services. Required Consolidated System Budget for "Applicable Career Services" Summary of Career Services Applicable to Each AJCC Partner The MOU requires identification of the career services that are applicable to each partner program (Attachment 2). Accordingly, this budget includes each of the partner's costs for the service delivery of each applicable career service. Unlike infrastructure cost sharing, other system costs, including "Applicable Career Services" are not limited to the non -personnel costs and should include all costs related to the administration and delivery of those services. AJCC Applicable Career Services DOR Career Services: $589,069.89 • Eligibility Determination (1) • Outreach, Intake and. Orientation (2) • Initial Assessment (3) • Job Search, Placement Assistance, and Career Cou7(4) • Employment statistics -Labor Market Information (5) • Eligible Provider performance and program Cost Information (6) • Loa Performance Information (7) • Supportive Services' Information (8) • Unemployment Compensation(9) • Eligibility Assistance(IO) • Fallow -Up Services(I 1) • Comprehensive and Specialized Assessments(12) • Individual Employment Plan Development (13) • Group Counseling (14) • Individual Counseling and Career Planning (15) • Case Management (16) • Short -Term Prevocationat Services (17) 'Graining $2,356,279.58 • Occupational Skills Training (1) • On -the -Job Training (OJT) (2) • Workplace and cooperative education (3) • Training programs operated by the private sector (4) • Skills upgrading and retraining (5) • Entrepreneurial training (6) • Job -readiness training (7) • Adult Education and Literacy programs (8) • Customized training (9) 80A-325 EXHIBIT 1D -� K a 'r.' ;z A7 v2 3 w `L c 27,pypy f`iN N aNt N. Mq �y' f d Y (Nry rr U yE � A q .4 4 .i io U ` p IC CL ♦ yu C �. 0 ''o'. i FO �d 6 W � tl®- mi d � c w ? 80A-326 1 S-:C EXHIBIT 1 D A-2017"264 Attachment 5 OFFICE LEASE THIS OPPICE LEASE ("Lease") Is made and entered into by and between CF SANTANA, LLC, a Delaware limited liability company ("Lundlor(I") and the Tenontdesaribed In Item I of the Basic Lense Provisions as of the Efi'eedve Date. BASIC LEASE PROVISIONS I. 'Tenant THE CITY OF SANTA ANA, a charter city and municipal corporation. 2. Description of Prujocl; Building; Premises: 2.1, Project; As used herein, the "Projeet" menus that certain commercial office building project, with all common areas and appurtenant parking facilities, located at 801 West Civic Drive, Santa Ana, California, and containing the Building, and any other building improvements located on die parcel of real property on Mich die 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 Driver Santa Ana, California. 2.3 Rentable Aron of Building: 124,166remmblasquare feet ("RSF") 2.4 Premises: A portion of the second (2ne) Boor of the Building known as Suite 200, as depicted on Exhibit "A" attached hereto, 2.5 Rentable Area of Promises: 19,321RSP. 3. Term: 5.1 To rgat Delivery Date: April 1, 2018. 3.2 Commencement Date; The Delivery Date, 3.3 InBlnl Term: Approximately sixty (60) months, commencing on the Commenoement Date and ending on the test day of the calondm• month in which the date that Is sixty (60) naoodhs aRer the Commencement Data occurs. 3.4 Options to extent) 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. I" of Exhibit "'" attached hereto. ,1. Buse Rent: During the Initial Term, Base Rentshall be payable at the following roles: Mouths Monthly Base Rental Rate Base Rent ($/RSF/mo) ($/mu) 1-12 $2.2000 $42,506.20 13-24 $2,2660 $43,791.39 25-k 1 $2.3340 $45,094.83 37-48 $2.4040 $46.447.67 49.60 $2.4761 $47,841,10 5. Additional Rent: 5,1 Tenant's Percentage Share: 15.561"% 52 Base Year: 2018 6, Secority Deposit; None 7. Per•Inhled Use: Cenerul office use and other lawful incidental uses, consistent with !h rival clnes. High -Ilse commercial Wire project, R. Parking Number: The whole numher closest to the product or (a) the number of RSF cuntnincd in the premises slid (b) 0,004 (such that It is agreed (list the Parking Number with rospecl to the Initial Premises is eighty-two (82)). 9. Brokeiac Lee & Associates Really Group Neepurl Bench, Inc.,, represenliog'I'entail, and .tones Lang LoS;dlo Brokerage, representing Landlord, 10. Address l'or Payments: All payments payable to Landlord under this Lease slmll be sent to the following address or to such other ,C071YCirde Censer 1)r—CIry• afSnrun.4nn Lame •r 80A-327 II. Address for Notices: 11,1 To Tenant: address as Landlord may des igi ale, or by wire transfer. Irlivehec : I fby wire transfer; CP Smdnna LLC do Ocean West Management Serviecs 33351 Collection Center Drive Chicago, IL 60693.0333 Reference: City ofSaataAnalSulte200 Prior to the Commencement Oahe: City orSanta Ana Clerk of the Council 20 Civic Center Plaza, M.30 Santo Ana, CA 92702 Attn: [[ I A tier the Commencement Dale: Al die Premises: Attn: Deborah Sanchez Dank Name: Bank orAmer•icaN.A. Dank Address: 100 W. 33rd Street New York, NY 100 Account Name: CF Santana LLC Acctk: 4451112624 A130: 1110000 12 Reference: City of Santa Ana/Suite200 With a cony, to: City of Santa Ana Clerk of the Council 20 Civic Center Plaza, M•30 Santa Ana, CA 92702 AM: [r iJ With a copy to : City Attorney's Office — City of Santa Ana 20 Civic Center Plaza, M-29 Santa Ana, CA 92702 11.2 To Landlord: CF Santana LLC With a copy to; c/o OW Management services, Inc. 315 W. 9ih Street, Suite SOS Zuber Lawler & Dal Duce LLP Los Angeles, Qdifcrnia 90015 777 South Figueroa, 37"' Floor ---AU5; Ted aisahek----.-.-...._ _............ ....... _., __,—Los Xngoles, CA"90017"----' .-.._.. Attn: David D. Lambert, Esq. This Lease shall consist of die foregoing 'Basic Lease Provisions", consisting of Items 1 through i I above, the "Standard Lease Provisions", cansisting of Articles I through 17 which follow, and Exhibits "A" through M inclusive, all of which are incorporated herein by title reference. In the event of any conflict between any of the Basic Lease Provisions and any of the Standard Lease Provisions, doe Standard Lease Provisions shall control. Any initially capitalized terms used herein and not otherwise defined shall have the mcanings,set forth in the Standard Lease Provisions, 601 O'Clvie Center Dr-0tv ofSoura.a,m Learn 80A-328 EXHIBIT 1D STANDARD LEASE PROVISIONS ARTICLE I—DEFINIq'1ONS L I "Additional Rant" meats nil amounts other than Base Rent (lint are payable by Tenant to Landlord pursuant to this Lease, wheli er or not denominated as such. 1.2 "Altili ite" means, with respect to ally 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, Unity) or any other portion of the Building or Project. 1.4 "Approved Governmental Entities,, meal's all of the State and County agencies listed In Exhibit " "attached hereto. 1.3 'Base Rent" means rental amounts that are payable by Tenant to Landlord pursuant to SectlEtri 4.1.1 below, 1.6 "Building Systems" means the prhnary utility and mechanical systems, Including, without limitation, the primary, life safety, electrical, heating, ventilation and all- conditioning ("BVAC'q, plumbing or si lnklw• 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 lb) any; (i) supplementol or specialty electrical, mechanical, plumbing, heating, ventilation or air eondittanlng systems, fliumas or equipment; Ili) supplemental or specialty fire, life, safely or security, systems, fixture or equipment; (ail) any video, audio, communications or computer systems, fixtures or equipment (Including eablinii 1.7"Cos unit),"isdefied inSecdonl3.11, 1.8 "Casualty Dnmagc" 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 attnnteys' fees and legal costs. 1,10 "Cammnn Aruns" means the lobby, plus and sidewalk arias,ae❑essways, Parking Facilities, and die area on individual floors in ilia Building devoted to corridors, fire vestibules, elcvatols, foyers, lobbies, electric and telephone closets, rastrooms, mechanical rooms, janitor's closets, and other similar facilities for the benefit of all tenants and Invitees and shall also mean those areas of die Building devoted to mechanical and service rooms servicing the Building. commenceLs. II "Conpnrabta Buildings" means comparable Goss "A" office buildings in tine Market at die time the Extension Ten 1.12 "Control" or "Controlling" mesas possession of the direct or indirect power to director cause the direction of die management all([ policies ora Person, or ownershlp of any sort 1.13 "Damage Notice" is defined in Section 13J,1. 1.14 "Dernult Rate" means on annual rate of Interest equal to lesser of: (a) eighteen percent (13%) per annon or (b) the maximum curdaut amount allowed by Low. 1.15 "Delivery Condition" means (and the Premises shall be in Delivery Condition) upon Substwuiai Completion orthe Premises, 1.16 "Delivery Data" moans the dine an which Landianl tenders to Tenant delivery or possession of the Premises In die Delivery Condition; provided that if die date on which the Premises arc in Delivery Condition is delayed as result of any Tenant Delays, then for purposes or determining the Cununcncenicul Date, the Delivery Date shall be deemed to occur on due date that the Premises would have been in Delivery Condition had such Tenant Delays not occurred, as reasonably deteniibied by Landlord, below. 1.17 '"Effective Date" means the date upon which this Lease s executed by Landlord, as Indicated beneath Landlord's signature block 1.18 "Encumbrances" means liens, claims, stop notices and violation notices. 1.19 "Environmental Lil menus and includes all now and hereafter existing slaluteS, JAWS, nrdinall"3. codes, regulations, nilas, rulings, orders, decrees, directives, policies and mquirenients by any federal, state or local governmental authority regulat lag, relating to, or imposing liability m" standards of conduct concerning public health and safely or the environment. f.20 "Event of Deloull" is dein+rd in 'cedoa 15, 1 below, 1.21 "Executive Order 13224" means Executive Order 13224 signed on September 211, 2001 and entitled "Blocking Properly and Prohibiting Trunsuctions with Persons Who C'oulmlL'1'llin nlen to Commit, or Supporl'rerrarism", 1.22 "Expiration Date" morns. it any particular time, the date on Which the Tenn is schcJuleJ In expire. 101 W C'ivie Cellar Dr— City n%Snnm Amu Lame .I. 80A-329 EXHIBIT 1 D 1,23 "holder"In eons the holderof any Security I monorail, 1.24 "Expressly Restricted Use" means tiny use for: (a) offices of any division, agency or bureau of any foreign government or subdivision thereof, (b) offices of any health core professionals or for tine provision of any health care services, (a) any schools, (d) any retail or rostauront uses, (a) any residential use, (I) any commuufcatimis uses such as broadcasting radio and/ar television stations, (g) "executive suite" type uses where office suites are trnlntaimed for individual rental, or (h) any occupancy density greater than die average occupancy density for office tenarus orthe Project. 1.25 The "FMRR" of the Promises for a particular Extension Teri (as defined In 1 i ". ") or for a particular Loosed First Right Space (as defined in Schedule J-2' for the term of Tennnl's lease dieroof, shall be equal to the rent per square fact of Rentable Arco dint Landlord has agreed to accept, or If Landlord determines that there has not been a reasonable number of current comparable transactions In die Project, that landlords oftlie Comparable Buildings have agreed to accept, and sophisticated nonaflilisled tenants of the Project end/or Comparable Buildings have agreed to pay, in current erns -length, nomequily (i.e., not being offered equity in the building), transactions for comparable space (In leans or condition, floor locahimn, view and floor height) of a comparable size (in terms of square fact of Rentable Area), for a lens 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 die first day of the Extension Term (or the applicable Offered Space Scheduled Commencement Data (as defined in Schedule "J•2"I), which rent per square fool shall take into account and make adjustment for die existence, liming and amount of any increases in rent following term commencement in the comparison transactions, and shall at ali times take [tiro consideration and make odlustment for all other material differences in all harms, conditions or factors (applicable to die humiliation in question hereunder or applicable to one or more of the comparison transactions used to determine the FMRR) that a sophisticated lernint or sophisticated landlord would believe would have a material Impact on a "fair market rental" determination; provided, however, that: (a) the rant far oil comparison transactions shall be adjusted to reflect payment of operntng expenses and real estate taxes In the same manner 03 the same are payable hereunder (e.g„ If this is a modified, toll service gross lease, the rent for all comparison transnotoas 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 o f the transaction), (b) the presence, amount or absence of brokerage commissions In either Ilse subject transaction or the comparison transactions shall be disregarded, (a) any rant abatement or other free rant of any type provided hl comparison transactions for the period of the perrohnnncet of any tenant improvement work (i.e., any "constivMion period") shall be disregarded, and (d) if any tenant improvements or allowance provided for in comparable transactions shall be taken Into account, then the value of any existing improvements in the Premises (or the Leased First Right Space) shall also be accounted for In the calculation of the FMRR (provided that if in determining die FMRR for a subject transaction hereunder, it is determined that free rent or cash allowances (collectvely, "Concessions") should be gamed, Landlord may, at Landlord's sale option, elect all or any portion of ilia foilowing: (i) to grant some or all of the Concessions to Tarrant as free rent or as an improvement allowance, or (if) to adjust the monthly installments of die Base Rent payable for die Extension Temt or with respect to the Leased First flight Space, as the case may be, to be an effective rental rate which takes into consideration mad deducts from monthly rent tie amortized amount oftlie total dollar value of such Concessions, amortized on a stroight line basis over the Extension Term or the [aim of Tenant's lease of the Leased First Right Space, as applicable in which case die Concessions so anntu fized shall not be provided to Tenant). 1.26 "Force Majemve Events" means events described in Section 17.5 below. 1.27 "klandle", "Handled", or "}handling" means, with respect to Hazardous Materials, any installation, handling, generation, storage, frcauneot, use, disposal, discharge, release, manufacture, refinement, presence, migration, emission, abatement, removal, transportation, or any other activity ofeny type In connection with or involving such Hazardous Materials. ' 1.28 "Hazardous Materials" means: (a) any material or substance: (1) that Is defined or flint becomes defined as a :'hazardous substance", "hazardous waste," "infectious waste," "chemical mixture or substance," nr "air pollutant" under Environmental Laws; (11) dint contains petsolenn, crude oil or any fraction thereof; (fin) anal contains polychlorinated biphenyls Q'CB's); (iv) that constitutes asbestos or ssbestoa-containing material; (v) Chun is radioactive; or (vi) that IS InfaCtnlla; or (b) any odner material or substance displaying toxic, reactive, ignitable or corrosive characteristics, as all such terns are used in their broadest sense. 1.29 "Holdover Rental Bute" means an amount equal to one hundred tiny percent (i5o%) or rho granter of (a) Landlord's than published asking rental rate or (b) die Base Rent and Additional Rent payable by Tenant to Landlord during the lust month of the Tenn of this Lease. 1,30 "Initial Premises" means the premises described in Ire i ofthe Basic Lease Provisions, 1.31 "Initial Terri" means die period (which shall commence on the Commencement Date) that is deserf is d in train 3.3 of the Basic Lease Provisions; provided that if Ilse Commencement Date all atI occur on a day other than the first. duy of any calendar month, for purposes or calculating the dote on which line Initial Tarim is scheduled to expire (i.e., the Expiration Date fur the Initial Terri) slid the timing craft scheduled incieuses In Base Rent during the Initial Term (but not for any other purpose), the Commencement Date shall be deemed to be the flair day of the calendar month following ilia Commencement Date. 1.32 "lnatftttlonaf Owner Practfeea" means the practices of ilia ingjority of the institutional owners of institutional grade first-class Office projects in Orange C'uunty, Cslif'ornia. 1.33 "Incrust Rate" means an annual rate orliloaresl equal to the Reference Rate plus two percent (n.). 1.34 "Landlord Default" Is defined in Section 16.1 below. IX "Landlord Parties" mantis, collectively, Landlord, Occur West Capltni Partners, LLC, Fortress Investment Croup, LLC, mid the Property Manager, and each of their Affiliates and off of their respective partners, members, officers. mnnageis. chocters, trustees, employees, retirees, beneficiaries, emluvctors (including internal Investment controctors), agents. advisors. wortgagam snit ground lessors, agents, successors and assigns, .?Or a'CGdr Center Dr-Cip1 of SnaM Ann Lere•e -2. 80A-330 EXHIBIT 1D L36 "Landlord's Additional Insureds" mean, collectively, Landlord, Ocean West Capital Partners, LLC, pertness Investment Group, LLC, and the Properly Manager, and each of their respective agents, beneficiaries, partners, employees, and any }(older (defined below) of any Security Inslrumeut (defined below) designated by Landlord us additional Insureds. 137 "Landlord's Lease Uodertnldpgs" means Cecil and all of the represenlalions, warranties, covenants, undertakings, and agreements contained in the Lease Documents that is or are to be provided or perlbnned by Landlord. 1.38 "Lasys" means, collectively, all laws, ordinances, building codes, rules, regulations, orders and directives or any governmantol authority having Jurisdiction (including, without limitation, any cerll ficate of occupancy), 1.39 "Lease Documents" means this Lease togellar 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 '"Markat"mulasthe Santa Ana Civic Center submad<et, 1.42 "Money Laundering Act" means the Intematlonal Money Laundering Abatement and Financial Anti•Terrarism Act of 2001 or the regulations or orders promulgated thereunder, as the same any be amended from time to time, L43 "Notified Party" means each Holder of which Tenant has received notice, 1.44 "OFAC" means the Of ee OrForeign Asset Control of the Department of the Trensiry. 1.43 "Original Tenant" means the Person identified as the "Tempt" in Ittifil of the Basic Lease Information, 1.46 "Parking Pacwtia, means the Project's parking facilities from time to time serving the Building. 1.47 "Parking Fees" is defined in act an A below, 1,48 "Parking Passes" means, collectively, Unreserved Parking Passes and Reserved Parking Posses, 1.49 "Permitted Alterations" means only usual and customary maintenance and repairs of Leasehold Improvements If end to the extent that such maintenance mad repairs: (a) are of a type and extent which ore 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 suvcmre, dhe provision of services to other Project tenants, or any Building Systems. 1.50 "Person" means an individual, general or limited partnership, limited liability partnership or company, corporation, trust, estate, real estate investment trust association or any other entity. 1.51 'Premises" means the initial Premises as it may be expanded or reduced putsMmt to any provision of this Lease or upon the agreement of Landlord and Tenant. 1.52 "Premises Restoration" means tic Restoration of the Premises and the portions of the Common Areas that are required for access to the Premises. 1.33 "Property Ivlrmager` meuns OW Management Services, Inc., or ally other Person retained by Landlord to manage and operate the Building on a day to day basis. Tnnsfa•, 1.54 "Proposed Transfer S pace" means, with respect to any proposed Transfer, tlhe portion of the Premises subject to such proposed 1.55 "Itefe since Rate" menus the "prince rate" or "reference rate" announced from time to time by Bank of Amerlcn, N,T, & S.A. (or such reasonable comparable national banking institution as is selected by Landlord in the event Bank of America. N: r. & S.A. ceases to publish a prime rate or reference rate). 1.56 "Rent" is defined in Salton 4.4.1 below. 1.57 'Rent Delinquency" means slid shall occur upon ally failure of Landlord to receive any payment of Rent on or before the date that Is five (5) days ater the dote such payment of Rent is duc. 1.58 "Reserved Parking Passes" means parking privileges to be used tin• parking un a first cattle tr'sL served basis in "resctved parking areas" In the Parking Facilities, as designated by' Landlord, or at the election of Landlord, in reserved parking spaces loculed in the Porking Fo6litles, 1.59 -Restoration" isdefnedinSuctionI3.1A, 1,60 "Review dispenses" rang all review and processing Ices, and costs, as well us any reasonable proleesfonal, unormeys', accnantans', engineers' or other' eonsu lwnts' Fees incurred by Landlord relating to ally requcsI by Tenant for Load lord's consenL Including, but nut Bailed to, ally request I'or• oonsenl to it proposed Transfer, 8Ul n'CA•lr Cenlur Dr—Clq•tfSnnUi An, Leave .3. 80A-331 EXHIBIT 1D 1.61 "ILdes and Regulations" means the rules and regulations attached hereto as Exhibit "(which are hereby Incorpmvoted herein and mnde a part herwo and any reasonable end non-discriminatory amendments, modifications and/or Will Ileas thereto as may hereafter be adopted and published by written notice to ton an Is by Landlord for ilia safely, care, security, good order and/or elennih-ass or the Premises and/or the Project. 1.62 "SecnNtyDeposit" ilia ans a cash security deposit In[fie amount specifielIn Item 6ofthe Basic Lee seProvistons, 1.63 "Security Instrumants", means, callaclively: (a) ail present and future ground leases and master leases oral] or any part of the PiojeeL, Building or Premises; (b) present and future mortgages and deeds of trust encumbering all or any part of the Project, Building or Premises; (c) al past and ihture 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 Cempicton"(and "Substantially Complete") IsdotinedIndie Work Letter. 1.65 "Taldng" Is defined in Section 13.2 1.66 "Tatting Date" is deft in e f , 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 parson or entity to whom or to which all of Original Tenant's (or any other Tenant's) Interest in this Lease Is assigned (or ollieiwise transferred) in accordance with the provisions of Article 11. of this Lease. 1.69 "'Conant Delays" Is defined in the Work Letter. 1.70 "Tenant Improvements" means the initial Alterations (if any) to be constructed and/or installed in die Premises pursnani to the Work Letter (if any), 1.7I "Tenant Parties" means collectively, Tenant, its subtenants, assignees or other Transfereas, and their respective contractors, clients, offices, directors, employees, agents, and Invitees (each of which shall be a'Tennoa Party"). 1,72 'Ten Ra is Haze rduua Materials" means any Hazardous Materials that become present in, on, under or about the Project as o result of any not or dnniasion of Tenant or any other Tenant Party. 1.73 "Teitantis Personal Property" mains all of Tenant's (and the other Ten ant Parties') office furniture, business and personal trade rixtures, machinery and equipment, furniture and htminu s systems, movable partitions, teleconuaimications equipment, data cabling and other items of personal property; --- 1.74 "Term" meats and shall refer to ilia Initial Term as it may be extended pursuant to Schedule '9.1"of Exhibit "J". mtached hereto and/orpu scant to the written agreement of Lar ]lord and Tenant.. _ 1.75 "Transfer" means and Includes any of the following; (a) n sublease sll or any part of die Premises, (b) an assignment of the Lease, (a) any other agreement or urrangentenL• (i) that permits a third party (other than Tenant's employees and occasional guests) to occupy or use any portion of tie Premises or (it) 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, assigmneot, pledge, or hypothecation are Controlling interest in'renant. 1.76 "Transrcr Notice' means a written notice dint: (a) identifies a proposed Transferee by its name and address; (b) describes the applicable Proposed Transfer Space; (a) includes current financial stutamaw of the proposed Transferee certified by an officer, partner or owner thereof; (d) describes die nature ofsuch Transferee's business and proposed use of the Proposed Transfer Space; (a) the proposed ertective date or the proposed Transfer: and (f) all of the principal terms of the proposed Transfer. 1.77 "Transfer Profits" means, with respect to any particular month and tiny particular Transfer, an amount equal to: (a) all rant, additional rent o•other consideration payable by oron behalrof such Transferee during or with respect to such month in connection with the Tranaret minus (b) the sum oi: (i) the Base Rent and Additional Rent payable by Tenant tinder Sections 4,2 and 44 3 orthis Lease during or with respect to the some month and (h) all out orpockol costs reasonably incun•ed by Tenant hi connection with such Transfer (such as brokerage commissions and/or improvement allowances), unhortized on a straight line basis over the teeth ofsuch Transfer. 1,78 'Transferee" moans any Person to whom a Trunsfer is made. 1,79 "llnrusarvcd Parking Passes" means parking privileges to be used for parking on a lirst come tirsl served basis in the aeas of the Parking rociddes designated by Landlord] therefor. I,80 1111ark Letter' means ilia Tenant Work Letter (irony) nttached hereto as Exhibit "C". 'terms in initial cap ihds tint are not defined in A rdele I shell have Lie meanings given to them elsewhere in this Lease. Alel'ICLC 2— LEASE OF PRCMISM COMMON ARCAS: PARIiiNG: SIGNS 2.1 L Ong of Prendgca: rl caws On icl Cniovmcut. &)I II%C1rlc Carter Dr- 0/3, of5'mrm drm Cevne d• 80A-332 EXHIBIT 1D 2.1.1 Landlord hereby leases Ilia Premises to Tenant, and Tenant hereby leases the Premises from Landlord, upon all of ale terms, covenants and conditions contained in this Lease, Tenant acknowledges that Landlord has not made oily representation or warranty with respect to the condition of tine Premises, the Building or lie Project with respect to the sultabllity or fitness or any of the some ibr Ilia conduct of Tenant's Permitted Use, Its business or for toy other purpose. Landlord does not represent and Tenant does not rely upon oily specilc type or number of tenants occupying any space In We Building andlor the Project during the Term orthis Lease. Acceptance of possession cribs Premises by Tenant shall be conclusive evidence as against Tenant Hint the Premises are then in Winntable and good condition, 2.1.2 Landlord and Tenant hereby agree that Ilia number of RSF (also referred to as the "Fain alth Area") contained: (a) within the Building Is as set forth In Item 2,3 orthe Basic Least Provisions and (b) within the Premises is as act forth in Rant 2.5 orthe Basic Lease Provisions, 2.13 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 perday, 2.1.4 Subject to all of the torts and conditions contained In this Lease and provided that Tenant performs all or its obligations hereunder, Tenant shall have and peaceably enjoy the Premises during the Term of this Lease from and against all Persons holding an Interest in the Project from and through Landlord, 2,2 Nn Relocation of Premise • RI ht or, Firsf Dffen 2.2.1 No Relocation, Landlord shall have no right to relocate any portion of the Premises located on the second (2"u) floor Attila 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 orally such apace, 2.2.2 Right ar Rirst Often, 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 Sahedula "1-2" of •.•hiblt" " attached hereto, 2.3 Common Areas; Parking, 2.3,1 Gammon Areas, In connection with its lease or the Premises, Tenant shall have tht non-exclusive right to use fire m Comon Areas together with other Persons, The Common Areas shall be subject to pre exclusive management and control or Landlord, and Tenant shall comply with all Rules and Regulations pertaining to use of the Common Arens. Landlord shall have the right from time to time to designate, rolocate and limit the use of particular areas or portions of the Common Arens. Landliwd shall also have the right to close all or any portion of the Common Areas as may, in the sole diserellon of Landlord, be necessary to prevent a dedication thereof or the accrual of any rights in any Person. 2.3.2 Rental and Use 01713111ng Posses• Visitor Psrkhig. (A) Commencing on the Conimeneemant Dole and continuing through die Terin, Tenantsteall rent fan, Landlord and Landlord shall provide a mother of Unreserved Parking Nestle equal to the Parking Number specified in Item 8 of tine Basic Lena Provisions. Parking Fees shall be payable with respect to Perking Passes rented by Tenant At the rates provided in She ypn d I 1 below (which shall be subject to abatement in accordance with Section 4 3 2 below), Ilia Parking Passes arc whit respect to, subject to the provisions of this Lease, toe of the Parking Facilities. Ilia Parking Posses provided to Tenant pursuant to this Secti ng 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 orhmaferee without Landlord's prior oppreval. (b) The speci})c locations within the Parking Facilities lu which die Unreserved Pricing Passes may be used shall be specified by and may, from time to thee, 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 and enforce a parking mnnagemcnt program, with respect to tie Parking Facilities generally, witii respect to use of one or more types or Parking Passes In particulap and/or with respect to the use of the Parking Posses rented by one or more specific tenant or tenants (including Tenant), with parking management plan may include, without limitation, oily or more orthe following measure or features: oversell ofpa•king Passes; expansion orthe Parking Facilities to include additional parking lots or structures within a reasonable distance from the Building; reservation orspecipe portions orthe Parking Facilities for parking by one or more specific Building tarants (including Tenant) and/or for one or mare Building tenants' business visitors; Implementation of valet or assisted parking programs or measures; creation and allocation of tandem parking spaces to speclric Building tenants; designation of visitor parking rates: and Allocation orvalldadall privileges to one or more Building tenants. It is specifically understood and agreed (hot it landlord implements one or more such measures or features thut are: (i) generally applicable to the Parking Fuotites, the costs Incurred to Implement, administer rid enforce such measures shall be included in Operating Costs or (ii) that ore specific to Tenant, ilia costs incurred to Implement, administer and enforce such measures shall be reiniblosed by Tenant. (c) Visitor Parking, (i) Tenant's business visitors any park in the Parking Fneilites, or in the applicable portions thereof designated by Lnin load, on a fast come, first served basis, upon payment orthe prevailing fee I'or forking charged to visitors to the Project. Tenant Shall have the right to paoainse fiuin Landlord, at Landlord's then prevailing nrtc, Project Porkrag Vnlidnlinns (defined below), to be used only by Tenant's Business Customers (defined below) far parking In the Parking Facilities without charge. "Project Poking Validations" means Validations. in such form as Landlord, in Its sole but good faith discretion, shall offer thin' time in time, pannittng persons using such validations to Pork in the Poking Facilities for specified periods of fume without charge (i.c., 0 30-minute validation lrould pennh parking without charge In the Parking Facilities for if perkud up to 30 minutes), "Tenant's Business Cusimnc,s" means Persons that visit the Premises for the specific purpose of conducting hAShheaa al Ilia Promises (mid fbr the Avoidance ortloubt, shall not include ally employees ol"rennnt ur oily or its'rrinsrorecs who have oboes (on un exclusive orshocd bnsiA) ill the premises). Rill 4VCDve k'anl"r Ar—CiryafSnrrin.ilbr Lercra •5- 80A-333 EXHIBIT 1D (11) Notwithstanding The foregoing, each calendar month during the Term, Landlord shall provide to Tenant, without charge: (A) u number of Short Term Project Parking Validations (earned below) equal to the product of twenty (20) and the number of days in such calendar month (during the Term) and (B) a number or Lung Term Project Parking Validations (defined below) equal to the product of sixty (60) mad the number of days in such calendar month (during the'rarm), in each ease to be used only by Tenant's Bus in ass Customers for parking in the Parking Facilities without charge; provided that Landlord shall have the right to reasanubly 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 or die Ill led (3'a) full cnlendar month of the Initial'rerm, and lhereatar, upon expiration or each subsequent three (3) calendar monk period; provided further that: '(x) Landlord shall not, at any time during the Term, be required under this Section 212(c)(11) to provide a number or Project ranking Validations in any calendur month in excess of a oumberequnl to the product of eighty (90) and ilia number of days In such calendar men ill (during the Tenn) slid (y) any Project Porking'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: (I) become null slid void (and be returned to Landlord) or (2) be credited against Landlord's obligations to provide Prated Parking Validations under this Section 2 3.2(c)(11) for subsequent calendar months, No Project parking Validations provided by Landlord to Tenant under this Section 2.3 2(c)(li) shall he used to accommodate parking, without charge, by any particular Tenant's Business Customer(a), for a period in excess of Three (3) hours on any day without Landlord's prior approval (and Tenant sliall not provide any particular Tenant's Business Customer more than one Project Parking Validation on any particular day). "Short Term Project Pmtdng Validations" means Project Parking Validations permitting Persons using such Project Parking Validations to perk in the Parking Facilities for up to thirty (30) minutes without charge. "Lang Term Project Parking Validations" means Project Parking Validations permitting Persons using such Project Parking Validations to park in the Parking Facilides for up to three (3) hours without charge. 2.4 Sere, 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 oil the roof, exterior area or Common Areas of the Building or the Project or in any area orthe Building, Premises or Project which Is visible from the exterior of the Building or outside of the Promises or (b) place or Install (or allow or permit to be placed or Installed by any Tenant Party) in or about any portion or the Premises any window covering (even if beh Ind Building standard window coverings) or any other material visible from outside of the Premises or @on the exterior of ilia Building. Tenant shall no(, without die prior written consent of Landlord, use tie 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 Lem slid such Building slgnage criteria as Landlord shall apply from time to time, and subject to receipt of Landlord's prior written consent: (a) it) die case where Tenant ocoupies an entire Floor In the Building, Tenant may piucc in any pardon of such floor which Is not visible from the exterior orthe 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 artful mule -tenant condor on such floor as is called for by Landlord's sfgnngo program (as tie same may exist from time to time) identification signage of the type prescribed by Landlord's signage ptngram identifying Tenant; (a) Landlord shall provide oustomnry signage in the Building directory (if ally) in the ground floor lobby of the Building (Landlord shall beer Ilia initial cost of such directory signage and fine cost of updated any such directory signage no more than one in any month); and (d) Tetmnt may place in any portion of the inside of die Premises not visible Aram the exterior of the Building or floor 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 he treated as Tenant's personal property under the previsions of Seetton 10.5 with respect to Tenant's obligation at the expiration urea•ly wigninntien of this Lease. 2.4.3 Eyebrow Sinn, In connection with Tenant's lease of the Premises, subject to all of the tern.%and conditions of Z3lfjlyjl al attached hereto, during the Tern, Tenant shall have tine right to install slid display at the Project the Eyebrow Sign (defined in Exhibit'W attached hereto) in the location described in Exhibit "K" attached Thereto. ARTICLE 3— DELIVERY; COMhI ENCEM ENT: TERhh SURRENDER: HOLDING OVER 3.1 Delivern, Landlord shall endeavor to tender to Tennnl delivery of possession of the Premises in the Delivery Condition prior to the Target Delivery Dote; provided, that if the Delivery Date does not occur on or before the Target Delivery Dote, this Lease shall not be void at - voidable, the Term of tits 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 die Premises In the Delivery Condition as soon as reasonably possibly alter the Target Delivery Data, 3.2 ggmnhencementt Terns, 3.2.1 The Terns shall commence on the Commencement Date as defined in Item 3.2 orthe Basic Lease Provisions, and shall continue through the period specified in hem 3.3 of the Basle Lease Provisions unless tennhnated earlier hi acwrdanco with die provisions hereaf or extended pursuant to die written agreement of Landlord and 'Tenant or as provided in ' t 2 below, provided, however, Ill it if the Commencement Data shall occur rah a day other than tie first day omit), calendar manth, for purposes or calculating die Expiration Date Dart the tinting of all scheduled Inaeuses in Base Rent during Ilia Initial Term (but nut liar any other purpose.), the Commencement Data shall be deunmd to be ilia first dny orthe calendar manth following the Cununenccmeat Date. At any time during the Lease Tenn, Landlord may deliver to Tentau it notice In he rural is set in Exl'i ,.3" attached hereto, which Tennnl shall execute And return to Landlord within rive (5) business days ofheceipt thereof. 3.2.2 Rxteh(%jnn Oration. 'tenon shall have two (2) options to extend die Term, each I'm, an Ubmsioa Tenn (dcrind below) of sissy (60l nwuths (five (5) years) subject to and in accordance with the terms and conditions of Schcdmle" W"of Exhibit 'T, attached heretu• 3.3 Surrendefl llnitllne ovar, 3.3.1 Except as provided in this Section 3.3 and In Section 7.1 below, upon expiration or earlier termination of this Lease. Tenant shall vacate and surrender the Premises to Landlord in the sume condition as when received ut the inception urdiis lxnse and as thereafter k01 60vie Cover Dr —CIO, uffSantuAun Leave fi1 80A-334 EXHIBIT I Improved by Tenon(, subject to ordhiary %year and tear, For the avoIden as of doubt, it is understood and agreed that, prior to the do to upon which the Premises Is surrendered by Tenant under this Section 3,11 Tenant shall be rcquired to remove from the Premises all of the Tenant's Personal Property End 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 11'Tenant rails to remove any of the Tem it's Personal Property From the Premises (or tiny portion thereof) prior to the expiration or ony earlier termination arthe 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 thereaftee (1) store the same at Tenant's expense, (11) appropriate the same for itself, and/or (Ili) sell or otherwise dispose of the some in its sole discretion, with no liability, to Tenant, In which case, Tenant shall reimburse Landlord for all casts Incanted by Landlord hi contraction 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 %loin the Premises (or any portion thereof) ail Leasehold Improvements designated for removal by Landlord in accordance with Section IM below and/or to repair all damage caused by its removed orally 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 applleabde portion orth s Premises), Landlord shall have the right to remove the same from the Premises (or the applicable Portion thereon) 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 (f0°IA) administration fee thereon, upon demand. This Section3.3.2shollsurvivetheexpirationoranyearlierterminationoftheTurnoffhfsLease. 3.3.3 If Tenant fails to Surrender the Premises (or any portion thoreot) In accordance with this Lease (Including, without Iimitatien, Seetan 3.3.1 above), or otherwise holds possession of the Premises (or any portion thereof) after the expiration or termination of the Term, Tenant shall become a tenant at sufferance upon all of the terms contained herein, Except as to term and Base Rent. During such holdover period, Tenant shall pay to Landlord a monthly Base Rent In an amount equal to die Holdover Rental Rate. The monthly Base Rent payable for such holdoverperiod shall in no event be construed as a penalty or as liquidated damages for such retention orpossession. 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 at an extension of the Term, or any waiver of any of Landlord's rights or remedies with respect to such holdover. Tenant shall indemnify, defend and hold Landlord harmless from and against any and all Claims (including, without limitation, for lost profits end other consequenlint damages, attorneys' fees, consultants' fees and court costs) incurred or suffered by or asserted against Landlord by reason of Tenant's reduce to surrender the Premises in accordance with die provisions of this Lease on the expiration or earlier termination of Ibis Lease. ARTICLE 4—RENT AND OTHER CHARGES 4.1 Base Rent. Tenant agrees to pay during die Initial Tenn of (his Lease as Base Rent for the Premises, the sums shown for the periods shown in JIMI 4 of the Basic Lease Provisions. Except as expressly provided otherwise herein, Base Rent Shall be payable in equal consecutive monthly Inatnllmeiltt, in advance, connmenoing on the Commencement Date and continuing on the tenth (10) day of each calendar month thereafter; provided diet die first full monthly Instalini of Base Rcnt, described In lied" of the Basic Leone Provisions, shall be.payable upon Tenant's execution or (his Lease. Landlord will cooperate with Tenant to accommodate payment of Rent (or certain types of Rent) via AC61 payments. 4.2 Tenant's Percentage Mare. Subject to the provisions of this Lease and in accordance with Exhibit "E", started hereto, in addition 10 paying Ease Rent, with respect to each Expense Year (defined in Exhibit "17 Tenant shall also poyr (a) Tenant's Percentage Share (defined In Emil ihit "E") a Excess operating Expenses (defined in Exhibit " ' and (b) Tenant's Percentage Share of Excess Property Taxes (def led in Exhibit "E"). 413 j'arldlia pees, 4.3.1 Subject to Section 4.3.2 below, on de first day of each calendar month during the Term, Tenant shall pay to Landlord (or at die request of Landlord. to IMMellerd's designated parking operator) Landlord's (lien prevailing charge (die "Parking feet") for all Purldrig Posses ranted by Tenunt for such calendar month. Such Parking pees shall be In addition to all taxes, assessments or other Impositions imposed by ally governmental entity in connection with Tenant's use or 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 (a• at the request of Landlord. to Landlord's designated parking operator) by Tenant concurrently with the payment of (he Parking pees described above. 4.3,2 The Parking Fees payable with respect to the first eightyrour (84) Perking Passes rented by Tenant during the Initial Term (and the chnrgas for Ell Shall Term Project Parking Validations and Long Term Project Parking Validations provided by Landlord to Tenant (pins iam to Section 2 3(c)fli) above) during die Initial Term) are Included in the Base Rent payable by Temuu with respect to the Prentses during the Initial Tenn. '1.3.3 The Perking Pees payable with respect to all Parking Passes rented by Tenant during on Extension Term (and the chm•ges 1•01, all Short Term Project Parking Validations and long Term Project Parking Validations provided by Landlord to'fenant (pursuant to Section 2.3(c)(1h above) during an Extension Term) shall be determined In connection with the FMRR land Extension Term Base Rent) per dte Premises for such Extension Tenn. End slml I he added to (anl included hi) the Extension Term Base Rent. 4A Payment ofident. 4AA Gencl-lilly, Buse Rent, till forms of Additional Rent paynblc hereunder by 'Fallen( End all other mnounts, fees, payments or charges payable hucunder by Tenant shad each; (a) emisiluae rent payable hereunder (sometimes cal lectively be referred to herein as (h) be payable to Landlord when due without ally prier notice ol• dcmund Ilierel'or in lawful money of lime Unlled $(ales end, except ns ony be expressly provided to the contrary in this reuse, without any nbutement, ousel at- deduction whmsoaver. End (c) be payable nr Landlord tit the address ol'Undlord doscribed in lailli 10 orthc Basle Lease Provisions or to such other Person or place or Landlord may Ihoun third to link designate N01 FCielr Cotteebr- C1pvr f Srnuu Amu Lensn .7. 80A-335 EXHIBIT 1D In writing to Tenant. Any amount of Real dial is payab[a on a monthly basis and that is payable respect to a partial month, sholI he prorated based on the number of days In such month. No payment by Tenant or receipt or acoaplance by Landlord of a lesser amount than the correct Rent due hereunder shall be deemed to be other than a payment on account of die earliest installment of Rent then due; mar shall any endorsement or statement Oil any check at, any letter accompanying any check or payment as Rant be daunted to effect or evidence an accord and in tisPnclion; 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 PAYMrNTS, TENANT ACKNDWI EDGES 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°°/a) OF THE OVERDUE AMOUNT TO COVER SUCH ADDITIONAL ADMINISTRATIVE COSTS, AND (B) INTEREST ON ALL DELINQUENT AMOUNTS AT THE DEFAULT RATE, FROM THE DATE DUE UNTIL THE DATE PAID, ARTICLE 5—TENANT'S TAXES Tenant shall reimburse Landlord upon demand for any mid all taxes, impositions or similar fees or charges payable by or Imposed or assessed upon Landlord upon or with respect to: (a) any Tenant's Personal Property located in or about the Premises; (b) any Leasehold Improvements made in or to the Premises by or for Tenant (without regard to ownership ofsuch (mprovenhents) if and to the extent the original cost, replacement cost or value thercor exceeds the cost orLsndlord'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 Oily governmental authority; (d) the possession, leasing, operation, management, maintenance, alteration, repair, use or occupancy of any portion of the Premises; or(a) this transaction or any document to which Tenant is a party creating or lrahsfeh•ing an Interest or an estate in the Premises. ARTICLE 6—IINTENTIONALLV t)MITTEDI ARTICLE 7. USE OP PREMISES 7.1 Tenant's Perndtlgd Use, Tenant shall use the Premises only for Tanant's Permitted Use set forth In Ttem 7 ot'the Basic Lease Previsions and shall not use or perndt dia Premises to be used for any other purpose• Tenant shall, at Its sole cost and expense, obtain and maintain in full rorce and effect all governmental licenses, approvals and permits required for Tenant's Permitted Use. To no case shall Tenant use or suffer or pennil the use ofany portion of the Premises for any Expressly Restricted Use. 7.2 Compliance With Laws and Dtbm, Reuuirements, 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 requircd by any governmental authority and/or if and to the extent that any failure of any portion of the Common Areas or dhc Base Building to comply with any applicable Laws would; (a) prohlblt Tenant from entering into a sublease to any Approved County Entity of Approved State Entity (as such terns are defined below) in accordance will Sectlor I LL2 below; (b) unreasonably and materially a@'act tha safety of Tenant's employees or the operation of Tenant's business; or (a) 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: (n) all Laws, now or In the future applicable to the Premises and 7enanFs use thcrcor(fneinding, without Iimitation, any Low requiring any faun of Improvement or alteration Lo the Building), (b) the Rules and Regulations, and (c) all covenants, conditions and restrictions applicable to the Project, In addition, If any modifications or allcrntlons to any portion of the Common Arens or the Base Building (defined below) Oro required under any applicable Laws is a result or Tenant's use of the Premises or any of Tenants Leasehold Improvements, then at the election orLap olord; (1) Tenant shell be responsible for performing such modlrealons or alterations, at its expense a (k) Tenant shell, within ten (ID) days following Land tord's demand there fur together with reasonable supporting docurnmiston, reimburse Landlord for all of its costs and axpensea Incurred in connection with Ln itdIord'a pertbnnince or such modifications or niteralions. 7.2.3 To no shall not use the Premises, or panit the Premises to but used, In any manner, or do a auMr any not in or about the Promises which: (A) violates or conflicts with any applicable Low, any of due Rules and Regulations or any covenants, conditions and restrictions applicabb lathe Project; (B) causes or is reasonably likely to cause damage to die Project, the Premises or the Building Systems; (C) violates a requirement nr condition of any policy or Insurance covering the Project and/or the Promises, or increases the cost of such policy; (DI constitutes or Is reasonably likely to constitute a nuisance, annoyance or inconvenience to other tenants or occapants of the Project or Its equipment, liicflitics or systems or (L) Interferes with, or is reasonably Iikuly to Interfere will, the transmission or reception of microwave, tclovhdon, radio, telephone, or other cunununI asLiu n signals by oil tenon no or other Facilities located in die Project. Without. limiting the generality nr the foregoing, should tiny federal, sate or local governmental agency having ,jurisdiction with respect to the establishmont, regulation or onf'orcomenl or occupational, health or sorcty standards fur employers, employees or (clients impose on Landlord ui on Tenant at any than now or in the futmu tiny requirement or Law relating In any incliner to the Premises or occupancy thereof, Tenant shall, a its sole oust and expense, comply promptly (or tit Landlord's election, bear the cost ofsuch compliance as ellovied by Landlord) with such requirement or Law. Tonan shall indemnify, defend and hold haudess Landlord from and against any and all Claims arising out of or retains to pity failure of)'enunl to perform any of its obligations under this Section 7• • Landlord shall not enforce the Rules and Regulations In o discriminatory manner; provided that Landlord shall not be liable to 881 fi'Chdr Center Or —Clip afSawa Ann Lenin •a. 80A-336 EXHIBIT 1D Tenant for any violation of any of the Rules and Regulations (or any Applicable Laws or covenants, conditions end restrictions applicable to the Project) by any other tenant or occupant of Ilia Project. 7.3 I-Inxnrdnns 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'renant or any other Tenant Parties, Notwithstanding the foregoing, normal quantities of those Hazardous Materials cuslontarliy used in the conduct of general administrative and executive office activities (e.g„ copier fluids and cleaning supplies) may he used and stored at ilia Pmullses in compliance will, 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, nonvithstandhng Any less stringent standards or remediation allowable under applicable Environmental Laws and (b) shall Indemnify, defend and hold harmless Landlord fi•om and against any and all Claims wising out or 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 tiny Portion of the Project and/or the presence of any Tenant's Hazardous Materials in, on, under or about die Project, ARTICI R S • VTILITI,5„r,) j1ND SERVICES 9.1 Dulldine Sot -vices. Provided that no Event or Default exists, subject to the terns, conditions and standards set fork in this Lease, Landlord shall furnish or cause to be fiimished, as part of Operating Expenses to lie Premises, the utilities and services described in Exhibit "F" attached hereto. 8.2 Interruntion 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 'V 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 net 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 Ohli-Inlimr s. Landlord shall endeavor to keep the Common Areas of tiro 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 reoelpt of notice or the need therefor Pom Tenant, to the exterior walls, exterior doors and windows of the Building, and to public corridors gild alter public areas of Ole 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 weer and Leer excepted. Except as provided in Section 13,1 there shall be no abatement of Rent, nor shall there be Any liability of Landlord raising from the making o; or failure to make, any maintenance or repairs, alterations or improvements in or to any portion of the Building or Project. Tenant waives lie light to make repairs at Landlord's expense under Sections 1941 and 1942 or the California Civil Code, end under all other similar laws, statutes or ordinances now or hereafter in effect, and waives and releases the right to terminate flis Lease under Section 1932(1) of the Colifamin Civil Code and under all other similar laws, stanttes or ordinances now or hereafter In effect. 9.2 Tenant's Obligations, During Ilse Term ordds Lease, Tenant shall, at its sale cost and expense, maintain the Premises to good order and repair and in a safe, claim and neat conditions. Tenant shalt make oil repairs to the Promises not required to be made by Landlord under Seetlon 9.1 above (including, without limitation, repair or replacement, as applicable, of all damaged and broken lixlm•es and Appurtenances) with replacements orally materials to be node by use of materials of equal or better quality, Purrhep Tenant shall be responsible for, and upon demand by Landlord shall promptly reimburse Landlord for, any damage to any portion orthc Projector ilia Premises caused by: (a) activitles orTenant or any Tennnt Party in or at Ilia Premises or Any other portion or die project; (b) the performance or existence of any Alterations made by or for Tenant or any Tenant Party in or to the Premises; (a) tine installation, use, operation or movement of Tenant's Personal Property in or about the Building or the Prennisc% (d) the design, installation or operation or any Alterations that are not consistent with Building Standards (as defined in the Work Letter); or (a) any get or emission by Tenant or any Tenant Party or any other person permitted in or invited to ilia Premises or the Project by Tenant or any Tenant Party. 611TICLE 10 • ALTERATIQ,INS 10.1 Landlord's 1tVark. 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 litre no obligation to alter, mntodet, improve, renovate, repair or decorate the Promises, the Building, or the Project or any portion therecr, Tenant further Acknowledges and agrees that no representations respecting the condition of the Promises, the Building or the Project have been made by Landlord to Tenant a�cept as specif unity set forth in this Lease. 10.2 Landlord's Cunsen(� Co nlitinnc, Except fir Permitted Alterations, Tenant shall not make any Alterations (or allow or permit Any Alterations to be made) without first obtaining Ilia prior written consent of Landlord, which consent shall be requested in writing not less than 1)Iles) ( IS) business days prior to the scheduled and actual conunencement of any work therein. All such Alterations: (a) shall comply with all applicable Laws, (b) shall he compudble (us determined in good faith by Landlord) with ilia Building slid all Building Systems; (c) shall not intniTerc with the use and ll=upuncy orony other portion of rho Building or the Prnlect by any other tenants or their invitees; (d) shall not be visible from the exterior of the Building or from any Common Areas: and (a) shall not anecl die imegrity or the structural pardons or 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 m desirable (including, without limi(ation, u requirement for Tenant to ubtain (or require Its comracior to obtain) n completion and lien indemnity build prior to canunaneement of tiny Ahamtions). Within ton (10) days of written demand therefor, Tenant shall; (i) reimburse all costs and expenses incurred by Landlord because of Tenarl s Alterations And (11) shall pay Landlord's supervision fee in nn umounl equal to ten percent (10%) or lie cost of the Migrations in question (provided that an supervision fee shall be puyubhe with respect to Permitted Alterations). Tenant mid Tznunl's contractors shall comply With such eonst uc0orl rules and regulations and building swndords as L.andlmd any promulgate rrom lime to Sill I4'014e Cenler Ve— Cltr nf.Smua Ann Leave -9. 80A-337 EXHIBIT 1D time. All dire at and indirect costs re Intin g 10 ally modifications, alteralons at Improvements or the Project at- the Building, whet at, outside or lnslda of the Premises, required by any governments? agency or by Law as a condition m• as the result of any Alteration requested or effected by Tenant shall be borne by Tenant, and in connection therewith, Landlord may elect to perform such modifications, aRelulions or Improvements (al Tenant's sole cost and expense) or require such performance directly by Tenant, 10.3 ierformance of Alterations Work, All walk relating to all Alterations (otter than the inklid Tenant Improvements, which will be perforated by Landlord In accordance with the Work Letter) shall he performed by Tenant at Tenant's sole cost and expense and shall be prosecuted to completion in a diligent, first class manner (and se ns not to Interfere with any otter tenants or occupants of the Project), and in compliance with ally plans and specifootions 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 cm 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 die making of any Alleviations, and Tenant small not modify or after any improvements or components of the Building or the Project oulelde ortlta Promises. Upon completion of any Alterations (other than Ponnitted Alterations), Tenant shall deliverto the Building management office, within thirty (30) days following completion of the Alterations, a reproducible copy orlhe "as built" drawings of Ilse Alterations together with a CAT) 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 Promises. Tenant shall keep Landlord, the Premises, the Project and Tenant's leasehold Interest free Ibom all Encumbrances, Including, without limitation, any of the same relating to the Alterations or any other work performed for, materials famished to at- 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 notices Tenant in writing that any such lien, stop notice, claim or encumbrance has been riled, Tenant shall give Landlord not less than five (5) business days' prior written notice before commencing any Alterations fit or nbout die Premises to permit Landlord to post apprapriatenoticesofnmrresponslbility. 10.5 Removal and Rastarntinn, All Alterations (and the Tenant improvements) shall become a pan of the Premises and shall become die 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 oily Leasehold Improvements dint existed lit the Building as of the Effective bate), in which event, prior to the date of expiration or tannina6on of this Lease, Tenant shall remove the Leasehold Improvements designated by Lnndlord to be so removed, and shall restore, patch and repair any resulting damage to ilia 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 Pliny), and upon the expiration or earlier termination of this Lease, Toman shall, et Its sole expense, remove all such items and repair any damage to the Premises or the Project caused by such removal. If Tenant fails to remove any such items or repair such damage promptly after the expiration or earlier termination of this lease, Tenant (or the applicable Tenant Party) shall be deemed to hnve abandoned the smile, In which case Landlord may store the same at Tenant's expense (and Tenant shall pay Landlord the cost thereof upon door rind), or opproprinte the some for itself, and/or sell the same in its discretion, with no liability to Tenant (or ilia applicable Tenant Party). ARTICLE 11-TRA[d[5MS 11.1 Resn•ictlo l Permitted Subleases ILIA Restriction. Except as provided in Sectlon. 11.1.2 below, Tenant shall not, either involuntarily or voluntarily or by operation of law or otherwise, make or permit any Transfer without the prior written consent of Landlord in accordance with Section 11A below. Any Traveler In'vieintiou of the provisions of this Article I I shall be null slid void. Notwithstanding anything contained in this Article 1 I to the contrary, Tenant expressly covenants and agrees not to enter Into any lease, sublease, license, concession or other agreement for use, occuponcy, or utilization of the Premises which provides for rental or other payment for such use, ooarpancy nr utilization based In whole at' In pan on the net income or profits derived by any person from the property leased, used, occupied or utilized, and that any such purported lease, sublease, license, concession or other agreement shall be absolutely void, 11.1.2 Permitted Subleases, Notwithstanding the foregoing, Tenant may, upon no less than ten (10) business days' prior. written notice, but without the need to obtain the consent of Landlord, sublease space within the Premises to any Approved Guvernmental Entities. Landlord shall cooperate with Tenant's efbrts to consummate any such subleases to oily such Approved Governmental Entitles, including, withatn limitation, In connection with any proposed Approved sublease to any Approved Gonromental Entity, by using commercially reasonable efforts to comply with the State Requirements specified in .x it " "attached hercla, Any sublease permitted without the consent of Landlord under file Section 1I.12 (a "Permitted Sublease") shall not be subject to any the requirements, restriction or limitations set forth )n edinn 2, Section 113, Section 11.4. Section 11.5, or Section 115 below 11.2 Notice to Landlord. If Tenant desires to make a Transfer (other than a Permitted Sublease), then T'ermnt shall submit to Landlord; (a) a Proposed Transfer Notice lit least twenty (20) business days (and not more than one hundred eighty (190) days) prior to the enective dine of the proposed Transfer, slid (b) four (4) originals of the proposed assignment or sublease or otter Transfer document oil a Pam approved by Landlord and fbur(4) originals of ilia Lli laN's Consent to Sublease or Assignment and Assumption of Lease and Consent executed by Tenant still the proposed Transferee, I Tenant road l lies tiny of the materinI terms and condI flons relevant to a proposed Transfr speclaed in the Transfer Notice, Tenant shall rosubruh such 'transfer Notice to Landlord for Its consent, Following delivery of n Transfer Notice, Tenant shall additionally Provide such other information or materials with respect to the proposed Transfer and/or Transferee ns Landlord may reasonably request. including. withatn limitation, credit reports, business plans, operating history, bank and character references, 11.3 L.nndlardIs Re tit nitu•e Rj-Ilia. At any lime within twenty (20) business days after Landlord's ieeetill of all of the infnrowtinn and documents described lit Section 11.2, landlord may, at its option, 111 its sole and abaolute discrattan. by written notice to Tenant elect fin: (a) in Ilse case of it proposed sublease, sublease the Premises m• lie pmdion thereof proposed to be sublet by Truant upon the same terms as ruse atrertd to the proposed sobtananq (b) in the case arc proposed assignment, take an oldie llem of Mils Lease upon the same terms as Chose offered to die 80111,0vre feareror-Ctry ofSeatu bra Leare •Io- 80A-338 EXHIBIT I proposed assignee; or (a) terminate this Lease hi Its entirety or as to the portion of the Premises subject to the proposed Transfer, with a prop ort aide Adjustment in the Ron payablehereunder ifihts Lease is terrains led as to less dtan all of lice Premises, For the avoidance of doubt, ill is Steal n I shall not apply to any Permitted Sublease. 11.4 Landlord's CAnsent' Shindm•fls. 11.4.1 If Lundlord does not exercise any of lie options described in Bandon 11.3 above, then within twenty (20) business days following its receipt orn Transfer Notice (and all oFthe older items described In 2clon 11.2 above), Landlord shall rally, Tenant whether It will grant or withhold its consent to the proposed Transfer in accordance with ecton IA below, LAndlord's consent to any proposed Transfer shall not be unreasonably withheld; provided, however, dial in addition to any other grounds available hereunder or under applicable LAW for proporly withholding consent to such proposed Transfer, Tenant acknowledges and agrees that it shall be reasonable for Landlord to withhold Its consent to nay proposed Transfer it (a) hi Landlord's good fell]) judgment: (1) the proposed Transferee does not have tie financial strength (taking into Account all orthe Transferee's alheractual or potential obligations and liabilities) to perform Its obligations with respect to the proposed Transfer (or otherwise does not satisfy Landlord's standards for financiat standing with respect to tenants under direct leases of comparable economic scope), (11) the proposed Transferee is or a character or reputation orengaged In a business which is not consistent will the quality of the Project no the business and operations of ilia proposed Transferee are not of comparable quallty to the business and operations being conducted by direct tenants of Landlord In the Project or (Ili) the use of the Premises, the Building o, the Project by the proposed Transferee would: (A) significantly increase pedestrian traffic in and out of the Building and/or die Project, (B) generate increased loler(ng in Common Areas, (C) increase security risk, or (D) require any alterations to tie 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; (a) the proposed Transferee intends to use any part of the Promises for a purpose not permitted under this Lease; (d) either the proposed Transt'cree, or any person which directly or indirectly controls, Is controlled by, or is under common control with die proposed Transferee (i) occupies space in die Project at- 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 (11) is a direct competitor of Landlord; (a) An Event of Default then exists; (1) 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 ilia proposed Transfer will allow the Transferee to exercise a right of renewal, right of expansion, right of flml offer, or other similar rights held by Tenant (or will Allow the Transferee to occupy space leased by Tenant pursuant to any such right); (1) the proposed Transfer would be on economic temps (based upon effective rental rates) more favorable to die Transferee than the economic terms then being owepled by Landlord for comparable direct leasing transactions In the Project; or 0) the proposed Transfer would result in more than three subleases per each full Floor of Ilia Premises being in effect at nay one time during the Term. For die avoidance of doubt, this Section 11.4.1 shall not apply to any Permitted Sublease 11.4.2 Notwithstanding anything to die contrary in this Lease, iffenan( or any proposed Transferee claims that Landlord has unreasonably withheld its consent or otherwise acted in a manner not permitted under this Article 1 I 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 deulaatory judgment and an injunction for the rellarsought without any monetary damages cr other monetary relief. To the MAX inwm extent permitted by Law, Tenant and each proposed Transferee hereby waive any and all other ramedies, including, without lindhalon, tiny right at law or equity to terminate this Lease with respect to any such claim. Tenant shall indemnity, defend, protect and hold harmless Landlord from any and all Claims involving or assartad by any third party or parties (Including, without limitation, Tenant's proposed Transferee And/or any broker representing Tenant Molitor such Transferee in connection with a proposed Transfer) ciniming they wen damaged by Landlord's wrongful withholding or delaying of consent to any proposed Transfer or other breach orthis Article 11, Tenant acknowledges that Tenants rights under this Article 1 I satisfy the conditions set loth In Section 1951.4 ordure California Civil Code with respect to die availability in Landlord ofceruin remedies for a default by TenAnl undorlhis Lease, 11,5 'rrnnsfLr )"roltts, subject to the provisions of this Article I i if Landlord consents to any Translar (other than A Permitted Sublease), Tenant shall pay to Landlord flay percent (50%) of any Transfer Protls. Tenant shall provide Landlord with a detailed statement setting forth the calculation of any Transfer Profits that Tenant either has or will derive item a Transfer, Landlord or its mpresouative shall have the right at all reasonable times to audit die books and records of Tenant with respect to the calculation al Transfer Profits, I f such Inspection MVe119 An underpayment by Tenant of Transfer Profits, Tenant shall pay to Landlord the defrcbricy and die cost of Landlord's audit within tan (10) business days after its receiptofthe resultsof such audit. Forlhe avoidance ofdodit, this Section 11.5 shall not apply to any Permitted Sublease 114 Landlord's Casts, With respect to each Transfer (colter than a Permitted Sublease) proposed to be consummated by Tenant, whether or not Landlord shall grant consent, and whether at, not Landlord's consent shall be required, Tenant snail, within ten (10) business days slier written request by Landlord, reimburse all ol'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 Continutnn Liabilityof'fennnt. Nolwilludanding the consununation or attempted consummation of any Tma9fer under this Article I), (including. but not limited to, any assignment ot'this Lease), Tenant shall remain us fully and primarily liable for the payment argent and for ilia pmronnanoe orall Other obligations orthe "Tenant" contained in this Lease to the some extentus il'Ihe Transfer tied not occurred, Any net or omission Array Trnnsfome flint violates the terms orthis Lease shall be decried a detbull by Tenant under this Lease. and hallowing expiration orthe applicable notice and ewe perlod, 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 nceesgi(y of cehaustiug its rcnmedics against such Transferee (notwithstanding the filet, tint die Original Tenant (And/or any or its successurs Its ilia "Tenant" hereunder) may have assigned all of ils right, title and Interest In this Lease). Letdlord may consanL Io subsequent Transfers of Ibis Lease Willi Trnnsievru s of Tcnunl, upon notice to 'Tenant. but without obtaining its or their consent thereto, and such action shall not relieve Tenant orits liability trader this Lease. I I.R N;m-1V;tivcr. The consent by Landlord to Any Transfer shall not rclicvc Tenant, or uny Person chilling through or under Temnt, of the obligation to obtain die consent of Landlord, pursuant am this Article 11. to Any further Trauslbr. rollowiug tiny Transfer, Landlord may collect [ten( fi•om the Tronsfiallo without waiving nay rights hereunder. And cniloclton Ofthe Roll tivm a Person other than Tenant shall not he $01 W CA* i t • 80A-339 EXHIBIT 1D deemed a waiver of any of Landlord's rights under this Art! a e I I, an acceptance of any Transferee as A tenant of Landlord, or a release of Tenant from lire perfarmance of Tenant's obligations under this Lease, r11i1'ICLE 12-SU(i,QRlDINATION AND A1"1'01jNh1ENT• fS70PPEL CERTIFICATES: FINANCIAL ETATEMOTS, 12.1 Sobordlitntianrind Atto•nment, 12•1.1 This Le Aso, and die rights and interests of Tenant hereunder, are And shod be subord lame to ail Security Instruments which now or hereafter constitute a lieu upon or 4bel the project, the Building or the Premises and fire rights and interests of tine Holders of such Security Inshunienlr. Such subordination shall be affective without ilia necessity of die execution by Tenant of any additional document for the purpose orevidencing oraffeclfng such subordination, In addition, Lnndlord shall have the right to subordinate or cause to be subordinated anysuch Security Instruments to this Lease, and in such ease, in die event of die termination or vari of Landlord's estate or Interest in the Project by reason of any termination or foreclosure of any such Security Instruments, Tenant shall, notwithstanding such subordination, attom to and become the Tenant of the successor in interest to Landlord at the option ofsuch successor in interest. Furthermore, Tenant shall within live (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 due fomh required by the Holder of the Security Instrument requesting the document. If requested to do so, Tenant shall attam to end 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 Attainment described in this Section I2.1.1. 12.1.2 Should any current or prospective mortgagee or ground lessor for the Building or die Project (or any portion thereof) require a niodi Ocation 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 die rights and obligations of Tenant hereunder, than and in such event, Tenant agrees that this Lease may be se 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 awrofor. 12.2 Estoppel Certhientas. 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 (bats for which certification has been requested by Landlord or any current or prospective purchaser or current or prospective Holder of any Security Instrument, Including, without limitation, that: (a) this Lease is unmodiAcd and in full force and affect (or setting forth Any niodi Geations that [rave occurred), (b) the dates to which the Base Rent and other forms of Root payable hereunder have been paid, (a) whether or not Landlord is In default in the perfm•mance of any covenant, Agreement or condition contained in this Lease (and, if so, speci Fying each such default of which Tenant may have knowledge), and (d) any other facts forwhich certifleation is reasonably required by Landlord or customarily required by any, prospective purchaser or Holder to which such estoppel certlliate is being provided. 'rhe form of the statement attached hereto as Exhibit 'T is hereby Approved by Tenant for use pursuant to this Section 12,2, but Landlord shall have the right to use other learns 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 122 may be relied upon by any prospective purchaser, mortgagee, ground lessor or other like enau mbrancer thereof or any assignee of nay such encumbrance upon the Building or the Project. 12.7 "Ffnmicial StntemenlaW ATany trnic diYNng'tLd Terni;'rFnaA'n-shulf, Tpod"d`vb (5)"G'uAness-days'"poor notice from Landlord, provide Landlord with then current tnnncial statements and financial statements for each of Ilia two (2) years prior to die then current calendar year for each of Tenant and die Guarantor (if any). Such statements shell be prepared In accordance with geneniliy accepted accounting principles, consistently applied, and shall be audited by an Independent certified public accountant. ARTICLE 13—CASUALTY; TAICINO 13.1 Casualty 13.1.1 Hamill.ofthePromises.Tennntshailpromptlynotifyl.andlordinwrking(n"DamageNotice")ofanyensualtyevem, damage or condition to which this Section IKI 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 Danmage'j, subject to reasonable delays for insurance adjustment or other matters beyond Landlord's reasonable control, and sublcat to all other terms of this Section 13.1 begin to repair the damage to the Project and Ilia premises moulting from such Casualty, and shall proceed with reasonable diligence not to exceed 60 days to restore the Project and Premises (Ilia "Rcsturatlmt") to substantially [he seine condition as it axlstud before such Casualty, except for modifications required by applicable Laws or covenants, conditions and resolutions, and modificadans deemed desirable by Landlord; provided, however, that Landlord shall not be required to repair or replace any el'the Leasehold Improvements or any orTenunl's Personal Property (all of which shall be promptly repaired, restored and/or replaced by'ranant). Landlord shall have no liability for any Inconvenience or annoyance to Tenan or injuy to Tenant's business as a result Orally Casualty, or the Restoration, regardloss orthe cause therefor. Base Rent, and Additional Rent payable under Sections 42 and 11, shall abate lrand to the natant Tennnl ceaseS to occupy a material portion of ilio Promises [hat was damaged by A Casualty and rendered unfit for ocaupaney (for the Permitted Use) as it result thereof. for the period al' time commencing on lire date 'renunt vacates such danlsod portion of the Premises and continuing until ilia Premises Restoration is subsmndolly complete (as reasonably determined by Landlord); provided, however, that such nbntenment shall be limited to the proceeds ofrental interruption insurance proceeds with respect to the Premises and such Casualty collected by Landlord. 13.1.2 Es Ctar ns Iu Landlord's (Ibtemians. Notwithstanding anything to the contrary contained in this Section 13.1, Landlord shall hnvu no obligation to repair the Prunlscs And shall have the right to terminate this Lease In Any case where: (a) Any pnninu Orrin Premises or any material pmdon of the PmJect is damaged And(b) any orthc following cxndlllcns exist: (1) Landlord astfrn aes in good faith that the Restoration carat reasonably be cornptered (withnm the payment orovert[me) within one hundred eighty (180) days n1'Lmnllord's discoveryoften Sill •12• 80A-340 EXHIBIT 1D C'asunity Damage, (ii) the 4lolder of any Security Instrument requires any Insurance proceeds with respect to such Casualty Damage to be applied to the outstanding balance cribs obligation secured by such Security Insfrvmenl, (111) die cost of the Restoration is not fully covered by Insurance Proceeds Available to Landlord and/or payments received by Landlord from tenants, (iv) Tenant shall be entitled to an abatement orRent under this Section 131 far a period of lime lu excess of thirty-three percent (33°%) of tine remainder of Ohs Term, or (v) such Casualty oceuls during the lost eighteen (18) months ol'Ihc Term (disregarding Extension Terms, If any). Swell right oetermination shall be exercisable by Landlord by delivery or wrilteu notice to Tenant ill any time following die Casually until sixty (60) days following the Inter of. (A) delivery of Ole Damage Notice or (B) Landlord's discovery or determination crony of the events described in clauses (1) through (v) of Ona preceding sentence, and shall be effective upon delivery Grand) notice of lerminntion (or ifTennnl has not vacated Ole Promises, thirty (30) days tliereniler), 13,1.3 Welvec. Landlord and Tenant agree that the provisions of this 3eglon 13 I and die remaining provisions orthis Lease shall exclusively govem the rights and obligations of pie parties with respect to any and All damage to, or destruction of, ell or any portion orthe 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, widmul limitation, Sections 1932(2) and 1933(4)•aFthe California Civil Code, as amended from time to time). 13.2 Tak rv, If the whole or a material portion of Ole Premises, the Building or the Project shall be taken under the power oreminenl domain, or sold to prevent the exercise thereor(coilectively, a "Taking"), this Lease Shall automatically terminate as of pre earlier of the date of transfer or title resulting from such Taking or die date of transfer aFpossession resulting from such Taking (the "Tatting pate'), In the event ore Taking ofsuch portion at' tile Project, the Building or die Premises as shali, in the opinion of Landlord, substantially interfere with Landlord's operaOou thereof, Landlord may terminate Oils Laass upon thirty (30) days written notice to Tenant given Al 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 ortlre com ealagdon 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 fit this Sectltfil 132, pie 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 (bid Tenant shall not otherwise assert any claim against Landlord or Its condemning Authority). No Taking or any portion or the Premises, the Building or die Prglect (or any portion thereof) for a period of less than two hundred seventy (270) days (a "Temporary Toldng") shall terminate this Lease or entitle Tenant to any abatement of the Rent payable to Landlord under this Lease; provided, however, that any award fro• mix such Temporary Taking shall belong to Tenant, but only to the extent that the Award applies to any time period during the Term of Oils Lease. This Section 111 shall be Tenant's sate and exclusive remedy In else event of a Taking. Each party hereby waives the provlslons of Sections 1265,130 and 1205.150 o rthe California Code of Civil Procedure And the provisions o rnny successor or other law of like import ABJICLE 14—TNDE 1 L1LT.CtkTT0N AND INSURANCE 14•I VYniver of L,inbility and lndamnificnfi n. Except to the extent expressly provided to the contrary herein, Tenant hereby waives All claims and causes of aofion against Landlord and all of tine other Lnndlon! Parties for any damage to persons or property (including, without including, loss of profits end intangible property) hi any way relating to Tenant's use and occi puncy of tilt Premises from any cause whatsoever, induturlo am, iviw1thout limilfltion lire, explosion, failing plaster, steam, gas, air contaminants or emissions, electricity, electrical orelectronic emanations ur el orbaucc, water, rain or snow or Jenks frail any part Oro Building or iiom the pipes, appliances, equipment or plumbing works or from the roof, sweet or harmless urrac or from any ether place ar caused by dampness, vandalism, malicious mischief. Tenant shall indemnify, defend, protect and hold hannlcss Landlord Anti each of the Lnndlord PerRes from and against any and all Claims that arise out of, are occasioned by or are in any way attributable to: (a) the use m• Gucnpaucy of rho Premises or any portion of the Project by Tenant, (b) the acts or omissions of Tenant or any Tenant Party, (u) any dcraule of this Lcusc by Tennnl, or (d) pay litign(ioa Gr other proceedings between Tenant and any t Ord party; provided that Tenant shall not be required to so indemnify, defend of hold Landlord or any of nha other Landlord Parties harmless to the extent that any Such Claims arise out or the gross negligence or wl Ilfhf misconduol of Lnn dlord, its agents or employees, 14.2 Insurance. At all times during the Tan of this Lease, Tenant shall: (n) procure and maintain, at its sole expense, the insurance policies described in Exhibit " ", attached herato and (b) otterwise comply with each and all of Ole obligations and requirements set fords In Exhibit "C". Landlord mnkes no representation that the insurance coverage specified to he carried by Tenant pursuant to this Ee. )hilt •,0" is adequate to protect Tenam against Tenant's undertakings under the terms oflhis Lease or otherwise, anti Wrialant believes that such insurance coverage required and or Ibis Lease is insu Idcicnt, At its usvri expense, Tenantshall providasuch additional insurance as Tenant tissues adcquntc, 1.1.3 Wail Ar ()I'Suhrogn•tit) n, Notwithstanding any provision of Isis Article 14 to the conusry, Landlord and Tenant intend dint their respective properly damage loss risks shall be borne by their respective instuancc carriers to the extent or the property damage insurance that Cecil of Landlord mad Tenant are required to carry under Exhibit" ", and except as expressly provided otherwise In 0119 Lease, in the event of s property loss. each of Landlord and'fenatt hereby agree to look solely to, slid seek recovery only Ihml, their respective property damage insurance carriers to the extent thin such property loss is 01'n type that is covered by the property dnntage Insurance it is required 10 Ctmy under LNIfibiL • D", As long as such waivers of wbrogrnion ere mosonably avanithic, Aneh orthc parties hereto hereby wolves all ol'ils rights wild claims Against each of the other parties hereto ('or such losses. and prm•lded such waiver of subrogation shall not affect the right of such party as the insured under its property damage policy for policies) to recover thercuudoe, waives all orlhe rights ufsubrugation or its property damage insurers. Tile parties hereto Further agree that, so 10n9 as uo motorist additional pinniturse is charged lhervlore, their respective property insurance policies Arc none, or shall be, endorsed such that the 01regoing waiver orsubrogution shall not affect the right of the Insured to recover dmlrunder. ARTICLE 15—EVENTS OF DEFAI A'I' trND REM CDlrS 15J 4\eats or Dora tit nv Tinuitll. The ocourrencc ur Any nl'OIL lollowing shall constitute a material default wad branch or This Lassa hp Tenant (nil "Event of Defnult-): &)I W'C[uly ("coat Dr- (7ry-UJ'Snnb� 4ttn Lrrurr . t }. 80A-341 EXHIBIT 1D 1.5.1.1 Any failure by Tenant to pay try Rent or any other charge required to be paid under this lease, or any part thereof (or to perform any of Its obligaLions under Allicle 6 above), if such failure continues for three (3) days following Landlord's delivery or written notice thereof. 15.1.2 The abandonment or the Premises by Tenant, or the vacation of the Premises by Tonam For a period or tell (10) consecutive days (with or without the payment of Rent), or die failure of Tenant to lake occupancy orthe Premises within thirty (30) days of die Commencement Data (it being agreed dint the Fact that any of Tenant's Property remains in the Premises shall not be evidence that Tenant has not vacated or abandoned die Premises). 15.1.3 Any failure by Tenant to execute and deliver any statement or document described in AdIDIC 12 requested by Landlord within (he lime perlods specified therein, If molt failure continues for three (3) days after Landlord's delivery o f writen 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 Sectfona 15.1.1, 1 S,I_2 and J,$,U above, if such failure continues fortwenly (20) days (except where a different period of time is speolfred in this Lease, in which can such different time period shall apply) affix Landlord's delivery of written notice thereoq provided, however, ilmat If file nature of the default Is such that It cannot be cured within the twenty (20) day period, no }went of Default shall exist if Tenant commences the curing of the defauhwithin the twenty (20) day period and thereafter diligently prosecutes the same to completion, 13.1.3 The making or furnishing by Tenant crony warranty, representation or slatem tilt to Landlord In connection with this Lease, or any other agreement to which Tenant Paid Landlord are parties, which is false or misleading In any material respect when made or Rimished. 15.1.6 The assignment, subletting orother Transfer, orally attempted assignment, subletting or other Transfer, of this Lonne in violation of Article 15.1.7 The filing or execution or ocoumence 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 petilion or answer by Tenant or city general partner of Tenant seeking relief under any provision oFthe Bankruptcy Act, (a) an assignment by Tenant or any general partner of Tenant for the benefit of creditors, (d) a petition or other proceeding by or against Tenant or any general partner of Tenant for the appointment of a trustee, receiver or liquidator of Tenant or any genera) partner of Tenant or any property of Tenant or any general partner of Tenant, (e) a proceeding by any governmental! authority For the dissolution or liquidation of Tenant or any general partner of Tenant or any other instance whereby Tenant or any general partner of Tenant shall cease doing business as a going con cam, or (f) an. admission by Tenant ar any general partner or Tenant of its inability to pay its debts a they become due. 15.1.8 The default by any guarantor of Tenant's obligations hereunder under any gall of this Lease, the attempted repudiolion or revocation crafty such guaranty or tie participation by any such guarantor in oily other event described in this Section 15.1 (as if this Socl.ign 15, 1.9 referred to such guarantor In place of Tenant), 15.1.9 Any default that continues beyoml 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 oily Affiliate orTenant 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 116t of the California Code of Civil Proceduro or ally other law now or hereafter In eflbot requiring that notice ordelbult be given prior to the commencement or an unlawful detainer or other legal proceeding. 13.2 Remedies, Upon die occurrence of any Event of Default by Tenant, in addition to any otter remedies available to Landlord at low or in equity, without any further notice or demand whatsoever Landlord shall have tilt option to pursue any one or more of the emedles described in Section I of i I "T", attached hereto, each and ail orwhich shall, subject to applicable law, be cumulative and nonesclusivo (and all oflheother provisions orsoot of xhi ll"N'"shallapplytoanE^".ventofDefaultbyTenanthereunder), ARTICLE IG—LAM&ORD DEFAVLT• LANDLORD'S L1ABT1.ITV 16.1 katdiq rd Derrigh. Landlord's Flo Iore to partbrm or observe ally Or its obllgadons under this Lease shall constitute a material default by Landlord under this Lease (a "Landlord Defaull") only If such failure shall continuo for a period or thirty (30) days after landlord (mid each Notded Party) receives written outlets from Tenant specifying (and describing in reasonable detail) the alleged daPauit (and idendl)ding the applicable Lease provisiou(s)); provided, however, that if die 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'renant's default notice and lhcreofter diligently prosecutes the snake to completion. Subject to the remaining provisions of this Lease, following die occurrence orally Landlord Defaull, Tenant shall have (he right to pursue any remedy available tinder Law I'orsuch Landlord Dethult by Landlord; provided, however, that in no case sholl Tenin( have any right to Laminate this 1-ensc on account of any such Landlord Dernult. 16.2 Landlord's Lease Undertakines, Notwithstanding anything to the aonmrny contained in tills Lease or any Mier Lease Documents, it is Expressly understood and agreed by and between the parties hereto than: (a) the recourse of Tenant or its successors or assigns against Landlord (and the liability of Landlord to Telimt.Its successors Elul assigns) with respect to: (1) any actual or alleged breach or breaches by over the plat of Lmmdlord urany of Landlord's Leone Undertakings or III) any natter relnl)ng to Tenant's use or occupancy of the Premises shall be limited to an amount equal to the lesser or; (x) Landlord's equity interest in tie Building and (y) the equity interest Landlord would have in the Building If the Building were encumbered by independent secured liiumcing equal to eighty percent of %) orthe value orthe Building; (b) Tenant shall have no recourse against any other ussels ur Lnin load or any other Landlord Penles (or their officers, directors or shareholders); (a) except to sits oxtenl of Landlord's equity interest In the Building(lu (lie extent provided nbovc), an personal linbllity, or personal responsibility of nay sort with respect to any of Landlord's Lease Undertakings or any nlleged breach Iluvreor is assunned by, or shall at any time be asserted or entimuenblc against. d0i IPCOV Crnhr Of—C'ty afsnrrrn,4nu Lurue • 14- 80A-342 EXHIBIT 1D Landlord or oily of the other landlord Pail Ills, and (d) at no time shall Landlord be responsible or liable to Tenant for Any last proFls, lost economic opportunities orally form of consequential damage As the result of any actual or alleged breach by Landlord of Landlord's Lens Undertakings or In connection with any other matter relating to Tenant's use or occupancy orthe Premises. 16.3 EAle by Landlord. A sale or conveyance by Landlord of the Project or or 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 wntntned in favor ofTenail that are to be performed after (and/or that first Accrue offer) 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 orthe agreements, obligations, covenants or conditions, express or Implied, herein contained in favor of Tenant that are to he performed after (or that first accrue Alter) such sale or conveyance (and for satisfaction of all liabilities arising out of the some), This Lease shall not be affected by oily such sale, however, and Tenant agrees to Altoona to the purchaser or nsslgnee, such adornment to be effective and self-operolive without the execution orally further instruments by any orthe parties to this Lease, ARTICLE 17-MISCLLi ANCOUg 17.1 tic , All notices, requests and/or demands which Landlord or Tenant may be required, or may desire, to serve an the other (or any Holder) shell, except as expressly provided otherwise herein, be In writing and may be served, as an altemadve 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 end to Tenant at the address for Tenant set forth in Item 11 1 of the Basle Lease Provisional or, from and Prier the Commencement Date, to the Tenant at the Promises 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 riom 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 oker . The parties recognize as the brokers) who procured this Lease, die Firms) specifted In jM1, of the Basic Lease Provisions and agree that Landlord shall be solely responsible for the p❑yment of any brokerage commissions to said broker(s), nod that Tenant shall have no responsibility therefor unless written provision to the contrary has been made apart 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 die payment of any &a due said person or firm And Tommnt shall protect, indemnity, hold harmless And defend Landlord from any Claims relating thereto. 17.3 BILIds Reserved by Landlard, 17.3.1 Cntry by Lnndlm•d. Landlord may enter (Ile Premises At All reasonable limes to: (a) inspect the some; (b) exhibit the some to prospective purohms s, lenders or tenants; (c) determine whether Tenant is complying with all of its obligations under this Lease; (d) supply janitorial and other services to be provided by Landlord to Tenant under this Lease; (a) post notices of non -responsibility; (a) exercise any of Landlord's rights or perfoma Any or Landlord's obligations under this Lease; (f) make repairs or improvements in or to the Project or the Premises (provided, however, thnt.nll 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 ofoccupaicy or quiet enjoyment oFdte Premises or any other loss occasioned by such entry, Landlord shall At All Ihnes have and retain a key with which to unlock all of the doors in, on or about die Premises (excluding Tenant's vaults, safes and similar areas designated by Tenant in writing in advance), and Landlord shall have Ole right to use any and all means by which Landlord may deem proper to opcnsudli doors to obtain entry to the Premises, and any entry to the Premises obtained by Landlord by Ally such menns, or otherwise, shall not u rider any circumstances be deemed or construed to be a Forcible or unlawful entry Into or a detainer of the Promises or an eviction, actual or constructive, of Tenant from Any part orthe Premises. Such entry by Landlord shall not Act as n termination orTenant's duties under this Lease. If Landlord shall be required to obtain entry by means other than a key provided by Termut, the cost of such entry shall be payable by Tenant to Landlord. 17,3,2 Rluht to Lease: Prniect Or BuIldIAA Narne and Si , Landlord reserves the absolute right for (a) lease space in the Project slid to w'auto Such other tenancies in the Project as-] andlond, in its sole business judgment, shall determine is in lie best interests of the Project; (b) to change the nonce or street address of die Building and/or die Project; and (c) to lnstoll, Aix and maintain Any and ail signs mi the exterior and rah die 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 specilie type or number of tenants occupying any space in die Building or the Project during the Tenn of this Leese. Tenant shall not, without die prior written consent of Landlord, use die name of tine Building and/or the Project, or any pictures or Illustrations of tic Building and/or the Project. in Tenant's advertising or in any other publicity, and to the extent that Landlord grails such consent, shall refer to tine Building and/or the Project by the nnme designated by Landlord. 17.3.3 The Other Imnrovemaots, If portions or the project or property adjacent to the Project (collectively, the "Other Improvements") are mined by an entity other than Landlord, Landlord, at Its option, in its sole and absolute discretion, may enter into an Agreement with file 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) tar the common uharagemunt, operation, maintennnee, h1 provement And/or repair of 811 or oily portion orthe Project and the MCI, Improvameals; (c) fur the allocation of a portion of the Opern(ing Expenses to the Other Improvements and the operating expenses slid taxes for the Other Impruvcments to the Project; and (d) far the use or hnptmvoment of Ile Other Improvements And/or die ProJacl iu C0111 lion with the Impravemenl, Construction, And/or excavnlion of the Other Inrprovemenls and/or the Project. Nothing oonlained hereto shAll be deemed or construed to limit or otherwise affect Lardinrd'S right to Convey All err Any portion of the fireJect or oily other of Landlord's rights described in this Lease 17.3.4 Rawvttluo or the Pro feel Auld Olh•r hall ruvqills/Construction of New I lima emientc, Tenant acknowledges Unit portions arthe Project mid%ur the Other hmprovenents may he under Construction following Tenaat'e occupaney or the Premises, End that such cnnsuudiun may result In levels ornoise, dust, obstruction of Access. etc. which are In excess or that present in a ftdty constructed project. Tenant acknowledges and ugrecs that Landlord may Alter, renmdel, Improve and/or renovate (collectively, the "('mrsh•uctlan H'nrid`) tha Building. Premises, And/or the Projcet (including, oithout liuhituliuu, by constructing new hniprovements in Common Area.), And in correction with ally Construction Work, Landlord may. nnwng oter hthings, area[ seallbiding or other• necessary structures In the Building, or elsowhare in ur at the gol f6'Clrle ('erirur De _ C'ior afSunar: our Leave . r d. 80A-343 EXHIBIT 1D Project, restrict access to Pardons of the Project, including portions or 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 ao way constitute a constructive eviction of Tenant nor entitle Tenant to any abatement or Rent. Landlord shall have no responsibility or IiAblllly to Tenant for any Injury to or interference with Tenant's business arising from oily such Construction Work, and Tenant shall not be entitled to any changes from Landlord Tor loss or use or the Premises, In whole or In part, or for loss of Tenant's personal property or Improvenu ails, resulting From die Construction Work or Landlord's actions in eo inaction therewith or for any Inconvenience occasioned by such Consauction Work or Landlord's actions in connection therewith. 17.3.5 Other bights Reserved by Lnr lm•d. 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 dismrbanco o1'Tanant's use or possession orthe 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 or signs, window shades, blinds, drapes, awnings or other similar Items, and all Internet lighting that may be visible from the exterior of the Premises and, notwithstanding the provisions of Article 10, the design, Arrangement, style, color end general appearance of the portion bribe Premises visible fiam the exterior, and contents thereof, including, without limitation, fbrilbare, 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 some purposes that are generally prevailing in first class office buildings in the area; (b) to display the Premises and/or Cie Building and/or the Project to mortgagees, prospective mortgugees, prospective purchasers and ground lessors at reasonable hours upon reasonable advance notice to Tenant; (c) to change the arrangement of entrances, doom, 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 great 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 die purposes permitted underthis Lease; (a) to prohibit the placement of vending or dispensing machines of any kind In or about the Premises other than for use by Tenant's employees•, (0 to prohibit the p(aeomenl of video or ureter electronic games in the Premises; I&) to have access for Landlord and other tenants of the Building to any mail chutes and boxes located in or on the Premises according to the rules or the United States Post Office and to discontinue say mail chute business In the Building and/or the Project; (it) subject to Tenant's rights oraccess 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 dales 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; (j) 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 andlor the Project; (k) to retain at all times master keys or pass keys to the Premises; (1) to modify, change, add to or delete the design, configuration, layout, size, Ingress, egress, areas, method of operation, and other characteristics of or relating to die Parking Facilities at any time, and/or to provide for nonuso, pullet use or restricted use of portions thereof, (m) to delegate control of the Pinking Facilities to a parking operator (and/or to master lease the Parking Facilities to a parking operator) in which case Landlord may assign any or all of the rights, Including rights of control, attributed hereby to the Landlord to such parking operator, and (a) to take (and require Tenant to take) reosenaldy appropriate action to comply with oily Law ar mandatory controls or voluntary controls promulgated by any governments] or quasl•govemntantal 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 lie provision of any other utility or service meter (ii) the reduction andlor management of traffic, bansporintlur or parking fit 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 die obligations of Tenant hereunder, or increase any of the obligations of Landlord hereunder. 1715 poree Nlnioure. Landlord shall incur no liability to Tenant with respect to, and shall not be responsible for any failure to perform anyof Landlord's obligations hereunder Irsuch railure isca rsed by any reason beyond die control of Landlord, including, bill not limited to, strike, labor trouble, govarrmemal role, regulntimns, ordinance, statute or Interpretation, or by tire, earthquake, civil commotion, or failure or disruption of utility services (n "Force MAleure Event"). The amount or time rot 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 shuilar to or d iflerent from the foregoing types of occurrences. IT6 Qflarnevs'Fees; Covurinelax^ No Connterclnlmi Choice or LAwsi wnivar ariory Trhtl 17.6.1 Attorneys' pees, Ireither Landlord or Truant shall comnnence oily action orodner proceeding against the other arising out of, or relntiug to, this Lease or the Premises, the prevailing party shall be entitled to recover from the lasing party, in addition to any odncr relief, its actual Attorneys' fees Irrespective or whether or not the notion or other proceeding is prosecuted to judgment and invspective of any court schedule orrensonnblc etorrayl' tees, In addition, Tenant shall reimburse Landlord, upon demand, for all reasonable attorneys' lees incurred in collecting Renl or othemise seeking enforcement against Tenant, Its sublessees and assigns, al'Teannt's obligations under this Lease. 116.2 Covernina Law, This Lease shall be governed by, and consbmed In accordance Willi, the laws of Ilia sate of Californin (wilhout regard to its conflict of Iowa principles), 17.6.3 Choice or,tan-belle imr. Tenant hereby submits to local jurisdlotimn In the State of California And agrees that any notion by Tcanm Against Landlord shall be instituted in the State or cnlirorniu and that Landlord shall have personal jurisdiction Ever Tenant for any action brought by landlord agnlnst'renanl fur (lie State ofCAlilbrnta. 17.6A Waiver or Trial by Jury, TO THE FULLEST EXTENT PERMITTED BY LAW, LANDLORD AND TENANT EACH EXPRESSLY WAIVE THEIR RIG[ IT TO TRIAL BY JURY IN ANY TRIAL HELD A"a A RESULT OF A CLAIM ARISING OUT OF Olt IN CONNECTION WITH THIS LEASE 1N WHICH LANDLORD AND TENANT ARE ADVERSE PART IFS, 'I'tIG FILING OF A CROSS. COiM PLA INT BY ONE AGAI NS'I"'I'HE OTHER ER IS S UFFICI FNT TO MAKE THE PARTIES "ADVERSF" 17.7 OFAQ Conmliancc. Tonunt represents, warrants and covenants to Landlord: (a) Thal neither dneTumin nor any person or evilly Ihnt directly owns a I096 or greater equity interest In it nor oily of its olBcem directors or managing members is a person or entity with whom U.S, 3dr Illc'hde C'"Wer Or—Cle'rfSAnm Ann Lelod -16- 80A-344 EXHIBIT 1D porso[is Oren I I ties are restricted from doing business find or OFAC regulations (including III we naned on OFAC's Specially Designated and Blocked Persons List) or under any same, executive order (including, without limitation, Executive Order 13224, or other governmental action, (b) that Tonant's activities do not violate tine Money Laundering Act, and (a) that throughout the tenn orthls Lease die Tenant shall comply with Executive Order 13224 and with the Money Laundering Act. 17.E State SnaeiBeReauh•oments, 17.8.1 Cntforoin Civil Code Section 1938. As of the dote of this Loose, die Promises, Building and Project have not been inspected by a Certified Access Specialist ("CASp") as relorred 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 flat require a CASp inspection of the Subject promise$, the commercial property owner or lessor may not prohibit ilia lessee or tenaid Pont obtaining a CASp inspection of the subject promises for the occupancy or potential occupancy orthe lessee or tenant, if requested by the lessee or tenant The parties shall mutually agree on the grrangermnts for the time and rummer of the CASp Inspection, the payment of Ilia fee for Ilia CASp inspection, and the cost of making any repairs necessary to correct violations or construction -rat accessibility standards within the Premises. ITIL2 Cnlifornla Public Resouree�oti,n 5402 t0. pursuant to Collfarnla public Resources Code Section 25402,10 and the regulations adopted thereunder (together with any future low or regulation regarding disclosure of energy efficiency data with respect to the Project, the "Electrical Energy Disclosure Laws"): (a) Landlord is or may be required to disclosa to third parties (including, without limitation, prospective purchasers, lenders and Ismailia of the Project) information concerning ilia 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 promises or any Applicable portion thereof that is measured by a meter Ili Tenant's name). Accordingly, Tenant agrees to cooperate with Landlord lit connection with any such Electrical Energy Use Disclosures, Including, without limitation, by providing to Landlord, within ten (10) days following Lessor's request therefor; (1) copies of (or access to) bills or other records reflecting the delivery or electrical power to tie Premises or any applicable portion thereof that is measured by a meter in Tenant's name And/or (11) other intamntion (such as without limitation, ilia numberof employees regularly working at the Premises (or any applicable portion thereol), the types of equipment regularly used at the Premises (or any applicable portion thereat) and/or the regular operating hours at the Promises (or any Applicable portion t emof)) flint is reasonably required for Landlord to intimate the amount or electrical power consumed at the Premises. 17.9 FairErdplamont Practicca/[Ymt-Discriminatlnn, Landlurtl agrees, subject to applicable laws, rules and regulations, dint no person shall be subject to discrimination in the performance of this Least on the basis of race, color, religion, national origin, sex, sexual orientation, gander Identity, AIDS, RIV status, age, disability, handicap or veteran status, Landlord shall take arfirmmive action to ensure that applicants art employed and that employees are treated during employment without respect to any or these bases, including but not Ihnited to employment, upgrading, demotion, transfer, recruitment, recruitment advertising, layoff, annimition, rates of pay orother forms of anmpansation, And selection for training, including apprenticeship. 17.10 Into rm•etntion, Tenant acknowledges dial it has read and reviewed this Lease and that it has [Ind the opportunity to confer with counsel in die negotintion of tits Lease. Accordingly, this Least shall be construed neither for nor against Landlord or Tenant, but shall be given a fair and reasonable interpretation in accordance with the meaning oriu; terms mid the intent of the parties, All captions, headings, tides, numerical references and computer highlighting are Fur cowenlence only and shall have no effect on the interpretation of this Lease. All terms and wards used Ili dds Lease, regardless of live number or gender in which they are used, shall be deemed to include the appropriate number and gander, As the context may require, Loch covenant, agreement, obligation or other provision of this Lease to be performed by ']'client are separate and independent covenants of Tenant, and not dependent on any other provision of this Long, Time Is of the essahce of this Louse and die performance of all obligations hereunder. In die 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 be enforceable to ilia extent permitted by law. The parties agree tint if two diR'orent Interpretations may be given to any provision hereunder, one of which will render Ilia provision unenforceable, and one of which will render Ilia provision enforceable, the interpretation randoring the provision enforceable shall be adopted. 17.11 V.L RutnershiI or Joint VILLLuLci No Third I'A,•IV B0110ClnrlCS, 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 (hall 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 lneteunder its against Landlord, For tie avoidrmie of doubt, 11 is understood and Agreed that Persons (lint are Landlord Padres are intended third party beneficiaries ofand shall have tine right to enforce Sections 14.1 1d.2 14,3 end 16.2 above 17.12 Entire Alinement; Amendment Sncecvnors• Survival or ObIllistiolli. This Lease contains all of the agreements And undersinndings relating to the leasing of the Premises and die obligations of Landlord and Tenant in connection with such leasing. Landlord his not made. and'renunl is not relying upon, any warranties, or representations, promises or statements mode by Landlord or any agent of Landlord, exoept Ihose expressly set rorlh herein. This Lease supersedes Any sal all prior Agreements and unteratmidings between Landlord and Tenant And alone expresses the agreement of the parties. This Lease shall not be amended• changed ur mudi fled in tiny wny unless In writing executed by Landlord and Tenant. Landlord shall not have waived or released any of its rights hCretmdat• unless in meriting and executed by the Landlord. Except As expressly provided herein, this Lease and the Obligations of Landlord and Tanunl cunlnined therein shall bind or inura to the benefit of Landlord and Tcnanl unit their respective successors and Assigns, provided this choose shall nut penult any Tronsiur by Tenant contrary to tie provisions of A t'cle I I, Any obligations of Tenant Accruing prior to ilia expiration of this Lense shrill survive ilia termination 1)fills Lease, and 'Tenant shall promptly perform all such obligations whether or not this Lease has expired. 17.13 Prohibition Aaahisr Raemdine. Neither thin Lease nor any nIdMLI tmdam. al'lidovit Or other smiling with wspuct thereto shall be racnrded by Tenant or by anyone acting through, under or tin hahall'orTenam, MI II'Clrle C`arra•Or—CronrrJ'Smrrn.4rm teavir .I7. 80A-345 EXHIBIT 1D 17.14 Conn dall( In lity. Tenant agrees that; (a) the terms and provisions of this Lease are subject to the terms ol'the Coll from Ia Publia Records Act and freedom of Iafonnation Act 17.15 No Offer to L case. The submission of this Lease to Tenant or its Broker or other agent, does not constitute An offer to Tell anIto lease the Premises, This Lease shall havo no force and affect until: (a) it Is executed end delivered by Tenant to landlord, (b) It Is fully reviewed and executed by Landlord And (a) all conditions to the effectiveness of this Lease are sadsl(ed (or waived by the applicable party); provided, however, that, upon execution of this Lease by Tenant and delivery to Landlord, such execution mid dellvary by Tenant shall, In consideration of this lime and expense Incurred by Landlord in reviewing this Lease and Tenant's credit, constitute an offer by Tenant to Lease die Premises upon the tenus And conditions set forth herein (which offer to Lease shall be irrevocable For twenty (20) business days following the date of delivery). 17,16 Authority. If Tenant signs as A corporation, partnership, limited liability company or other simliar entity, each of Me persons executing this Lease on behalf of Tenant does her oby covenant and warrent that Tenant is a duly authorized slid existing entity, that Tenant has and is qualified to do business in the state of California, [list Tenant has fell right and authority to enter into this Lease, and drat each ofbath 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 slid 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 behall'of Landlord is authorized to do so. 17.17 Coanternartst Eneshnile Execution, This Lease may be executed In counter -pans coati of witch 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 End binding and shall have die same full force and effect as Van original executed copy or counterpart of this Lease had been delivered. JSlgnarures Appear on NextPagel Sol W'Cl,* Center Dr—Cl v ofSawo Ann Leone 118. 80A-346 EXHIBIT 1D IN WITNl'iSS 1VI11lRIHOP, this Lease is huNIV usecuted ny al•IheM NclivIi Dpte. LANDLORD; CR SANTANA, LLC, 3HE CI1Y qp-SANTA ANA,[I Dclm% re Ihnlled He[) n Municipal0igrorulion. BY; y. Name: Andrew Osborrlr5 Authorized Siena or), Name; Cvn(hia 1 Kurtr 'I ille: This: LnteriitiC LM011aM, By: [ A,- Nnliie: Muruiinr Tiller Clerk, o!'ihe Council ElTectivc Date: _. .2017 APPROVED AS TO FORM! Sonia h. CAI vallio, City Morley Lisa Slorck, Asst. City Attorney RUOMMGN]7 APPROVAL; Rebut M, Zur'S Asle,.Interim Executive Director Cmiiliiunily Development Aponcy 30111`0110 C?nler Ur—C14 rf,Sunfo.Inn Ln,.w .Iq. 80A-347 EXHIBIT 1D 9 EXHIBIT 1 D EXHIBIT 13 NOTICE OF LEASE TERM DATES To: City of Santa Ana 801 W. Civic Center, Suhe 200 Santa Ana, CA 92701 Altai Deborah Sanchez A-2017-264-02 Re: Office Lease dated October 7, 2017 (the "Lease") between OF SANTANA, LLC, a Delaware Itmhod liability company ("Landlord"), and the City of Santa Ana, a charter city and munlolpal corporation ("Tenant") concerning Suite 200 on floor 2 of the office building located at 801 Nest Civic Center, Santa Ana, California. Deborah Sanchez; In accordance with the Lease, we wish to advise you mrd/or confirm as follows: 1. The Promises are substantially completed, and the Term shall commence on or has commenced on June 11, 2018 for a term of sixty (60) months ending on Jun 30, 2023, 2, Base Rent commenced to accrue on June 11, 2018 in the amount of $42,506.20 per month and as more particularly setforth in Item 4 of the Basic Lease Provisions of the Lease. 3. If the Commencement Date Is other than the firat day of the month, the first billing will contain a pro rasa adjustment. Each billing thereafter, with the exception of the final billing, shall be for the full amount of the monthly installment as provided for in the Lease. 4. Your rent checks should be made payable to CF SANTANA, LLC, 2101 Rascomns Avenue, Suite 3270, E1 Segundo, CA 90245 Attn: Ron Quaeh, Accounting Manager. 5. `rho Promise contains 19,321 RSF, 6. Tenant's Proportionate Share is 15.561%. LANDLORD: CF'Santana, LLC, ml3elawarEtihi['to"0'fiebitit�crompan}t, . Neme: %1YYClr�w i1eb4J'11� Title; Authorized Signatory TENANT; THE CITY OF SANTA ANA, a Municipal corporation s^ By: -+ PrintNatne: Ran] Gdines Title: CltyMnnaaer ppp;l�gt I VED AS TO FORM Mama D. Hulzar !� �/ " Clerk. of the Council City Altomey 80A-349 EXHIBIT 1D EXHIBIT "C" )YL9;8,'iF, Lyi4)CotC7 'rtIIS WORK LETTCR (this "Work Letter") is attached as L h� iblt C to that certnht 011iice Lease (the "Lease") by and between CF SAN'TANA, LLC, a Delaware limited liability company ("Landlord") and THE CITY OF SANTA ANA, a Municipal corporation. ("Tenant'), This Work Letter sets forth ilia tenns, covenants and conditions relating to the construction and Installation orthc Tenant Improvements in the Initial Premises, All capitalized terms used herein not otherwise defined herein shall have die meanings attributed to such terms in the Lease. 1.1 Landlord's Architect and (lie Engineers. Landlord shall engage (n) Fraser McClellan or another qualified Interior architect selected by Landlord ("Landlord's Architect") to prepare the Construction Drawings (defined below) for die Premises based upon the Hari Space Plan (defined below) and (b) engineeting consultants selected by Landlord (the "Engineers") to prepare all engineering plans and drawings for die structural, mechanical, electrical, plumbing, HYAC, life safety, and sprinkler work relating to the Tenant Improvements for the premises. 1.2 final Space PlamSnaeePlmhnin¢Allowance. A copyof the final space plan (and pricing plan) foriall Tenant Improvements in the Initial Premises ("Finn( Space Plan") is attached hereto as 5ohedule "C-l", 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 ,1 (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 Worldne Drmvtnes, Based upon the Final Space Plan, Landlord shall cause die Architect and the Engineers to complete and deliver to Tenant for Tenant's reasonable approval two (2) copies of complete fully coordinated architectural slid (to the extent required) structural, mechanical, electrical and plumbing working drawings and specifications for ilia Tenant Improvements in re form which is suffhohmaly complete to allow all subcontractors to bid on she work shown therein and to obtain all applicable Permits therefor, if any (defined below) (collcotively, the "Final Working Drawings"). Tenant shall, within five (5) business days attcrTenant receives die 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 sameto Landlord showing revisions required to eliminate such Design Problem (or Design Problems), If Tenant fails to notify Landlord within five (5) business days offer 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 end shall exist only if the Final Working Drawings are not consistent with tie Final Space Plain. IfTenant disapproves the Final Working Drawings because they contain one or mat¢ Design Problems, then Landlord shall cause Landlord's Architect to make the requested changes thereto to the extent required to eliminate such Design Problems and shall resubmit to Tenant such revised Final Working Drawings, with tie foregoing procedure to be repeated until the Final Working Drawings for the Promises art ultimately approved (at - deemed approved) by Tenant (as so approved, tie "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 Ilia "Construction Drawings". 1.4 Chances In the Final Snacc Plan stud Anoroved Wo idne Druwi ise, No Changes (defined below) may be made by Tenant without Vic prior written consent of. Landlord ((n accordance with Section 1.5t1, below); provided, (however, that Landlord may withhold its consent in Its sole and absolute discretion to any Change which in Landlord's Judgment ere 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 Tenaut "Citangos" means, collectvely: (a) any changes, modifications or alterations in either the Final Space Plan or the Approved Working Drawings or In die Tenant Improvements for the Premises contemplated thereby or (b) any modifications or alterations to the Final Working Drawings requested by Tennnt is accordance with Section 1.3 above (or otherwise), other than any such changes, modifications or alterations that are mqulred in order to eliminate a Design Problem, 1.5 Landlord's Review. L5.1 Any approval orconsant ofLandlord hereunderwith raspect to any portion or component orthe Construction Drawings or dic Tenant Improvements shall be granted or withheld on the basis of such standards as Landlord shall establish in good Will From line to time. Landlord has established (or may establish in the Future) Building Standards for die components to be used In the construction of the Tenant Improvements in ilia Premises ("Building Standards"), The quality of all Tenant Improvements shall be equal to or of greater quality than the quality speoidcathins or ilia Building Stmida'ds; provided, however that Landlord may, at Landlord's option, require die Tenant Improvements to totality With specific Building Standards. Landlord reserves the right to promulgate, establish, modify, delete tram, and make other changes to the Building StandmtYs Bunn time to time. 1.5.2 Landlord's review of any matters (Including, without limitation, any requested Changes), ns sat forth to this Work Letter, shall be solely for the propose of protecting Landlord's interests hereunder, and shall not haply Landlord's review or the same, at, obligate Landlord to review the same, for quality, design, Code compliance or other Zile matters, for the bmreft or Tenant or any other party, and Landlord shall not he responsible for any onhisslams or errors contained in any such items. SCC'f)DrN 2 COST OF T1IE TENANT IdiPROVEAI ENTS 2.1 Alluen l loll orCosts: A llmvanec Amount; Tenant Iinm'ovement Cosr; 211 Sub)ecl to the provisions at'this Work Letter, Landlord hereby granlai Tcuunl lire ilia Tenant Inhpmvemcm Costs (defined below) cm anotuu (ilia "Allowance Amount") equal to $77L840,si (i.e.. $40.00 per RSF in the Initial Prenlisas). Tenant shall hear all ,s01 ir' C'hlr Cemer Dr— C/p, nfSrnrto ul na Leave I fixhibil C 80A-350 L:E/CII7k5FBI Tenant Improvement Costs (defined below) (and all other costs or expenses incurred by Tenant in connection with the design and construction ofthe Tenant Imp rove Ilia pis) in excess of the Allowance Amount (1%xcess'fenmm Impruv(nwnl Costs") in occoldanoe with Ilia 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 disbmsemenl in connection with the design and consh•ue lop of the Tenant Intprovemeols, 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" ntcnas the qualified licensed architect designated by Landlord Dart time to time as Landlord's Architect. 2.1,2 "Tenant Improvement Costs" means ilia following; (i) the fees of the Architect and the Bngineefs In excess of the Space Planning Allowance; (Ili) Landlord's customary supervision red (the "Supm•visioo Fee") in an muounlequal to three percent (N) of the total Tenant Improvement Costs (excluding die Supervision Fee); (iii) all fees and costs incurred by, and the cost of documents and materials supplied by, Landlord and Landlord's consultants lit connection WRI, the preparation and review of file Construction Drawings; (lv) the cost of any changes or modifications In or to ilia Common Areas or Basis Building when such Changes are required In connection with the Tonant Improvements (which shall Include, without limitation, any modifications or alterations to the path of travel fromho public transportation and public right""-wny, parking and restroom areas, that are required to cause the same to comply with any applicable Codes); (v) the cost of any Changes to Tile Construction Drawings or the Tenant Improvements required by Code; (vl) ail costs of (or relating to) construction orthe Tenant improvements (without regard to the amount of file Bid Estimate or Landlord's estimate of total Tennnl Improvement Costs), Including, wifitoul limitation, testing and inspection costs, trash removal costs, parking fees, after-hours utilities usage, and contractors' fees and general conditions; (vii) tie cost of cable and other telecommunications lines Installed as poi 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); (vi(I) pion check, permit fees, license fees, Title 24 fees and ose taxes; and (Ix) the cost of installing Building Standard window coverings; and (x) the costs of the team)[ 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 ofsuch walls as designated by Landlord, 2.2 Payment of Excess Tenant Improvement Carta by Tenant. Prior to commmncemant 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 entice Estimated Excess Tenant Improvement Cost (defined in Sectign 3.2 1 below), If at any time during die course of performance of the Tenant Improvements, Landlord In good Ihfth determines that the Excess Tenant Improvement Costs to be Incurred In connection with performance of the Tenant Improvements will exceed the amount of sty 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 antount of such excess. Any failure by Tenant to pay to Landlord Any amount required to be paid to Landlord under this Suction 2.2 (or under Section 2.3.2 below) within the time periods specified shove shall be treated as failure to pay Real when the same is due under the Lease, and notwithstanding anything in this Work Lotter or die Lomas to the contt•ary, (a) Landlord shall hove the right to require the Contractor (defined below) to discontinue its Performance of the Tenant Improvements until such time as Talent complies with the requirements of this Section 2.2, (b) any delays associated with any such discominumcro shall be deemed Tenant Delays (and shall not, in oily case, constitute Landlord Delays) and (a) Landlord shall not be liable to Tenant for tiny additional costs, lost profits, lost economic opportunities or any form of consequential damage which may result from any such discontinuance by Landlord under this 5ecll2n 2 2. 2.3 Disbursement; Reconciliation Or Costs. Landlord shall have flee right to disburse the Allowance Amount together with all Deposits previously mode by Tenant (collectively, the "Tenant Credit Amin tint") for such Tenant Improvement Costs end in such ruler as Landlord shall determine. Following final completion of fine Tenant Improvements, Landlord shall reconcile lba "TI Cost Reeoncil)ntion") the total'fenenl Improvement t Costs incurred or disbursed by Landlord hereunder with the Tenant Credit Amount. 2.3.1 If the TI Cost Reconciliation indicates [flat the total Tenant Improvement Costs Incurred or disbursed by Landlord hereunder exceed ilia Tenant Credit Amount, Tenant shall pay in cash to Landlord, the Amount of the excess within three (3) business (Joys of Landlord's written request therefor. 2.3.2 If the TI Cost Reconcilhuion Indiontas that the Tsio tit Credit Amount exceeds die total Tenant Improvement Costs Incurred or disbursed by Landlord hereunder, then: (A) to the extent of any Deposits made by Tenant, Landlord shall promptly rcavn (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 die extent that the 'I'I Cost Reconciliation indicates that Allowance Amount exceeds the Iota] Tenant Improvement Costs incurred or disburser] by Landlord hereunder (may such excess the "Unapplied Allowance Amount"). then Tenant shrill have the right, exercisable on or before the first (I") anniversary of the Commencement Date to deliver u Disbursement Request (together with oil of the other items described In .599ton 2.3.1above) requesting: (i) disbursement of funds from Ilia Unapplied Allowance Amount ]br (i) Tenant Improvement Costs paid directly by Tenant; (11) disbursement of up to M3,211,00 (i.e., $/0.00 per RSF in the Initial Promises) ti•oen tie Unapplied Allowance Amount for FF&E Costs (defined below) Incurred by Tenant; and/or (ill) disbursement crop to 06 / i) (i.e.. $,.00 per RSF in the Initial Premises) treat die Unapplied Allowance Amount for Cabling & Moving Costs (defined below) incurred by Tenant; provided the, for the avoidance of doubt, Landlord shall have no obligation under [his Section 2.3.2 or otherwise to: (A) disburse any amount in excess of the Unapplied Allowance Amount, (B) disburse more [hall the amount specified in clmrse (li) above or rw Costa. (C) disburse more than the amount specified in clause (ill) above for Cabling mud Moving Costs, (D) disburse uny funds train [ha Unapplied Allowance Antonin for which Tennnl ties( requests disbursement on or after the first anniversary of Ilia Commencement Data. "FF&E Costs" means costs Incurred by Tenant for lbriliftu•a, fixtures and equipment and cabling lair the Premises, and "Cahfing & Moving Coats" means costs incuns:d by Tenant Ibrcabling installed in the Premises and ur for Tenant's move into the Promises. 2.3,3 Nmwilhslunding anything to the contrary in this Work Lefler (or in any other provisionu of this Lease), if the Allowance Amount exceeds the toad Tenant hnprovemenl Costs incurred or disbursed by Landlord hereunder plus any amounts disbursed to Tenet undor Section 2.3.2 above, Tenant shall not be entitled to tiny credit against re abalumom or Ron[. ,PP( fpCAdr Cnrrna• Ur —Clip nfSnn(n d un Lnree Exhibit C 80A-351 EXHIBIT 1D SCCTION 3 CONSTRUCfION•DELIVCRV OF PRESMEN• SUBSTANTIALCOMPLETION ({INCH LIST ITrMS 3.1 Petmlit., 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 bullding and other pewits and approvals (collectively, ,Permits") (If ony) necessary or required (In Landlord's good faith discretion) for the Contractor to commence, perform and fully complete the construction of the Tenant Improvements, Netdner Landlord nor any Landlord party shall have any obligation or liability to Tenant If any Pennit (Including, without Iluiltalion, oily building permit, certificate o roccupancy, or equivalent) Is not timely or otherwise Issued. 3.2 LandIQlVii Selection and Retention of the Contractor. 3.2.1 Landlord shall submit (he Construction Drawings for die 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 shell 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 01) ilia Tenant Improvements such as tirellife safety, PIVAC, structural and electrical work. 3.2.2 Landlord reserves the absolute right, without the need for consultation with or the consent oFTerlalli, to !emirate the Contractor for nonperformance (as determined in good faith by Landlord) and in such case Landlord may select another general contractor to complete the Tenant Improvements. Notwithstanding any provision of this Work Letter to the contrary, Tenant hereby waives all claims against Landlord, and Landlord shall have no responsibility or liability to Tenant, on account of any nonperformance or any misconduct of my Contractor (or any subcontractor thereoq for any lesson, 3.2.3 If the Tenant Improvements shall constitute "public works: pursuant to Labor Code 111720.2, the following shall apply: (a) Landlord shall require the Contractor to comply with (and to oause 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 oppropriate work classifications In all bid specifications and subcontmcig, (b) Landlord shall require the Contractor to flusish all subcontrnctots/wnployees a copy or the Department or Industrial Relations prevailing wage rates which Lessor will post at the Job site. For further information on prevailing wage: Afro•//www dlrc�eov/dial tatistics imitorchhtml (a) Landlord shall require the Contractor to oomply with (and to cause Its subcontractors to comply with) the payroll record keeping and availability requirement or§1776 of the Labor Code, (d) Landlord shall require the Contractor to (and to cause its subcontractors to Lessor/cmltroctur to) make travel and subsistence payments to workers needed for performance of work in accordance with the labor Code. (a) Prior to Commencement of work, Landlord shall require the Contractor to contact the Division of Apprenticeship Standards and eoniply with § 1777.5, § 1777,6, and § 17717 of the Labor Code and Applicable Regulations, 3.3 Dclivcry of premises' S bstnntial Completion Punch List Its. 3.3.1 Delivery et' Premises, Landlord shall deliver the Premises to Tenant upon Substantial Completlon of the Tenant Improvements. Subject to Landlord's obligations under this Work Letter (including Landlord's obligations to perform (m•cause to be perfonnod) the Landlord's Work and to construct (or cause to be Constructed) die Tenant Improvements in accordance with the Construction Dinwings) and to all of Landlord's other express obligations under the Lease (including, under Section of the Lease), Landlord shall have no duty or obligation to improve, or pay for tiny improvement for, the Promises or any portion thereof and Tenant shall accept the some in Its Tennnt shall accept the Promises in N. then existing condition on the Delivery Date, "AS-08", "WITH ALL FAULTS", 3.3.7 "ubstmlllnl Cmmliletion. Por purposes of Oils Lease, "Substantial Completion" shall occur upon (and the Promises shall be "Substantmlly Complete" upon) (he substantial completion ofconstruction of the Tenant Improvements pursuant to the Approved Working Drawings, as evidenced by a "signolT' an the building permit card by an Inspector of the applicable govenumemal authority (typically (he oily in which the Building is located), with die exceptun of oily punch List Items (defined below) and any tenant fixtures. workstations, built-in furniture, orequlpment to be installed by Tenant or under the supervision of Contractor. 3.3.3 Pouch Lisl (tcmg. Alter the Substantial Completion by Landlord of the Tenant Improvements. representatives of Landlord. Tennnt and the Conuuc(ur shot[ completely inspect the Promises and complete a list (ire "Punch List") or all Punch List Items (defined below). Authorized representmivcsofLandlord. Tenant tint] ilia Contractor shnllexecute said Pariah List (aIndicate their approval thereor, Landlord shall cause the Coatnrclor to complete all Punch List Items described oil the Paich Llalaa soon as reasonably possible following die approvol orsuch Pat all Llsd. As used hewin, "I'it ❑c11 List II cats' in cans all items et' cc astru ct ion which enroll one or more details of co nsa9llion. decoratial, mechanical adjustment or ins toIIoil 'In thin do not meb nutty and ndvaseiy afrect Ilia ase gild accupon cy of any portion aFthe Premises lb r the normal conduct orTensnt's business. 301 11,Civic Center Dr-CI(r of Snnm.l nu nano ENNhit C 80A-352 EXHIBIT I 3,34 Asslanment of Warranties, Effective upon completion of the Tenant Improvements, Landlord shall asslgn to Tenant all warranties and guaranlias by Contractor relating to the Tenant Improvements, and Tenant shell waive (slid hereby waives) nil claims against Landlord relating to, or arising out of the construction of, the Tenant improvements, , ECOON 4 TIME: DELAYS 4.1 'rime. CIA Tilnc of the Usence In 2:124 Work Letter. Unless otherwise indicated, all references herein to a "number of days" shall ineat and refer to calendar days. in all instances where Tenant Is required to approve or deliver an Rest, if no written notice of approval is given or the item is not delivered within Ilia 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 Lorain, oil references to a `reasonable period" contained In this Work Letter shall mesa a reasonable amount of lime to respond to die request or submission in question, taking into consideration all of the circumstances reasonably related to the amount ortime required, assuming reasonable diligence; provided, however, In no case shall such period overlie less than tivc'(5) business days, 4,1,2 Time Deadlines, Tenant shall use its hest, 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 Dclays. 4,2,1 Tenant D' , A'Tenant Delay" means any delay as a direct, indirect, partial, or total result of any act Or omission of Tenant or any ofTanont'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 or the provisions of this Work Letter or of the Lease; (c) any Changes requested by Tenant; (d) any requirement of TerimuL far materials, components, finishes or Improvements which are not available within a commercial ly reasonable period, or which are different from, or not included in, ilia Building Standards; (a) changes to the Base Building and/or Building Systems required by the Final Space Plmn the Approved Working Drawings (or any Changes); (Q any unreasonable interference by Tenmit or any orTeiant's Agents with the performance ace of ilia Tenant Improvements; or(g) any otherevent 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 railure (flor any reason other than a Tenant Delay or a Force Majeure Delay) to approve any matter requiring Landlord's approval under this Work Letter villhin the chile period therefor set forth in this Work Letter; (b) material and unreasonable interference by Landlord or of any of Landlord's employees, cgntractors or agents (except as oOiowise al lowed under this Work Letter) with Tenant's perfarmnnco of any of its obligations under Nis Work Letter; or (c) any other Failure by Landlord, which pursuant to the teats of this Work Letter Is deemed a Landlord Delay. Notwithstanding any proviaioa of this Work Letter to the contrary, In the event that Tenau claims that it has suffered a Landlord Delay, Tenant shall, Asa condition of the effectiveness of rite claimed Landlord Delay, within three (3) days of its discovery of the claimed Landlord Delay, notify Landlord in writing of the existence ofthe claimed Landlord Delay end the probabloestinioted duration orsuch claimed Landlord Delay. U.3 Force Alaieure Delays. A "Vo•ce Hlajcurc Delay" scans any: (a) actual delay attributable to any strike, lockout or other laborer industrial disturbance (whether or not on the part of the employees oreRher party hereto) other than any such disturbance caused by or related to any default or activities of Tenant or any Tenant's Agents (ifciainied by Tenant) or of Landlord or any of Landlord's agents, employees or conanclors (if claimed by Landlord), (b) actual delay caused by tiny civil disturbance, act or the public enemy, war, terrorism, riot, sabotage, blockade, or embargo, (a) actual delay attributable to lightning, earthquake, fire, storm, hurricane, Orlando, hood, washout or explosion, or (d) actual dairy caused by goveriummtal delay, In die issuance of the Permits not due to die Fault or negligence of Tenant or any Tenant's Agents (i rciaimed by Temuu) or gross negligence or wililld misconduct of Landlord (if elolmed by Landlord), or (a) tiny delay due to any other similar cause beyond [lie reasonable control or the party from whom perfonuance is required, and beyond the reasonable control of'its contractors and representatives (including, without limitation, In the case of Tenant, the Tenmu's Agents). Notwithstanding any provision or this Work Letter to the contrary, in die event lhal ray paity claims that it has suffered a Force Majcurc Delay, such party shall, as u condition of die edlbetivenes; Or such Force Majeure Delay, within three (3) clays of discovery of the source of such delay, notify the other party beret.) in writing of the existence OF such Force bl ajeure Delay, the nature oLdie steps being taken by such party to minimize such May and the probable estimuted duration of such Force Majcure Dolay, ECfiON 5 GENERAL PROVISIONS 5.1 Representatives, 'Tenant has designated DCBORAH SANCHEZ. CCONOMIC DBVELOPMENT SPECIALIST' III as Its sole rcpreseluutivc with suspect to tile,, content; sat larch in this Work Litter, who, until further notice to Luudlurd, shall live full authorityand responsibility to act on hchaffol'ilia Tennm as required in title Work Letter. Landlord has designated Tcd Eisclak as Its sole representative with respect to the matters set fmih in title Work Lotter who, until furdler notice to Tenant. shall have fill authority mid responsibility to act On bchalfof the Landlord as required in this Work Lcaor 5.2 Tgrmnt's Igntiv into the Prentlsps1'rfor to Substantial Cmnpl t'nn, provided [hot Tdotlat And TcosnnCs Agents du not interfere In any icspact with Contractor's work (or perrornanco orthe Tenant Impruvements) in ilia Building and the Premises, Landlord shall allow Tcnmt ruaaonnble LICCeaa to Ole Premises lit least thirty (TO) days prior to the Sub,ofloOal C'onapletion Ibr ilia polluted of Tenant installing over 01 tt'Chie Cower D1--0ToJ'SauW Urn Lerne 4 gxhibilC 80A-353 EXHIBIT 1D standard equipment or fixtures (including Tenant's data and telephone equipment). Not less than rive (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 thiing end 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 hrde lnif�, protect, defend and hold Landlord harmless fron and egahast any Claims resulting in any way from any such entry, 5.3 Xs 'a Agents Red Cunstructtnn Matters, Tenant's Architect, the Engineers (If any) and all subcontractors, laborers, materialmen, and suppliers retained directly by Tennnt (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, materiahnen and suppliers at the Premises, Building and Project slid, 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 Southem California Chapter of line Associated General Contractors of America, Subjeot to the provisions of lids Work Letter, Tenant shall: (a) timely pay in full all charges of each Tenant's Agents, (b) shall, on demand from Landlord, eliminote of record and satisfy in full all mechanics IIans, slap notices as similar liens or encumbrances on the Building asserted or filed by any Tenant's Agent, (a) prior to any entry into the Building by Tenant or any Tal unt'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) lodem illy, defend, protect and hold Landlord harmless fhoni any Claims, Damages and Coats asserted against or Incurred by Landlord in connection with rho Construction Drawings, any act or omission of any Tenant's Agent, or in connection with Tenant's non-payment of any amount wising out of file design or construction of the Tenant improvernenla. Tenant shall comply in fill] (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 Mils Lease, if an Event of Default, or a default by Tenant under this Work Letter, has occurred at wry time on or before the Substantial Completion, then: (a) In addition to all other rights and remedies granted to Landlord pursuant to die Lease, Landlord may cause Contractor to cease the construction 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 icon any such work stoppage shall be Tenant Improvement Costs), and (b) all other cbligations of Landlord under the tams of this Work Letter shalt be suspended until such time as such default is cured pursuant to the terms of the Lease, Nal IPC7r'Ie Cenler fA•—CIO, nf'Snnfa kw Lcrrse exhibit C' 80A-354 EXHIBIT 1D Ti III eouu • J y.. � � Y,. Ill,; ` I��,��.i F�'{ {it i �; !y'� �_' 4 T ..1 $ w � o. �.!_,= c � • rJ ,,... Irl$?S {i i it ;:µ (�('ej IR e V a � I..r,;._! :�, .:`:.r + �.• {�,;." Mile fl Jnl� ltl. �,lv, �{I�II�f. i Ii�� pN pry o.:�e y qq�Jj i•r� Jk(!'`•!� �`ii r! Lyj 4 �� � ).i:.r.. :Y �.IrP'_. "' r•. jil ,J F it', S lelrl'P r,l Soli Il�ir a k'.:._r—.I : it s . . •.: tl 50 N fl4° I q""ztr a t •, • :'''Ft:;*eJ'•3„%.-.� . �'9s, r'r;t�y•i''�+f I�';�.'''! ;!"•.'f°,;'fig �E.,�: -.t. i-.1, ' ` �•` 1 'c p,. R o� i�rj T II r t ^I--P. itl yiLLi.lb.!!� .,:j!'..u.yrA.:c". ' AQ • ^:': )::: ,: el a r.il. '' J'q.:.l•..,,%.T.;:..,li{..,.f:.,_fl 1 t t.uy ii!` 1 h�rll � tl, I t i I �;I{;'I'�•{%t�.�1,�. rl.Ili a���!l 'iil y!lniM'; G) r. 41( i ';!;' •1= i ! �. ;�r�t��";•: h1$%IiI. J.q{?:, ::?:.!tel l•;ii !Ati'1! a0? i i);il�t°' I .i J i'r rli•!r! 't7to !1 ` ti l,t� I!! i Y I. l 61, 1 Ilr a� ":::: I•i � i i I( I t M1 � t•. r l i: l� t 1 1 1' 1 '•:r� t l� ' 1 ilirli. ri :rl i t�lll ll! til�:'i��''i l'I BI ',I�•+ I 80A-355 EXHIBIT" 1D Y ow. 1, E I 9a ;�....,.rf ;i' it f i I r ai"•: �� + Via! + w 80A-356 EXHIBIT 1 D KIIEPLILE "C•2,• IN_ lURANCE REOLIMELVIENTS General Coverages. All orTenant's Agents shall clury worker's campcosallon insurmce covering all of their respective employees, and shall also carry public liability Insurance, including property damage, till with limits, lit form and with companies as are required to be carried by Tenant as set forth In Article I I of the Lease, Snaclal Cover^noes. The 'tenant Improvements shall be Insured by Tenant pursuant to Article I I of the Lease Immediately upon completion thereof, All orTenanPs 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 lit aggregate, primary mttonhohile liability Insurance with limits of not less than $1,000,000 per occurrence, and worious' compensation as required by Inw, and in Ibrm and with companies as are required to be carried by Tenant as set Pottle in Article I I of the Lease, Ccn;ral Terms, Cerdflentes for all insurance carried pursuant to this $shcdule "C•2" shall be delivered to Landlord before any entry into the Project by Tenant or any Tenant's Agent. All such policies or insurmace must contain a provision that the company writing said policy will give Landlord thhly (00) days prior written notice orally cancellation or lapse of the effective dale or any reduction In the amounts ofsuch insurance, lit 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 orthe foregoing Insurance coverage In force until the Tenant 6nprovemems fire fully completed and accepted by Landlord. All policies coaled under this Schedule "C-2" shall insure Landlord and Tenant, as their interests may appear, as well as Conti -actor slid Tenant's Agents. All insurance, except Workers' Compensation, maintained by Tenant's Agents shall preclude subrogatlon claims by the Insurer against anyone insured thereunder, Such Insurance shall provide that It is primary Insurance as respects the Landlord end 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 indemnitication of Landlord by Tenant contained In this Work Letter, 801 IV'C'fH'r Center Or—Clry nfSnnur,4rrn Grad Schedule C•2 80A-357 EXHIBIT 1® EX61161T" I RULER AND RrGULATIONS Tenant shall faithfVliy observe and comply with the following Rules and Regulations (including, bill not limited to the General Rules, Ilia parking Rules and the Rules offlic 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 othcrand fbrdhor reasonable Rules and Regulations as In Landlord's judgment may front time to dine be necessary for the mlmngement, sorely, can and cleanliness of Ole Premises and die Project, and for die preservation argued order therein, as well as roe Ilia convenience ofolhar occupants and tenants therein. Landlord shall not be responsible to Tenant for the nonperformance of any of said Rules and Regulations by nr otherwise With respect to die Hats or omissions or any other tenants or occupants of the Project, Landlord may waive any one or shore of these Rules and Regulations roe the benefit crony particular tenants, but no such waiver by Landlord shall be construed as a waiver afsuch Rules and Regulations in favor orally 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 Chase Rules and Regulations and to have agreed to abide by tlhenh as a condition of its occupancy OF the Premises, In the case ofany canllict between tliese Rules End Regulations and the Lease, the Lease shall control. I. GENERAL RULES 1. The sidewalks, driveways, enh•onces, 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 owwnings or other pmjeclion shall be attached to the outside walls of the Project without Landlord's prior written consent, 7. The sashes, sash doors, skylights, windows mid doors that reflector admit light and air info the balls, passageways or other public places in Ilia Project shelf not be covered or obstructed, nor shall Say bottles, parcels or other articles be placed an Ilia windowsills. Neither the interior nor die exterior crony windows shall be coaled or otherwise svnsereeoed without Landlord's prior written consent, If Tenant desires window curtains, the some must he ofsuch uniform shape, color, material nod make as may be prescribed by Landlord. 4. Without Landlord's prior written consent (in Its sole and obsolute discretion), no sign, advertisement, notice or video shall be exhibited, projected, displayed, painted or, affixed by Tenant on tiny part of the Premises or Project so as to be seen from the outside of, its Premises. III the event of Tenant's violation or the foregoing, Landlord may remove die same without any liability and may charge the expense incurred in such removal to Tenant, All Building standard signs whether on doors, directory tablets or elsewhere, shall bIl inscribed, painted oraffixed Ibr Tenant by Landlord at die expense of Lnndlord, and shall be of aaize, color and style acceptable to Landlord. 5. The bulletin (ward or directory orthe Project will be provided exclusively fur the display of the name and locution of Tenant only; and Landlord reserves the right to exclude any other names therefrom, and each and every name fit addition to the name of'renmit placed upon such bulletin board or directory, shall be subject to Landlord's prior written causedt (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 far any reason (except that any such relocations or removals at Landlord's request, unless such earnest is based upon Tenant's breach of [lie Lease shall be paid for by Landlord), and Tenant shall pay roe the removal of any such listings or representations upon its departure flnm its Premises, 6. All doors opening onto public corridors shall be kept olosed, except whop being used for ingress and egress. 7, 1'enmu shall not mark, paint, drill or bore into, cut or string wlrea in, lay linoleum or other floor coverings, In, or in tiny way detbco any pall ONES Premises or the Project, except with Landlord's prior written consent slid as Landlord may direct, 8. 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 Tonont, nor shall any changes be made In existing looks or the mechanisms thereof Tenant must, upon the termination of its tenancy, give to Landlord nil ke-vs pertaining to Ilia Premises and the project, and in the event of the loss orally keys so furnished, Tenant shall pay Landlord the cost of replacing same or changing the lock or locks opened by such lost key(s) IrLandlord shall deem it necessary to make Stich chmlge. 91 No window ur Other oil- conditioning tin Itenling units or other similar apparolos shall be installed at, used by Tenant withonl Landlord's prior written consent, 10. The water and wish closets and other plumbing lixWeVe shall not be used Air any purpose Oiler than those for which they were constructed and no sweepings, rubbish, rags Or other substances shall be tluoov therein. Tenant agrees to prevent the overflow or release of water A-onh bathrooms nr kilcheils. including but not limited to Collets, sinks, k)teihan appliances, and Other water receptacles. All dannges resulting float Airy 111150sc Of Ilse fixulmS by, nr overflow or mlease or Water caused by, Tenon or Its servants, uniployces. agents, visitors or licensees sash lie burac by Tenant. If. Tenant shall: (it) clean nod dry visible moisture on windows, walls, and other surfrecs, including personal propely as soon me possihte. (b) rogulurly clean and sanitize kitchens and outer surfaces where water, nulistu•e cotdensmlon. raid mold can collect shall be mgulaiy creamed and sanitized and (c) limit the tvnlering afany indoor plants. Telnpt shall not obstruct or fnhpede fresh Sir supply la Aler e, sit - conditioner or heeler duuts. Or regular air tow and circulation throughout finalises, Tenant shall report any of the Iullowing to Landlord within forty-efght (48) linurs afer'feumu ties( becomes aware of the sumo: (1) non working ran, healer, air conditioner or ventilation systems; (11) plumbing looks. drips. swuatlng pipes. and/or wet spots: (iii) ovcrllonvg front bathroom, kitchen, nr other facilities. Inchrding, 841 WCSdr Crnrer Dr —CIO, gl'Santo Ann Lend -I- fixhibit D 80A-358 EXHIBIT 1 D but not limited to, labs, showers, shover enclosures, toilets, sinks, kitchen appliances, or other receptacles of water, especially in cases where die overflow may have permeated wells, Roo rs, callings or fixtures; Qv) water intrusion Into die Premises or any kind; (v) nay mold or block or brown spots or moisture on surfaces inside the Promises; (vi) broken plumbing systems or standing water ncarslructures within the Premises; and (vli) any odors consistent with mold grawdt within pie Premises. 12, All removals from, or carrying in or out of, the Project of any safes, freight, funilture, heavy or bulky matter of any description, must take place only prior to 7r00 AM, and/or One 5;31) PX on days other than Saturdays, Sundays and holidays (no moving being permitted on Saturdays, Sundays or holidays without special pemdssion) and must be made upon the previous written notice to Landlord and under pie supervision of Landlord or is agent(s), and pie persons employed by Tenant to perfbnn such work must be acceptable to Landlord, Tenant shall be responsible fbr any damage to the Premises and Project caused by or resulting froin any such activity, Landlord reserves Via 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 henvy or bu Iky equipment or articles, the weight of which may exceed the floor load for which pie Project Is designed, or such equipment or articles ss may violate any orlhe provisions of the Lease. Tenant shall not use any machinery or other bulky articles in the Premises, even though is Installation may have been permitted, which may cause any noise, orjar, or Iremor 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 explosivefluid, chemical or substance, except for a reasonable quantity of such material reasonably necessary for the conduct ofTenant's business. 14. The Premises shall not be used for manufacturing or for the storage or merchandise except as such storage may be incidental to the, Tenant's use of die Premises for the Permitted Use, Tenant shall not, without Landlord's prior written consent, ocoupy or permit any portion of the Premises to be occupied or used for the manufacture or sale of Ilquor or tobacco In any farm, or as a barber or manicure shop. The Premises shall not be used for lodging or sleeping or for any immoral or Illegal purposes. 15. Tenant shall not make, or permit to be made, any unseemly or disturbing noises, or distort) 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 or doors, windows or skylights or down passageways or common corridors. 16. No bicycles, vehicles or animals of any kind shall be brought Into or kept in or about the Premises, and no cooking shall be done or permitted by in die Premises, except that Via preparation of eoffac, tee, hot chocolate and similar items far Tenant, Its employees and visitors shall be permitted provided such activities do not otherwise violate tie Lease, Tenant shall not cause or permit any unusual or objectionable odors to be produced In or o amate. ft•om the Premises. 17. There shall not be used in arty sputa, or in die elevators, common corridors or public halls of die 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 Jaihorint, maintenance, construction or similar work In any part of die Project without Landlord's prior written consent. Any person employed by Tenant to do janitorial, maintenance or similar work with Landlord's consent shall, while in the Project, be subject to and tinder 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 sets ol'such persons. 20. Landlord shall have ilia right to prohibit any advertising by Tenant which, in Landlord's opinion, tends to impoir the reputation of the Project or its desirability as an afflce building, and upon wrinan 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 some, 22. Landlord reserves the right to control access to the Project by all persons after reasonable hours of generally recognized business days and at nil hours on Sundays and legal holidays. Tenant shall be responsible For all persons for whom It requests aver -hours access, and shall be liable to Landlord for oil acts and omissions afsuch persons. Landlord assumes no responsibility and shall not be liable for say drainage resulting fmnf the admission of oily unauthotized person to the Project. 23. Landlord reserves the right to exclude or expel drain die Project any person who, in pnejudgmenl of Landlord, is intoxicated or under the influence ofliquorurdrugs, orwhoshall Inany mannerdoany not Inviolation t theseitulesandRegulations• 2:1• Tenant shall not suffer ar pormlt smoking or carrying of lighted cigars or cigarettes in areas reasonably designated by Landlord or by epplienble governmental agencies ns nonsmoking areas, 25, Tenant shall comply with nil satiety, Ore proteutlon and ovacuolion rogulliduns established by Landlord or any applicable gmemiumital ngency. 26• Tenant assumes all risks from thell. or vandalism end agrees to keep the Promises locked as any be required. 11, PARNING [211LtiS. 1111 IPCirir Cenlrr Dr-(rip•aJ'Snnru Irw 6an,rr -1 fxhil,itD 80A-359 EXHIBIT 1D The following parking rules and regulations ("Parkins Rides") shnlf 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 pocililies. I. Parking nreas shall he used only for parking vehicles no larger than full size, passenger automobiles herein called "J'enmftt,�;; Vehicle •" Vehicles other than Permitted Size Vehicles are herein referred to as "Qyyrsized Vefljglgg." 2. Tenant shall not pemtlt or allow any vehicles drat 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 (bail those designated by Landlord for such activities, 3. Parking stickers, access cards or identification devices shall be the property oftandlortl, and shall be returned to Landlord by die 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 establlslhed by Landlord for Vie loss of such devices. 4, Landlord reserves die right to: (a) refuse the sale of monthly identification devices and/or parking across 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 Odes, regulations, laws and/or agreements) to use this 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 ol'fsite locatan(s), slid to reasonably allocate them between compact and standard size spaces, so long as the some complies with applicable laws, ordinances and regulations. 6. Users of die parking area will obey Olt 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 Ia vehicles, injury to persons or loss of property, all of which risks are assumed by the party using the parking area. 9. 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 Sim Vehicles, The maintenance, washing, waxing or cleaning of vehicles In the parking structure or common areas of the Project Is prohibited. Turant shrill 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 or its Employees, agents and invitees comply with all applicable parking rules, regulations, laws and agreements (including, wilhaul titillation, these Parking Rules). 11, Such parkhrg 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 ei ipfoyees park in reserved spaces leased to other tenants, or In stalls within designated visitor parking zones. 13. Tenant shall, upon request of Landlord fi•um time to time, Hrrnlsh Landlonl with a list of the names of its (rend ins Transferee's) employees and vehicle license plate numbers. 14. Persons using the Parking Facilities shrill 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 pointed stalls, and no vehicles shall be parked in areas which are posted or marked as "no parking" or oil romps, driveways and aisles, Only one (1) penniuod Size Vehicle may be parked in a parking space. In no event shall Tenant interfere with die use and uQoyment of the Parking Facilities by olber tenants of die Building Or tcir 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 asstgn or sublet any orthose spaces, either voluntarily Or by Opernion of Inv, without die prior written consent of Landlord, except in connection with All authorized assignment of dais Lease or• subletting critic Premises. 16, Yuantagreestonotilyitsemployeesnndvisitors(andItsTransferees)oftherequirenhcntsoftlseseParkingRulesastilesomearenhodified Iron, time to time, and assumes responsibility fur compliance by its employees and visitors (and its 'transferees, and their employees and visitors) with these Parking Rules as the same are modited fronh time to Limo. Tenant nufnarixas Landlord to tow away from the Building and/or Parking Facilities any vehicle parked In vialatlnn of these Parking Rules, and/or to attach violation stickers Or notices to Ihose vehicles, fill RULIrS OFTHE SITE (CONTRACTOR'S WORK). Tile following rules and regulations shall apply to ally work perfbnned at the Project by or under the direction of'renanl or oily othar Tenant Potty. future commencement of any such ihrork. 'I'enmu shall deliver to Landlord a copy of these Rules of the Site (Connncuir's We executed by the coouvctor(s) performing such work. 11 The fulfuwing Rules of the Site fur C'untractor`s murk ("Rules or the Sim") shall govern the Operation of Contractor and C'ontmcasr's subcontractors, The terms "Owner" and "Owner's Represenhntive" mn the same farpurposas ofthis document load where used, rater to the Landlord). &ill Id'Chdc Csxfer Or—Ci7"nJ'Snnrm4rt° taesv J. gshibit D 80A-360 2. Within a roe so nab le time prior to the start Of oily on -site work, delivery of materials, equipment, or personnel, Contractor will submit to Owner the following: A- A complete set ofdrawiugs approved by Owner and subsequently by the City In which the Building is luau ed. B- A fully exeOLlted Indemnity Agreement (To Be Provided by Owner Upon Request). C- Corti Flcate of Insurance in a forms approved by Owncr executed by Insurance tomph nice acceptable to Owner, D- A fhlly executed Notiiicolion-Rules for Contrnetors (To Be Provided by Owner Upon Request), E- A job schedule orthe work to be accomplished, detailed by trade. F. A complete list of all proposed Subcontractors and suppliers. Owner must approve ail contractors and subcontractors before commencement o f their work. ta- The name slid phone number (including emergency phone numbers) orpersonnal 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 die Owner, Any proposed revisions or changes must be submitted to Owner in the font) of a change order, fo' 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 besubmitted, In writing, to the Owner forrevlew 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 ate quiet and peaceful enjoyment of Other tenants or accuponts of tha 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, Additlonally, Owner sholI hove no liability For may costs or expenses Incurred by Contractor (or Tenant) in connection with such rescheduling. S. 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 shut have no liability for any costs or expenses incurred by Contractor (orTenant) in connection with such delays. 6. Materials laid tool storage will be limited to die areas for which access has been granted. 7. Clean-up and rubbish removal shot] 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 rolooutc any materials causing an obstruction as directed by Owner, Contractor will not be allowed to place a dumpstcr on aite Oil a continuous basis during construction. Impotent note; The placement end location of rubbish dumpsters and bias 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 enforceuuent of building miss and regulations. 9. Connector 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.) Al no time will the Contractor be given exclusive reserved use ofthe freight elevator unless applied for by Conlractor End approved by Owner. Contractormay be afforded access to loading dock space mud hoisting facilities for limited use at such time during normal working hours as is prearranged with Owner, oral other times, with the consent or Owner and upon payment Of Owner's prevailing roe For alter -hours use and access. 10. Controciorwill be afforded unloading areas as prearranged with Owner. All materials unloaded at these areas will be moved to an cell or use Immediately slid shall not be storod m• used in a wily which adversely impnets use of the Building. III Conmelor (and Tenant) will be responsible for [lie security of its Own materials, equipment and work, and that of his subcontractors. Caaumctor will also he responsible for damage caused by Contractor or its subcontractors to die Project, Building and/or tenant areas, including- but not limited to the loading dock and indoor and outdoor public gross, freight elevators, etc. Any such damages will he promptly repaired to the Owner's satisfaction at sole cost or, Comnuutor, 12, Contractor will comply with all applicable codes, laws mad regulations pertaining to the work of Conu'ocu r, including all sofety end health regulaions. The Contractor shall supply the Owner with a Master List of all Hamdous Materials and their Material Salety Data Sheers (bl•S DS) upon delivery to the jub site. A discussion will then ensue penuining to the safe sttsrogo, bundling anti use al'lhese materials; ns well us the COnt'nclor's emergency preparedness plan for handling the containment And clean-up afpotentiol Ilazarulous Moturial spills. 13. Contractor will not engage In oily labor practice that ]'toy delay Or otherwise Impact the work orOwner or any other Contractor. 14. NO hose building systems will be honed all' or disengaged by Contractor or oily subcontractor without prior written approval and supervising by a represcntativu urOwner or its Agent. Said systems include but are not limited to sprinklers, electrical circuits, nir-hu oiling units, smuke fiends and water supply, Building electrical power Shut -downs tare allowed, with the prior written consent al'Oumher, on Smuixlays between 10:00 P.m. and 5:00 tun. Only. A request Ibr approval shall be made to the Pnhparty Mamiger lit lent ten I11f) drys bh advance. 801IVCtrrr Curavr Ur-00ry ufSw4nrinn Lease .4- ErhO+ir I) 80A-361 MI10.1115 •] Is. Doors to all work nmss, Including stairwells slid mechanical and electrical closets, will remain closed at all time. Propping doers open is expressly prohibited. 16, All Contractor and subcontractor personnel, Materials, tools curl equipment Ora to enter and exit the Bullding through the service elevator only. Owner may at any [into initiate it check la/check out system, or a badge system, for all people and material in the Building and one Contractor will agree to cooperate With any such system. 17, Before ordering material or doing work which Is dependent upon proper size or installation, (lie Contractor shall held verify all dimensions for accessibility with building conditions, and shall be responsible for sama. 18. Can tractor Shall not Permitted Bay Identifying sifli 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 outhorixa Connector's work as necessary so as to enable all work to proceed in a timely and "If -ordered fashion. Should Contractor perform work which would cause or require Owner to provide personnel to be present or otherwise perform any work, Contmotorshall reimburse Owner for Lire 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 dint 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 ndjaccut to premfsoa where Contractor's works being perforated shall remain flee of debris and materials at all times. 27. Contractor shall be responsible for all his actions on site as well as those or 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 emissions of Contractor or Its subcontractors, 24• If keys are required by contractors, they must be checked out from the Properly Management Office. No key will be distributed If proper identification is not provided. 23. 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 shod include explicit details and description of work mid allot not under any circumstances diminish die, structural integrity of the Building or die integrity of any of components or systems. The work is to be done only Willi the explicit written permission of the property Manager, and only on an "Off -Hours" basis, Such work is to be dune only under the direct supervision ofa competent member of the Contractor staff. Any such area is to he promptly repaired and returned to a fully functioning, complete, and clean condition, 26, All work is to be done to a minimum standard of quality as required by the Base Building Drawings and Specifications (to be made available by Oivner upon request), It is the responsibility or riie Corun ctur to be fully knowledgeable of the Base Building Drawings and Specifications. 27, All Life Safety Systems for the Building are to be maintained, end all of the Tenant's work is to be properly interfaced with and connected to the Base Building systems as required by Lows, 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 disconnectlon of life safety devices should be "foeseen" and the Property Management Office must be notified at least 24 hours In advance. Costs for false fire alarns due to contractors' or subcantruutors' negligence will be billed to and paid by the Contractor. All li fe-safety systems testing must be performed on an "after -bourn" basis and coordinated with the Buiiding 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 necessmily limited to the following: A - overtime or after-hours elevator usage a - utiiily usage for construction activities beyond standard power and water uSed in connection with general office uses C- extra and continuous clean-up of elevamrs and public spaces as required due to cansuvntlon activity: Contractor to provide the usual protection of existing improvements, and exercise cure and good sense D- extended or after-hours use of the loading dock 21). In addition to cleaning requirements described above. Contractor shall, in peaparadon Ibr substantial completion or occupancy or the prgjact by Tenant, perform front cleaning of Contractor's work. 30• When Contractor takes over an wren from the Owner, before cununcucing work Contractor shall ascertain dial the area is in a sore slid sanitary condition, and maintain the tuts as necessary (lit Its sots cost And expenac) iu a sale and sanitary condition and to a standard meeting all npplleable lasis and regulotiuns, 31. Ow'nar requires job progress meetings. Tine Contractor will attend with u representative authorized to speak and act on the Contractor's behnlr. Add Wine fly, ilia Contractor snail cull ly tire Owner ofscheduled job progress meetings. 801 NCAxa Ceiver011— My nJ'Sunut eina Lease .S- E,ehibitD 80A-362 EXHIBIT 1D 32. All work oron-site act! vityduringnon-nominl working hours will be coordinntcd in advunce with owner, 33, At no time will Contractor perform not! vides on the Project without the proper Insurance in force. 34. No radios or ather audio devices ale 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 aspeases 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 die 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 BuildingMansger at the Contractor's expense, Acknowledged and Agreed By: Date: 801 W C'Air CnrUur or-CYp• nJ'Snnm,-Ian Levee -A. Pshibit D 80A-363 EXHIBIT 1D EXHIBIT "E" ADDITIONAL RENT ePniti ts. 1.1 "Buse item•" (IIcons the calendar year specified in Ilem S.l ofthe Basic Lease provisions. 1.2 "Expense Veer" means each calendar year in which any portion of the Term or this Lease falls, through and including the calendar year in which die Term of this Lease expires. 1.3 "Property 'faxes" means all real property taxes, assessments, rem, charges, or impositions and other similar governmental a) quasi•gavernmenlal ad valorem or other charges levied on or attributable to the Project or Its ownership, operation or transfer crony and every type; kind, category or nature, whether direct or indirect, general or special, ordinary or extraordinary and all taxes, assessments, fees, charges or simllar intpoaltimis Imposed in lieu or substitution (podally or totally) of the same including, without Ihnitation, all taxes, assessments, levies, Charges or Impositions; (a) on any interest of Landlord or any mortgagee of Landlard in the Project, the Building, the Premises or in this Lease, or on the occupancy or use of space In the Project, ilia Building or the Premises; (b) (o) on any transit taxes or charges, business or license fees or nixes, annual or periodic license or use fees, perk and/or school fees, arts charges, parks charges, housing fund charges; (d) Imposed for street, 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 andlor services provided by governmental or quasi -governmental agencies; I on any possessory taxes charged or levied in lieu orreal estate taxes; and (q any costs or expenses incurred or expended by Landlord in Investigating, calculating, protesting, appeallog or otherwise attempting to reduce or minimize such taxes. There shall be excluded from Property Taxes all income taxes, capitol stock, (nhedtance, 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 or Property Taxes above or olhciwise shall be imposed in lieu orreal estate taxes or otter 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 repafr critic 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 die Project. I Salaries, wages and ether amounts paid or payable for personnel (including, without dilatation, tie project manager, superintendent, operation and maintenance staff, the Parking Facilities manager, concierge (if any) and other employees of Landlord) Involved in die maintenance and operation cribs Building or the Project, Including contributions and premiums towards fringe benefits, unemployment taxes and insurance, social security taxes, disaisflity and wmkrr's compensation insurance, pension plan contributions and sindhe, premiums and contributions _ which may be levied on such eateries, wages, compensation and benefits and the total charges crony Independent contractors or property managers engaged in the operation, repair, care, maintenance and cleaning of any portion of the Building or the Project. (c) Clearing expenses, including without thakadon,Janitorial services, window olemilng, and garbage and refuse removal. W) Landscaping and hardscape expenses, including without limitation, irrigating, trimming, mowing, fertilizing, seeding, and replacing plants, trees and hamiscape, (e) The cost of providing fuel, gas, electricity, water, sewer, telephone, steam and other utility services. (f) The cost ofalaintsining, operating, restoring, renovating, managing, reporting and replacing components orequipment or mechfamy, intruding, without limitation, heating, refrigeration, ventilation, electrical, plumbing, mechanical, elevator, escalator, sprinklers, fire/liPosnfely, security and energy management systems, inciudingserviea contracts, maintenance contracts, supplies and parts with respect thero(o. I The costs of providing access control services for, and super'visiah of, the Project. (h) Rental. supplies and other costs with respect to Ilia Operation ortha management office for Ilia Building. (i) All cost and fees for licenses, cerdrimes, permits and Inspections, and the cost Incurred in connection with the I'll plcnreInto t[oil Ofu unneportatfon system management program or similarprogrnm. (1) The cOsr orreplaccnicnt, repair, acquisition, installation and modification or: (A) carpeting and wall coverings, ceiling systems and fixtures in the Common Auras, and otter furnishings in the Coniumn Areas, (B) materials, tools, supplies and equipment purchased by Landlord which tire used In (he maintenance, operation and repair of the ProJcet, and (C) any odor term or fmprovements, additions, repairs, or mpincenruus to the Projeot or the systems, equipment or machinery operated or used in connection with die Prgjcctt provided, however, that will respect to the items described In clauses (A), (B) still (C) above which constitute a capital lien, addition, repair' or improvemou (Collectively "CapitalItems") ruder sound accounting anti properly management principles consistently applied and determined by Landlord, in each case the cost ol'sueh Capital Items shall he amortized (wilt interest at the IiI Rate) over file useful tiro the "Useful Life") orsucih Capital Ilan, as determined by the Landlord in accordance with sound accounting and property management principles consistently applied or Buell other period as shall be consistent with Insdludonnl Owner Practices. (k) Aumneys', nceountuuls' and cnnsultuals' Ices and expenses in connection with the management, opernden, administration. nnilfienonCo and repair Ville PrnJeat, including, but col limited ln, such expenses that refute to seeking or ¢bminhig reductions in or dill Welk* Cents" Ur—CityaJ'Snsm: bar Lenore -I. Gshltril E 80A-364 EXHIBIT 1D refunds of Property Taxes, or components thereof, or the costs or coil esling the validity of appI cat! I]Ly orally gave,, men IsI enachnenls which rally affect Operating Expenses. for le ri and ent Of ross reven ues of the I'V*01 (which she11 be grossed nbyrLandlOrd up to one hhund edtperrcet (100%) accupluic0l, in tin oncyton oal n IonnuOiI basis), erocill (will) out rlegole rd to whether acuml fees so paid aitgratop or less lion au oil amount. (nil) Sates, use and excise taxes on goods and services purchased by Landlord for the manngeme❑l, mahitennnce, administration a-operatio it of the Do 1 Id Ing or the Poject, (ti) Fees for local civic organizations and dues for professional trade pssocintions, (a) Payments under any covenants, conditions and restrictions pertaining to the Project or any eosement, license or orearathng agreement or similar instrument which effects the Project, Costs expenses Hazardous Materials, other th nabaten a tainvestigating nd re n dlationc sts ithtrespect tooFiatardo s Materimonitals actually known by Landlord (on thng, responding to, abating and e Effective Date) tc requite abatement and/or remediodon under applicable Environmental Laws. (q) The costs of repairing, rostorbig and maintaining the Parking Facilities orlhe Project, including, without limitation, the resurfacing, restriping and cleaning of auch facilities, W Any costs, fees, amounts, disbursements and expenses which are generally Included In Operating Expenses under Institutional Owner Practices. 18 The following costs and expenses shall be excluded Gem operating Expenses; (n) expenses relating to leasing space in the Project (Including tenant improvements, leasing and brokerage commissions and advertising expenses); (b) legal fees and disbursements Incurred for eoileotlon ortenant accounts ornegoliation of leases, orrelating to disputes between Landlord and other tenants and Occupants of the Building; (c)" Capital Items unless specifically permitted by Section 1,4 of Ihls Exhibit "E", parts (o) through (r), inclusive; (d) Property Taxes; (a) amounts received by Landlord on Account of proceeds of insurance to the extent die proceeds are reimbursement for expenses which were previously included In Operating Expemsas; (f) except to the extent specifically provided in Section 14 orthfs Exhibit "E" ports (a) trough (r), inclusive, depreciation erpaymenU of principal and interest on any mortgages upon the Project; (9) payments orground rent pursuant to any ground lease covering the Project; (h) subject to Section 2 of this Exhibit "'E"- We oasts of gas, steam or other fuel; operation of elevators and security systems; heating, cooling, Or conditioning and ventilating; chilled water, hot and cold domestic water, sewer and other utilities or any other service work or facility, ar level or amount thereof, provided to any other tenant or occupant in the Project Which either' (a) is not requlmd to be supplied or farriishcd by Landlord to Tennt under the provisions of this Lease or (b) is supplied or furnished to Tenant pursuant to the terms of this Lease with separate or additional charge; (i) the cost of the Landlord's Work; and U) Oily cost expressly excluded from Operating Expnsas in An express provision contained in this Louse. 1,6 "Excess Operating Expenses" means, with respecl to any Expense Year, the positive excess, If any; of Operating Expenses ilocable hereunder to such Expense Your over Operating Expenses allocable hereunder to the Base Your. 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 ullocnble hereunder to die Base Year. I's °Tenant's Percentage Share" means die percentage set 1'01411 in I era 5.2 of the Earle Lease Provisions! provided, however, that l.nndiord reserves the right from lime to time during the'fonn of this Louse to rccnlculaLe Tenant's perectuage Shure, in which ease Tenant's Pal cenluge Share shall be calculated by dividing the number of square feet o r Reliable Area in the Promises by the number orsquare feet 01, 14'a ablc Alen in the Project, and expressing such quntleit in die form is Fa pucetnge. Caleulaliet liletlands find Ali lustments, T,I Tile variable components ofopaating Expenses( -Variable Expenses') liter nil ill -tiny pm'tiun orally Expense Yee (including the Ensu Year) during whialt actual occupancy of the project is less than cue hundred percent [100%) of the Rentable Area Mlic Pniicct sliall be adjusted by Lnndtord; as determined in good Faith by Lundlurd applying sound Accounting and property nunagenicnt principles (And the provisions 801 rr'C6vr ('unn"• Dr-C'igl ufSanta Aa° Lerue, -2- Exhibit L•' 80A-365 EXHIBIT 1D of this Lease) to reflect one hundred percent (100%) occupancy of die Rentable Area of the Project during swell period, 1f during all or any port of any Expense Year, Including the Base Year, Landlord does not provldo any portion]or )lent] or benefit, work or service (the cost of which Is a VoriobIa Expense) to portions of the Project due to the fact that such item of beneril, work or service is not local red or desired by the ton ant orsucb space, or such tenant is Itself obtalnbng and providing such Item of ba ieBI, work or service, or for any other reason, then for purposes of computing Variable Expenses for such Expense Year, Operating Expenses, as applicnble, added be increased by an aaaunt equal to the additional Variable Expenses which would have been paid or bicolored by Landlord during such period If it had Nrnishcd such Rohl of benefit, work or service to such portions or (he Project, 2.2 Subject to the provisions of this Section 2 of this Exhibit "T all calculations, daterm[nations, afloc aloils and dCctalons to be made hereunder with respect to Operating Expenses and Property Taxes shall be made in occordance with the good faith determination of Landlord applying sound accounting and properly management principles consistently applied which are consistent with Institutional Owner Practices. Landlord shot] have the right to equitably allocate some or all of Operating Expenses among particular classes or groups of foulards In the Building (for example, retail tenons) to reflect Landlord's good faith detenvinntion that mensumbly different amounts m• types ot'services, work or benefits associated with Operating Expenses, as applicable, are being provided to or oonrarred upon such classes or groups, All discounts, reimbursements, rebates, refunds, or credits (collectively, "Reimbursements") attr(butablo to Operating Expanses or Properly 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 gallantly (or under particular circumstances) on a different basis. Landlord shall have the right to exclude from Base Year Operating Expanses the cost of items of service, work or benefits (1) not provided following Ilse Base Year, (t]) incurred due to circumstances not applicable following the Base Year or due to market -wide labor rare increases In Operating Expenses due to extraordinary Circumstances, Including, without limitation, boycotts, embargoes cud 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) applies with respect to any Expanse Year (otter than the Base Year), then for purposes of calculation of Excess Property Taxes for such Expense Year, Property Taxes allocable to the Base Year shall be reduced by on amount equal to the corrrespond ag 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 es a result of application or operation of Proposition S or any other similar governmental actor Law. A "Base Year Tax Red nctto n" means, with respect any Expense Year to which "Tax Reduction applies, and with respect to any particular Property Tax Reduction, an Amount equal to die Property Tax Reduction, minus, in the ease of any Expense Year after ilia first year to which the applimble Tax Reduction applies, the cumulative amount by which Property Taxes have Increased (following the first Expense Year to which the appllosble Property Tax Reduction applied) as a result of application of use 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 die dale of (Ilia 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 Prc lac( at any time contains more then one building (or one or more tax parcels), Landlord shall have the right. from time to time, to equitably Allocate sonic or all orthe Operating Expenses and/or Property Taxes for die buildings comprising the Project among ilia 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) All such other bailding(s) (arsuch otter tax parcel(s)) of the Project to the Building (or tax parcel) and/or such other building(s) (or tax pareel(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 Pmpetty Taxes based solely on die Operating Expense and Property Taxes for the Building (and the tax pace) on which It is located). 3, Payment Procedure: Estimates. During each Expense Year, Landlord may elect to give Tenant written notice of its estimate or any amounts payable under &Cfion 4,2 of the Lease ("Section 4.2 Ad ifIt[on A] Rent") for that Expense Year, On or before fine first day OF each cal end or month during such Expense Year, Tenant shall Puy to Londlorll one•Iweffth (1/I2lh) of such eslhnaad amounts; provided, however, that, not inure often Ihw quarterly, Landlord may, by written notice to Tenant, revise its estimate for such Expense Year, and all subsequent payments under this Sticti&iq 3 of this Exhibit 'I, by Tenant for such Expense Ycar shall he based upon such revised estimate. Landlord shall endeavor to deliver to Tenant within one hundred linty (150) days site" ilia close oreach Expense Year or as soon thereafter as is practicable, a statement of that year's Property Taxes, Operating Expenses, and [lie amount of Section 42 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 m provided in Section 4 or this .Wifliht "E If two Landlord's Statement Indicates dint (or if It is finally determined pursuant to Section' ofthis Exhibl( "E," 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 Ran( mode by Tenant with respect to such Expense Yenr, Tennnt shall pay the deficiency to Landlord upon receipt or Landlord's Statement Crib) is less ton the estimated payments of Section 4.2 Additional Real made by Tenant will) respect to such Expanse Year, swell excess payments shall be credited against Rant next payable by Tenant undor this Lease (or, ]rule Taint of This Leuuc has expired, shall be paid to Tennnn), Amounts payable by Teton ,is Section 4,2 Additional Rom with respect to env Expense Yenr that includes less [hull an entire calendar year shelf be Premed eh the basis shut the number ordays in such Expense Year hears to 365. The expiration or Burly termination of this Lease shall not affect the obligations of Landlord and Tennnt pur•surin to this Section 3 afthis ExhiBll"E'• to be performed aficrsuch expiration or early lanninatlun, 4. Revlehy orLnndlord's Suyemcnn Provided that Tenant is not then In default with respect to Its obligations under this Lame and provided further that 'Tenant strictly conipliee with the provisions of this Section 4 or this Exhibit "I", Tenant shall hove tole right, at Tenant's sole cost and expense, to reasonably review tum(la'd's supporting books And records (at Landlord's manager's corporate olfices) for any portion of tho Property Tuxes or Operating Expenses far n particular Expense Your cavorted by Landlord's Statement, in accordance with die procedures set Forth in this c fl m 4 orihls bit"E". Tennnt shall. within sixty (60) days utter any such Landlord's Stara ncot is delivered to Tenant, deliver a written linden (a "Dispute PIANO") to Landlord specirying the items described in the Landloa'tl's Statement that are claimed to be incorrect, and Tenant shall simultaneously pay to Landlord all ooaunte specified in too applicable Lnuthord's Statement (to due extent lint prcvlously pold). Ilia right urTenant under this Section of this Exhibit +" may only be exercised once foreach Expensc Year covered by any Landlord's Statement, and FfTenunt fails to dcllver a Dispute Notice within the sixty (Gil) day period described Above nr fails in meet any of the other above conditions oh' exercise of such right. the right ofrehaot to audit n particular landlord's 5lmmnent land all of Tenant's rights to make Any claim relating thereto) under this, cation 4 001 FF'e'FVIC Cearer Dry-Qy offfirrilo A m Leerse -3. Exhibit rr 80A-366 EXHIBIT 1D OF this 66blb It "E" shall aulomntics Ily be deemed waived by Ten an[, Any review oh-ecords under this 5gorlum 4 of this Egli I bit `•E" shall beet the mole expense of Tenant, shall be conducted by independent certified public accountants of national standing which are not compensated on a canlingenay Pee orsimilar basis relating to the results ofsud+ audit and shall be completed wllhin sixty (60) days after Landlord provides Tenant with access to Landlord's supporting books and records. Tenant acknowledges and agrees that any records of Landlord reviewed under this Section 4 of this Exhibit "E" (and the informntien contained therein) constitute confidenllal information of Landlord, which shall not be disclosed other than to Tenant's accountants performing the review sod principals of Tenant who reaelve the results of dte review, If Lundimd disagrees with Tenant's contention that an error exists with respect to the Landlord's Statement In dispute, Landlord shall have the right to cause another review of that portion of Landlord's Statement to be made by a firm at' Independent certified public accountants of national standing selected by Landlord ("Landlord's Accountant"), In the avent of a disagreement between the two necounling firms, the review of Land Iard's Accountant shall be dccmed to be correct and shnll be conclusively binding on bout Landlord and Tenant, In the event that It is finally delemiined pursuant to this Scolon d of this Exhibit „E„ tint a particular Landlord's Statement ovetstated Operating Expenses and Property Taxes with respect to the applicable Expense Year by more than ten percent (10%), Landlord shall reimburse Tenant for the reasonable cost of Tenant's accountant. In all Other cases, Tenant shall be Ilab 16 Ica -Landlord's Accountant's actual fees and expenses. sal FV'Civir Cuuvr �r-C7ry•rfSnnht.l+m Zenrc -4- l.A It, ii ti 80A-367 EXHIBIT 1 D EXHIBIT "F" SERVICES AND UTILITIES The services and utilities to be provided by Landlord are as follows: I Elcvatr-Service. Non-atmndedAlltomatio elevator so"Ice, 2 IIVAC. Subject to all governmental Laws, rules, regulations and guidelines applicable Ilterelo, FIVAC to the Premises during Business Hours (defined below), which in Landlord's good faith judgment, is required far the comfortable use and occupancy of the Premises for general office use. After Hours FIVAC (defined below) may be provided to the Premises upon request by Tenant. Tenant shall pay to Landlord the After Hours FIVAC Rate (defined below) for all After Hours FIVAC that is so requested by Tenant within ten (10) days ofreceipt of Landlord's raosorlabiy 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 FIVAC system to perform its function due to: (a) arrangement of parthioning in tine Premises or changes or alterations theroto, (b) any use by Tenant in any portion orthe Premises of beat -generating machinery or equipment other then normal office equipment, or (c) any occupancy of any portion of the Promises at densities above customary general office levels. "Business LIOaI'a" means 6:00 AM, to 6:00 P.M. Monday through Friday, slid upon Tenant's request, 9:00 AM, to Ii00 P.M. on Saturdays, in all cases excluding the date of observation or any Flolidey (doflned 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 hnslltutlonnl Omer Practices, "After - Hours HVAC" means any HVAC that Is provided to all or any portion of die Premises at the request of Tenant outside of Business Hours. The "After Hours HVAC Rate" tmeons the Landlord's prevailing charges for supplying After Hours HVAC to the Premises, which as of the Effective Dale is $65,00 por zone (or partial zone), per hour (orpartint 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 floor the electrical panels located on the Floors) of the building on which the Premises is located. Subject to Secdoo 33 oFfids 130 Ibit "F": (a) the electricity so furnished for Tenant's incidental use equipment to beat 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 ofsuch lighting to require a ourrent capacity exceeding twenty (20) amperes. 3.2 Notwithstanding oily provision of this Lease to the coal, ary: (a) Tenant coveuans 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 eleeu'lout load for TermC6 In Old vote I Ilse equipment within the Premises shell in no case exceed Landlord's per usable square too t5Lend m'd, and (c) the total count electrical load for Tenant's lighting fixtures with fit the Premises shall in nu Buse exceed Landlord's per usable square foot standard. In addition, IfTenant's actual consumption of electrical power !it .Ora Promises, as determined in good faith by Landlord pursuant to such measurement method or methods as Landlord shall employ from lime to time (including, without lailistton, the use of submeters And/or pulse meters, a(eclrical surveys and/or engineer's esthnates) exceeds the Electrical Power Consumption Thrishold (defined below), Tenant shall pay to Landlord, ns Additional Rant in addition to those costs odrerwise payable by Tenant pursuant to Article 4 the sum of: (1) Landlord's actual direct and indirect costs orsupplying each esoess consumption, including, without limitation, all taxes thereon, and the cost of additional wear on Building Systems resulting from such excess consumption, (ii) all of Landim'd's costs or monitoring and monsurhng 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 root standard for eleetr•iouf consumption (which is intended to represent the average rate of consumption (a IcW perusable square Foot basis) during Dusiness Flours, Oran average general office [client ofthe Building). 3.3 Without Landlord's consent, Tenant shall net 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 odor thnn a nominal 120 volts or require a oun•ent capacity exceeding twenty (20) amperes or (b) will increase Tenant's use of electric cmtcnt in excess of that which Landlord is obligated to provide pursuant as this Section 3 ofthis Exhibit 'IF' ("ElIcess Electrical Requirements"), ifTenanl shall require or utilize Excess Electrical Requirements or electric current which may disrupt the pawlsion of electrical service to Other tenants in the Building or the Project, Landlord. at Its election; (i) may relltse to giant Its consent or (it) 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) or designing, installing, maintaining and providing any additional facilities determined by Landlord to be required to saPist'y audit Excess Electrical Requirements (or othcnvfse retried to the additional wear on Building Systems associated Onerewidn). If Tenant's Increased electrical requirements will materially affect the tempeuuture level In the Premises or In the Building, Landlords conseal may he conditioned upon 'tenant's payment oral] direct and indirect costs or britalhaimt and operation urany machinery ar oquipntent nacessay to restore the temperature level to that othunvise required In he provided by Landlord, including, but not limited tov the cost of mudiliealions to the Building Systems and increased were• and tear on existing IIVAC equipment Landlord shall not, bt any,way, be linhlc or responsible to Tenant for any loss or dunnage at, expanse which Tenon nap Incur or sustain M for any rmsnns beyond Landlord`s reasonable control, either the quAm ity or chnmetcr of electric service is changed or is no longer uvallablu ur sultnbic for Tenant's requirements. 1F,ntcr. City taster Rsr drinking and rest room purposes. 5 Janitnrhn 9emice. Janitorial and c]enning services, live (j) days per week (excepting Holidays 1. coilForming to the Project standards in effect Prom time to Baia•, provided tint Landlord shall have no obligation In provide such sevices to any pnrrions Of ille Promises Otat are not used Exclusively lity general Office purposes, In all events, Tenant shall pity to Lnldioal the cost of removal or Tenant`s refuse and rubbish, tO the Extent that the same exceeds the retinae and rubbish nuondnnt to normal office tinge and/or to the extent that "renanl fails to keep Lila Premises in reasonable artier. T#1 n' C e Censer Or- ❑a- ofSrram A urn Lvrue • I • Exhibit F EXHIBIT 1D Any amounts which Tenant is required to pay to Landlord pursumtL to this Exhlhit =(and/or for any services provided to Tenant in addition to those Landlord is required to provide under this 8 it IF" without additional charge) shall be payable upon demand by Landlord and shall constitute Additional Rent, From lhne to time during the Term, Landlord shall have the right to modify the services provided to Tenant hereunder; provided (lint ilia services provided, as so modilied, are consistent with Institutional Owner Practices, TenMut recognizes Ihnt only access control services provided by Landlord at the Project are lur 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 proteotion for Tennni or Its employees, invitees or property in or about the Premises. or the Project. Landlord makes no representation with respect to ilia adequacy or fitness of the Project's HVAC system to maintain Icnsperatures 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. $01 W rl'k Cenral. Or- 04rofSertru Anet Lour, -?- fish(hir P 80A-369 EXHIBIT 1D EXIMIT "G" INSURANCE REQUIREMENTS III Property Insurance. At ail times during the Tenn of this Lease, Tenant shall procure and maintain, at its sole expense, "All - Risk" (and at Landlord's option earthquake, earthquake sprinkler leakage end/or Flood) property Insurance, in an amount not less than one hundred percent( I 00%) orreplacenicnl cost covering; (a) all Lensehold Improvements (b) all Floor and wall coverings; and (a) all Tenant's Personal property in or about the PIEmlbea and Project. The proceeds of such insurance shall be used for the repair and replacement of the properly so insured, except that If not so applied or in is 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 Praperlysltali he paid to Tena t. 1.2 Business Interru0tiun Insurance, At all times during the Tenn of Ibis Lease, Tenant shall procure and mehitain business intemtpdon insu•enco in such amount as will reimburse Tenant for direct or Indirect loss of earnings attributable to all perils insured against In Section Drill lsCzillik"Cl for a period of no( lass than twelve(12)momlui. 1.3 Liability insurance. 1.3.1 At oil times during the Tenn 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 die Premises and ilia 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 ofal 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, shell Include blanket contractual liability, broad farm property damage, independent contractor's coverage, completed operations, products liability, cross liability and severance of interest clauses, and shall be endorsed to include Landlord and the Landlord's Additional Insureds as Additional insureds. 1.3,2 At all tires during the Term of Oils Lease, Tenant shall procure and maintain, at Its sole expense for the protector of Landlord and Tenant, primary automobile liability insurance with limits Afoot less than $1,000,000 per occurrence covering owned, hired and non. owned vehicles used by Tenant. 13.3 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 end in a form acceptable to Landlord saving harmless and protecting Landlord and the Premises against any and all damages, claims, (lens, judgments, expenses and costs, Including actual anomays' fees, arising under any present or future law, statute, or ordinance of the State or California or other governmental authority having jurisdiction or the Premises, by reason or Any storage, sale, use or giving away of alcoholic beverages on or from the Premises, Such policy or policies of insurance shell 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 or any Security lastrmrieht designated by Landlord as additional insureds. IA Plorkers' Compensation' Employer's Liability Insurance. Worker's Compensation Insurance. In accordance with the provisions of Section 3700 of the Labor Code, Ti nutf, if Tenant has any employees, is required to be Insured Against liability tar 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 tun $1,000,000 per occident. 2. Policy Renulrenents. All Insurance required to be maintained by Tenant shall be issued by Insurance companies Authorized la do insurance business in the State or California end 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 ofthe applicable policies) evidencing die Insurance required under this E7clifbil -' i" shall be delivered to Landlord not less than thirty (30) days prier to die Commencement Date. No such policy shall he subject to cancellation or modification wilho iL thirty (30) days prior written notice to Landlord and to any Holder of any Security Instrument designated by Landlord and such policy shall be endorsed to provide that the insurer thereunder shall provide Landlord with written notice orally failure by Tenant to pay any pre nhinn thereunder when due and such failure continues for A period often (10) days after such date. Tenant shall rumish Landlord with a replacement certificate with respect to any insurnnce not less than thirty (30) days prior to the expiration ofthe current policy. Tenant shall have the right to provide the insurance required by this Esbibit "U_• pursuant to blanket policies, but only if such blanket policies Expressly provide coverage to the Premises and ilia Landlord as required by this Lease withn it regard to claims made under such policies with respect to other persons. 3. '111scell:meeue. Tenant shall not keep, use, sell or aflbr Ihr sale in or upon du Premises any a1lcle which may bb prhh(lrited by any insurnnce policy periodically in Rune covering the Premises, the Buildingor the Projecl. 1fnny of Lundlord's insurance policies shall be cancelled or cancellation shall he throacned o• die coverage thereunder reduced orthmatened to be reduced in any way because orlhe use ar the Premises or any pan thereal' by Tenant or any assignee. subwant, licensee or inviteu or Tennnt And, If Tenant fill]$ to remedy the cnnditinn giving rise to such cancellation, threatened cancellation, reduction ormverage, or dnealenad reduction orcoverage, within 48 hours slier notice thereof, Landlord may. at its option, either fermi into this Leme or enter upon the Prcnilsas and nttempL to rentody such oonditlon, and 'Tenant shall promptly pay die coal lhcroortu Landlord as Additional Rem, II' Landlonl is unable. or clads not to remedy such condition, then Landlord shnli Neva all of Lhc Marcella$ provided ror In Ills LCASe upon the Occurrence ol'nn Event of Deltult. 'tenant shall not do or peruhit m IV done Any act Or things upon or About the Premises or Ina Project, which will: (it) result in the Assertion of any dEfense by Inc Insurer io tiny claim under, (h) invaliduLe or (c) be in conflict with. Ilia Insurance pollutes of Ltindlurd ter Tennnl covering the Ruilding. the premises or lixlurie; and property therein. or which Wardd Increase the rale ul' lire Insurance applicable to die Building ter the Projaal to urn amount higher than It otherwise would Ire; tend Tenant shall neither do nor pamdt to be dune Ally act nr thing upon ter about the Premises or the Building which shall or might subject Lundlord to any liability, or responsibility lihr Injury tO sty person Orpa•atrns or n, propony. ll: as a result orally act ur umissiun by or (in ilia part of Tenant or violation or(lils Lease, whethar or s01 tV'Cirlc Center lb-- Clp' nJSitNn Ann LeA.ve •1. Uiibit0 80A-370 EXHIBIT 1 D not Landlord has consented to Ate same, the role or "All Risk' or other type of! lamence maintained by Landlord on or with respect to the SuIIdIn$ and fixtures and property therein, shall be increased to an amount bigher then it otherwlse would be, Tenant shell reimburse Landlord for all Increases orl.,andlord's Insurance premiums so caused within ten (10) days after delivery orwritten demand therefor by Landlord, In any action or proceeding wherein Landlord and Tenant are parties, a schedule or "make-up" ornetes for the projector 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 fools stated gterein Including the Items and charges taken into consideration In fixing the "All Risk" insurance rate then applicable to the Buikdingor Hie Promises. $011VC1* CelHer Dr—Crtp ofSeaetArm Leare .i. Gxh ibis C 80A-371 EXHIBIT I CXHIDIT"l9" REMEDIES E micdles ral vents orDellault 1.1, Landlord's Riehl To Terminate Upau Tennm Default. In the event orally Event of Default by Tenant as provided In kggm Ls l of the Lease, Landlord shall have the right to lenminee this Lease and recover possession of the Premises by giving written ranee to 'Tamil of Landlord's election to terminate this Lease, In which event Landlord shall he entitled to receive from Tenanu (a) the worth At the time of award or any unpaid Rent which had been earned At the time of such termination; plus (b) die worth at the time OF award of the amount by which the unpaid Rent which would have been earned after termination until the time oraward exceeds the amount of such rental loss Tenant proves could have been reasonably avoided; plus (c) die worth at the time of award of the amount by which the unpaid Rent for die balance of the Term ater 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 peribrm its obligations under this Lease or which in ilia ordinary course of things would be likely to result therefrom; and (e) at Landlord's election, such other amounts In addition to or in ilea 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 laved contract rate of interest. As used !it clause (c) above, "worth At the time of award" shall be computed by discounting such amount at the Interest Rate, 1.2 lyaildlnrd'n Right To ConLiulie Lease U on Tenant Default, In ilia event of an Event of Dethull of this Leslie and abandonment of the Premises by Tenant, if Landlord does not elect to terminate this Lease as provided in Section I, I of this Exhibit "lit" Landlord may from time to time, without terminating tills Lease, enforce all of its rights and remedies under this Louse. 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 sublet or assign, subject only to reasonable limitations). 1.3 Riaht of Landlard to Perform. All covenants and agreements to be perf it m ld by Tenant under Otis Lease shall be. performed by Tenant at Tenant's sole cost and expense. If Tenant shall ihil to pay any SLIM of money, otter 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 tight or remedy of Landlord, Landlord may cure die same at the expense of Tenant: (a) immediately and without notice in the case: (1) of emergency, (it) where such default unreasonably interferes wldh any other imant in the Pmjcet, (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 arty of its obligations under Sectioh and Section 10.5 of this Lease above and (11) In any other case if such default continues for ten (10) days from die receipt by Tenant of notice of such default from Landlord. Any 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 Ilia same rights and remedies in Ole event of nonpayment as in the case of default by Tenant In the payment of Rent. This Section 1 of this Exb!b!t 1,hy,shall survive the expiration or termination of this Lease, 1.4 Late Pnvment. 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 mont's Rent. 1.5, of Tenant. Whether or not Landlord elects to terminate this Lease on account of an Event of Default, Landlord shall have die right to either: (a) terminate Any and all subleases, licenses, concessions or other consensual arrangements entered Into by Tenant that eflbct die Premises or (b) In its sole discretion, elect to succeed to Tenant's Interest In such subleases, licenses, concessions or arrongemews (in which case, as of the data of such election, Tenant shall have no further right to or interest In the rent or outer consideration receivable thereunder). L ED'nrta to Role . No re-entry or taking oFpossession orthe Premises by Landlord following an Event of Default shall be consuved as an election to term(nnte this Lease unless a written notice or 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 total die Premises, by Its acts of maintenance or preservation with respect to the Premises, or by appolnbnent of a receiver to protect Landlord's interests under the Loma. 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 reletling of die Premises following any Event of Dal'auh without termination ofthis Lease by Landlord, Landlord may, at oily time after such retailing, elect to terminate (his Lease for any Event or DeFaull• To die Rillest extent pamitlad by Law, the proceeds of any relenting of [lie Premises shall he applied: (a) first, to pay to Landlord all costs and expenses crouch miciting (Including, without limitation, costs and expenses orretaking or repossessing the Premises, renhnving persons and property therefrom, securing new tenants, including expenses Fur redecoration, alterations and other costs in connection with preparing this Premises for the new tenant, and if Landlord shall maintain and operate tile Premises, the casts thereof) and receivers' fees incurred in connection with the appointment orand perlbrmanee by a receiver to protect the Premises and Landlord's interest under [ilia Lease eel any necessary or reasonable alterations; (b) second, to the pnynion( or any Indebtedness orTenant to Landlm•d other than Rent due and unpaid hereunder, (c) third, to the pnynhent of Rent due and unpaid hereunder; and (d) die residue, if any, shall be hell by Landlord And applied In payment arather Or future obligations orTenant to Landlord as the same may become due laid payable, and Tenant shall not be entitled ah receive any potion of such revenue. This Section 3 or ihis riiiiit "i•P' shall survive the expiration or Icnuinalion cl'dhis Leasc. 3, Cumulative Remedies, 'fhc specific remedies to which Landlord may resort undcr ilia terms of this [.else are cumulative snit arm not intended to be exclusive Orally other remedies or means or redress to whiolr It may be lawlhlly entitled in case of any breach or threatened breach by Teount orally provlsfous ofthis Lease, In Addition to the Other remedies provided fit this Lease, Landlord shall be entitled to u restraint by injunction orthe violation or attempted or threatened violation orally critic, covenants. conditions or provisions or this Lease or to a dccec compelling spccito perfonninice of my such covenants, conditions or provisions. In addition, upon the occurrence of un Event of Duloult by Tenant, If rho Premises or city portion thereof are suMct, I,.undlord, in addition and without prejudice to any other remedies herein provided or provided by Law, may. at Its ,1•ar IP COJe CrnhT Or—Clp•ufSnulnanu L¢rzrr -1• Exhibit II 80A-372 EXHIBIT 1 D option, collect directly from the sublessee all rentals becoming duc to the Tenant and apply such rentals against other sums due hereunder to Landlord. 4, WRIVI r of Right or Red •nation. Tenant hereby valves for Tenant and for all prose claiming under Tenant all right now or hereafter existing to redeem by order or judgment or any court or by any legal process or writ, Tenant's right or occupancy of the Premises after any termination of this Lease. NotwhIlslanding any provision of (his Lease to the contrary, the esplralion or Wnrohlution or lhls Lease and/or the lermlinatlon of Tenant's rights to possession orthe Premises shall not discharge, relieve or release Tenant from any obligation or liability whotsoever underany Indemnity provision of this Lease, Including without limitation die provisions or e i of the Lease. 841 1V CA4e Center Dr - 061 ofSntrrn.-Inn 6mve -2- E%hibil 11 80A-373 EXHIBIT ID EXHIBIT "11" FORM Or TENANT ESTOPPEL CERTIFICATE The undersigned as Tenant under [lint certain Office Lease dated . 20•„_ (die "Lease") between CP SANTANA, LLC, a Delaware limited (lability company, as landlord, end the undersigned, as tenant, for Premises on the ___,_, floor orlho Oflloe Building located at 801 West Civic Center Drive, Santa Are, California certifies as follows: i, True, correct and complete copies or the lease and all amendmoms, modillciadons and supplements thereto are attached hereto and the Lease, as so amended, modified and supplemented, Is in full force and effect, and represents the entire agreement between Tenant and Landlord with respect to the Premises and the Properly, There are no nntendments, madlflcolions or supplomonls 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 acmtples the Premises, and the Commencement Dateofthe Lease occurred an -20_ 3, Tenant has not transferred, mudgnod, or sublet any portion of the Premises nor entered Into any license or concession agreements with respect thereto except as follows: ,I, Bose Rent become 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 on 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 tie 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 pieferential right to purchase all or any pan of the Premises or the Property. a, 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 defmilt thereunder. All space and improvements leastid by 'Tenant hove been completed and furnished in occerdence with die provisions aftie Lease, and Tenant has accepted and taken possession of the Premises. 91 Thcre 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, oil Additional Rent and all monthly installments of estimated Additional Rent have been paid when due through , The current monthly installment of Base Real is S 11. The undersigned acknowledges (hat this Estoppel Cenifmale may he delivered to Landlord's prospective mortgagee, or a prospective Purchaser, and acknowledges that it recognizes that (fsame Is done, sold mortgagee, prospective mortgages, or prospective purchaser will be relying upon die statements contained herein In making the loan or acquiring the property or which the Premises are a part, end in accepting an assignment of the Lease as collateral security, and diet receipt by it of this certificate is n condition of making or the loan or acquisition of such property, Each Individual executing this Estoppel Certificate on behnlforTenant hereby represents and warrants that Tenant is a duly formed and existing entity qualified to do business in California and that Tenant Ims fill right and audhorlty to execute and deliver this Estoppel Certificate and that such person signing on behalrol"renant Is authorized to do so. Executed at on the —day or , 20_, "Tenant"; By: _ Name; 801 IV Ciufr Ceulrr pro—C'irP nfSnnGlAnH Lnuev -1 • Exhihil I 80A-374 i0:taM. WID] Wil BIT "P OPTIONS This Exhibit Ili, consists of die following Schedules; Schedule "J I" (Extension Optlon(s]); Schedule `l -2" (Additional Space Optun[s]); and Schedule'13" (Determinodon of FMRJQ) all of which are incorporated herein by this reference. Notwithstanding anything to die contrary In this Loner (a) all of the rights and options or Tenant that are described in this Exhibit „J„ (collectively, the "Options") are arid shall be personal to dre Original Tenant, are not transferable and may only be exercised by the Original Tenant (and not by any assignee, sublessee or other Transferee or Tenant's interest in this Lease), End (b) Elie Extension Opliotl and Right of First Offer may be exercised only on die condition that, at the applicable time, the Original Tenant then occupies the entire Premises. fit addition, notwithstanding anything to the Contrary In this Lease, at the election of Landlord (in its sole and absolute discrction); (1) any attempted exercise by Tenant of the Extension Option,or Right of First Offer shall be invalid and ineffective if, as of the dale of such attempted exercise; (A) Tenant is in default under this Lease or (B) Tenant has previously been In default under this Lease more that two times, and (il) if as of the date [list the Extension option or Tenait's lease crony Leased First Right Space (defined below) would oOsorwise commence: (A) Tenant is in default under this Lease or (B) Tenant has previously been in default under Oils Lease more than two times, Undlord 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. $01 W chk Cower Or —On, niSaurn.inrr Lame Exltlhil s 80A-375 EXHIBIT 1 D Schedule"d-fl" Extarasion Options 1, Crnnl of Option. Subject to all of the terns and conditions of this Schodule 1-1", in connection with Tommie loose of die Premises, Tenant strait have two (2) options (each an "Extension Option") to extend the term of this Lease as to the entire Premises then subjeet to this Lease, each for an additional term (cacti "Extension Term') of sixty (60) months, subject. to and upon ilia hums and conditions contained in Otis Schedule The Extension Term shall commence open the day immediately fallowing the then scheduled Expiration Date, and shall be upon the some teams and conditions as arc provided for in this Lease, as then amended, except that: (a) If Tenant fails to timely, exercise die Extension Option, the Extension Option (and any other rights to extend or renew the Term) shall lapse and Tenant shall have no htrtheir right to extend the Tenn of the Lease, (b) there shall be no further options to extend the Term pursuant to this Schell tic 11.1" or otherwise following the second (2A) Extension Tarnh, (c) Tenant shall not be entitled to any credit ogainst Rent or any otter rent carroandon or rent allowance or abatement or Rent, except as specifically provided in the definition orthe FMRR, (d) the Base Rent for die Extension Term shall be as provided in &ction 3 of this 'c ere'° . 1_,' and (a) the Base Year for the Extenion Tenn shall be the calendar year in which the Extension Tenn oommences. 2 Extreis . An Extension Option may be exercised only by Tenant giving written notice of exercise (an "Extension Notice") to Landlord on or before ilia date that Is not more than twelve (12) and not tens than nine (4) months prior to the then scheduled Expiration Data. IfTanmt does not deliver an Extension Notice to Landlord within the time period set forth above (time being of the esscaice), tam Tenant shaft be deemed to have forever waivod and relinquished ilia Extension Option, and any other options or rights to renew or extend the Term effective after the then Expiration Date shall terminate. 3 Ammnl Ruse Rcnt. The Base Rent payable for the Promises during an Extension Test (the "Extension Term Base Rent"} shall be equal to (a) the Rentable Area of the Premises then subject to this Fosse, multiplied by (b) the FMRR of the Premises as of the twat day (an "Adjustment Date") ofsueh 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 Tenmtt a written notice (a °Market Rent Notice"') orLandimes determination of what Landlord than believes the FMRR (and Extension Term Base Rent) would be for the Promises during the Extension Term. 3.2 wrt�arn t0 d .t _....nt a -- ....._.._ o —_-- --. __.... ( ) ays after Tahanc s rsseipt of a Market Rent Notiae,'fenant stmalE deliver m Landlord written notiaa (a "Mar€let Rent Response Notice") electing either: (a) to accept the FMRR (and Extension Tenn Base Rent) set forth in the Haricot Rent Notice, in which case the FMRR (and Extnston Term Base Rent) shall be as act forth in the Markel Rent Notice, or (b) to reject Landlord's determination of the FMRR (and Extension Tenn Boa Rent), in which case the FbIRR (and Extension Term Bass Roil) shall be determined in accordance with Schedule ", jam`. 3.3 1rTenant fails to deliver Tenant's Market Rent Response Notice within ten (10) days after its receipt of Market Rent Notice (or fails in is Market Response Notice to expressly reject Landlord's determination of the FMRR (and Extension "rem Base Rent) set forth in a Market Beat Notice), Tenant shall conclusively be deemed to have accepted Landlord's determination of die FMRR (and Extension Term Base Rent) set forth in the Market Rail Notice. mail n'Cihfr Center rJr—Ciq nfSnnro 4nn teaee .y. Exhihil a 80A-376 EXHIBIT 1D i Schedule d-2" Rlehi orFirst 0 fol I Csn , Subject to all of the tends slid conditions orthis Exhibit "1„• Tenant shell have the right (the "Right of Fist Offer") to elect to lasso any portion oftlle First Right Speed (defined below) that becomes Available for Lease (defined below) at any time during the Tenn, The "First Right Splice" means oily space on the second (2"4) floor of the Building that is not within the Promises, A portion of the First Right Space shall be "Available Pat- Lease" If? (a) Landlord receives a Third Party Offer (deflned below) with respect to such apace, (b) such space is vacant or is scheduled to become vacant within six (6) months, and (a) Such spnce is nat subject to any then existing expansion or renewal rights of any type that is or an, set forth io any lease affecting space In the Project. "A Third Party Offer" means any written offeror proposal for the lease of all or any pardon of the First Right Space tint is delivered by Landlord to a third party, or that is received by Landlord IFom a third party, In either case, an tennis that are acceptable to Landlord (excluding any such OrArs or proposals that either: (1) relate to any expansion or renewal rights that are act forth in any lease affecting space In the Project that exists as of lire EReative Dale or (11) are for the renewal or extension orthe term of One loose fir any then existing tenant of the applicable portion of the First Right Spam). Procadnre for• OFfa+'""a 4ccunfanec. 2A Fist Offer NatleC. Subject to the terms and conditions of this I)e�(g , if all or any portion of the First Right Space becomes describe (and stateeCie Rentable AreaLandlord of) tile shall portion of the First Right SpacTenant III elor in e that(ale is thenAvailablest forer rLane (the "OffeFirst nd Ri st Right Spacffer Notice shall e,'), (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 die economic terns (including the Base Rent, Base Year, improvement Allowance, abated Rent and color Rent Concessions defined below) on which Landlord is willing to lease die Offered First Right Space to Tenant (die "Offered Terins"), and (d) state that Ilse axpintion of TCaMPe lease of the First Right Space Shall be coterminous with the lease for the Premises, provided that; (1) if there shall be less than five (5) years renmining in the Tam! as of the at Idle Offered Space Scheduled Commencement Date for any Offered First Right Space, the First Offer Notice shall slate that Tenant's exercise of its Right of First Offer with respect to such Offered First Right Space is conditioned upon Tenant concurrently exercising all Extension Option (with it being understood and agreed [hat Tenant shall have no right under this Schedule 111.2" to lease oily portion Of die First Right Space for which the Offered Space Scheduled Commencement Data will occur during the lost 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 Tmhanl's Accentance Notice. Tenant may exercise its right to lease One 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 Aalice ("Tenant's Acceptance Notice") stating that 'Tenant accepts Landlord's tiller to lease the Ot'fered First Right Space. If Tenant does not deliver Tenant's Acceptance Notice to Landlord within five (5) business days after Landlord's delivery orany Most Offer Notice, time being of tle, essence; Ulan subject to Section 23 below, '1•eaant's Right of First Offer shall no longer. apply to the applicable Offered First •Right Space and, Landlord shall be free to lease the Offbrcd First Right Space described in the First Offer Notice to third parties selected by Landlord at such rental rates and upon such terms as Landbad it' its sale discretbn may desire. 23 Landlord's Obl'v R-Offer, Notwithstwuling th foregoing, befora leasing any Offered First Right Space to any other person or entity on econoirile terns that are more than ten percent (100A) more favorable (on an annualized net effective rent basis) than the Offered Terms Aped fled in the First OI4er Notice, subject to all of die terms and conditions of Oils Schedule 21.2, Landlord most re -offer such Offered Fist Right Space to Tenant on the more favorable economic terms by delivering Another First Offer Notice with respect to suah space in accordance with Smile" 2.1 of this Schedule "1.2" and Tenant shall again have the right to elect to lease such space by delivering a Tenant's ROM Acceptance Notion in accordance with Section 11.2(bl of this Scheth le ""1-2' provided that T'cnunl shall have only five (5) business days After receipt of any such First Offer Notice within which to deliver Its Talent's Acceptance Notice wtidi respect to such Offered First (tight Space that is re -offered to Tenant in accordance with this Section 2. . Term: (lent• Other Terns. 3.1 If Tennnt duly exercises its (Right orFirst Offer b, accordance with (his Schedule "j-2" with respect to nay Offered i'irst Right Space that is Identified in oily First Ofilr Notice (any such splice "Leased First flight Spacu"), then; (A) the tern of the lease of such leased Final Right Space shall commence upon tite (late (Ore "Fist flight Commencement pate") []lot Landlord tenders to Tenant delivery of possession ofsuch Leased First Right Space, (b) the expiration of Tenant's lease of die Loused First Right Space shall be coterminous with the tenniltation of the Lease for the then existing Premises, (c) except as expressly provided to (lie Contrary in this Schedule "Jd" , the rentaitring terms orTenant's lease orsuch Leased First (tight Space shall be the terns and conditions orlhis Loose (provided that nil provisions of the Lease which vary based upon tine Rentable Arco of[be Promises shall be Adjusted to Iullect the addition ordle Lensed First Right Splice Ie the Premises) and (b) Landlord and Tenant shall reasonably promptly diereuiter execute An amendment to this Lease forsuch Leased First Right Spree even the terns and conditions as act lurili In the First Oiler Nalice, subject m the provisions o rLhls &yudule "J 2" , 611thlY base le in the upplicuble First Itigin Conimanceneol Uateiand`shall belcaoalresi to Olevrndt et OP (0)Vim tile run Right or squarece (the factlof Rentable shall Aran enlnilinhned in such Lensed First Right Space and (b) tho FMRR I'or such Lensed First Right Spice. If In the Applicable Acceptance Notice, T'ennn[ expressly rejects Landlord's dcterminmiun of the FNIRR (and ROM Rent) lbr tho applicahle Lensed First Main Spam. Ihen [he FNIRR (and ROPO Rent) fur such Leased First Right Splice shall he duarnhinud in accordance With Schedule "J•X' provided thin !]'tile FMRR load ROfrO Bert) for any Leased first Right Simm shall not be determined as orthe First Right Commencement Dune, the parties shall utilize Unidlord's Subtniited FMRR (delned below) un dotm•niine the ROM Ronnt For the Applicable Leuscd First Right Space, end irT'enunPs Suhnriltcd FNIRR shall be uitinhmeiy selected prsunnt to Sol lYC1nlr CeumrOr—Ci¢ n/'.Yr+mn arrn Leru'e ,1- I- hlbil I 80A-377 EXHIBIT 1D ,ScheduIis 1-3" Tenant shall be given a credit against ROFO Rent next dtie hercunderequat to the amount ofony overpayment. IPfe cant foils, in the applicable Acceptance Notice, to expressly reject Landlord's determination of the FMRR (Ind ROFO Rent) eel forth in due applicable First Offer Nonce, then Tenant shall conclusively be decried to have accepted Landlord's determination of the FMRR (and ROFO Rent) for the applicable Leased Find Right Space as set forth to the applicable First Otter Notice. Notwithstanding onyddng to the contrary herein. Tenant shut[ pay Additional Rent with respect to any Leased First Right Space in the same amnner as for die Initial Premises, including, without limitation, in accordance with the provisions of Section 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 ol'Lcased First Right Snace� Deliver i Im vpyt eiuc),_,_n(. 3A.1 Landlord shall endeavor to deliver lit Leased First Right Space to Tenant on or before the oppl!cab Ia Offered Space Scheduled Commencement Date (as identified in the applicable First Offer Notice); provided, however, that if far 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 ressonabla erfarts 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 slate of repair, and Landlord shall not be raqufred to perform any work, supply any materials or incur any expense (including the granting of any allowance to Tenn with respect thereto) to prepare any Leased First Right Space for Tenant's occupancy; provided, however, drat: (a) Landlord shall cause the Leased First Right Space to be demised prior to the date on whlch it Is delivered to Tenant, and (b) to die extent (and only to the extent) determined in connection with detenmkedon of ilia FMRR for any Lensed First Right Space: (I) Ifsuch Leased First Right Spaae has not, prior to the date the same Is delivered to Tenant, previously been Improved, Landlord shall grant to Tenant, a rent No construction period (with respect to the ROFO Rent payable far such Lensed First Right Space only) for die construction of the initial Leasehold Improvements (if any) In such Leased First Right Space, and (13) Landlord may grant to Tenant an Improvement allowance to be used for costs that are incurred In connection with the construction of the initial Loasehoid Improvements (if any) in such Leased Fit* Right Space, The construction of all Leasehold Improvements by Tenant in any Leased First Right Space shall comply with the provisions of Arise 10 orthe Lease 801IN lWtk Cunrar Dr- CIA- nJ.Srrrrri+.•Inu Lime -4. Exhibit I 80A-378 EXHIBIT 1D Bch Ado Ia-U-3" Deterndnina FMRR, For purposes of determining the FMRR, the roilowiug procedure shall apply: I If Tenant duly exercises any Extension Option and duly rejects Landlord's determination (in ids Market Rent Notice orthe FMRR ror Ate Extension, then Landlord and Tenant shall endeavor to agree upon the FMRR for the Extension Term on or berate the Outside Agreement Date (detlned below). i rLandlo•el and Tenant arc unable to agree upon Ate FMRR for ilia Extension Tenn on or before the Outside Agreement Date, then the FMRR forthe Extension Teri shall be determined by arbitration pursuant to Section 2 ofthis Schedule ` -3". The "Outside Agreement Date" means the dale ilia( is ten (10) business days alter the date that Tenant notifies Landlord, in its Market Rent Response Notice that Tenant has rejected Landlord's initial determination orthe FMRR far the Extension Tenn, 2 If Landlord and Tenant shall fail to agree upon the FMRR for die Extension Term on or before the applicable Outside Agreement Date, then within ten (10) business days thereafter, each of Landlord and Tenant shall submit to the other its final determination of the FMRR for the Extension Terns and such final determinations shall be submitted to arbitration (as Tenant's and Landlord's "Submitted FMRR," respectively) in accordance with the Following: 2.1 Landlord and Tenant shall each appointees arbltrator who shall by prokslon be a real estate broker who shall have been active In die leasing orthe Project and the Comparable Buildings over the five (5) your period ending on Ale data of such appointment. The determination orthe arbitrators shall be limited solely to the issue As to whether Landlord's or Tenant's Submitted FMRR is the closest to file actual FMRR for the Extension Term, as determined by ilia arbitrators, taking into account the requirements of this Schedule "J-3" Each such arbitrator shall be appointed within fifteen (15) business days after die Outside Agreement Date, 22 The two arbitrators so appointed shall, within ten (10) business days of the date of the appointment of file second appointed arbitrate, agree upon and appoint a third arbitrolor who shall be qualined under the some standard as desodoed in Section 2.1 ol'this Schedule "73" (with respect to appointment of die Initial two arbitrators). 2.3 The three arbitrators shall, within Ailrly (30) days of the appointment orthe third arbitrator, recall a decision us to whether the pnrlies shall use Landlord's or Tenant's Submitted FMRR and shell notify Landlord and Tenant thereof; provided that: (a) ireilhcr Landlord or Tenant Palls to appoint an arbitrator within fifteen (15) business day period described in Section 2.1 of this Schedule 'U then the arbitrator appointed by die other party shall solely reach a decision as to Ale FMRR for the Extension Terra and notify, Landlord and Tenant thereof within shiny (30) days following expiration of such fifteen (15) business day period, and such arbitrator's decision shall be hinding upon Landlord anti Tenant, and (b) irthe five ablinters fail to agree upon and appoint a third arbitrator, or both parties fail to nppoint an arbitrator, then the appointment urdie third arbiiratur or any arbltrator shall be dismissed and the matter to be decided shall be promptly submitted to orb itrat ion ender die provisions of die American Arbitration Association (die"AAA'1, but subject to die instructions set forth in this Schedule"]-3". 2.4 The decision of the mgiority, of the three arbitrators (nr io the case of a decision made under clause (a) or (b) of act' i 2.3 of this Schedule 1.3", the decision of die single Arbitrator or the arbdtreor(a) appointed by the AAA) shall be binding upon Landlord and Tenant, shall he in writing and shall be non -appealable, and counterpart copies thereof shall be delivered to Landlord nod Tenant. Ajudgment or order based upon such nwmd 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 ilds Lease. 2.5 Landlord and Tenant shall each bear SA% of the cost orfhearbStralion described In this Section 2 ofthis' Schedule 4,7-3 301 WCbtr roarer Dr -Cary, rfSmua Flea Loony -5. If.xhibit d 80A-379 EXHIBIT I EXHIBIT„ " hWEBROW SIGN I. Grant of Rights. In connection with Tenant's lease ofthe Premises, subject to all oldie terms and conditions of thin M311ilt "K""K". Tenant shall have the nonexclusive right to cause Landlord to display idgnnge (the "Eyebrow Sign") identifying Tenant by its Business Name (defined below) on the Building in the location described in Section 2.1 orthis Eshibit `K". All ofthe Tenant's rights under this Exhibit "K" are personal to the Original Tenant and are not transrerable in connection with any Transfer or otherwise, "Business Name" nmeans Duly "City of Santa Ana", or any other business or trade name ofTenant that not an Objectionable Name. "Objectionable Namme" means any name list: (a) relates to an entity (hat is Ora character or reputation, ar Is assoolatcd with a political orientation or raction that is materially inconsistent with the quality or the Project, or which would otherwise reasonably offend an Institutional quality landlord Ora building comparable to the Build)ags in Downtown Santa Ann, taking into consideration the size and visibility of the Pylon Sign or (b) cohtictS with any then existing covenants In other leases of space in the Building Or Project 2. Locathat Snaelienflons and Permits, 2.1 Subject to Section 2.2 of this ExLi I It It ' " below, The Eyebrow Sign shall be located on the "eyebrow level"orlhe Building (ha, just above the first floor of the Building) on a side of the Building reasonably designated by Landlord. 'The graphics, materials, Color, design, lettering, size, exact location, lighting (if any) and specifications and all other aesthetic factors (collectively, the "Sign Speeinent)uns") of the Eyebrow Sign shall be approved by Landlord in its sole and absolute discretion, in addition, oil of Tenant's rights under this Exhibit " " with respect to the Eyebrow Sign shall be subject to; (a) the receipt of end continuing compliance with all required govemmental permits and approvals (and the submission of copies thereof to Landlord) required for the installadon and continuing display Of each of the Eyebrow Sign and (b) the continuing compliance of the Eyebrow Sign with all applicable Laws.' 12 Landlord shall have the right, in Its sole but good filth discretion to, (a) position end/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 tie Building described In Section 2.1 of this Exhibit " "above) and (b) place on or about the Building or Projcet (or on other signs for the Building or Project): (i) the name of(and/or other Identifying in formation for) Landlord, the Building and/or Project or (il) such other names, business names, tr•ado names or arfriiate names representing such other tenants orpersons, In either case, as Landlord shall deteimnine in its sole and absolute discretion, 3 Cost and Maintenance. The Eyebrow Sign shall be fnbricned and installed by a contractor retained by Landlord; and shall be operated, and maintained by Landlord. Tenant she[], 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 die fabrication, installation, operation, maintenance, repair, and eventual removal and disposal of the Eyebrow Sign, including, witrout limitation, the cost of utility charges and hookup fees (if applicable), permits, and maintenance and repairs. The terms of this Section 3 orthis Exhibit "K" shall survive the expiration or earlier tannhiation orthis tense, 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 or Tenant's rights with respect to the Eyebrow Stan: (a) at any tnie that die Original Tenant (together with any Permitted State & County Transferees In accordance with Section 11 12 above) is no longer leasing and occupying 20,000 RSP in the Building, (b) if this Lease is assigned to any Person, or (c) if nny Event of Dernult occurs. 4.2 Upon the expiration a' earlier termination of tli is Lenee, or aller termination of Tenant's rights with respect to the Eyebrow Sign as provided above, Landlord may, at Ten ant' a sole cost and expanse remove the Eyebrow Sign from the Building and cause the arena in which such Eyebrow Sign was located to be restored to the condition existing immediately prior to die plmaementofsuch sign (subject to ordinary went and lear) Tenant shop reimburse Landlord for all of its costs Incurred in connection therewith In accordance with Sect !oil 3 of this 'x I bit "K" above. The terms or lh is Section 4 orthis Exhibit" "shall survive theexpirntion orearlier lamination ofthis lease. 801 I1•64r1r Cenrvr Or— C!y' ofSanrrtAnn Genet . t, L'xhlbit K FO I M • R EXHIBIT 1D E,XHIDIT "L" STATE REQUIRMENTS I, If applicable, Landlord will provide a Seismic Certificate of Applicable Code in the form described in Schedule "L.I" with respect to seismic adequacy. 2. Landlord has provided ilia Accessibility Survey with respect to the Premises and the path oftmvel fronr/to public tronsportatlon and public rights -of --way, parking and restroom areas attached hereto as e5r c ,tittle "L•2". Landlord will perform all work required to correct the conditions Identified in: (a) Form I (restriping ADA stalls); (b) Form 3A (Item 2) (install on intercom system tint 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 file 2"a floor rosiruunts). The condition identified in Form 8 (Stairs) will not be carrected, and is accepted by Tenant as an acceptable hardship. 3. Landlord will additionally provide a Verified Report Form G followhtgcompletlon or construction. Sol {I'C7vh Cenrer Ur—CSry•nfSnrpn;hm Lwde Pshlbh K 80A-381 EXHIBIT 1D Selmdple "W" Form ofSeismlc Certillente ofAppllcnble Code (attached) 80A-382 EXHIBIT 1 D 14 November 2016 William Lee, Vice President Ocean West Capital Partners 315 W. 91' Street, Suite 808 Los Angeles, CA 90015 33# 1610377 0Tr1UCTUAAL Subject: Seismic Ceitficate for California Department of General Service a mvtl, 801 Civic Center Drive 5N4111pBH6 Dear Mr. Lee: Attached please find the Seismic Certificate requested by California Department of General Service (DGS) for the 4 story building at 801 OVc Center Drive, Santa Ana, CA 92701, The building was consbWed In about 1983. The certificate states that this building was designed to meet the 1976 or subsequent editions of the Uniform Building Code and does not have any one of the enumerated characteristics or conditions listed In the certificate. The building has the condition of: • Welded steel moment frames (WSMF) that constitute the primary seismic force -resisting system for the building, and • the structure was designed to Lode requirements preceding those of the 1997 edition of the Uniform Building Cale, However, the building has not: • experienced an earthquake of sufficient magnitude and site peak ground modons that Inspection Is required when any of the conditions of Section 3.2 of FEMA 352 Indicate an Investigation of beam -,column cannectlons Is warranted The certificate does not require any analysis of the building or any comparison to the latest Building Code. Any soft story, discontlnulty or Irregularity that may be present In the bullcling may affect the performance of the building In the event of a large earthquake. Our professional services have been performed with the intent to meet the degree of rare and skill ordinarily exerdsed by reputable structural engineers practicing In this or similar localities. No other warranty, expressed or Implied, Is made as to the professional advice or opinions Included In this report. If you have any questions regarding Information presented In this letter or the attached certificate, please feel free to contact us. Sincerely, BRANDOW & JOHNSTON, INC. Ryan 'Shoff, S.E., LEED AP Princl I Attachment: Seismic Checklist Seismic Certlflcate G:\16\1630377 ocean West 801 W Ovic Cntr Santa Ana Seismic Cert\1610377 801 W Civic Center Seismic Certlflcate letter.doc 18831 Von Karmen Avenue Suite 240 Irvine CA 92612 Tel, 949) 862-8500 Fax (949) 955-079,1 80A-383 EXHIBIT 1D Seismic Certificate of Applicable Code 1 am a State of California licensed structural engineer, civil engineer or architect and certify that the building located at; 801 Civic Center Drive, Santa Ana, CA 92701, was reviewed by me. This cedflcatlon was either prepared by me or the bulk of work was performed under my direct supervision. I have no ownership Interest In the subject property. A Certffloate of Applicable Code may be provided If the entire building was constructed under a permit approved by the local jurisdiction and was designed to meet one of the following requirements; ©1998 or subsequent editions of the California Building Cade; or, X 1976 or subsequent editions of the Uniform Building Code and the building does not have any one of the enumerated characteristics or conditions listed below: • Unralnforced masonry elements, whether load -bearing or not; not Including brick veneer; • Precast, prestressed, orpest-tensioned structural or architectural elements, except piles; • Flexible diaphragm (e.g„ plywood) -shear wail (masonry or concrete) structural system constructed pursuant to editions of the Uniform Building Code prior to the 1997 edition; • Apparent additions, alterations, or repairs to the structural system made without a building permit; • Constructed on a site with a slope with one or more stories ap rtlallV below grade (taken as 50% or less) for a portion of their exterior; • Soft or weak story, including wood frame structures with cripple walls, or is construction over first -story parking; • Seismic retrofit of the building, whether voluntary or mandated, whether partial or complete; • Repairs following an earthquake; • Welded steel moment frames (WSMF) that constitute the primary seismic force -resisting system for the building, and the structure was designed to code requirements preceding those of tho.1397 edition of the Uniform Bullding Code, and the building site has experienced an earthquake of sufficient magnitude and site peak ground motions that inspection is required when any of the conditions of Section 3,2 of FEMA 352 Indicate an investigation of beam -column connections Is warranted; • Visible signs of distress or deterioration of structural or non-structural systems, e.g„ excessively cracked and/or spalling concrete walls or foundations, wood dry rot, etc, Documentation of the selected performance level evaluation will be retained by the preparer and shall be available to the State upon request. Name: Ryan Blshoff Firm: Brandow & Johnston, Inc. Telephone No: 949-962.8510 License No; SE 6250 License Expiration Date: 06130117 �11/14(2016 Signature Date Vommem: For a bullding not qualifying under the above criteria; an Independent Review must be performed. KELPS OpOon 2 00 Apdf 09 F. ' • • I EXHIBIT 1D SEISMIC SCREENING CHECKLIST Reviewer Name `Prcjebt Nb '. Total Bldg. Sq, Ft. is cy Tots) Lease Sq. Ft., LiSpatipn, Hours of use 1 Retrofit since 1976 No furtherscreening required if dooumentatton of retrofit is provided. 2 Age of Suilding & ' Type of Con'strubtlon 3 .Height; df, Bulldl(1g ;': ,;',.; ;..•' Max, number of stories silowable forscreenfng 1s 6, Assign one point per story, I.e., 9 min., 6max, (1•e) Assign points as Indicated for counties as grouped in a, b, & c below (a) 12 points In Los Angeles, West 113 of San Bernardino, 12 Contra Costa, Riverside, Santa Clare, Alameda, Ventura, San Francisco, Merin (b) 9 points In Sonoma, Santa Barbara, San Mateo, 9 Orange, San Dlego, Inyo, San Luis Obispo, Napa, Kern, Monterey, Solano, Humboldt, Mendocino (c) 3 points to all other counties not listed above. 3 mF�m " fffdl � t{fl K71 t� Cd : 5 e 7 1G 7 9 All other configurations 6 Conflguration, (Plan View). ' 3 7 7 7 7 Visible Defects Subjective scoring: 16 paints max. assignable for all defects observed. The following list Is of typical things to look for. a Dry rot; look for water stains on calling tiles and walls, b Damaged foundations; look for large cracks and misalignment c Sagging or shifted beams; look for bowing in center, check for position (parallel) relative to other members d Tilted walls or columns a Corrosion of steel; look for rust, flaking, etc, Check for water stains. f Cracks greater than 1/3" in masonry or concrete g Check for any material that crumbles (wood, plaster, conc., etc) (1.10) $core TOTAL 23 Total score of 20 or above requires standard seismic certification. tAPy J $M9IMI: CIMCki81•¢WIbU.vJ9 80A-385 EXHIBIT 1D Sc6duIL"L-2" A ece,a.si6filly Survey (amachedj W IV Ork Curter Or— rov nfSnant.4on teas, .I. Ezh iBil f` EXHIBIT 1 D inu,l P, -1 CuhCulror Crly, CA bpxA W= 616 $"QW 140y, Nre¢(enav 4W Lnx MyWxn, r1 4191 r!I$Gia I4.f1 sni erne en . uu�wr • nawar.inrr 9 IrKan Van K!xmnnAVwrun,euh 12a Irvfiq C,A 41a12 IYn9rl4lv5n March 10, 2017 635 K-don Shady &Ra taea e,ur Frsnd_ pgatl05 4k%111ersn Mr. Wllllam Lee 405A uanoufx 1 envoy art. lW President Iseary NoW Jx Mile)Vice ga4a,Ixri Oman West 10 RastM Sk0% 60, floor 315 W. Bth Street, Suite Bog WW Ycx • IA Los Angeles, CA 9001s Bli.n? VANYlnYb.0M1Y RE; 901 W. Civic Center, Santa Ana- Accessibility Checklist RESO Project Number: 142056 Dear William, Upon review ofthe 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, remedlatlon work for 3 specific Items on the list would have significant Impacts on other aspects of the building. Such Impact Is listed for your consideration. :E Parking (form 1) Item 1 thru 4 o Restripe parking, relocate orrework parking surface 1: Exterior Routes of Travel (Form 3A) o Item 1-Condition does notapply if accessible parking is relocated e Item 2-Alternate provision to provide an intercom system that will alert dedicated Personnel to assist those In need Exterior Routes of Travel (Form 3B) Items 1 thru 2 o Condition does not apply If accessible parking is relocated Curb Ramps (Form 4) Items 1 thrd 2 o Condition does not apply if accessible parking Is relocated .i 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 X' hlgherthan code maximum, Rem edlation would require the reconstruction of the stairwells. The California bul (ding code has an explicit exception that would allow for such condition (1113-210.1 Exception:2) provided DGS accepts this as hardship. Building Entrances and Exits (Form 10) o Provide required signage and adjust door closer ,Yfll t4'Chvr Cewer Ur-Cll1� n%Snnbi,lrtn Leuaw FJtilar K 80A-387 EXHIBIT 1D Doors and Gates (Form 11) o Rework as required 'S Elevators (Form 13) o Panels In the elevatorwlll be reworked to provldethe minimum required toe clearance distance - 0 Toilet Facilities (Form 16) o Rework as required El Signage (Form 19) o Provldesignage as required Alarms (Form 20) - o Rework fireextingulsher cabinet Sincerely, Dickson Ol, AIA Project Manager Page(2 I346805.1;1234 nsl 2 FOOTITMOU46 L:M11O.]kM17 EXHIBIT ISM" APPROVED GOVERNMENTAL ENTITIES Slate of Calibre b —Employment Development. Department State ofCalifPomia—Department of Rehabilitation Cmmly of Orange—Sooiaf Services Agency SER Jobs for Progress —Title V Grant; Privnle Non•Profil Rancho Santiago Community College District • Sunta Ana College Goodwill Industries Cornerstone/Job Corps 1701 1VOI eC"Nat Dr— Cirp n/SruUnAnrr Lrn.ru 'I' LshibitF LFIJI • • EXHIBIT I D TABLE OF, CONTENTS U01 ARTICLE I - DEFINITIONS .................... ........ ......... ....... ...... .......... .......... I ARTICLE 2 - LEASE 0 F PREMIS ES; COMMON AREAS; PARKING; SIGNS ....................................................... — ....................... 3 ART) CLL 3 - DELIVERY; COM M ENCEMENT,, TERM; SU RRENDER: 11OLDING OVER . ............... .................... ....... -.. 4 ARTICLE 4 - RENT AND OTHERCHARGES .... ....... ......................................................................................................................... 4 ARTICLES. TENANT'STAXES ............................................... ..., .............................. .......................................... ............................ 5 ARTICLE6. SECURITY DEPOSIT ....................................... ............ I... ....... .............................. ................... 5 ARTICLE 7 - USE OF PREMISES .............. ................ ............................ ................ ............................. 5 ARTICLE 8 - UTILITIES AND SERVICES ............................................................. ........ .................... ...... ............. ......................... 6 ARTICLE 9 - MAINTENANCE AND REPAIRS ........................... ..... 1-.1 .... 11.1 ........................................................................... 6 ARTICLE10 ALTERATIONS ..................................... ................................ 1. ........... ..... I .... I .... I ....... ... ". ....... I .... .......... 6 ARTICLE II - ASSIGNMENT AND SUBLETTING .... ...................... I ..... ... ............ I ....................................... ........................... ........ 17 ARTICLE 12 - SUBORDINATION AND ATTORNMENT; ESTOPPEL CERTIFICATES; FINANCIAL STATEMENTS ................8 ARTICLE 13. CASUALTY;TAKINO ................................. .................. ................. .... ... ..................................................................... 8 ARTICLE 14- INDEMNIFICATION AND INSURANCE ................................................................. ................ 9 ARTICLE IS- EVENTS OF DEFAULT AND REMEDIES .......................... ...... ............... ................ 9 ARTICLE 16- LANDLORD'S DEFAULT; LANDLORD'S LIABILITY ............................................................................................ 10 ARTICLE 17. MISCELLANEOUS ................................................ ...... ................ ........ ............... 10 E,XIiIBlT"A" Depiction tn'the Promises EXHIBIT"B" Notice of Lease Tenn Dates EXHIBIT"C" Work Letter Agreement EXHIBIT"D" Rules and Regulations EXIIIBIT"E" Additional Rent EXHIBIT"F" Scrylecs and Utilities PXIIJBIT"O" Insurance Requirements EXHIBIT"IT' Remedies FVIBIT"I" Form of'renant Estoppel Certificate EXHIBIT"I" Options FXHIBIT"K" Eyebrow Sign EXI-I[Brl"'L' State Requlrements• EXHIBIT "M" Approved Governmental Entities got ft'Chvre 1,eme 4YU614 ul'Contonu 80A-390 EXHIBIT I Memorandum of Understanding DevelopmentSanta Ana Workforce , and the Santa Ana Mousing Authority 80A-391 WAl i i 1) LEGAL AUTHORITY The Workforce Innovation and Opportunity Act ("WIOA") see. 121(c)(1) requires that each. Local Workforce Development Area develop and enter into a Memorandum of Understanding ( "MOLD") with each. America's Job Center of California C AJCC') Partner, consistent with WIOA Sec, 121(c)(2). This requirement is further described in the WIOA; Joint Rule for Unified and Combined State Plans, Performance Accountability, and the AJCC System Joint Provisions: Final Rule at 20 CFR 678.500, 34 CFR 361.500, and 34 CFR 463,500, and in Federal guidance. Additionally, the sharing and allocation of infrastructure costs among AJCC Partners is governed by WIOA see. 121(h), its implementing regulations, and the Federal Cost Principles contained in the Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (Uniform Guidance) at 2 CFR part 200. 2) PARTIES The parties to this MOU are the City Council of the City of Santa Ana, the Santa Ana Workforce Development Board ('SAWDB"), and the Santa Ana Housing Authority, a collocated one -stop AJCC Partner located at the Santa Ana WORK Center, 801 W. Civic Center Drive, Suite 200, Santa Ana, CA 92701. The purpose of the MOU is consistent with the provisions of WIOA see. 121(c)(1), to establish a cooperative working relationship between the SAWDB and Santa Ana Housing Authority, -the collocated AJCC Partner, and to define their respective roles and responsibilities concerning the operation of the AJCC as it relates to shared services and customers. It serves to establish the framework for providing services to employers, employees, job seekers and others needing workforce services. It also serves to establish a framework to support the established service delivery through the sharing of resources and costs. 4) DURATION This MOU shall become effective as of the date of fiill execution of the MOU by all Parties ("Effective Date) and terminate June 30, 2022. This MOU shall supersede and cancel the existing Phase I MOU (A-2016-1.37B) between Santa Ana Housing Authority, and the SAWDB, executed June 01, 2016, and Phase 11 MOU (A-2017-211) between Santa Ana Housing Authority, and SAWDB, executed September 01, 2017. This MOU shall also cover any and all services provided by the Partner since July 1, 2018, until the Effective Date of this current MOU. This MOU will be reviewed not less than once every three years to ensure appropriate funding and delivery of services and to identify any substantial changes thatt require modification of this MOU. This MOU will remain in effect until the termination date, unless one of the conditions in section 32 occurs. 80A-392 EXHIBIT 1E 5) MODIFICATIONS AND REVISIONS This MOU and its Attachments 1, 2, 3, 3-1, 4, and 5 constitute the entire agreement between the parties, and no oral understanding not incorporated herein shall be binding on any of the parties hereto. This MOU may be modified, altered, or revised, as necessary, by mutual consent of the parties, by the issuance of a written amendment, signed and dated by the parties, which may require approval by the governing body of each Party. Assignment of responsibilities under this MOU by any of the parties shall require prior written notice and preapproval of all parties. Any assignee shall also commit in writing to the terns of this MOU. G3>�Y:laYt/l1Ti, # 3 ,4 TO Santa Ana's vision rests on integrating current and future resources through its SAWDB Partners. Integration suggests more than partnering or assembling multiple funding sources. It means making certain that all elements of the workforce support system work together to create inviting and seamless services wherever a client enters the system. Santa Ana's vision is sensitive to the needs of its unique demographics. The SAWDB's overall strategies include: a) Identifying regional industry clusters (e.g., manufacturing cluster, medical cluster, etc.) to create new jobs in which Santa Ana's workforce can participate; b) Expanding small business development support as a creator of new jobs and method for growing the local tax base; c) Educating Santa Ana's current and future workforce through classroom pre -training and training activities, plus on-the-job training and workforce skill enhancement activities; d) Offering career pathway programs for both unemployed and employed adults and youth; e) Increasing access to jobs for disconnected and underserved populations, especially youth; f) Organizing, integrating and supporting social and other services through the SAWDB's network of partnerships, volunteer organizations, and established institutional resources; and, g) Assuring funding from all public, private, and other sources in support of its programs. 7) ONE -STOP SYSTEM & SERVICES A. LOCATION The AJCC is currently located in Santa Ana as follows: American Job Center (Comprehensive AJCC) Santa Ana WORK CENTER 801 W. Civic Center Drive, Suite 200 Santa Ana, CA 42701 (714) 565-2600 Open to the Public: Monday — Friday 8.00 am-5:00 pin 80A-393 EXHIBIT 1E The AJCC is currently located at the Santa Ana WORK Center ("SAWC"} as described in the Location of AJCC and all Partners, attached herein as Attachment I and incorporated herein by reference. Santa Ana ranks as the fourth densest city in the entire nation. SAWC, through its central location in downtown Santa Ana, shall provide and/or coordinate WIOA services to individuals, providing them with the necessary skills to participate in building a world -class workforce in Santa Ana. The SAWC offers the community a variety of informational, employment and training services based on individual needs. Those needs are met by the combined efforts of the SAWC Partners as described by the Santa Ana AJCC Partner Services, included herein as Attachment 2 and incorporated herein by reference. Services and referrals provided at the SAWC by AJCC Partners may include, but are not limited to, the following: 1. Basic Career Services: a. Eligibility determination; b. Outreach, intake, and orientation to information and services; c, Initial assessment of skill levels, including: literacy, numeracy, and English proficiency; and, aptitudes, abilities, and support service needs; d. Labor exchange services, including: i. Job vacancy listings in labor market areas; ii. Information on job skills needed to obtain the vacant jobs; and, iii. Information relating to in -demand occupations, including earnings and opportunities for advancement; e. Provision of performance and program cost information on the Eligible Training Provider List ("ETPL") eligible programs by program and type of provider f. Provision of information in acceptable formats and languages that identify actual. performance against performance accountability measures g. Provision of information related to support services h. Provision of information and assistance in filing Unemployment Insurance claims; and, i. Assistance in establishing eligibility for programs of financial aid assistance for training and education programs not funded through. WIOA. 2. Indlvldnalized Career Serylees. a. Comprehensive and specialized assessment of skill levels and service needs including: Diagnostic testing; and, other assessment tools; b. In-depth interview and evaluation to determine barriers and goals; c. Development of Individual Employment Plan (IEP) to identify goals, objectives, and services; d. Group counseling; e. Individual counseling; f. Career planning; g. Short-term pre -vocational services, including: development of learning skills; communication skills; and, other soft skills to prepare individuals for employment or training; 4 80A-394 h. Workforce preparation activities, including: basic academic; and, obtaining other skills necessary for successful transition into postsecondary education, training or employment; i. Financial literacy services; and, j. Out -of -area job search assistance and relocation assistance. 3. Traininn Services. a. Occupational skills training, b. On -the -Job training; c. Incumbent worker training; d. Programs that combine workplace training with related instruction, which may include cooperative education programs; e. Training programs operated by the private sector; £ Skill upgrading and retraining; g. Entrepreneurial training programs; h. Transitional jobs; i. Job readiness training provided in combination with any of the aforementioned training Services; j. Adult education and literacy activities, including: activities of English language acquisition, and, integrated education and training programs provided concurrently or in combination with any of the aforementioned training services; k. Customized training; 1. internships and work experiences that are linked to careers; and, in. English language acquisition and integrated education and training program. 4. Emvtaver Services: a. Recruitment and other business services on behalf of employers. C. SYSTEM STRUCTURE 1. AJCC ONE -STOP OPERATOR PROCUREMENT The SAWDB will procure the AJCC Operator through a competitive process in accordance with the Uniform Guidance Cost Principles contained in the Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards at 2 CFR part 200 (Uniform Guidance), including the Office of Management and Budget's (OMB) approved exceptions for the U.S. Department of Labor at 2 CFR part 2900, WIOA and its implementing regulations, and local procurement laws and regulations. All documentation for the competitive AJCC operator procurement will be available for public inspection. The State requires that the AJCC operator is re -competed at least every three years and no later than every four years. Hog a. Provision of AppGeable Career Services and Participation in Planning and Development. The parties to this MOU will work closely together to ensure that the AJCC is a high -performing work place with staff that ensure quality of service. The AJCC Partner has indicated they shall provide an array of applicable career services to clients as set forth in the Santa Ana AJCC Partner 80A-395 EXHIBIT 9E Services. The AJCC Partner agrees to the responsibilities required of all Partners under WIOA Section 121(b). In addition, the AJCC Partners will participate in joint planning, plan development, and modification of activities to accomplish the fallowing: i. Continuous partnership building; ii. Continuous planning in response to state and federal requirements; and, iii. Responsiveness to local and economic conditions, including employer needs. Parties agree to the co -enrollment of mutual customers in case management to better leverage the resources available for the benefit of the participant and enhance successful outcomes and participate in the operation of the one -stop system consistent with the terms of the MOU and requirements of authorized laws. Both parties agree to inform each other immediately when a customer violates an established policy that would require them to be banned from the center or behavior that requires police intervention. Parties agree to collaborate and reasonably assist each other in the development of necessary service delivery protocols for the services outlined in this MOU. Parties agree that the provisions contained herein are made subject to all applicable federal and state laws, implementing regulations, and guidelines imposed on either or all the parties relating to privacy rights of customers, maintenance of records, and other confidential information relating to customers. Parties agree that all equipment and furniture purchased by any party for purposes described herein shall remain the property of the purchaser after the termination of this MOU. b. Parties shall comprty with: i. Section 188 of the W10A Nondiscrimination and Equal Opportunity Regulations (29 CFR Part 38; Final Rule, published December 2, 2016); ii. Title VI and VII of the Civil Rights Act of 1964 (Public Law 88-352), as amended; iii. Section 504 of the Rehabilitation Act of 1973,.as amended; iv. The Americans with Disabilities Act of 1990, as amended; Y. The Jobs for Veterans Act (Public Law 107-288) pertaining to priority of service in programs funded by the U.S. Department of Labor; vi. Training and Employment Guidance Letter (TEOL) 37-14, Update on Complying with Nondiscrimination Requirements: Discrimination Based on Gender Identity, Gender Expression and Sex Stereotyping are Prohibited Forms of Sex Discrimination in the Workforce Development System and other guidance related to implementing WIOA see. 188; vii. The Non-traditional Employment for Women Act of 1991; viii. The Age Discrimination Act of 1967, as amended; 80A-396 ix. The Age Discrimination Act of 1975, as amended; x. Title IX of the Education Amendments of 1972, as amended; xi. The Family Educational Rights and Privacy Act (FERPA) (20 U.S.C. § 1232g; 34 CFR part 99); xii. Title IX of the Education Amendments of 1972, as amended; xiii. Confidentiality requirements governing the protection and use ofpersonal information held by the VR agency (34 CFR 361.38); xiv, The confidentiality requirements governing the use of confidential information held by the State UI agency (20 CFR part 603); and, xv. All amendments to each, and all requirements imposed by the regulations issued pursuant to these acts. The Parties agree to inform each other immediately when a customer violates an established policy that would require them to be banned from the center or activity that requires policy intervention. 8) COLLOCATED AJCC PARTNER RESPONSIBILITIES Partner commits to collocation of staff, as appropriate, and to providing other professional learning opportunities that promote continuous quality improvement. Partner will fimrther promote system integration to the maximum extent feasible through: a. Effective communication, information sharing, and collaboration with the AJCC operator; b. Joint planning, policy development, and system design processes; c. Commitment to the joint mission, vision, goals, strategies, and perfommance measures; d. The design and use of common intake, assessment, referral, and case management processes; e. The use of common and/or linked data management systems and data sharing methods, as appropriate; f. Leveraging of resources, including other public agency and non-profit organization services; g. Participation in a continuous improvement process designed to boost outcomes and increase customer satisfaction; and h. Participation in regularly scheduled Partner meetings to exchange information in support of the above and encourage program and staff integration. 80A-397 EXHIBIT 1E Partner shaII provide applicable career services to clients as set forth in the Santa Ana AJCC Partner Services. 9) REFERRALS The primary principle of the referral system is to provide integrated and seamless delivery of services to workers, job seekers, and employers. In order to facilitate such a system, Partners will ensure and agree to a. Familiarize themselves with the basic eligibility and participation requirements, as well as with the available services and benefits offered, for each of the Partners' programs represented in the AJCC network; b. Develop materials summarizing their program requirements and making them available for Partners and customers; c. Develop and utilize common intake, eligibility determination, assessment, and registration forms, as appropriate, d. Provide substantive referrals to customers who are eligible for supplemental and complementary services and benefits under Partner programs; c. Regularly evaluate ways to improve the referral process, including the use of customer satisfaction surveys; f. Commit to robust and ongoing communication required for an effective referral process; g. Commit to actively follow up on the results of referrals and assuring that Partner resources are being leveraged at an optimal level; h. Ensure that intake and referral processes are customer -centered with the intent to provide high quality customer service; i. Ensure that general information regarding AJCC programs, services, activities, and resources shall be made available to all customers as appropriate; j. Ensure that referrals will be made via email or other electronic means; k. Ensure that referrals will include a direct link or access to other AJCC Partner staff that can provide meaningful information or service, through the use of co -location, or real-time technology (two-way communication and interaction with AJCC Partners that results in services needed by the customer); and, 1. Ensure that the referral process will include specific staff name, the activity required, desired outcome and a method for communicating back to the referring agency that the service need was addressed. F, I00C11a.]116h 10) SIJPERVISION/BAY TO BAY OPERATIONS a. Day -to -Day Supervision The day -today supervision of staff assigned to the AJCCs will be the responsibility of the site supervisor(s). Partner will continue to set the priorities of its staff assigned to the AJCC. Any change in work assignments or any concerns involving the responsibilities of the parties which occur at the worksite will be handled by the site supervisor(s) and Partner management. b. Santa Ana WORK Center Flours of Operation The SAWC is open for business: Monday through Friday from 8:00 arm until 5:00 pm. c. Partner Staff Office Hours The office hours for Partner staff at the AJCC will be established by the Partner. All Partner staff will comply with their corresponding holiday schedule and will provide a copy of their holiday schedule to the SAWDB and SAWC at the beginning of each fiscal year. d Building Accessibility All Partner staff assigned to the SAWC will be issued an access card to SAWC suite 200 and a parking lot pass that allows them to enter and exit the parking lot. It is all individual staffs responsibility to keep them secure. Should they damage or lose them they can be replace by the SAWDB at the expense of the individual agency staff. e. Benefits Each party shall be solely liable and responsible for providing to, or on behalf of, its employee(s), all legally -required employee benefits. In addition, each party shall be solely responsive and hold all other parties harmless from all matters relating to payment of each party"s employce(s), including compliance with social security withholding, workers' compensation, and all other regulations governing such matters. 1.1) AJCC OPERATING BUDGET The purpose of this section is to establish a financial plan, including terms and conditions, to fund the services and operating costs of the local AJCC. The parties to this MOU agree that joint funding is a necessary foundation for an integrated service delivery system. The goal of the operating budget is to develop a funding mechanism that: a. Establishes and maintains the Local workforce delivery system at a level that meets the needs of the job seekers and businesses in the Local area; b. Reduces duplication and maximizes program impact through the sharing of services, resources, and technologies among Partners (thereby improving each program's effectiveness); W 80A-399 EXHIBIT 1E c. Reduces overhead casts for any one Partner by streamlining and sharing financial, procurement, and facility costs; d. ]Ensures that costs are appropriately shared by AJCC Partners by dctermining contributions based on the proportionate use of the AJCC centers and relative benefits received, and requiring that all funds are spent solely for allowable purposes in a manner consistent with the applicable authorizing statutes and all other applicable legal requirements, including the Uniform. Guidance, and, e. All parties will meet and confer regarding replacement, acquisition, cleaning and maintenance of furnishings. The parties consider this AJCC operating budget the master budget that is necessary to maintain the SAWDB's high -standard AJCC. It includes the following cost categories, as required by WIOA and its implementing regulations: a. Infrastructure costs (also separately outlined below in the Infrastructure Funding Agreement); b. Career services; and c. Shared services. All costs must be included in the MOU, allocated according to the AJCC Partner's proportionate use and relative benefits received, reconciled every six (6) months against actual costs incurred, and adjusted accordingly. The AJCC operating budget is expected to be transparent and negotiated among Partners on an equitable basis to ensure costs are shared appropriately. All Partners must negotiate in good faith and seek to establish outcomes that are reasonable and fair. All Partners must adhere and reference the rules and regulations included in the executed Office Lease, attached hereto as Attachment 5 and incorporated herein by reference. Litt WMA t The Fnfiastructure Funding Agreement (" IFA"} contains the infrastructure costs budget that is an integral component of the overall AJCC operating budget. The IFA is a mandatory component of the local MOU, described in WIOA sec. 121(c) and 20 CFR 678.500 and 678.755. The IFA contains the AJCC Comprehensive Infrastructure Budget, and Other System Cost Budget, included herein as Attachment 3 and incorporated herein by reference, that is an integral component of the overall AJCC operating budget. The other component of the IFA is the Applicable Career Services, attached herein as Attachment 3-1 and incorporated herein by reference, which includes the shared operating costs and shared services, The overall AJCC operating budget includes the Comprehensive Cost Allocation and Partner Contributions, attached herein as Attachment 4 and incorporated herein by reference. AJCC infrastructure costs are defined as non -personnel costs that are necessary for the general operation of the AJCC, including, but not limited to: a. Rental of the facilities; b. Utilities and maintenance; W C. Equipment; including assessment -related products and assistive technology for individuals with disabilities; and, d. Technology to facilitate access to the AJCC, including technology used for the center's planning and outreach activities. Changes in the AJCC Partners or an appeal by an AJCC Partner's infrastructure cost contributions will require an amendment of the MOU. 13) COST ALLOCATION METHODOLOGY The purpose of this infrastructure cost sharing methodology is to summarize, in writing, the methods and procedures that the SAWDB will use to share costs with the AJCC Partner. The AJCC Partner agrees that it will be charged on a monthly basis according to the following cost sharing methodology, and that monthlypayment will be submitted within the first ten (10) calendar days of each month. 14) INFRASTRUCTURE COST ALLOCATION METHODOLOGY a. Rent Costs: Rent costs shall be based only on the base rent. The base rent is derived from the total assigned square footage, calculating the percentage of usage by AJCC Partner and applying that percentage to the common area square footage. Assigned square footage phis the percentage of common area square footage equals total square footage for each AJCC Partner. Total square footage for each AJCC Partner multiplied by the base rent per square foot equals total base rent for each AJCC Partner as indicated in the AJCC Comprehensive Infrastructure Budget„ and Other System Cost Budget and the Comprehensive Cost Allocation and Partner Contributions. The base rent has an annual increase of no more than 3% over the five-year life of the Office Lease document (Attachment 5 attached herewith and incorporated herein by reference). b. Utilities and Malntenanee: This section includes only telephone services, which includes voice -mail on AJCC Partners' phones. Costs for staff phones are charged based on the AJCC Partner's assigned space. Common area phones will be charged according to space allocation. c. Telephones: Telephone costs include the cost of purchasing and installing a new phone system utilized by the AJCC Partners. Telephone costs are based on the actual cost for telephones in assigned spaces. Common area telephones are allocated based on percentage of space allocation. d Teanologv and Internet Aeeess Costs: Installation of Network Wireless Bridge will be a monthly charge based on costs from the vendors. The cost per AJCC Partner is derived from the calculation of total percentage of space used by each AJCC Partner. Recurring monthly charges for Internet, Wi-Pi and other technology charges are allocated based on the percentage of total space allocated. Access Card System installation and programing of the key card system, Data & Phone cabling and Switches will be a monthly charge to all collocated Partners based on allocated space. 15)INFRASTRUCTURE CONTRIBUTIONS The AJCC Partner may provide cash, non -cash (in- kind), and third -party in -kind contributions to cover its share of infrastructure costs. hi -kind contributions cannot be used to fund non- W 80A-401 EXHIBIT 1E infrastructure costs (such as personnel), and must be valued consistent with Uniform Guidance Section 200.306 to ensure such contributions are fairly evaluated and qualify for the AJCC Partnees proportionate share. If third -party in -kind contributions are made to support the AJCC as a whole (such as facility space), that contribution will not count toward the AJCC Partrices proportionate share of the infrastructure. Rather, the value of the contribution will be applied to the overall infrastructure budget prior to determining proportionate amounts and thereby reduce the contribution required for all AJCC Partners. a. Cash Cash funds provided to the SAWDB, or its designee, by AJCC Partners, either directly or by an interagency transfer, or by a third party. A Non -Cash Expenditures incurred by AJCC Partners on behalf of the AJCC; and Non -cash contributions or goods or services contributed by a Partner program and used by the AJCC. a Third party In -kind Contributions of space, equipment, technology, non -personnel services, or other like items to support the infrastructure costs associated with AJCC operations, by a non-AJCC Partner to: Support the AJCC in general; or, Support the proportionate share of AJCC infrastructure costs of a specific Partner (20 CFR 678.720; 20 CFR 678.760; 34 CFR 361.720; 34 CFR 361.760; 34 CFR 463.720; and 34 CFR 463.760]. 16) OTHER AJCC DELIVERY SYSTEM COSTS In compliance with WIOA Joint Rule Section 678.760, the AJCC Partners will use a portion of funds made available under their authorizing federal statute (or fairly evaluated in -kind contributions) to share the additional costs relating to the operation of the One -Stop delivery system. 'These costs maybe shared through cash, non -cash, or third -party in -kind contributions. As required by WSDl6-09, the amount of funds that the AJCC Partner has budgeted to expend on. applicable career services and other shared services, which cumulatively with the other AJCC Partners budgeted amounts shall form the Comprehensive Cost Allocation and Partner Contributions. a. Career Services Applicable to the AJCC Partner The AJCC Partner shall provide applicable career services to clients as set forth in the Santa Ana AJCC Partner Services. The agreed upon Applicable Career Services Budget is set forth in Attachment 3-1 attached hereto and incorporated herein by reference. This budget consists of the AJCC Partner's costs for the service delivery of each applicable career service indicated in the Santa Ana AJCC Partner Services. b. Required Consolidated Budget for the Delivery of "Applicable Career Services" The other system costs budget must be a consolidated budget for applicable career services. This budget must include each of the Partner's costs for the service delivery of each applicable career 12 80A-402 service and a consolidated system budget for career services applicable to more than one Partner as indicated in the Comprehensive Cost Allocation and Partner Contributions. AJCC Partners understand that while only collocated Partners share infrastructure costs, at this time, all AJCC Partners must share in other System costs through non -cash (in -kind) contributions as set forth herein. M123., t, Parties agree that the use of high -quality, integrated data is essential to inform decisions made by policymakers, employers, and job seekers. Additionally, it is vital to develop and maintain an integrated case management system, as appropriate, that informs customer service throughout customers' interaction with the integrated system and allows information collected from customers at intake to be captured once. Parties further agree that the collection, use, and disclosure of customers' personally identifiable information (P11) is subject to various requirements set forth in Federal, and State privacy laws. Partners acknowledge that the execution of this MOU, by itself, does not €unction to satisfy all of these requirements. All data, including customer PH, collected, used, and disclosed by Partners will be subject to the following: a. Customer PH will be properly secured in accordance with the SAWDB's policies and procedures regarding the safeguarding of PII; b. The collection, use, and disclosure of customer education records, and the PII contained therein, as defined under FERPA, shall comply with FERPA and applicable State privacy laws; c. All confidential data contained in Unemployment Insurance wage records must be protected in accordance with the requirements set forth: in 20 CFR part 603; d. All personal information contained in Vocational Rehabilitation records must be protected in accordance with the requirements set forth in 34 CFR 361.38; e. Customer data may be shared with other programs, for those programs' purposes, within the AJCC network only after the informed written consent of the individual has been obtained, where required; f Customer data will be kept confidential, consistent with Federal and State privacy laws and regulations; and, g All data exchange activity will be conducted in machine readable format, such as HTML or PDF, for example, and in compliance with Section 508 ofthe Rehabilitation Act of 1973, as amended (29 U.S.C. § 794 (d)). 13 80A-403 EXHIBIT 1 E All AJCC and Partner staff will be trained in the protection, use, and disclosure requirements governing PH and any other confidential data for all applicable programs, including FERPA- protected education records, confidential information in UI records, and personal information in VR records. it Liuf awom�11li tt:iY11'1 All parties expressly agree to abide by all applicable Federal, State, and local Iaws and regulations regarding confidential information, including PH from educational records, such as but not limited to 20 CFR Part 603, 45 CFR Section 205.50, 20 USC 1232g and 34 CFR part 99, and 34 CFR 361.38, as well as any applicable State and local laws and regulations. Each party will ensure that the collection and use of any information, systems, or records that contain PII and other personal or confidential information will be limited to purposes that support the programs and activities described in this MOU and will comply with applicable law. Each party will ensure that access to software systems and files under its control that contain PH or other personal or confidential information will be limited to authorized staff members who are assigned responsibilities in support of the services and activities described herein and will comply with applicable law. Each party expressly agrees to take measures to ensure that no PH or other personal or confidential information is accessible by unauthorized individuals. To the extent that confidential, private, or otherwise protected information needs to be shared amongst the parties for the parties' performance of their obligations under this MOU, and to the extent that such sharing is permitted by applicable law, the appropriate data sharing agreements will be created and required confidentiality and ethical certifications will be signed by authorized individuals. With respect to confidential unemployment insurance information, any such data sharing must comply with all of the requirements in 20 CFR Part 603, including but not limited to requirements for an agreement consistent with 20 CFR 603.10, payments of costs, and permissible disclosures. With respect to the use and disclosure of FERPA-protected customer education records and the pll contained therein, any such data sharing agreement must comply with all of the requirements set forth in 20 U.S.C. § 1232S and 34 CFR Part 99. With respect to the use and disclosure of personal information contained in VR records, any such data sharing agreement must comply with all of the requirements set forth in 34 CFR 361.38. 19) PRESS RELEASES AND COMMUNICATIONS All parties shall be consulted and notified prior to communicating with the press, television, radio or any other form of media regarding its duties or performance under this MOU. Participation of each party in press/mediapresentations will be determined by each party's public relations policies. The parties agree to utilize the AJCC logo developed by the State of California and the SAWDB on buildings identified for AJCC usage. 20) ACCESSIBILITY 14 • ' 1 I ' I EXHIBIT 1E Accessibility to the services provided by the AJCCs and all Partner agencies is essential to meeting the requirements and goals of the local AJCC network. Job seekers and businesses must be able to access all information relevant to them via visits to physical locations as well as in virtual spaces, regardless of gender„ age, race, religion, national origin, disability, veteran's status, or on the basis of any other classification protected under state or federal law. 21) NON-DISCRIMINATION AND EQUAL OPPORTUNITY All parties to this MOU certify that they prohibit, and will continue to prohibit, discrimination, and they certify that no person, otherwise qualified, is denied employment, services, or other benefits on the basis o€. (i) political or religious opinion or affiliation, marital status, sexual orientation, gender, gender identification and/or expression, race, color, creed, or national origin; (ii) sex or age, except when age or sex constitutes a bona fide occupational qualification; or (iii) the physical or mental disability of qualified individual with a disability. 22) GRIEVANCES AND COMPLAINTS PROCEDURE The AJCC Partner agrees to establish and maintain a procedure for grievance and complaints as outlined in WIOA. The process for handling grievances and complaints is applicable to customers and Partners. These procedures will allow the customer or entity filing the complaint to exhaust every administrative level in receiving a fair and complete hearing and resolution of their grievance. The Partner further agrees to communicate openly and directly to resolve any problems or disputes related to the provision of services in a cooperative manner and at the lowest level of intervention possible. All Partners agree to inform each other immediately when a customer violates an established policy that would require them to be banned from the center or involves police authorities. 4317.1 �� ► tt r r The AJCC Partner agrees to ensure that the policies and procedures as well as the programs and services provided at the AJCC are in compliance with the Americans with Disabilities Act ("ADA") and its amendments. Additionally, the SAWDB and the AJCC Partners will ensure that policies and procedures established by the SAWDB and the AJCC Partners are in compliance with the ADA. HOLD tHARMLESS/INDFMNIFICATION/LUBILITY In accordance with provisions of Section 895A of the California Government Code, each signatory hereby agrees to indemnify, defend and hold harmless all other signatories identified in this MOU from and against any and all claims, demands, damages and costs arising out of or resulting from any negligent acts or omissions which arise from the performance of the obligations by such indemnifying party pursuant to this MOU. in addition, except for Departments of the State of California which cannot provide for indemnification of court costs and attorney's fees under the indemnification policy of the State of California, all signatories to this MOU agree to indemnify, defend and hold harmless each other from and against all court costs and attorney's fees arising out of or resulting from any negligent acts or omissions which arise from the performance of the 80A-405 EXHIBIT 1E obligations by such indemnifying party pursuant to this MOU. It is understood and agreed that all indemnity provided herein shall survive the termination of this MOU. 25) SEVERABILiTY If any part of this MOU is found to be null and void or is otherwise stricken, the rest of this MOU shall remain in force. All parties to this MOU certify they will comply with the Drug -Free Workplace Act of 1988, 41 U.S.C. 702 et seq., and 2 CFR part 182 which require that all organizations receiving grants from any Federal agency maintain a drug -free workplace. The recipient must notify the awarding office if an employee of the recipient is convicted of violating a criminal drug statute. Failure to comply with these requirements may be cause for suspension or debarment under 2 CFR part 180, as adopted by the U.S. Department of Education at 2 CFR 3485, and the U.S. Department of Labor regulations at 29 CFR part 94. All parties shall comply with the Byrd Anti -Lobbying Amendment (31 U.S.C. Sectionl352), 29 C.F.R. Part 93, and 34 CFR part 82, as well as the requirements in the Uniform Guidance at 2 CFR 200.450. The parties shall not lobby federal entities using federal funds and will disclose lobbying activities as required by law and regulations. 28) DEBARMENT AND SUSPENSION All parties shall comply with the debarment and suspension requirements (E.0.12549 andl2689) and 2 CFR part 180 and as adopted by the U.S. Department of Labor at 29 CFR part 2998 and by the U.S. Department of Education at 2 CFR 3485. Witit7 Cs1"�t11i` r a t g All parties certify that they will adhere to all statutes, regulations, policies, and plans regarding priority of service, including, but not limited to, priority of service for veterans and their eligible spouses, and priority of service for the WIOA title I Adult program, as required by 38 U.S.C, sec. 4215 and its implementing regulations and guidance, and WIOA see. 134(e)(3)(E) and its implementing regulations and guidance. Partners will target recruitment of special populations that receive a focus for services under WIOA, such as individuals with disabilities, low-income individuals, basic skills deficient youth, and English language learners. 30) BUY AMERICAN PROVISION Each party that receives fonds made available under title I or 11 of WIOA or under the Wagner- Peyser Act (29 U.S.C. Section 49, et. seq.) certifies that it will comply with Sections 8301 through 8303 of title 41 of the United States Code (commonly known as the °Buy American Act") and as referenced in WIOA Section 502 and 20 CFR 683.200(f). 16 31) SALARY COMPENSATION AND BONUS LIMITATIONS Each party certifies that, when operating grants funded by the U.S. Department of Labor, it complies with TEGL 05-06, Implementing the Salary and Bonus Limitations in Public Law 109- 234, TELL 17-15, Workforce Innovation and Opportunity Act (WIOA) Adult, Dislocated Worker and Youth Activities Program Allotments for Program Year (PY) 2017; Final PY 2017 Allotments for the Wagner-Peyser Act Employment Service (ES) Program Allotments; and Workforce Information Grants to States Allotments for PY 2017,.Public Laws 114-113 (Division H, title I, Section 105) and 114-223, and WIOA section I94(15)(A), restricting the use of federal grant funds for compensation and bonuses of an individual, whether charged to either direct or indirect, at a rate in excess of the Federal Office of Personnel Management Executive Level IL 32) TERMINATION This MOU will remain in effect until the end date specified in section 4 above, unless: a. Federal oversight agencies charged with the administration of WIOA are unable to appropriate funds or if funds are not otherwise made available for continued performance for any fiscal period of this MOU succeeding the first fiscal period. Any party unable to perform pursuant to MOU due to lack of funding shall notify the other parties as soon as the party has knowledge that funds may be unavailable for the continuation of activities under this MOU; b. WIOA is repealed or superseded by subsequent federal law; c. Local area designation is changed under WIOA; and, d. A party breaches any provision of this MOU and such breach is not cured within thirty (30) days after receiving written notice from the SAWDB Chair (or designee) specifying such breach in reasonable detail. In such event, the non -breaching party(s) shall have the right to terminate this MOU by giving written notice thereof to the party in breach, upon which termination will go into effect immediately. In the event of termination, the parties to the MOU must convene within thirty (30) calendar days after the breach of the MOU to discuss the formation of the successor MOU. At that time, allocated costs must be addressed. This MOU is of no force or effect until signed by authorized representatives of the participating parties, and approved by the Chief Local Elected Official or his/her designee. The MOU, once signed, becomes part of the local WIOA Plan Any party may withdraw from this MOU by giving written notice of intent to withdraw at least thirty (30) calendar days in advance of the effective withdrawal date. If agreed to by all parties, the timefirames for notice may be reduced or extended. Notice of withdrawal shall be given to the SAWDB at the address listed in the signed attachments of this MOU, and to the contact person so listed, considering any information updates received by the parties, a courtesy notification shall be made to all parties of this MOU in a timely manner. 33) NOTICES All notices, requests, claims, correspondence, reports, statements authorized or required by this Agreement, and/or other communications shall be addressed as follows: ,IN 80A-407 EXHIBIT 1E City of Santa Ana: City of Santa Ana Administration Services 801 W. Civic Center Dr., Suite 200 Santa Ana, CA 92701 Partner: Santa Ana Rousing Authority Attn: Rousing Manager 20 Civic Center Plaza M-25 Santa. Ana, CA 92701 34) INSURANCE The AJCC Partners agree that their current in force insurance or self-insurance coverage programs shall apply to their operations performed under the Workforce Innovation Opportunity Act and at the SAWC, including commercial general liability, property damage liability, business personal property, workers' compensation and employee dishonesty/crime coverages. The City of Santa Ana shall be named as additional insured for such insurance and the coverage shall be primary and non-contributory with regard to the City. 35) AUTHORITY AND SIGNATURES The individuals signing this MOU and its attachments, which are incorporated herein by reference„ have the authority to commit the party they represent to the terms of this MOU, and do so commit by signing. ATT k-CHMENTS Attachment 1: AJCC Partners Location and Map Attachment 2: Santa Ana AJCC Partner Services Attachment 3: AJCC Comprehensive Infrastructure Budget, and Other System Cost Budget Attachment 3-1: Applicable Career Services Attachment 4: Comprehensive Cost Allocation and Partner Contributions Attachment 5: Office Lease W1. ,:1U� 1: EXHIBIT 1E THIS MEMORANDUM OF UNDERSTANDING is hereby signed and agreed to on the date first written above. FOR THE CITY OF SANTA ANA Attest: Norma Mitre, Acting Clerk of the Council Recommended for Approval: Steven A. Mendoza, Executive Director Community Development Agency City of Santa Ana: Kristine Ridge, City Manager as to Form: *valho, City Attorney FO AN'CA ANA WORKFORCE DEVELOPMENT BOARD cey sAanc ez, Ch _r Assistant City Attorney FOR AMERICA'S JOB CENTER OF CALIFORNIA PARTNER Santa Ana Housing Authority AJCC Partner Steven A. Mendoza, Executive Director Community Development Agency 20 Civic Center Plaza M-25, Santa Ana, CA 92701 Address Date EXH I %TacliFrient 1 Partner Program Partner Authorization/Category Physically Organization Co -Located Title i Adult, Dislocated City of Santa Ana Workers and Youth WIOA Title i Adult Dislocated Workers, Youth Yes Programs programs Rancho Santiago WIOA title 11 Adult Education and Family Adult Education/ Community College Literacy Act (AEFLA) program Career and technical education (CTE) Literacy and Carl Perkins District Career Technical programs at the postsecondary level, No Education authorized under the Carl D. Perkins Career and Technical Education Act of 2006 (20 U.S.C. 2301 et seq.) Wagner-Peyser Employment WIDAtitle ill Wagner-Peyser Employment Development Services, authorized under the Wagner-Peyser Yes Department (EDD) Act (29 U.S.C.49 et seq.), also providing the state's public labor exchange. Veterans Employment Development Jabs for Veterans State Grants (JVSG), Yes Department (EDD) authorized under chapter 41 of title 38, U.S.C. Employment Trade Adjustment Assistance (TAA), Trade Act Development authorized under chapter 2 of title II of the Yes Department (EDD) Trade Act of 1974 (19 U.S.C. 2271et seq.) Unemployment Employment Unemployment insurance programs under Insurance (UI) Development state unemployment compensation laws. No Department (EDD) State Department of WIOA title IV State Vocational Rehabilitation Vocational Rehabilitation program authorized under title I of the Yes Rehabilitation Services Rehabilitation Act of 1973 (29 U.S.C. 720 et seq. Temporary Assistance Social Service Temporary Assistance for Needy Families for Needy Families Agency -Family Self- (TANF), authorized under part A of title IV of Yes (TANF) Sufficiency the Social Security Act (42 U.S.C. 601 et seq.) Senior Aid Program Senior Community Service Employment Senior Aid Program Regions 11 & III Program (SCSEP), authorized under title V of Yes SER-Jobs for the Older Americans Act of 1965 (42 U.S.C. Progress, Inc. 3056 et seq.) Job Corps Long Beach Job Corps WIOA Title I C, Jobs Corps No Native American Southern California Indian and Native American Programs (Section Programs Indian Center 166) Na Housing & Urban Santa Ana Housing Housing & Urban Development (HUD) Development AuthorityYes Adult Demonstration Orange County Reentry Employment Opportunities (ED) Sheriff's Department programs authorized under sec. 212 of the No Second Chance Act of 2007 (42 U.S.C.17532) and WIOA sec. 169 80A-410 EXHIBIT I 1 a # i a k a Lol Wl SantaAWWWCenter CentennialAduMucattan AmeWsM Centerof California M 2MW.R tgerAve. 001 W.CWCenter Dr. Santa Aaa,CA92704 SmtaAnACA927o1 SantaAaacdlege Valrters: 3 1S30W l7th St Empiogment0evetapment0epartment SantaAna,G92706 StateDeparlinentafRobablittaWn OASodalServices Agency CovegraWorktorce GoorrirsWarrior Preperadon Center sudsrniorArd Program LeantUre 4 1572 kAtahr Sc ,..v__ 1.—., .. . 5tate6epartmenCaf Rehabilitation wrr 7097tw CiyMtve, Suite 110 Oaange;CKWM 60 Social Serviices Agency 192MCirandAve. SantaA%CA92W :a 9 Im tongaeachJnbcwps 1903 Santa feAve. tong Beach CA9081O Adan Ametican nigh SenforCenter F� BSOH.B€rch5t. Santa Ana„CA92701 Remington Education Center 1325E4th St. SantaAnx CA92701 EXHIBIT 1 E N rl: r R 03 iq ed' O F Q <L �( a� O Q m 0 F= oa L r: na oa Ln n o ue L6 r= N ea r ui 06 M ui a er eY d d uk � N r<0 6ti eV N' N N' rd rl ti a -I ed co r( W CO e-9` V aQ C 4F ai C .ci ECi Qi ` C r„ Qy tk6 pty' h eats rl w vi M rl o qp` CC ly'v COY OY M W N' A7 W C aM3C. N ti N L] N Q7 H ax e-1 s^t ryV' flU 4X�D G �' C {� Vf � +M aar-i H N cal M N t H � eNi rl N N 61 s" coif1 N N A fC1 E8k 69 H Qt C3 M ei C7 ep LfY 0B1 'Ci' iPf 'Ci r` L '^'- N 00 M M .Q N tCi N' N' rj N 6t N to N M rye` N _ c cl `�- Qd Q1 E CCK)CL g. 'S3 O Cl O O C N 4 0 N ? ® ? ? C1 C Q+ N m W V Qi ® W CL o c c rp o2S .mac Ep= CE L. O ++ EE L 7 C E 4 ®" G �. p, Q y '�'..0 £.1E t E G O Gli C Y V V W W C] M C Cam.: cc A. � p3O NS U,lu Z CJ ui CF w O d 0 VT 'n C � G c a E $ �� Q E g L o z 9- pa :=p rE O. C Y �Q a75 C �+ QR T f3 E ri 07i E CL ° d >u° E q a'° T Cl 80A-412 n c 0 E v E' EXHIBIT 1 E EO W ® 0 $ E o. a ' �no.E GO a cs a ar as d c c cx om E c' >Y EroZV4 °E o .ab n c ar E� sm� v cr 8 0 �6 0 'O ne ° ar eq O �" 4 b °�' m u O E' ® 0 'b � q, 9¢i7 o ar a s o u o c y E w O O ® Q Q O $O 9 C .g -5 a. �� 2 E O . 6} O 0- co • a mn is Q„ i c 4 V x= .o E 8 w E a u4 w a°s a c d ° 0 oCs 0 c Ew to 0 04 acdM EaE 75 mE Co a m 0 w atl > m"a -�' O .00 c m cm ou fn" 0 a_ ,E � Ea .r s aEi a ®„ 0 `edx' tsa c y G m - = 'w c•� o.a E 0` beaw M c m ® Q _ ax 9 m c C CA 0'>, es ab C C a+ 0E c a�_a�42 ore tL E0E es'Ea.= c a 'w+ aD .V..e. Ql % O c, `° � E � � u •c ono `a � °�' ',.'^_s' aE r` 7'' �' O "C U E •E a`i ^a in J'y 0 cr E O "SS 5 K g yy c C o a} 0 A ,^O •E 0 N ♦r C C 0 � � cE`�E nc ca dchia �_45 � 61 jo 1.0c s.p_ > Ei a,C w�' aE0 C.0 E �& a o 0 o Q° as w — v; 'a as 0 rs a� .n ..• >, as o ,� A. r. L' x o s. -, � � an a it o�o= .°!::a �ctw ,c c air PA '° 4a.w8t ca''.' as • � art; v O �: ai _ rl c 4 ❑ a rZ aiazc'4 yEo�a acidiEm a a� 0 c o c M A= c bb a 3 °m a ° a C O C E m +9 W °" va a+ y Ct$ fxi 6z2 as , ma�`� '' �s,cE samE•�« �n,o `E��c ae � U° a�+ �ro dmti m m sa u va :E E a ° p w va Poo ,0 SI W La La t!S G4 80A-413 0 EXHIBIT 1 E 57 E v r'q C: N M rr 80A-414 R: Z A s p� R F COY. om qy9 S 9 ¢i C O g ay a ® d � c � o m ms o .E- 0T C � d cri o 2 � y a U T b Fa V 0 L 0 0 iT" C ro to a Cyy7.. G7 m0 C C W o as C o tC{ ay oEca.c o:.. C cf p) a > tV 37 :: •+c. s,=.case € a 'd; .[ E a U'C y w a L •.. rp N e6 O 7 ti� O 0 G S C N G S eF vi 80A-415 EXHIBIT 1 E 0 C L Sl C 00,2 to cv py t aw w v rn O 61 O p� 4 cq 4 p .0 i6 C1 C y om SY ate. F• $i C i. C 23 {n '� �" .�4 y 'pjn 1• d 103, N N 'C P} �% dJ ^�� 4.- G. a w 4 401 0 k O N tl O Q. a ti to � m � a"i'��- v; "a � ^ a cog c �- c� E boo a Si c � o �p b m Vo rl w a°ii m eatol e: IS 'r, ywyqq Q 3 C eo ff y aw Q 'd U •�, X L b'A Ci. U C .0 � G r'Y, � ° � .�G o 80A-416 EXHIBIT 1E s 04 ) $ § ))ƒ@\ CL ®®®7`£ a9/22t e(m4<°& \6k#\){) ) §H<■PA 80A- 17 EXHIBIT 1E Attachment 3 Santa Ana Workforce Development Board AtCCCampreheashre Infrastructure Budget, and Other System Cost Budget TataiCosw nnunna La56 - -- Cost Category/klne Item Cost Oehils'�' ' Costs Total Monthly Property Rent MonthfY Cost Monthly -0roPerty Rent -: Trust Monthly Rent and esulpment Ycost Rent Base Rem Indtdamtoefal, MahM and utNufes 642,606.20 $481.87 $48t.67 0 enadonal Cost 2%of Rent Management Fee 1,763tot Rank Total Rent $42606.20 04 a ,07 UVRties/Maink Telephone Sankes Per Person Moflfhlycostso IA41 Tome and Vote Mall As red $1.955.00 $4Z50 $42.50 Shared Phones b usa a ersent $212,50 6840 62AC SecurityOuard 65D,156.76 $47.23 $47.28 Total uwglar Malmena $92,13 $0.00 $92m "Equipme0t New Phoneistem phones byassigned hones 59,53619 03.79 $3.71 Shared Daft Peon $687.86 0.12 $0A ticames owemed Prunes $4.080.48 $1.88 01.86 licemes S557.20 fo.11 $mt switches $5.035,07 6141 1.01 New Phone system AftWuat5upgcn Cost Total Equ meat $21,479.97 $ . 3 "Technology and Access Costs Network Wyeless BNd a Natwmk $14080.23 $2.66 $2.65 Acaess$ emiCard Kay Card syaun $17,194.26 $3.24 $3.24 Data &Phone Cabling leabling $10.94 $10,94 lnlmmmom et nowry Cost Pu MomA Wheless NetwmiPlWe Malatenance $7.425.09 VAG $1.40 ...Punters (Annual) BesoueCe in used d eats $6.523.20 8t23 1.23 opyr Prm or o naffonry, $4,104.00 $0.79 $0.79 Totat Teftotogyand Acocre $107,614.41 $0.00 $20.26 $0.00 $20.26 Infrastructure Total $430,948.36 $42,$08.2 $120.12 $461.7 $601.99 • E4vtpmenr is rs 9year amorffxa(iaq eepeentsd+roxsbty. dgvipmexf Is rltargedar M(tm(casffar axsdgrcedpbnnat to parmsrs. d bwfephuaes orssh�redpMrnesomiehar$ad By prrttnmga ie TsrhrmtogyanJACsrssCosrs are rsfF based ampyrrerreage ondamonizedaverSyears •s*Copienaare leased ormipwr000dnro chargadbypmenmge. AddWonal chorgefor wage W11 be WIMIaradenddorged L4 ' 4 I O EXHIBIT 1E Attachment 3-1 Applicable Career Services Sharing Other One -Stop Delivery System Costs _ The budget must include "applicable career services" as well as any other shared costs agreed upon by the AJCC partners. While only co -located partners share infrastructure costs, all One -Stop partners must share in other system costs, including applicable career services. Required Consolidated System Budget for "Applicable Career Services" Summary of Career Services Applicable to Each AJCC Partner The MOU requires identification of the career services that are applicable to each partner program (Attachment 2). Accordingly, this budget includes each of the partners costs for the service delivery of each applicable career service. Unlike infrastructure cost sharing, other system costs, including "Applicable Career Services" are not limited to the non -personnel costs and should include all costs related to the administration and delivery of those services. AJCC Applicable Career Services HOUSING Career Services: $8,229.00 • Eligibility Determination (1) • Outreach, Intake and Orientation (2) • Initial Assessment (3) • Job Search, Placement Assistance, and Career Counseling (4) • Employment statistics -Labor Market Information (5) • Eligible Provider performance and program Cost information (6) • Local Performance Information (7) • Supportive Services' Information (8) • Unemployment Compensation(9) • Eligibility Assistance(10) • Follow -Up Services(] 1) • Comprehensive and Specialized Assessments(12) • Individual Employment Plan Development (13) • Group Counseling (14) • Individual Counseling and Career Planning (15) • Case Management (16) • Short -Term Prevoeational Services (17) Training $74,061.00 • Occupational Skills Training (1) • On -the -Job Training (OJT) (2) • Workplace and cooperative education (3) • Training programs operated by the private sector (4) • Skills upgrading and retraining (5) • Entrepreneurial training (6) • Job -readiness training (7) • Adult Education and Literacy programs (8) • Customized training (9) 80A-419 EXHIBIT 1E Applicable Career Services Employer Services • Employer needs assessment (1) • Job posting (2) • Applicant pre-screening(3) • Recruitment assistance (4) • Training assistance (5) • Labor Market Information (6) • Employer information and referral (7) • Rapid Response and Layoff Aversion (8) Total Career Service Fast Attachment 3-1 43 80A-420 EXHIBIT 1E r V t N n W •g '1A: i� w N �N N ;N N N V M e E, 9 ti ry m y Vir c W O W •V 6.0 �'.. C. �... .4 N r ri: vi n 4-J.' z c O 0 c W 1 s Q b C O Jj, 3 x :, qp gCCCry1y 5 1 EXHIBIT I A-2017.264 SAttachment 5 OFFICE LEASE THIS OFFICE LEASE ("Lease") is made and entered into by and between CF SANTANA, LLC, a Delaware limited linbllify company ("Landlord') and the Tenant described In Item) of the Basic Lease Provisions as Of the Effective Date. BASIC LEASE PROVISIONS I. Tenant: THE CITY OF SANTA ANA, a charter city and municipal corporation. 2. Dcseription of Project; Building; Premisest 2.1, Project: Mused herein, the "Project" means that certain commercial office building project, with all common areas and appurtenant parking facilities, located at 801 West Civic Drive, Santa Ana, California, and containing the Bullding, 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: 124,166rentablesquarefeet("RSF") 2.4 Premises, A portion of the second (2"a) Boor of the Building known as Suite 200, as depicted on Exhibit "A" attached Iherete, 2.5 Rentable Area orPromises: 19,321 RSF. 3. Term: 3.1 Target Delivery Date; April 1, 2018. 3.2 Commencement Date; The Delivery Date. 3.3 Initial Perm: Approximately sixty (60) months, commencing on the Commencement Date and ending on the last day of the calendar month in which the dale that is Sixty (60) mondhs after the Commencement Date occurs. 3A Options to extend (lie Term: Two (2) options to extend the Temt for an Extension Term of sixty (60) munths, in accordance with Section 3.22, below and Schedule"LI"of Exhibit III hereto. 4. Base Rent: During the Initial Temt, Base Rent shall be payable at the following rates: Months Monthly Base Rental Rate Base Rent (SIMIrlma) (311no) 1-12 $2,2000 $42,506.20 13-24 $2,2660 $43,781.39 25—,)6 $2.3340 $45,094.83 37-48 $2.4040 $46,447,67 49.60 $2.4761 $47,841.10 5. Additional Rent: 5,1 Tenant's Percentage Share: 15.561"% 5.2 Base year: 2018 6. Security Deprtsit: None 7, Purlailted Use: General office use and other lawful incidental taus, consistent with a First class. high-rise commcrelol oRtca project, 8. Pnrktng Number: The whole number closest to the product or (a) the number of RSF contained in the Premises and (b) 0,004 (such that it is agreed that Lite Parking Number with respect to die Initial Premises Is eighty-tsvo (82)). 9. Brokers: Lee Fc Associates Realty Group Newport Beach, Inc., representing'I'enanF, and .Junes Lang LaSalle ti Brokerage, relimsenting I.undiord. 10. Address fm• Payments: All payments payable to Landlord under this Lease Shnlf be sent to the fuilowing nddress or to such other d'01 Ir Ci:dr L>!uler l7r—CfO� alSnnm Arnr Lenre •r 80A-422 EXHIBIT 1E 11. AddressfurNoticest 11.1 To Tenant: address as Landlord may designate, or by wire transfer. Irby Am : If wire Iransfer; CP Santana LLC c/o Ocean West Management Services 33351 Collection Center Drive Chicago, IL 60693A3d3 Reference: City of Santa Ana/Suite 200 Prior to the Commencement Buie, City of Santo Ana Clerk of the Cooncil 20 Civic Center Plaza, M•30 Santa Ann, CA 92702 Atin: (f 1 Mier the Copiniencereca ngle: Al the Premises: Attn: Deborah Sanchez 11.2 To Landlord: CIF Santana LLC C/o OW Management Services, one. 315 W. 9" Street, Suite 509 Los Angeles, California 90015 ._--AU5; Ted Bischsk-- ....................,...., Dank Name; Bank of America N, A. Bank Address: 100 W. 33rd Street New York, NY 100 Account Name: CF Santana LLC Acetk: 4451112624 ADM: 1110000 12 Reference; City of Santa Ana/Suite200 With a copy to: City of Santa Ana Clerk of the Council 20 Civic Center Plaza, M•30 Santa Ano,CA 92102 Ann: [r iJ 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; Zeller Lawler & Del Ducn LLP 777 South Figueroa, 37" Floor Ann: David B. Lambert, Esq. This Lease shell consist of the foregoing 'Basic Lease Irovisions", consisting of Items. i. through I I above, the "Standard Lease Provisions", consisting of Articles I through.L7 Which billow, and Exliibits "A" through M inclusive, all of which are Incorporated herein by this reference, In the event of any conflict between any of Ihn Buie Lease Provisions and any of the Standard Lease Provisions, toe Standard Lease Provisions shell control. Any initially capitalized terms used herein and not otherwise defined shall have the ntaanings.set forth in the Standard lease Provisions. 891 IP ChIle Cenrar Or—C ly afSaura.ana Leavy 80A-423 EXHIBIT 1E STANDARD LEASC PROvisloNS ARTICLE I —DEFINITIONS 1.1 "Addittomrl Rent" Mears till amounts (filter than Base Rent that are payable by Tenant to Landlord pursuant to this Lease, whether or not denominated as such, 112 "Affiliate" meens, with respect to any designated Person, any Person that is directly ov indirectly Controlled by, under common Control with or that Controls ouch dcsignaled Person. 1,3 "Alterations" matins any alterations, additions, hmprovements, removals or replacements to the Premises (including, without limitation, the Tenant Improvements,1f luny) or any other portion of the Building or Project. 1.4 "Approved Governmental Cntlties"means all of the State and County agencies listed in Exhibit "M„ attached hereto. I.5 "Base Rent" means rental amounts that are payable by Tenant to Landlord pursuant tie Section 4.1.1 below, 1.6 "Building Systems" aware the primary utility and mechanical systems, Including, without limitation, lbe primary life satiety, electrical, heating, ventilation and ah• conditioning ("BVAC'q, plumbing or sprinkler systems for the Building and/or the Project (and for the avoldonce of doubt, it is understood and agreed that the Building Systems do not; (1) include any portions of any such systems and equipment that lure installed within or that exclusively serves any particular rentable space in the Building or Project (stiuell as, without limitation, any extension or distribution of services or utilities from the Building Systems serving such space) or (b) any; (1) supplemental or specialty electrical, mechanical, plumbing, heating, ventilation or air conditioning systems, fixtures or equipment; (Ii) supplemental or specialty, fire, life, safety or security systems, Fixture or equipment; (ill) any video, audio, communications of computer systems, fixtures or equipment (including cabling)), L7 "Casualty" is defined in Section 13.1.1, 1.8 "Casualty Damage" is defined to Section 13.1.1. 1.9 "Claims" means, collectively, claims, losses, daahages, obligations, liabilities, costs and expenses, including, but not limited to, reasonable attorneys' fees slid legal casts. 1,10 "Common Aroas"means die lobby, piazn and sidewaikareas, aceessways, Parking Facilities, find die area on individual floors in ilia Building devoted to corridors, rive vestibules, elevators, foyers, lobbies, electric and telephone closets, restrooms, mechanical rooms, janitor's closets, and other simllnr I'actilies for the beneilt or all tenants and Invitees and shalt also mean those areas of die Building devoted to mechanical and service rooms servicing the Building, commences. LII "Comparable Buildings" means comparable Class "A" office buildings in the Market at die time the Extension Torte 1.12 "Control" or "Cunmolliog" means possession of die direct or indirect power to direct or cause ilia direction of die maungemom and policies of a Person, or ownership of any sort. 1.13 "Damage Notice" is defined in Election 13 I L 1.14 "Default Rote" means air tunnel rate of interest equal to lessor of; (a) eighteen percent (I8%) per armuin or (b) the maxhnum contract amount allowed by Law. 1.15 "Delivery Condition" means and the Premises shell be in Delivery Condition) upon Substantial Completion orthe Premises, 1.16 "Delivery Dar" means the Little on which Landlord tenders to Tenant delivery of possession of the Premiacs in tie Delivery Condition; provided that if the Jute on which the Promises are in Delivery Condition is delayed as result or any Temut Delays, then for purposes or determining the Commencement Date, the Delivery Date shell be deemed to occur on the date that the Premises would have been in Delivery Condition had such Tenant Delays not occurred, os re lsurbly detenuired by Landlord. 1.17 "Effective Date' nicnns Lila data upon which this Letitia a executed by Lmhdlonl, as Indicated beneath Landlord's signature block below. 1.18 "Uu Clint b re aces"morns liens, claims, stop notices and violation notices. 1,19 "Enrdronmmnml I.nws" means anti includes nil now and herealler, existing statutes, Incas, ordinances. codes, regulations, rules, ndings, orders, decrees, directives, policies find requirenhents by any federal, state orloeal governmental authority rel lnling, relating to, ar imposing liability or standards of conduct euncmning public health and snlety or the anviiNimmenl. 1.20 "Event of ll is delbied In Scedgil 15.I below, L21 "Executive Order 13224" means Executive Order 13224 signed col September 24, 2001 and enlitied "Blocking Property and Prnhihlting Transactions with Persons Who C oranilt. 'Threaten to Commit, or Support Terrorism". 1.22 "Expiration Dale" meats, at tiny particular tints, the date on which die Tenn is scheduled in. expire. 801 H•Civfe Confer Dr—Cihr grSairfu Ana Leave .I. 80A-424 EXHIBIT 1 E 1,21 "IlaIda," means the halderofany Security inahvmen6 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 or any healthcare professionals or for Ilia provision or any health care services, (e) on schools, (d) shy retail or restaurant uses, (a) any residential use, (f) any communications uses such as broadcasting radio and/or television stations, IS) "executive suite" type ,,sea where office suites ilia maintained for Individual rental, or (h) any occupancy density greater than die average occupancy density for office tenants ofthe Project. 1.25 The "FM RR" of the Premises for a particular Extension Tema (as defined In Schedule "1• I") or for a particular Leased First Right Space (as defined in c "J.2' for the term of Tenant's lease dtereof, shall be equal to the rent per square foot of Rantable Arco that Landlord has agreed to accept, or if Landlord determines that there has not been a reasonable number of current comparable transactions in die Project, that landlords ofthe 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-equily (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 terms of square feet of Rentable Area), for a twin equal to the Extension Term (or the term of Tenant's lease of the applicable Leased First Right Space) and with a commeneomenl date within six (6) months before or after the first day of the Extension Term (or the applicable Offered Space Scheduled Commencement Date (as donned In r he k,',"1-2'9), which rent per square foot shall lake into account and make adjustment for the existence, tinting and amount of any increases In rent following term commencement in die comparison transactions, and shall at all times take into consideration and make adjustment for all other material differences in all terms, conditions or factors (applicable to die transaction in question hereunder or applicable to one or more of the comparison transactions used to determine the PMRR) that a sophisticated tenant or sophisticated landlord would believe would have a material Impact an a "fair market rental" determination; provided, however, that: (a) the rent foil all comparison transactions shall he adjusted to reflect payment of operating expenses and real estate taxes In the same manner as the same she payable hereunder (e.g" If this Is o modified, full service gross Janos, the rent for all comparison transactions shall, if applicable, be grossed up to retoct payment of operating expenses and taxes in excess of a base year as of the year of conumoncement of the transaction), (b) die presence, amount or absence of brokerage commissions in either the subject transaction or the comparison transactions shall be disregarded, (a) any rant abatement or other free rent of any type provided br comparison transactions for the period of the perfarntancc ofany tenant inipoveareat work (Le„ any "construct! oil period") shall be disregarded, and (d) If any tenant Improvements or allowance provided far in comparable transactions shall be taken Into account, then the value of any exisdag 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 detemhining the FMRR for a subject transaction hereunder, it is determined that fine rent or cash allowances (collectively, "Concessions") should be granted, Landlord may, at Landlord's will: option, elect all or any portion of the fallowing: (1) to grant some or all or'the Concessions to Tenant as free rent or as an improvement allowance, or (it) to adjust die monthly installments of the Base Rent payable for the Extension Term or with respect to the Leased First Right Space, as the ease may be, to be an effective rental rate which takes into consideration end deducts from monthly rent the amortized national of the total dollar value of such Concessions, amortized on a straight line basis ever the Extension Term or die term of Ttrant's lease of the Leased First Right Space, as applicable in which case die Cuncessions so amoatized sliall not be provided to Tenant). 1,26 "Force Mnjeure Events" means events described in Section 17.5 below, 1.27 "Handle", "Handled", or "!dandling" means, with respect to Hazardous Materials, any installation, handling, generation, storage, neouneot, use, disposal, discharge, release, manufacture, retluemest, pl'esience, migration, emission, abatement, removal, transportation, or any other activity of any type la connection with or involving such Hazardous Materials, d 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 my fraction thereof; (fii) tint contains polychlorinated bfplhenyls (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, ns all such terns era used in their broadest Sense. 1.29 °hloldover Rental Bate" means an amount equal to one hundred rRy percent (150%) of the greater of, (a) Landlord's then published Asking rental rate or (b) die Base Rent and Additional Rant payable by Tenant io Landlord during Ilia last month of the Term of this Lease. 1.30 "Initial Promises" means the premises described in ten, 2 3 of the Basic Lease Provisions, 1.31 "initial Term" means die period (which shall commence on the Commencement Date) that is described in Item 3.3 or'the Basic Louse Provisions; provided dint if Ilia Commencement Date shall occur on a day other than the first day of any calendar month, fur purposes or calculating the date on which ilia Initial Terh is scheduled to expire (Ile,, the Expiration Date for the Initial Tarn) slid the timing of all srfiedulcd increases in Base Rent during the Initial Term (but not for any other purpose), the Commencement Data shall be deemed to be the first day of the calendar month following Ilia Commencement Date. 1.32 "Institutional Owner Practices" means the practices of the majority of the institutional owners ofinslinalonal grade first-class office projects in Orange County, Cal lf'arnia. 1.33 "Interest Rule" means an annual rate orInterestequal to (lie Reference Rate plus two percent (2°/,), 1.34 `Landlord Default" Is dcRned in Section 16.1 below, I ,35 "Landlord Parties" means, oollectivaly, Landlord, Ocean West Capitol Partners, LIZ, Fortress Investment Group, LLC, and the Property Manager, and each of their Affiliates and all of their respeolive Partners. members, officers. managers. directors, trustees, employees, retirees, heueliciuries, Cnntrucurs (including Internal Investment contractors!, Agents, advisors. mortgagees anti ground lessors. Agents, successor and Assigns, TV 6' Chsr Center Dr— Clp1 of Sham Ann Leme -2. 80A-425 EXHIBIT 1E 1.36 "Landlord's Additional Insureds" mean, collectively, Landlord, Ocean Wast Capital Partners, LLC, Fortress investment Group, LLC, and the Property Manager, and each of chair respective agents, beneficiaries, partners, employees, and any }loftier (defined below) pf ally Security Instrument (defined below) designated by Landlord as additional Insureds. 1.37 "Landlord's Lease Lindertokipgs" mcans each and all of the represenlnt[ons, warranties, covenants, undertakings, and agreements contained in the Lease Documents [hat is or ae to be provided orperfemied by Landlord. 1.38 "Laws" means, collectively, all laws, ordinances, building codes, rules, regulations, orders and directives of tiny governmental authority havingjurisdiction (including, wictoul limitation, any cerll ftcole 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 ' "h/orket"means the Santa Ana Civic Ceutersubmorkel. 1.42 "Money Laundering Act" means the International Money Laundering Abatement and Financial Anti-Terovism Act of tool or the regulations ororders promulgated thereunder, as the same may be amended from time to time. 1.43 "Notlfied Party" means each Holder ofwhich Tenant has received notice, 1.44 "OFAC" means the Office of Foreign Asset Control of the Depurbnent of the Treasury, 1.45 "Original Tenant" means the Person Identified as the "Tenant" in Rain I of the Basic Lease Information, 1.46 "Pa rlting raciiites, 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 Posses" 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 ore custoranrily permitted to be made without consent by landlords acting consistently with Institutional Owner Practices leasing similar space for similar uses to similar tenors, (b) are in compliance with the Rules and Regulations, and (c) will not affect the Building's structure, the provision of services to other Project tenants, crony Building Systems. 1.50 "PCY9nn" means an individual, general or limited partnership, limited liability partnership or company, corporation, trust, estate, ran[ estate investment trust association or any otter entity. L51 "Premises" means the Initial Premtats 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 tic Common Areas that tun required for access to the Premises. 1.53 "Property Manager" means OW Management Services, Inc., or way other Person retained by Landlord to manage and operate the Building on a day to day basis. Transfer, 1.54 "Proposed Transfer S pace" means, with respect to any proposed Transfer, the portion of the Premises subject to such proposed 1.55 "Reference Rate" moans the "prime rate" or "reference rate" announced tMm Onto to time by Bank of America, N.T, & S.A. (or such reasonable comparable national barking institution as is selected by Landlord in the event Batik of Ameriou, 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" meats slid shall occur upon any railum of Landlord to receive any payment of Rent on or bafo el the date that Is five (5) days aller die date such payment of Rent is due. 1.58 "Reserved Parking Passes" means parking privileges to be used far parking on a flat conic first served basis in °'minnved parking areas" In the Parking Facilities, ns designated by Landlord, or at the olection of Landlord, in reserved parking spaces located in the Parking Facilities. 1.59 "Restoration" is defined in Section. 13, 1. 1. 1.60 "Review Expcuns" morns all review and processing IL", and costs, as well as any reasonable professional, attorneys', acenwnorts', engineers' or other ennsu hunts' fees inetn'red by Landiorel Feinting to any request by Tenant far Landlord's eonsenL including, but not limited to, ally request for consent to it proposed Tmnafcr, 014t'Ch* Cewur Dr—Ctq, nfSnnn, din, Leave .3. 80A-426 EXHIBIT 1E 1,61 "RuIas nod Regulations" means the rules and rogulatfons attached hereto as Exhibit "(wideb are hereby Incorporated Lorain and made a part hereol) and any reasonable and non-discriminatory amendments, modifications and/or add if leas thereto as may heron act be adopted and published by written pollee to tun onts by Landlord for the safety, care, security, good order and/or cleanliness orthe Premises and/or the Project. 1.62 ^SecuIll ty Deposit" plants 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 suit future ground leases and master bases of at or any part or the Project, Building or Premises; (b) present nod Nture mortgages and deeds of trust encumbering a I I or any part of the Project, Building or Promises; (c) all post and facts advances made under any such mortgages or deeds of bust; end (d) aft renewals, mod Menders, replacements and extensions of any such ground leases, master Iunseat mortgages and deeds of trust, which now or hereafter constitute a lion upon or affect the Project, Building or Premises. 1.64 "Substan the Catriple Non" (and "Substantially Complete") Is defined in flit Work Loiter, 1.65 "Tuldri Is defined in 5Lctlon U.2. 1,66 "Tnldog Date" is defined in Section 13.2, 1.67 "Target Delivery Date" means the date specified in Item 3.1 orthe Basic Lease Provisions. 1.68 'Tenant" means the Original Tenant, and any person or entity to wheat or to which all of Original Tenant's (or any other Tenant's) Interest in this Lease fa assigned (or othatwise transfmted) in accordance with the provisions of Anicle I I of this Lease. 1.69 "'tenant Delays" IS deftned 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 dneir respective contractors, clients, offtcus, directors, employees, agents, and invitees (each of which shelf be a'Terou Party"). 1.72 'Tenant's HimArduus Materials" means any Hazardous Materials that become present in, on, under or about the Project as a result of any act cr tnnission of Tenant or any other Tenant Party. 1.73 "Tenant's Personal Property" means all ofTentrit's (and the other Tenant Parties') office furniture, business and personal trade fixtures, machinery and equipment, furniture and Furniture systems, movable partitions, keleconununicatiotw equipment, data cabling and other items ofpersonsi property; --- 1.74 "Term" means and shall refer to the Inhial Term as it may be extended pursuant to Schedule '7-1" of Exhibit" , attached hereto and/or pusuant to die written agreement of Landlord and Tenant.. 1,75 'Transfer" means and includes any of the following: (a) a sublease all or any pan of die Premises, (b) air assignment of the Lease, (c) any other agreement or a•rungoment: (1) that permits a third party (other than Tenant's employees and occasional guests) to occupy crane any portion ofthe Premises or (!I) otherwise assigns, transfers, mortgages, pledges, hypodaeoates, encumbers or permits a lien to attach to Tenant's Interest under (his Leone or (d) a direct or indirect transrur, assignment, pledge, m• bypo liceadmi of u 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 (lie opplicablo Proposed Transfer Space; (a) includes current financial stutemenls of the proposed Transferee certified by an orricer, partner or owner thereof; (d) describes the nature crouch Transferee's business and proposed use of the Proposed Transfer Space; (a) the proposed efluctive date of the proposed Transfer; Land (f) all ofthe principal terns orthe proposed Transfer. 1.77 "Tronsfor Profits" means, with respect to any particular month and any particular Transfer, an amount equal to: (a) all rent, additional rent mother consideration payable by oron behalrofsuch Transferee during eirwith respeotto such month fa connection tvith die Transfer minus (b) the sum ol1 (I) the Base Rent and Additional Rent payable by Tenant under Sections Q and 4 3 of this Lease during or with respect to the same month and (if) all out of pockat costs reasonably incurred by Tenant In connection with such Transfer (such as brokerage commissions and/or improvement allowances), a nonlzed on a straight line basis over die tern, ofsuch Transfer, 1.78 "Trunsreroe" means any Person to whom a Transfer is made. 1,79, "Unreserved Parking fosses" means parking privileges to be used for parking on a first come first served basis in the mess of the parking racilifies designated by Lnadltncl lherel'ar. 1180 "Work Letter" means the Tenant Work Lefler (if any) ntlached berate no Exhibit "C". 'Perms in initial capitals d,st are not defined in Article I shop have the meanings given to them elsewhere in this Lease. r1 R'I'ICLR 2—LEASE OIr PRSadISPS• CO\1Y(COfN ARI3\S� P \RRING; SIGNS 2.1 [,case or Premises• Arco= Oulef Eniarvinent. $111 11%Clrfe Ceara, pr—Cis' rrf8aunt dun 6erve -4. 80A-427 EXHIBIT 1E 2,1,1 Landlord hereby leases the Premises to Tenant, and Tenant hereby leases the Promises from Landlord, upon all of die terns, covenants mid conditions contained in this Leese, Tenant acknowledges that Landlord has not made any representation or warranty with respect to the condition of Cite Premises, the Building or die Project with respect to the suitability or fitness of any of the sonic for file 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 Lallans occupying any space in die Building and/or the Project during the Terni or this Loose. Acceptance of possession ofthe Premises by Tenant shall be conclusive ovidence as against Tenant Ihnt the Premises are than In tenantable and good condition, 2.1.2 Landlord and Tenant hereby agree that the number of RSF (also referred to as the "Rentable Arco") contained: (a) within (lie Building Is as set forth In [tell, 23 orthe Basic Lease Provisions and (b) within the Premises is m set forth in Item 2.5 orthe 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 Pour (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 Tarm of [his 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 Older, 2,2,1 No Relocation. Landlord shall have no right to relocate any portion of the Promises located on the second (2nQ) floor of the Building. Any relocation rights with respect to any portions of the Premises located an any other floor of the Building will be specifically negotiated in connection with Tenant's lease of oily such space. 2.2.2 Right a 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 orsch,did, 111-211 of L,hlbit "" attached hereto, 2.3 Common Areas; Parking. 2.31 Common Arens. in connection with its lease or the Premises, Tenant shall have the non-exclusive right to use Vie Common Areas together with other Persons, The Common Areas shall be subject to Vie 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 ofpartfculor cress or portions orthe Common Arens, Landlord shall also have the right to close all or any portion afdie Common Areas as may, in the sole discretion of Landlord, be necessary to prevent a dedication lhereofor the ncemal of any rights in any Person. 2.3.2 llentai anti Usc ofParldna Pnssys• Visitor. Parldam. (a) Commencing on tta Conrmencoment pole and continuing through Vie Term, Tenant shall rent fi-mn Landlord and Landlord shall provide a mnl,ber of Unreserved Parking Passes equal to the Parking Number specified in Item 9 of the Bosio Lease Provisions. Parking.Cees shall be paypblo with respect to Parking Passes renled by Tenant at the rates provided in Section 411 below (which shall be subject to abatement in accordance with Section 4.12 below). 7110 Parking Posses arc with respect to, subject to the provisions of this Lease, use of the Parking Facilities, Ilia Parking Passes provided to 'tenant pursuant to this Section 2,12 are provided to Tenant solely for use by officers, directors, and employees of Tarsal, Its Affiliates, sublessees and assignees, and such posses may not otherwise be transferred, assigned, subleased or otherwise alienated by Tenant to any other type orlransfereo without Landlord's prior approval. (b) The specific locations within ilia Parking Fuollities In which Vie Unreserved Policing Passes may be used shall be specified by and may, Pont time to time, be relocated by Landlord in Its sole discretion, In addition. ii is expressly understood and ogmed that Landlord shall have die right to implement, administer and enforce a pinking management program, with respect to Ole Parking Facilities generally, with respect to use of one or more types or Parking Passes In pmticu[ar, and/or with respect to the use or ilia Parking Posses rented by one or more Specific tenant or formals (including Tenant). with parking management plan may include, without [initiation, any or more of the Following metrsure or features: oversell orParking Passes; expansion orthe Peking Facilities to include additional parking lots orstmctures within a reasonable distance from tiro Building; reservation of speciric portions orthe Parking Facilities ror parking by one or hors specific Building tenants (including TenmrQ and/or far one or more Building tenants' business visitors; implementation or valet or assisted parking programs or measures; creation and allocation of tandem parking spaces to specific Building tenants; designation of visitor parking rules: and allocation orvni chaiou privileges to one or more Building tenants. It Is specifically understood and agreed that it Londiord impleuianls Ono 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 (it) that arc specific to Tenant, the costs incurred to implement, administer end enforce such measures shall be rehnbursed by Tenant, (c) Visitor Parking, (i) Tenant's business visitors may park in ilia Parking Facilities, or in Vic applicable portions thereof designated by Lnndhud, un a first come, first served basis, upon payment odthe prevailing fee for parking charged to vislurrs in the Project. Tenant shall have the right to purdulse from landlord, at Landlord's then prevailing rate, Project Parking Vltlitlollons Velned below), to be used only by Temmt'a Business Customers (defined below) for parking in the Parking Facilities without charge. ")'reject Parking Validations" means validations. In such form ns l undlord, in Its sole but good fuith discretion, shall oIT'cr from time to time. permitting persons using such validations to Park In the Parking Facilities for specified periuds ortinm without charge (i.e., a 30•tu[nute validation would ponnit parking without charge in the, Parking Facilities bra porldd up to 30 minulas), "Tenon Ps Business Customers' mcons Persons tort visit the Premises for the specific purpose of conducting husities s it (he Front Ism (and Ibr ilia oval don lie 0rZIuntil, shall not include any employe as of"tenant or oily a its Trans force S with have adines (an oil exclusive orAInarccl hasia) of the Promises), 30) OVCA'lc Cemvr Or—Clo• of Santa dnd Leum .5. Lo* ' 0 A • EXHIBIT 1E (if) Notwithstanding the foregoing, each calendar month during the Tarn, Landlord shall provide to Tenant, without charge: (A) a number orShort Term Project Parking Validations (defined below) equal to the product of twenty (20) and the number of days lu such calendar month (during the Term) and (B) a number or 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 Temp), in each case to be used only by Tenant's Business Customers for parking In die Parking Facilities without charge; provided that Landlord shall have ilia right to reasonably adjust the number of Short Term Project Parking Validations and Lon Teri Project Parking Validations so provided by Landlord (based on actual usage) effective as of expiration of tlo third (31d) full calendar month of the initial Term, and therealler, upon eepiratlon 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 232(66i) to provide a number or Project Parking Validations hl any calendar month in excess arm numberequal to the product orelghty (90) and the number of days In such calendar madh (during the Term) and (y) any Project Furlong 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: (I) become null and void (and be returned to Landlord) or (2) be credited against Landlord's obligations to provide Project Parking Validations under this Section 2.310(11) for subsequent calendar months, No Pmjecl Parking Validations provided by Landlord to Tenant under this Section 2.3 21e1(Iil shall be used to accommodate parking, without charge, by any particular Tenant's Business Customer(@), 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 Nuking 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 Facilldes for up to thirty (30) minutes without charge. "Long Term Project Parking Validations" means Project Parking Validations permitting Persons using such Pi l Parking Validations to park in the Parking Facilities for up to three (3) Hours without charge. 2.4 SI_,g_ns, 2.4.1 Except to the extent expressly provided in this Section 2A, Tenant shall not: (a) place or install (or allow or peril to be placed or installed by any Tenant Party) any signs, advertisements, logos, identifying materials, pictures or names of any type oil the roof, exterior areas or Common Areas of the Building or the Project or In any area or the Building, Premises or Project which Is visible from the exterior of the Building or outside of tine 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 m• fom the exterior of the Building. Tenant shall not, without die prior written consent oFLandlord, use the name of the Building and/or fie 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 slgnage criteria as Landlord shall apply from Bane to time, and subject to receipt of Landlord's prior written consent: (a) in die case where Tenant occupies an eaN•e floor in the Building, Tenant may plucO in any portion Of such floor which Is not visible from file exterior of die Building such Identification signago as Tenant shall desire and (h) in the case where Tertant occupies less then an entire floor in the Building, Tenant may require Landlord to install, at Landlord's sole cost and expense, In such portion of the umld-tenant corridor on quell floor as is called for by Landlord's aigrette program (as tie same may exist from time to time) identification signago of the type prescribed by Landlord's signage program identifying Tenant; (a) Landlord shall provide customary signage in the Bill lding directory (if any) in the ground floor lobby of the Building (Landlord shall bear Cie Initial cost of such directory signage and die 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 die Premises not. visible from the exterior of the Building or fom outside of the Premises such Mend licatiun signs ga as Tenant shall desire. Alt signage described in this Section 2,4,2 (other than the directory signage described in clause (c) above) shot be treated as Tenant's personal property under the provisions of Section 10.5 with respect to'I'enant's obligation at the expiration or early termination of this Lease. 2.4,3 Cvelaow Sign. In connection with Tenant's lease of the Premises, subject to all of die terms and candid ons of Ztji attached hereto, during the Term, Tenant shall have tie right to Install and display at die Project the Eyebrow Sign (defined in ExhibIt 11K, attached hereon) in the locution described in.E,Yhlblt "W' attached hereto. A RTI CLi, 3—DELIVERV• CON I ilI ENC RM ENT: TERM SLII2RGNDGR) HOLD MR 3.1 Delivery, Landlord shall endeavor to tender to Tenunl delivery of possession of tie Premises in the Delivery Condition prier to Vie Target Delivery Data; 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 Perm of this Lease shall not be extended, and Landlord shall not be Ilable to Tenant for any loss or damage resulting dicrefron provided further that Landlord shall use commercially reasonable efforts to lender to Tenant delivery of possession of die Premises In tine Delivery Condition as soon as reasonably possibly after (lie Target Delivery Date. 3.2 Commencement: Toren, 3.2.1 The Term shall commence on the Commencement Data is defined in Item ofdie Basic Lease Provisions, and shall continue through the period specified in hem 3.3 of the Basic Lcue Provisions unless terminated earlier lu accordance with the provisions hereof or extended purstiant to the written agreement of Landlord tail 'Tenant or as provided in Section 312 below, provided, however, that if the Commencement Date shall occur on a day other than the first day orally calendar month, -for purposes of calculating tie Expiration Date mild the timing of all scheduled Increeses in Base Rent during the Initial Term (Ina nut lbr i ny other purpose), the Commencement Date shall be deemed to be the frstday ofthe calendar month following the Comae cemuni Due, At any rime during die Lease Tenn, Landlord may deliver to Tenant it notico in die farm its set in Exhibit `3" attached hereto, which Tenant shall execute And return to Landlord w•ilhin five (5) business days ofrecefpt thereof. 3.2.2 Extension Option. 'rennni shall have two (2) options to extend die Tern, each Ibran Extension Tenn (defined below) of sissy (60) months (five (5) yams) subject to and in accordance with the lorms and conditions of Schedule" LI"aft Exhibit " ", attached hereai, 3.3 9utn•endq,Pl Hnklino Over, 3.3.1 Except as provided in this Suction 3 3 and in Section 7.3 below, upon expiration or caviler telninalion of this Lens,. Tenunl shall vacate will surrender the Premises to Landlord in flhc aline condition as when recedved at the inception omits Lease anti as dierenller RO( ff'Chie Cuerer Dr—Cia, ofSawri ne feave -6- 80A-429 EXHIBIT 1E improved by Ten call, subject to ordinary wear and tear. For the ova [dance of doubt, it is understood and agreed that, prior tothe do to upon which the Premises is surrendered by Tenant under this Section 3.31 Tenant shall be required to remove from the Premises all of the Tenant's Personal Property, and all Leasehold Improvements designated tot removal by Landlord in accordance with Section 10.5 below (and all dumage caused by such removal repaired), 3.3,2 L'Tonant rails to remove any of the Tenwit's Personal Property from the Premises (o• any portion thereof) prior to the expiration or any earlier terminadon of the To nil (with respect to applicable portion of the Premises), and such failure continues for five (5) days rollowing Landlord's delivery arnoil cc thereof, Tenant shall be deemed to It ova should on Ed the same, in which case: (a) Landlord shot] have the right, at Tenant`s expense, to remove the same *am the same from the Premises (and to repair tiny damage caused by such removal) and (b) to thereafter: (1) store the snore at Tenant's expense, (ii) appropriate the same for itself, and/or (ill) sell or otherwise dispose of the same in its sole discretion, with no liability to Tenant, In which case, Tenant shell reimburse Landlord for all costs )ncmred by Landlord In connection with any such renovd, repairs, storage and/or disposal, plus a ten percent (10%) administration fee thereon, upon demand. In addition, If Tenant fails to remove ram the Premises (or any portion therein all Leasehold Improvements designated for removal by Landlord in accordance with Section 10.5 below and/or to repair all dnmago caused by its removal or any such Leasehold Improvements (and/or its Tenant's Personal Property), in either case, prior to the expiration or any earlier termination of the Tern) (with respect to applicable portion of the Premises), Landlord slid[] have the right to remove the sonic tram die Premises (or the applicable portion thereoo 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 (IOOA) administration tee thereon, upon demand. This Section 33.2shollsurvivetheexpiratlonoranyearlierterminationcftheTermorthisLease. 3.33 If Tenant fails to surrender the Promises (or any portion thereof) In accordance with this Lease (including, without [initiation, Section 3.33 above), or otherwise holds possession of the Premises (or any portion therecio 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 ii an amount equal to die MoldoverRental 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 or the Tern, or any ws(ver of any of Landlord's rights or remedies with respect to such holdover. Tenant slid][ Indemnify, defend and hold Landlord hornless 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 die Premises in accordance wilt tic provisions of this Lease on the expiration or earlier termination of this tease. ARTICLE 4 -RENT AND OTII CR CHARVES 4.1 Raan . Tenant agrees to pay during file Initial Tenn of tbls Lease as Base Rent for the Premises, the sums shown for the periods shown In item 4 of the Basic Leese Provisions. Except as expressly provided otherwise herein, Base Rent shall be payable in equal consecutive monthly installments, in advance, commending on the Comalleneement Date end continuing on die tenth (10) day of each calendu' month thereafter; provided that the first full monthly installment of Bose Rent, described In Item 4 of the Basic Lease Provisions, shall be.payable upon Tenant's execution or this Lease. Landlord will cooperate with Tenant to accommodate payment of Rent (or certain types of Rent) via ACH payments. 4.2 T&amnt's Permittuge Share. Subject to the provisions of this Lease and in accordance wits) Exhibit "E", attached hereto, in addition to paying Base Rent, with respect to each Expense Year (defined in Exhibit'"13' Tenant shalt also pay, (a) Tenant's Percentage Share (defined in Exhibit"E") orExcess Operating Expenses (defiled in Exhibit "IF and(b)Tenant's Percentage Share of Excess Property Taxes (defined in Exhibit "E„). 4,3 Parking Fees. 4.3.1 Subject to Section 43.2 below, on the feat day of each calendar month during the Term, Tenant shall pay to Landlord (or at tine request of Landlord, to Landlod's designated parking operator) Landlord's then prevailing charge (die "Parking Foes") for all Parking Passes rented by Tenant for sock Calendar month. Such Parking Fees shall be lit addition to all taxes, assessments or other impositions Imposed by ally govemniental entity in connection with Tenant's use of such Parking Posses, which taxes, amessmenta 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, la Landlord's designated parking operator) by Tenant concurrently with the payment ofthe Parking Fees described above. 4.3.2 The Parking Fees payable with respect to the first elghtyfour (84) Parking Passes retried by 'remain during the Initial Term (and the charges An• all Short Term Pnsject Parking Vulidntans and Long Term Project Parking Validations provided by Landlord to Tenant (p nsunot to Section 2. c above) daring die Initial Tern) are Included in the Ease Rent payable by Tenant with respect to the Promises during the Initial Term. 4.3.3 'fine Parking Pees payable with respect to all Parking Posses rallied by Tenant during an Extension Term paid the chnrges Ivor all Short Term Project Parking Valirinlions and long Tarn Project Parking VnAdalions provided by Landlord to Tenant (pursuant to Section 2.3(c)(11) above) during on Extension Term) shall be determined in connection Willi the FMRR (and Extension Term Buse Rent) for die Promises for such tixtension Tenm and shall he added to (and included lit) the Extension Term Base Rent. 4A pavmcnt of Item, OLI Generall . Base Rent. till forms of Additional Rent payable hereunder by Tenant End nil other amounts, fees, payments or choges payable humunde• by Tenant shall Inch; (a) Constiude rent payable hereunder (sometimes Collectively be retbrred to heroin as '•Rent"), (b) be payable to Landlord when duo widrou any prior notice or demand Iherel'ar in lawful money orthe United $hies and, except Lis may be expressly provided to the coouary in this Lease, without any nbitonnni, oflaot or deduction whntscavor. and (c) be payable to Landlord et the address ol'Landlord described in Ile,,, Io orthe Basic ILcase Provisions or to site[) other Person or place as Landlord may li•oni lime to time designme lot W OVIr Ceurer Dr-Clb' N(Smun aua Len,ve •7• 80A-430 EXHIBIT 1E in writing to Tenant. Any amount of Rent that is payable on A monthly basis and that Is payable rospout ton partial month, shall be prorated based oil the number of days In such month. No payment by Tenant or receipt or acceptance by Ltmdlord of n lesser amount than tie correct Rent due hereunder shall be deemed to be other than s payment on account orthe enrliest installment of Rent then due; nor shall any endorsement or statement on any check or any letter accompanying any check or payment us Real be deemed to effect or evidence an Accord and satisfaction; and Landlord may aCcapt such check or payment whhout prejudlce to Landlord's right to recover the balance or pursue any other remcdy 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 (9K) OP 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 6 —TENANT°S TAXES Tenant shall reimburse landlord upon demand for any mid all taxes, Impositions or similar fees or charges payable by or Imposed or Assessed upon Landlord upon or with respect to: (a) any Tenant's Personal Property located In or about the Premises; (b) Any Leasehold Improvements made In or to the Premises by or for Tenant (without regard to ownership of such improvements) trend to the extent the original cost, replacement cost or value thereof exceeds the cost of Landlord's then effective "Building Standard" tenant Improvements, as determined in good faith by Landlord; (c) die Rent payable hereunder, inoluding, without limitation, any gross receipts tax, license fee or excise tnx levied by any governmental outhority; (d) the possession, lensing, operation, management, maintenance, alteration, repair, use or occupancy of any portion of lire Premises; or (a) this transaction or any document to which Tenant is a parry creating or transfen9ng an interest or an estate in die Premises. ARTICLE 6—IINTENTIONALLY OMITTEDI ARTICLE 7-USE OF PRENIISM 7.1 Tenant's Permitted Use Tenant shall use the Premises only for Tenant's Permitted Use set forth in jteur 7 of the Basic Lease Provisions and shall not use or permit the Premises to be used for any other purpose. Tenant shall, ut its sole cost and expense, obtain and maintain Ili fill force and effoct all governmental licenses, approvals and permits required for Tenant's Permitted Use, in no case shall Tenant use or suffer or perridt the use ofany portion of die Promises for any Expressly Restricted Use. 7.2 Compliance With ),nws and Other Renulrementa. 7.2.1 Subject to S,_,ce fan M. below, Landlord shall cause the Common Areas and die Base Building to comply with all Laws, if and when any such action is required by oily governmental authority mid/or if slid 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 G-om entering into a sublease to any Approved Comity Entity of Approved State Entity (as such terns are defiled below) in accordance with Section 11 1,2 below; (b) unreasonably and materially street 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 chicly take all actions required comply iu All respects with (and shall cause each of its employees and occupants to take nit cations required comply in All respects with) and cause the Premises to comply with; (a) all Laws, now or in die future applicable to the Premises and Tenant's use thereof (fneinding, without limitation, any Law requiring any form of improvement or alteration to the Building); (b) the Rules and Regulations, mud (c) ail covenants, conditions and restrictions Applicable to [lie Project, In addition, if any modifications or alterations to any portion of the Common Areas or the Base Building (defined below) are required under nay applicable Laws is a result of Tenant's use or Ilia Premises or any of'renant's Leasehold Improvements, then at the election or Landlord; (i) Tenant shall be responsible for performing such modifications or alterations, at its expense or (11) Tenant shall, within ten (It) days following Landlord's demand therelbr together with reasonable supporting documentation, reimburse Landlord for All of its costs and expenses Incurred in Connection with Landlord's performance orsuch modifications or Alterations. 7.2.3 Tenant shall not use the Premises, or penult the Premises to be used, in Any manner, or do or suffer any net In or about the Promises which:. (A) violates or Conflicts with oily applicable Law, any of the Rules and Regulations or oily 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 orally policy of Insurance covering the Project and/or ilia Promises, or inercia es the cost of' such policy; (D) constitutes or Is reasonably likely to constitute a nuisance, Annoyance or inconvenience to other loannts or occupants of the Project or its equipment, I'acllilies or systems or (E) interferes with, or is reasonably likely to interfere with, the transmission or reception ormicrownve, television, radio, wlephone, or other communication signals by Automate or other facilities located in die Projeci. Without limiting the gerlemlity, orthe foregoing, should any federal, slate or local governmental agency having jurisdiction with respect to the esmblishnhent, regulation or enforcement of oeeupalhmal, health or sorely stnadords for employers, employees or lonanta impose oil Lundlord or oil'renmht At any time now or in the future oily requirement or Law relating in any mmuhcr to the Premises or occupancy thereof; Tenant shall, at its sole cost and expense, aonlpiy promptly (or ul Landlord's election, bethe cost ol'such conpllmme as Allowed by Landlord) with such requirement or Law. Tenant stall indemnify, defend And hold luu'Inless Landlord from and Against Any and Ill Claims Arising out oror relating to Oily Ibllue onmunl to perform ally of its obligations nnder this SOCtiOn 7,2 Landlord shall not enforce ilia Rules and Regiilmions In a d6crinii imnry manner; provided that Landlord shall not be liable to IN Ii' Ch lr CurVur (h•—C'Ip e(Sm9 n Ana Lease .s 80A-431 EXHIBIT 1E Tenant for any violation of any of the Rules and Regulations (or any applicable Laws or covenants, conditions and roslrietions applicable to fire Project) by any other tenant or occupant of the Project. 73 41n• n • 1 sNInterilds, No Hazardous Materials shall be Flandlcd upon, about, in, above or beneath the Promises or any portion of the Project by or on behalf of Tenant or any other Tenant Parties, Notwithstanding die foregoing, normal quantities of those Hazardous Muteri als customarily used in the conduot of general administrative and executive offca activities (e.g„ copier fluids and cleaning supplies) may be used and stored at the Premises in compliance wit, oil Laws and the highest prevailing industry slit darda. Tenant shall: (a) take all actions (or at Landlord's election, reimburse Lndlord for taking all actions) necessary to restore the Premises or tiny portion of the Project to the condition existing prlar to the introduction of any Tenant's Flazardaus Materials, norwithstanding any less stringent standards or remedlation allowable under applicable Environmental Laws and (b) shall indemnify, defend and hold harmless Landlord tom 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 Fiszardous Materials upon, about, In, above or beneath the Premises or tiny Portion of the Projeol and/or the presence of any Tenant's Fiszardous Materials in, on, under or about die Project, ARTICLE S -I,jTILIT1ES AND SERVICES gel Building Saviees. Provided that no Event of Defoull exists, subject to die terms, conditions and standards set forth in this Lease, Landlord shall furnish or cause to be Ihmished, as part of 0peratng Expenses to die Premises, the utilities and services described in gA bit ' F" attached hereto. 3,2 Intarru t)on of Services, Landlord shalt not be liable for any failur to famish, stoppage of, or interruption In furnishing any or Life 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. ARTICLE9-MAINTENANCE AND ER PAIRS 9.1 Landlord'g,0hfleathmi, Landlord shall endeavor to keep the Common Aroas of die Building and the Project In a clean and neat condition. Subject to Section 9 below: (a) Landlord shall make all necessary repairs, within a reasonable period following reaelpt ornolice of the need therefor from Tenant, to the exterior wells, exterior doors and windows of the Building, and to public corridors and other public areas of the Projecl not constituting a potion of any tenants' premiscs 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 weer 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 raising from the making o$ or failure to make, any maintenance or repairs, alterations or improvements in or to any portion of the Building or Project, Tenant wolves die right to make repairs at Landlord's expense under Sections 1941 and 1942 of tie Colifosda Civil Code, and under all other similar laws, statutes or ordinances now or hereafter in effect, and waives and releases the right to terminate We Lease under Section 1932(1) of the California Civil Code and under ail other similar laws, statutes or ordinances now or hereafter in effect, 9.2 Tenant's Ob11 n� tiuus, During the Tern ardils Lease, Tenant shall, at its sole cost and expense, maintain the Premises in good order and repair and in a safe, clean and neat condition. Tenant shall make all repairs to the Premises not required to be made by Landlord under Section 9A above (including, without limitation, repair or replacement, as applicable, of all damaged and broken fixtures and appurtenances) with replAwments or any materials to be mode by use of materials of equal o' better quality, Further, Tenant shall be responsible for, and upon demand by Landlord shall promptly roimbwso Landlord for, ony damage to any portion of the Projector the Premises caused by: (a) activities orTenani or any Tenant Party in or at ilia Premises or any other portion of the Project; (b) the pertormnnoe 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 Properly in or about the Building or the Premises; Jell the design, installation or operation crony Alterations that are not consistent with Building Standards (as defined in the Work Letter); or (e) any net or omission by Tenant or any Tenant Party or any other person permitted In or invited to ilia Premises or the Project by Tanant or any Tenant Party. A RTICLE I a -ALTERATION$ IV Landlard'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'I'mam and lies no obligation to alter, ramodal, Improve, renovate, repair or decorate the Promises, ilia Building, or the Project or any portion thereof. Tenant further ackmowiedges end agrees that no representations rospecting the condition of the Promises, ilia Building or the Project have been mode by Landlord to Tenant except as sped really set forth in this Lease. I0.2 Landlord's Censenu t:anditinns. Except fix Permitted Alterations, Tenant slmll not make any Alterations (or allow or permit any Alterations (o be made) without first obtaining Ilia prior written consent ofLandlord, which consent shall be requester) in writing not less than fiilecn (15) business days prior to the scheduled and actunl commencement of any work therein. All such Alterations: (a) shall comply with all applicable Laws, (b) shard he compatible (us determined in good faith by Landlord) with the Building slid all Building Systems; (c) shall not interfere with die use and occupancy or tiny other potion ul'the Building or the Project by any other tenants or their invitees; (d) shall not be visible from the exterior of the Building or 1Fmn any Common Areas: end (e) shall not aired the Integrity or the structural perilous of the Building. In addition, Landlord may impose as a condition to Its consent to Ally Aherations, such additional requirements as Landlord in its sole discretion doenls necessary or desimble (including, without limitation, u rcquh•enfem for Tenant to obtain (or requirs Its contractor to obtain) a completion and lien Indemnity build prior to eonuneneement of tiny Alterations), Within ten (Id) days of written demand therulix, Tenant shaft, (i) reimburse All costs and expenses incurred by Landlord bcanuse orTemmf's Alterations and (11) shall pay Landlord's supervision fee in tin amount equal to Len percent (10%) or ilia, cost of'thc Alterations )n question (provided that no supervision lee shall be payable with respect to Permitted Alte•ntoas). 'tenant raid TeuunPs controanis shall comply ivith such eonsuincrion rules and reguladi na and building mund:vds as Landlord Amy promulgate rrom time to 30/ s1101* Center ik- C/o' of S'umn Ann Leine A• 80A-432 EXHIBIT 1 E time. All direct and indirect costs relating to any modifcat long, alterations or improvements of the Projcet or the Bu lid Ing, whetheroutsldo or Inside Of the Premises, required by any governmental agency or by Law as a condition of as the result of any AIwralkin requested m' effected by Tenons shall be borne by Tenant, and in connection therewith, Landlord may elect to perfann such modifications, alterations or Improvements (at Tenant's sole cost and expense) or require such performance directly by Tenant, 10.3 Performance OfAllerationtl All workrelaling to all Alterations (otter than the initinl Tenant Improvements, which will be pertained by Landlord in accordance with the Work Letter) shall be performed by Tenant at Tenant's sole cost and expense and shell be Prosecuted to completion In a diligent, first class manner (end so as not to imerfero with any other tenants or occupants of the Project), and in compliance with ally plans and specifications therefor that are approved by Landlord, any and all conditions imposed by Landlord thereon, Of applicable Laws, and die requirements of all carriers of insurance on the Premises, Building and Project, the Board of Underwriters, Fire Rating Bureau, or similar organization. Tenant Shull not use tiny 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 tie Project oulslda orlhe Promises. Upon completion of any Alterations (other than Permitted Alterations), Tenant shall deliver to the Building numagement office, within tdrty (30) days following completion of the Alterations, a reproducible copy of the "as built" drawings of the Alterations together with a CAD rile of the "as built" documents of the Alterations (current version ofAutoCad). 10.4 IN a Ller s. Tenant shall pay when due all costs for work performed and materials supplied to the Premises. 'reliant shall keep Landlord, file Premises, the Project and Tenant's leasehold Interest free from all Encumbrances, including, without limitation, any of the same relating to Ilia Alterations or any other work performed fbr, materials furnished to at, 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, slop notice, claim or encumbrance has been riled, Tenant shall give Landlord not less than five (5) business days' prior written notice before oommenelog any Altcradons in or about the Premises to permit Landlord to post appropriate notices of no -responsibility. 10.5 .Bcmoval and Restoration, All Alterations (and the Tennnt Improvements) shall become a pan of the Premises and shall become die property of Landlord upon the expiration or earlier termination of this Lease; provided that by written notice to Tenant, Landlord may require Tennnt to remove some or all of the Leasehold Improvements (other tian ally Leasehold Improvements tint existed In the Building as of the Effective Date), in which event, prior to the date of expiration or terminaton of tiffs Lease, Tenant shall remove the Leasehold Improvements designated by Landlord to be so removed, and shell restore, patch and repair any resulting damage to the Premises, Building and Ptroject, all at Tenant's sole expense. All Tenant's Personal Property owned or installed by Tenant or any ofher Tenant Party in the Premises shall be and remain the property of Tenant (or tine applicable Tenant Party), and upon the expiration or earlier termination of this Lease, Tenant shall, at its sole expense, remove all such items and repair any damage to the Premises or the Project caused by such removal. If Tenant fails to remove any such items or repair such damage promptly after, the expiration or earlier termination of this Lease, Tenant (or the applicable Tenant Party) shall be deemed to have abandoned Ilia same, In which case Landlord may store the same at Tenant's expense (and Tenant shall pay Landlord the cost thereof upon dcnhand), or appropriate the some far itself, and/or sell the some in its discretion, wide no liability to Tenant (or the applicable Tenant Party), ARTICLE II -TRANSFERS 11.1 Restr•ictioni Permitted Sublenses, I LI I Restriction, Except as provided in Section 11 1.2 below, Tenant shall not, either involuntarily or voluntarily or by operation of law or otherwise, make or permit any Transfer without the prior writer consent of Landlord in accordance with attqji ❑ l l,4 below. Any Transfer In violation of the provisions of this rtfola I I shall be null end void, Notwithstanding anything contained in this Article 11 to Lila contrary, Tenant expressly covenants and agrees not to enter into any lease, sublease, license, concession or other agreement for ,Be. occupancy or utilization of the Premises which provides far rental o° other payment for such use, acarpancy Of utilization based in whole or in pert on the net income a• profits derived by any person from Ole property lensed, used, occupied or utilized, and that may Buell purported lease; sublease, license, concession or ether agreement shall be absolutely void. 11.1.2 Permitted Sublease;, Notwithstanding the foregoing, Tenant may, upon no less than ten (10) business days' prim: written notice, but without the need to obtain Lila consent of Landlord, sublease space within the Premises to any Approved Guvermnomal Entities. Landlord shall cooperate with Tenant's efforts to consummate any such subleases to any such Approved Governmental Entities, including, without 1inaits Lie n, in competion with any proposed Approved sublease to any Approved GovcmmentaI Entity, by using comnnerall ofly reasonable efforts to enmply with the Salto Requimine nIn specified in .x it " " attached hereto. Any sublease permited witho tit the consent of Landlord under this Section 11 1 2 (rt"Pmmd fit ad Su btoasa") Shull not be subject to any the requirements. restriction a lifill rod ons set forth in Soat! On 2, 'ceder i 13, Section 11.4.9octlon 11.5, or Section 11 6 below 11.2 Notice to Landlord. If Tenant desires to make a Transfer (other than a Permitted Sublease), then Tennnt shall submit to Landlord; (u) a Proposed Transfer Notice at least twenty (20) business days (and not more than Otis hundred eighty (190) days) prior to the effective date of tie proposed Tmn,fec, unit (b) four (4) originals orthe proposed assignment or sublease or other Transfer document oil a f/nitt approved by Landlord and fbur(4) originals of Lila 1,midlord's Cuinent to Sublease or Assignment and Assumption or Lease and Consent executed by Tenant and the pmpused Irmnsrerco. Ir Tenant modifies tiny of the material ternis and conditions relevant to a proposed Transfer specifed in Lhe Transfer Notice, Tenant shall rosubmit such 'transfer Notice to Landlord fur Its consent, Following delivery are Transfer Notice, Tenant shall adi ilsolall„v provide such other information or mmeriuls will, respect to the proposed Trunsl'ar and/or Tirlinstere: As Lmidlurd may reasonably request, hiciudill without limitation. credit repons, business plans, operating- history, bank and character rcfcreneas• 113 1,xof l4rd's R9e1101tia Riubt , At any time within twenty (20) business days after Landlord's receipt oralf ol'the inforolution and docunienls described in SSectinu 1 12 Landlord may, ut its option, in its sole and absolute discretion. by written notice to Tenant. elect to (it) in life dose of n poposed sublease, sublease Lila Premises or the portion Lhcreorpioposed to be sublet by Tmmnt upon the same terms as those otrered to the proposed subtermnL; (b) in Lie case of a proposed assignment, take an assignment of title Lease upon rim sore terms as those otTered to file 801 II'C'hdc Ce erife-Clip ofSartrn;bra Lama .to. 80A-433 EXHIBIT 1E proposed assignee; or (a) terminate this Loans in its entirety or As to the portion of the Premises subject to the proposed Transfer, with a proportionate Adjustment in the Real payable hereunder if ilia Lease is terminated as to less Wm all orthe Premises, For Ilia Avoidance of doubt, this Section 113 shall not apply to any Permitted Sublease. IIA Landlord's Consent: Standards, 11.4.1 If Landlord does not exercise any or ilia options described in Secton 11.9 above, then within twenty (20) business days following its receipt or Transfer Notice (and all of lie other Items described in Section 11.2 above), Landlord shall notify Talent whether it will grant or withhold its consent to the proposed Traaslar in accordance with Section 11.4 below, Landlord's consent to any proposed Transfer shall not be au'ewonably withheld; provided, however, that in addition to any odor grounds available hereunder or under applicable Law for properly withholding consent to such proposed Tronsfer, Tenant aclaowledges and agrees that It shall be reasonable for Landlord to withhold Its consent to any proposed Transfer M. (a) in Landlord's good fafthjudgment: (1) die proposed Transferee does not have die financial sb•ength (taking into Account all ardio Tronsforee's other actual ar potential obligations and liabilities) to perform its obligations with respect to die proposed Transfer (or otherwise does not satisfy Landlord's standards for financial standing Willi respect to tenants under direct leases of comparable economic scope), (11) the proposed Transferee is of a character or reputation or engaged In a business which is not consistent Willi die quality of the Project or the business and operations of ilia proposed Transferee are not of comparable quality to the business and operntlons being conducted by direct tenants of Landlord In the Project Or (Ili) Ara use of the Premises, the Building or the Project by the proposed Transferee would: (A) significantly increase pedestrian waffle in slid out of the Building and/or tlne Project, (B) generate increased loitering in Common Areas, (C) Increase security risk, or (D) require any alterations to die Building ar the Project to comply widr applicable Laws; (b) the proposed Transferee has the power of eminent domain, is a governmental agency or an agency or subdivision are foreign government; (c) the proposed Transferee intends to use any part of the Promises for a purpose not permitted under this Lease; (d) either the proposed Tranal'oree, or any person which directly or Indirectly controls, is controlled by, or is under common control with die proposed Transferee (i) occupies apace in tlne Project or has nogotfsled with Landlord within the preceding one hundred eighty (180) days (or is currently negotiating with Landlord) to lease space in the Project or (11) is a direct competitor of Landlord; (a) An Event of Default then exists; (0 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 rlght to cancel or modify its lease; (g) any ground lessor or mortgagee whose consent to suds Transfer is required fails to consent thereto; (h) the terms of lie proposed Transfer will allow ilia Transferee to exercise a right of renewal, right of expansion, right of first offer, or afier similar rights held by Tenant (or will allow the Transferee to occupy space lensed by Tenant pursuant to any north right); (1) the proposed Transfer would be on economic temps (based upon effective rental rates) more favorable to die Transferee dial the econondc terms than being accepted by Landlord for comparable direct leasing transactions in the Project; or 0) the proposed Transfer would result in more Wan three subleases per each full floor of ilia Premises being in effect at any one time during the Term. For die avoidance of doubt, this Section 11.4.1 shall not apply to any Permitted Sublease 11.4.2 Notwithstanding anything to the contrary in this Lease, If Tenant or any proposed Transferee claims that Landlord has unreasonably withheld its consent or otherwise acted in a manner not permitted under this Article I I, then the sole remedy of Tenant and such proposed Transferee if such claim is determined by a court of competent jurisdiction to be successful shall be a declaratory judgment and an Injunction for tlne relief sought without any monetary damages or other monetary relief, To the maximum extent pemnitled by Law, Tenant and cacti proposed Transferee hereby waive any and all Other remedies, including, without Ibmitathon, any right at law or equity to terminate Vila LeAse with respect to any such claim Tenant shall htdeaunit'y, defend, protect and hold harmless Landlord from any and all Claims involving or asserted by any third puny or pal des (including, without limitation, Tenant's proposed Transferee and/or any broker representing Tenant mrdlor such Transferee in connection with a proposed Transfer) clafming Iliey were damaged by Landlord's wrongful withholding or delaying of consent to any proposed Trunsfer or other breach of this Article . Tenant Acknowledges that Tenant's rights under this Article 1 I sotisfy the conditions set forth In Section 1951.4 of die Califomia Civil Code with respect to the nvailabillty to Landlmxl ofcerlu(n remedies for a default by Tenant under this Lease, 11.5 Transfer Profits, Subject to tlne provisions of this Article I I If Landlord consents to any Transfer (other than a Permitted Sublease), Tenant shall pay to Landlord filly percent (50%) ormy 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 uuclil die books and records of Tenant with respect to the calculation of Transfer Profits, I f such inspection reveals tin undepmyment by Tenant of Transfer Profits, Tenant shall pay to Landlord the deficiency and die cost of Landlord's audit within ten (10) business days alter its receiptof the results of such audit. For the avoidance of doubt, this Section 11.5 shall not apply to oily Permitted Sublease 11.6 landlord'; Cwh, Willi respect to each Trnnsrer (other than a Permitted Sublease) proposed to be consummatcd by Tenant, whether or not Landlord shall grant. consent, and whether or not Landlord's consent shall be required, Tenant shall, within ten (i0) business days After written request by Landlord, reimburse all of Landlord's Review Expenses refuting to such proposed Transfer. For the avoidance of doubt, this Leon 11,6 shall not apply to rely Permitted Sublease 11.7 Continuing Liability of Tonnnt, Notwilhslanding the consummation or attempted consummation of may Tinnsfar under this Article (including. but not limited to, any Assignment orthis Lease), Tenant shall remain as fully and primarily liable fur ilia payment orReta and for the performance of all Otherobligntlons ortho"tenant" contained In this tease to tlne same extent m if ilie Transfer had not occurred. Any net or omission ornny Transferee tint violates the terms ordifs Lease shall be deemed a default by Tenon under this [.Lose, and fiillowiag expIni loa of the applicable notice and cure period, shall be deemed an Event of De rnuit, in which ease. Landlord may proceed directly ugofnst Original Tenant (andlor nqv of its successors as the "Tenant" hereunder) w•idioul the necessity orc•ehaustiug Its romedics against such TI.•unslcrce (notwithstanding the Not than [Ice Original Tenant (and/or any uris miecesnas as the "Tenant' hereunder) may have Assigned all of its right, title and ineiresl in this Lease). Lnndlnrd may consent to subsequent Tnnsters orthis Lease with Transferees or Te in6 uporl notice to recant, but without obtaining Its or their consent thereto, and such action shall not relieve Temnl orits liability underthis Leaso. 11.8 Nun•1Vnivei The consent by Landlord to may Transfer shell not relieve 1'cntunl, or any Pecan clolining through or under Tenant, of IIIe obligation to obtain the consent of l,nadlold. pursuant in this Article I I, to any further Translbr. Following tiny 'ranter, Landlord moy collect Rent 0•onn the Transfaree without waiving tiny rights hereunder. And collection OI'dme Rent from a Panama other than'renont shall not he Sol O'Clale Caper Dr —Cho, nfSaato Aar tease • I I- 80A-434 deemed a waiver of oily of Lmtdlod's rights under this Article 11, an acceptance of any Transferee as a tenant of Landlord, or a release of Ten call From the performance of Tenant's obligations under this Lease. Ait•f1CLE 12 -SUBORDINATION AND a\' TORNMENT: ESTOPPEL CERTIFICATES' FINANCIAL STATENIGNTS, 121 Subordination rind Attornmcnt, MIA This Lease, and Ole rights and interests of Tcnnnt hereunder, are and shall be subordinate to all Security Instruments which now or hereafter constitute a lien upon or Arafat the Project, the Building or the Promises and the rights and interests of the Handers orsuch Security hisWments. Such subordination shall be effective without the necessity of ilia execution by Tenant of any additional document for the purpose oFevidencing or effecting such subordination, In addition, Landlord shall have the right to subordinate or cause to be subordinated aaysuch 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 oily such Security Instruments, Tenant shall, netwilhstanding such subordination, Atom to and become the Tenant of the successor In interest to Landlord at the option of such successor in interest. Furthermore, Tenant shall within Rve (5) business days or demand therefor execute any instruments or other documents which may be required by Landlord or the Holder of any Security Instrument, mid specifically shall execute, acknowledge and deliver within five (3) business days of demand therefor a subordination of lease or subordination of deed of trust, in Ale form required by ilia 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 ilia 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 Fielder of any such Security Instrument to evidence the attornment described In this Section 12.1.1, 12.1.2 Should say current or prospeettve 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 ntodif cations will not cone an Increased cost or expense to Tenont, or in any other way materially and adversely change the rights end obligations of Tenant hereunder, then and In such event, Tenant agrees that this tease may be so modified and agrees to execute whatever documents are required therefor and to deliver the some to Landlord within ten (10) days following Landlord's request therefor. 12.2 Fstonnel Cr•.f, LCS1tc;. Tenant shall, upon not Ins than ten (10) business days prior written notice from Landlord, execute, acknowledge and deliver to Landlord a statement In writing certifying those theta for which certification has been requested by Landlord or oily current or prospective purchaser or current or prospective Holder of any Security Instrument, including, without limitation, that: (a) this Lease is unmodified and in full force and effect for setting forth any modifications that have occurred), (b) the dates to which the Bast Rent and other forms of Rent payable hereunder have been paid, (a) whether or not Landlord Is In defult in the performance of any covenant, agreement or condition contained in this Least (and, if so, specifying each such default of which Tenanl may have knowledge), and (d) any otter facts forwhich certification is reasonably required by Landlord or customarily required by any prospective purchaser or Holder to which such estoppel certificate is being - provided, Tint form of the statement clutched hereto as Exhibit "P" is hereby approved by Tenant for use pursuant to this Secitiou 12.2, but Landlord shall have the right to use other ferns 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 oily such certificate prepared by Landlord and delivered to Tenant, Any statement delivered pursuant to this Section 12,2 may be relied upon by any prospectivc purchaser, mortgagee, ground lessor or ether like encumbrancer thereof or any essig me crafty such encumbrance upon the Building or the Project. 12,), , FfnAII RF Sta(einenG7ATany ttfnie dUHng'th6 Teriii,-Taneiit sliall; upon"Bvc'(5)"b`usrness lays' pi nor notice from Landlord, provide Londlord with then current Man ciat statements and finonoiof Aintent anis for each of We two (2) years prior to flit then current cal ender 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—CASUALTYr TAKING 13.1 Casualty 13.1.1 Rcnnh. of tht Promises. 'reunntshall promptly notify Landlord in writing (a "Damage Notice") of any casualty event, damage or condition to which this Suction 13.1 is or tufty be applicable (a "Casualty"), Landlord shall, widnin a reasonable time after the discovery by Landlord of may damage resulting from oily Casualty ("Casualty Damage"), subject to reasonable delays for insurance adjustment or other matters beyond Landlord's reasonable control, and sub,lect to all other terms of this section 13.1, begin to repair the damage to the Project and the Ihemises resulting front such Casualty, and shall proceed with reasonable diligence not to exceed 60 days to restore the Project and Premises (the "RCetDrI11100") to substantially the same condition As it existed before such Casualty, except for modifications required by applicable Laws or covenants, conditions and restrictions, and mudilicotions deemed desfruble by Landlord; provided, however, that Landlord shall not be required to repair or replace any arthe Lalsehold Improvements or Any of Tenuntk Personal Property (all of which shall be promptly repaired, restored and/or replaced by Tenant). Landlord shall have no liability fnrany inconvenience or annoyance to Tenant or injury to Tenant's business as n result ornny Casualty, or the Restoration, regardless orthe cause ti eretur. Base Rent, and Additional Rent payable under Sections 4.2 and il, shall abate If and to die extent Tenant ceases to occupy a material portion o1'ihe Premlafa That was damaged by a Casualty and rendered unfit for occupancy (for the Permitted Use) as n result thereor. lot' the period of time commencing on the date Tc font vacates such damaged portion of ilia Premises find continuing until Idle Premises Resmrulion is substantially emrplete (us reasonably detenmhued by Landlord); provided, however, that such Abatement shall be limited to the proceeds ol'rental interruption Insurance proceeds with respect to the Premises and such Casualty collected by Landlord. 13.1.2 Elountinns It, Lhndlurtl's ObIlsnrinns. Notwithstanding anything to the contrary eonluined in this Section 13,1, Landlord shall have fin obllgadon to repair the Promises and shall have lbe right to terminate Ihls Lease in oily case whero: (A) any portion Arctic Premises or any material portion odic Prrlject is damaged And (b) oily orthe following conditions exist: (1) Landlord estimates In good faith that the Restoration cannot reasonably be cernpimed (witmul the payment oroverome) within one hundred eighty (Igo) days of Landlord's discovery of the 907 Learn .12. 80A-435 EXHIBIT I C'asudly Damage, III) the I-] older of any Security Instrument requires any Insurance proeeeds with respect to such Casualty Damage to be applied to the outstanding balance el'tha obligation secufod by such Security Instrument, (111) the cost of the Restoration Is not fully covered by Insurance proceeds availnble to Landlord and/or payments received by Landlord from tenants, (iv) Tenant shall be entitled to an abatement or Rent under this Section 13 1 for a period of lime III excess of [hhrly-Illive percent (33°/) of ilia remainder of the Term, or (v) such Casualty aecurs during the last eighteen (18) months orlhc Tcrm (disregarding Extension Terms, If any). Such right of termination shaft be exercisable by Landlord by delivery of written notioe to Tenant at any time following die Casualty until sixty (60) days following the later of: (A) delivery of the Damage Notice or (B) Landlord's discovery cr determination of any untie events described in clauses (i) through (v) orthe preceding sentence, and shall be effective upon delivery or such notice of terrain ntion (or i f Tenant has not vacated the Premises, thhrly (30) days thereof cr)� 13.1.3 write Landlord and Tenant agree that die provisions of this Section 13.1 and the remaining provisions or this Lease shall exclusively govern the rights and obligations of die parties with respect to any and all damage to, or destruction of, all or city partial, orthe Premises or the PrulNct, and Landlord and Tenant hereby waive and release each and all of their respective common law slid statutory rights inconsistent herewith, whether now or hercinnf erin affect (including, without limitation, Sections 1932(2) and 1933(4)'of the California Civil Code, as amended from time to time). 13,2 Takn",lfthewholeoramaterialportionofdhePremises,theBuildingortheProjectshallbetakenunderthepowerofeminenl domain, or sold to prevent ilia exercise thereor(collectiveiy, a "Taking"), this Leuc shall automatically terminate as of Oil earlier ofthe date of transfer of title resulting thorn such Taking or the date of transfer of possession resulting from such Taking (the "Taldng Date"), in the event or o Taking orsuch portion of the Project, the Building or ilia Premises as shall, In the opinion of Landlord, substantially interfere with Landlord's operation tlhereor, Landlord may terminate this Lease upon thirty (30) days written notice to Tenant given at any time within sixty (60) days following Elie Taking Date. If a portion of the Premises is so,taken and Oils 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 pemilued by Laws and covenants, conditions and restrictions Elie" applicable to the Project) the Premises (other than Tenant's Personal Property and Leasehold Improvements that are not consistent with [hen Building Standards) to a complete, functioning unit and (b) the Base Rent payable hereunder shall be, reduced proportionately based on the portion orthe Premises so Mon. Except as expressly provided otherwise iu this Section 13,21 the entire award for any Taking shall belong to Landlord (without deduction fur any estate or interest of Tenant), except that Tenant shall be entitled to independently pursue o 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 Ole condemning Authority). No Taking of any portion of the Premises, the Building or the Project (or any portion thereof] for a period ai' less than two hundred seventy (270) days (a "Temporary Toldng") shall terminate this Lease or entitle Tenant to any abatement of Ibe Rent payable to Landlord under this Lease; provided, however, (tilt any award for any such Temporary Taking shall belong to Tenant, but only to the extent tint the award applies to any time period during the Tenn of Oils Lease. This SgiIiien IM 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 orthe California Code of Civil Procedure and the provisions of any successor orethertowof like import 6RT(9LL 14-1ND137MNiFiCAT10N AND INSURANCE 14.1 Waiver arliobility and Indemnification. Except to the extent expressly provided tothe contrary herein, Tenant hereby waives all claims and causes aract on against Landlord and all of die other Lund lord Parded for any dsmaga to persons or properly (including, without ]initiation, loss ol'prorits and intangible property) In any way relating to Tenant's use and ocahpahcy of the Premises from any cause whatsoever, including, without limhadon Ore, explosion, falling plaster, steam, gas, air contaminants premissions, electricity, electrical or electronic emanations ordisturbnucc, water, rain or snow or leaks from any part the Building or from die pipes, applinnres, equipment or plumbing works or from the roof, street or sub surfaces or thorn any other place or caused by dampness, vandaflsin, malicious mischief. Tenant, shall indemnity, defend, protect aid hold homiles; Landlord and each of the Landlord Parties tram and against any and all Claims that arise out of, am occasioned by or are in any way allrlbutablc to: (s) the use m• occupancy of the Premises or any portion of the Project by Tenant, (b) the acts or Omissions of Tenant or any Tenmit Party, (c) any default orthis Lease by Tenant, or (it) 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 orthe gross negligancc or willfbl misconduct or Landlord, itsogents or employees. 14.2 Insurance. At all times during the Penn of this Lease, Tenant shall; a) procure and maintain, at its sole expense, the insurance policies described in :eaibit "G", attached hereto and (b) otherwise comply with each and all of the obligations and requirements set forth In fjxm !;Q. Landlord makes no representation that the insurance coverage specified to be carried by Tenant pursuant to this Exhibit •10" is adequate to prutecLTenanL against Tenant's undertakings under the terms ot•Ihis Lease orolherwise, end If Tenant believes that such insurance coverage required under this Lease is InsuRlciant, at its own expense, Tenant shall provide such additional Insurance as Tenant dooms adequate. 14.3 Waller ol'Suhramrtion, Notwithstanding oily provision of this Article 14 to the contrary, Landlord and Tenant intend tlml their respective properly insurance damage loss risks shall be borne by their respective insance carriers to the extent of the property damage insurance flint each of Landlord read Tenant are required to carry under Exhibit IV, slid except as expressly provided othewise in Oils Lease, in ilia event Ora property lass, each or Landlord and 'tenant hereby agree to look solely in, and seek recovery only irony their respective property damage insurance carriers to the extent that such property loss is ore, type that is covered by ilia property damage Insurance it is required to carry under EN1111bit "0 As long as such waivers or'suhroanliun are reasonably available, each orthe parties hereto hereby wolves all ol'ha rights end claims against each orthe other parties [lei -elf) 110r such losses. and provident such waiver of subrogation shall act affect the right ol'snch party as the insured under its property dimhage policy tar policics) to recover thereunder, waives all orthe rights ursubrugation arks property dmnagc insurers. The parties hereto further agree than, so long as no nnoterial additional premium is charged tharal'ore, their respective property insurance policies are now, or shall be, endorsed such that [he lbreguing amiver raI'subrogulion shall not atlecL the right of thu Insured to recover t eimunder. ARTIMEIS— PVFNTSQFUPFAULT LNDREMEDIFS 15.1 bleats o r lrefuuh By T'a awl, The occurrence or any Or the fulloroing shall constitute a material dcliwlL and breach or this Lease by Tenaat inn "Evew of Detlull-p AOr WCrrle Conner Dr- 0fr ofSaWaAan Leove 80A-436 EXHIBIT 1E 15,1,1 Any failure by Tenant to pay tiny Rent or any other charge required to be paid under this Lease, or any part lhetof (or to perform any or Its obligations under A,lticIQ f above), if such Fail are continues for three (3) days following Landlord's delivery of written notice thereof. 15.1.2 The abandonment or the Promisee by Tenant, or the vnowIon of the Premises by Tonan i fur a period of ten (10) consecutive Jays (with or without tha payment of Rent), or die failure of Tenant to take occupancy of the Premises within thl ny (30) days of die Commencement Date (it being agreed dint the fact that any of Tenant's Property remains in the Premises shall not be evidence that Tenant has not vacated or abandoned die Premises). 15.1.3 Any (allure by Tenant to execute and deliver any statement or document described in L {ale 12 requested by Landlord within the lime periods speoitled therein, if such failure continues far dinc (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 1,,,$,,j,7�, aad jLU above, if such failure continues fier twealy (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 ttereok) provided, however, that if the nature of the default is such that it cannot be cured within the twenty (20) day period, oo Event of Default shall exist if Tenant commences the curing of the defoultwithin the twenty (20) day period and thereafter diligently prosecutes the same to completion, 13,1,5 The making or furnishing by Tenant army 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 ftimished, 15.1.6 The Assignment, subletting Another Transfer, or any attempted assignment,subletting or other Trans for, of this Lease in violation of ArVole 11. , 15.1,7 The Ailing 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 orTenant, (b) a petition or answer by Tenant or any general partner of Tenant seeking relief under any provision oFthe bankruptcy Act, (o) 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 general partner of Tenant, (a) a proceeding by any governmental authority for die dissolution or liquidation of Tenant or any general partner of Tenant or any other instance whereby Tenant or any general partner of Tenant shall cease doing business as a going concern, or (0 an admission by Tenant or any general partner of Tenant of its inability to pay its debts as they become due. 15.1.8 The default by any guarantor of 'Tenant's obligations hereunder under Any guaranty of this Loose, the Attempted repudiation or revocation of any such guaranty or the participation by any such guarantor in any other event described in this Section 15l 1 (as Within Section 15 1,13 referred to such guarantor In place ofTcnant). 15.1.9 Any default that continues beyond the applicable notice and care 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 army Affiliate orTenant. All of thr, notices described in this Section. 15,1 shall be in lieu of, and not in addltlon to, any notice required under Section 1161 of the California Code of Civil Procedure or any other law now or hereafler in eflecl requiring that notice ofdethull be given prior to die commencement or an unlawful detalner crdther legal proceeding. 15.2 Remedies, Upon tie occurrence or Any Event of Delhult by Tenant, in addition to any odher remedies Available to Landlord at low or in equity, without any further notice or demand wlmtsaever Landlord shall have the option to pursue any one or more or the remedies described in Section I ofExhiblt "N', Attached hereto, each and all orwhich shot[, subject to Applicable law, be cumulative and nonexclusive (and All oflbe other provisions orSeclion l of xhilift "IT" shall apply to rat Event of Delhuh by 'retain( hereunder). ARTICLE 16 — L INIA ORD DEFAIII T• LANDLORD'S I I \DTI ITV 16.1 Landlord Default, Landlord's Failure to perform or observe oily orils 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 orthirty (30) days Allen Landlord (mid each Nodded Party) receives written notice from Tenant specil'ying (and describing in reasonable detail) the alleged dolhult (and identifying the applicable Lease provisiou(s)); provided, however, that if the nature of the deihull is such that it cannot he cured within the thirty (30) day period, no Landlord Defaultshall exist if Landlord (a• any Notified Party) commences the curing of the Applicable deraull within thirty (30) days Following its receipt of'remmn0s default notice and thereafter diligently prosecutes the same to conpletb a. Subject to the remaining provisions of fills lease, 'Gnawing die Occurrence orally Landlord Default,' Tenant shall have the right to pursue any remedy available under Law f'orsuch Landlord Dermtt by Landlord; provided, however, that in no case shall Tenmat have any right to tcrnntuate this I -ease on Account of tiny such Landlord Default, 16.2 Landlord's Lease Undertakings. Notwithstanding Anything to the contrary coulnincd in this Lease or any other Lease Documents, It is expressly understood and Agreed by and between the paxies battle that: (a) the recourse of Tenant or its successors or Assigns against Landlord (and the liability of Landlord to Tenanl, Its sueeessurs and Assigns) with respect to: (i) any Actual or alleged breach or breaches by or the part of Landhme! orally of Landlord's Lease Undertakings or (if) any matter relating to Tenant's use or occupancy of the Premises shall be limited to An amount equal to the lesser or: (x) Landlord's equity interest in the Building and (y) the equity interest Landlord would have in the Building Irthe Building were encumbentd by independent secured fiinancing equal to eighty percent (m) or the value of die Building; (b) Tenant shall have no recourse against oily other assets or Landlord or troy othor landlord Parties (or their officers, directors or shareholders): (a) except to the extent of Landlord's equity interest fit the Buildhng(lo lilt extent provided above), no personal liability or personal responsibility of any sort with respect to any of L.nndlord's Lease Undertakings at any alleged branch thereof is assunhed by, or shall At any time be asserted or entlmcenble Against. Or 16'C'1vlr CanNr r)r—CTry n%5nnrnrtau Gunn .14- 80A-437 A"S H-- IA Landlord or any of the other Landlonl Parties, and (d) of no time shall Landlord be responsible or liable to Tenant rot any lost profits, lost economic opportunities Or any form of consequential damage as the result of any settle oral legad brep all by Landlord of Until ard's Lease Undertakings or In connection with any other mutter relating to Tenant's use or oceupancyofthe Promises. 16.3 Sale by Landlord. A sale Or conveyance by Landlord or the Project or or any portion Ihereor containing the Premises shall operate to release Landlord ROm Oily 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 perfomred after (and/or that first ncorue after) snob sale or conveyance, and Tennnt agrees to look solely to the successor in interest of Landlord in aid to this Lease for the performance ofall of the agreements, obligations, Covenants or conditions, express or implied, hurein contained in favor orTemill that are to be performed after (or that first accrue after) such sale or conveyance (and for amisfsolion or ail liabilities arising out of the some), This Lease shall not be affected by any such sale, however, and Tenant agrees to effort to the purchaser or Assignee, such otlommenl to be effecldve and ser-operolive without the execution Crary further instruments by any orthe parties to this Lease, A RTI CLE 17. M IS CELLA, N EOUS 17.1 tines. All notices, requests and/or demands which Landlord or Tenant maybe 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, addmssed to the Landlord at Ilia address for Landlord set Forth in ld.2 of the Basic Lease Provisions and to Tenant at the address for Tenant set forth in Item 11 orthe Basic Lease Provisions, or, from and after the Commencement Bate, to the Tenant at the Premises whether or not Tenant tins 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 (he time the same was posted. 17.2 Rrulmrs. The parties recognize as the broker(s) who procured this Lease, die firm(s) specified in Item 9 of the Basic Lease Provisions and agree that Landlord shall be solely responsible for the payment orally brokarege commissions to said brokar(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 fie due said person or firm and Tenant shall protect, Indemnify, hold harmless and defend Landlord from any Claims relating thereto. 17-S Riah(s Reserved by Landlord. 173.1 Entm, by Landlord. Landlord may enter Ilia Premises at all reasonable limes 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 slid other services to be provided by Landlord to Tenant under this Lease; (a) post notices of non -responsibility; (a) exercise any of Landlord's tights or perform any of Landlord's obligations under this Lease; (1) make repairs or improvements in or to the Project or the Premises (provided, however, thatnll 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 Oily injury or inconvenience to, or Interference with, Tenant's business, any loss ofoccupancyor quletenjoyment ordre Premises or any other loss occasioned by such entry, Landlord shall At all tines have and retain a key will' 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 shell have the right to use any and all means by which Landlord may deem proper to opeasudh doors to obtain entry to the Premises, and any entry to the Premises obtained by Landlord by any such menns, or otherwise, shall not under any circumstances be deemed or construed to be a forcible or unlawful entry into or a detainer of the Promises or an aviation, actual or constructive, afTenant from any part afthe Premises. Such entry by landlord shall not act as a tenninnaon orTenanfs duties under this Lease. If Landlord shall berequired to obtain entry by means other than a key provided by Tenant, the cost ofsuch entry shall be payable by Tenant to Landlord. 17.3,2 Right la I,Aasc: Praiser m• itullUlna Nnme and Siannea, Landlord reserves the absolute right to; (a) lease space in trio Prajeot and to create owh Diller tenancies in the Project as Landlord, in its sole business judgment, shall determine is in die best interests of die Project; (b) to change die name or street Address or die Building and/or rite Project; and (c) to install, offix and maintain oily and all signs on the exterior and an the Interior of the Building andlor the Project as Landlord may so desire, in its sole discretion. Landlord does not represent aid Tenant does not rely upon any specific type or monber of tenants occupying any space in die Building or the Project during the Tenn of this Lease. Tenant shall no[, wlthoul ilia prior written consent of Landlord, use Ole noire of the Building And/or the Project, or any pictures or Illustrations ot'dic Building andlor the Project. in Tenant's advertising or in any odier publicity, and to the extent tlmt Landlord grants such consent, shall refer to the Building and/or ilia Project by the mmnedesPgnnted by Landlord, 17.3.3 The Other Improvements, Y potions of the Project or properly adjnCenl to the Prajeot (collectively, the "Other Improvements")are owned by an entity other than I.nndlord, Landlord, at its option, tit its sole and absolute discretion, may enter Into on agreement with the owner or olnners of oily or all of the Other Improvements to provide: (a) for reciprocal rights of access and/or use of the Pmjcet and the Other Improvements; (b) for fit common maoageutant, operation, maintenance, improvement and/or repair orals orally partial of the Project and the Other Iniprovemems; (a) rut the AtIocaion of portion or the Operating Expenses to ilia Other Improvements and the Operating expenses slid taxes for file Other Improvements to the Projecp and (d) for tha use or hnprovemenI or the Other Improvements and/or (lie Project in comedian with the Improvement, construction, andlor excavation of the Other Improvenhenls And/or ilia Project. Nothing contained herein shell be deemed or Consttic If to Iimit an utherwisc Affect Iall dlord's right to convey all or any portion or the Project of oily other of Landlord's rights doserdbed m this Lease 17.34 Iti nov of ion of tha Pro [eel and Olher (mprummenis/ConAru at ion of Now Inip •o •enfants, Ten Ant acknowledges than portions orihe Project und/nr ilia Other Innproveolems may he under construction rullowing Tennnl's occupuncy, of flie Premises. And that such construction may result to levels ofnoise. dust, ohstnrcdon oracces, ca. which are In excess of that present in a lidly constricted project, Tenant uuknmvledges and ugrecs that Landlord may alter, renrculel, improve and/or renovate (collectively, the "ConstI'sClio a Willi the Building, Premises, And/or time Project (including. without Ilniilution, by constructing now improvements in Common Areas), slid in connection with ally Construction Work, Landlord may. Among other things, erect scaffolding or other necessary structures in die Building, o• ekawhura In or at the $of rf'CA�Ie C'enrrr Or—Ciq ofSnrrrrr;Uw Lea.rr -1$. L4* 1 0 M • EXHIBIT 1E Project, restrict access to portions of (lie Project, including portions of ilia Common Areas, or perform work io tha Building and/or the project. Tenant hereby agrees dint such Construction Wok and Landlord's actions In connection with such Construction Work shall in no way constitute a constructive eviction of Tenon nor entitle Tenant to any abatement or Rent. Landlord shall have no responsibility or linbllhy to Tenant for any injury to or interference with Tenant's business arising 8'am oily such Construction Work, and Tenant shall not be entitled to any damages from Landlord for lass of use or the Premises, In whole or In part, or for loss of Tenant's personal property or Improvements, resulting from die Cmiatnteden 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 121e1its Reserved by Landlord Landlord reserves the following rights exercisable witlmuL notice (except as otherwise expressly provided to the contrary in this Lease) and without being, deemed so aviation or disturbance of Tenant's use or possession of the Premises or giving rise to any claim for setoff or abatement of Rent: (a) to designers and/or approve prior to installation, all types orsigns, mindow shades, blinds, drapes, awnings or other similar Items, and all Internal lighting drat may be visible hill the exterior of the Premises and, notwithstanding the provisions ofArllcle 10the design, arrangement, style, color end general appearance of the portion bribe Premises visible fiom the exterior, and contents thereof, including, without limitation, ihrniturs, fixtures, signs, art work, wall coverings, carpet and decorations, and ail 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 (be area; (b) to display the Premises and/or Ole Building and/or the Project to mortgagem, prospective mortgagces, prospective purchasers and ground lessors at reasonable hours upon reasonable advance notice to Tenant; (c) to change One arrangement of enuences, doors, corridors, elevators and/or stairs in the Building and/or the Project, provided no such change shall materially adversely affect access to die Premises; (it) to grant any party the exclusive right to conduct any business or render any service in the Building or in the Project, provided such contortive riglif shall not operate to prohibit Tenant from using the Premises for die purposes permitted tinder thls Lease; (e) to prohibit lhs placement ofvending or dispensing maohines crony kind In or about the Premises othor than for use by Tenant's employees; (0 to prohibit the placement of video or otter electronic games in the Premises; (g) to have access I•or Landlord and other tenants of the Building to any mail chutes and boxes located In or on the Premises according to the rules cribs United States Post Office and to discontinue any mail chute business in the Building and/or the Project; (h) subject to Tenant's rights oraccess under Section 2.1.3to 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 aslsndlord prescribes for security purposes; (p to install, operate and maintain surveillance systems which mother, by closed telrcuit television or otherwise, all persons entering or leaving die Building end/or the Project; Q) to Install and maintain pipes, ducts, conduits, wires and structural elements located In The Premises which serve other parts or other tenants orthe Building and/or the Project; (k) to retain at all times master keys or pass keys to ilia Premises; (I) to modify, change, add to or delete the design, configuration, layout, size, Ingress, egress, ovens, method of operation, and other Characteristics of or relating to die Parking Facilities at any time, and/or to provide for nonuse, partial use or restricted use of portions thereof, (m) to delegate control of the Parking Facilities to a parking operator (and/or to master lease the Parking Facilities to a parking operater) in which ease Landlord may assign any or all of the rights, Including rights or control, attributed hereby to the Landlord to such parking operator, and (n) to take (and require Tenant to take) mosanably appropriate action to Comply with any Law or mandatory controls or voluntary controls promulgated by oily governmental or quast•govemmantal authority or public utility relating to; (i) the use or conservation of energy, water, gas, light or electricity, reduction of automobile or other emissions, or the provision of oily other utility or service and/or (d) die reduction ondfor management of traffic, transportation or parking in or oroand the Project. 17.4 Lleht and Alr, No diminution or shutting off of any light, air or view by any structure now or hereafter created shall lit any nvionev affect this Lease or die obligations of Tenant hereunder, or Increase any of the obligations of Landlord hereunder. I75 Farce Moleure. 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 Orwell failure is caused by any reason beyond die control of Land lord, Iticluding, but not limited to, strike, labor trouble, governmental rule, regulations, ordinance, statute or Interpretation, or by tire, earthquake, civil commotion, or failure or disruption of utility services is "Force Majcure Event"). The amount of time for Landlord to perronm any of Landlord's obligations shall be extended by the amount of time Landlord is delayed in performing such oblfgatlon by reason or tiny such Force Majeure Event whether similar to or difiltrant from the foregoing types of occurrences. 17.6 11 tlmmeys' Fees; Covcimlog Low; No Countorelnim' Qiolce of Lnws• waiver orJury Trial. 17.6.1 Attorneys' Fees, l hither Landlord or Tenant shall commence any action or otter proceeding against the other arising out or, or relating to, this Lease or the Premises, the prevailing party shall be courted to recover from the losing party, In addition to oily other relief, fls actual attorneys' fees irrespective or whether or not the action or other proceeding is prosecuted to judgment and irespeetive or any court schedule or reasonable ntm'neys' fees. In addition, Tenant shall reimburse Landlord, upon demand, for ell ronsonable attorneys' Ines incurred in collecting Rent or wher%vsa seeking eul'arcement against Tenant, Its sublessees and assigns, orTennnt's obligations under this Lease. 17,6.2 Governing. Law. This Latin shall be governed by, and construct] in accordance with, the laws of ilia stale of California (witiout regard to its conflict of laws principiesj, 17.6.3 Chulce of turisdictlon. Tenant hereby submits to local jurisdicllun in the Sloe of California and agrees that any betloo by Tenant against Landlord shall be inalilnled in On Stricter C:tlllon la and that Landlord shalt hflYa pClSelnal jtriad1e11011 UVCI' •1'ktlnnl For ally action brought by Lulidlord agaimt'renant in (lie State ofCodliontia. 17.6,4 )Vaivev of Prhd by ,lot- . TO THE FULLEST EXTENT PERMITTED BY LAW. LANDLORD AND TENANT EACH EXPRESSLY WAIVE THEIR R1GH'r TO TRIAL. BY JURY IN ANY TRIAL IIELD AS A RESULT OF A CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS LEASE IN WHICH LANDLORD AND TENANT ARE ADVERSE PARI117S, THE FILING OF A CROSS. COiMPLAINT BY ONE AGAINST" I'IIE O•rHER IS SUfFICIENTTO MAKE THE PARTIES "ADVERSE" 17.7 OFAC C,pnuilianec. 'I'etnmt represents, wulranls and Covenants to Landlord: (a) Ihm randier tta Tatum nor tun' parson or entity thindiruclly owns a 101m or greater equity interest In 11 nm• guy of its olEcars. direcuus or managing members is a person car emity nvith %%lull) U.S. 801 {1' Cinlr Clrrnr Dr• -rim gJ,Snnln Harr Lease -16- 80A-439 EXHIBIT 1E persons or entities are restricted from doing business under OFAC regulations (including those United 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) tint Tonuut's activities do not violate the Money Laundering Act, slid (e) that throughout the tern of this Lease the Tenant shall comply with Executive Order 13224 and with the Money Laundering Act, 17.8 State Sneeirie Renuh•ements, 17.8.1 Gall rornia Civil Code Sect! an 1938 As of kite date of this Lease, the Premises, Building and Project have not been inspected by a Certified Access Speciallat ("CASpr') 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 eonstnrc[ien•rolgted accessibility standards under state law, Although slate law does not require a CASp inspection orthe subject premises, the commercial property owner or lessor may not prohibit ilia lessee or tenant fhom obtaining a CASp inspection of ilia subject premises for ilia occupancy or potential occupancy orthe lessee or tenant, if requested by the lessee or tenant. The parties shall mutually agree on the arrangements far the time and manner orthe CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct vialRdmis of construction -related accessibility standards within the Premises. 17.8.2 Cnllfernia Public $gsonlics Code Section 2540210, Pursuant to Colifornhi Public Resources Code Section 25402.10 and the regulations adopted thereunder (together with any future low or regulation regarding disclosure of energy efficiency data with respect to the Project, tea "Electrical Energy DisclAsu re 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 mnouw 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 inibrmatlon regarding Tenant's consumption of electrical power In the Premises (i£ and to the extent that delivery of electrical power to the Premises or any applicable portion thereof thin is measured by a meter in Tenant's name). Accordingly, Tenan agrees to cooperate with Landlord in connection with any such Electrical Energy Use Disclosures, Including, without limitation, by providing [a 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 to Premises or any applicable portion thereof that is measured by a motor in Tenant's name and/or (1I) other Information (such as without limitation, tin number of employees regularly working at the Premises (or any applicable portion thereol), 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)) 910L is reasonably required for Landlord to estimate the amount of electrical power consumed at the Premises. ]7.9 Pair Cmnlovmont Practices/Nor-Disrriminatlom Laudloni agrees, subject to applicable laws, rules and regulations, that no person shall be subject to discrimination In ilia performance of this Lease on the basis of race, color, religion, national origin, sox, sexual orientation, gender Identity, AIDS, HIV stores, age, disability, handlegp o• veleuan status. Landlord site[] take aftirmatve action to ensure that Applicants are employed and tint employees are treated during employment without respect to any of these bases, Including but not Ilmited to employment, upgrading, demotion, transfer, recruitment, recruitment advertising, layoff, termination, rates of pay orother forms of compensation, and selection for training, including upprentleeshlp. 17.10 9nter1•etn t,L, Tenant acknowhedges diet It has rend and reviewed this Lease and Ulat it has had ilia opportunity to confer with counsel in tie negotiation of this [.ease. Accordingly, this:Lease shill be construed neither for nor against Landlord or Tomnt, but shall be given a fair and reasonable interpretation in accordance with ilia meaning or its terms and Ilia intent of the parties. All captions, headings, titles, numerical references and computer bigNightng 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 gander in which they are used, shall be deemed to include the appropriate number and gender, w the context may require, Loch covenant, agreement, obligation or other provision of this Lease to be perfomned by ']'client ore separate and Independent covenants of Tenant, and not dependent on any other provision or this Lcasc. Time Is of the essence of this Lease and the performance of all obligations herotmdar. In die event any provision of this Lease is found to be unenforceable. the reminder of this Lease shall not be affected, and any provision found to be Invalid shall be enforceable to the extent permitted by law. The parties agree that it two different interpretations may be given to any provision hereunder, one orwhich will render ilia provision unenforceable, and one or which will render [he provision enforceable, the interpretation rendering the provision enforceable shall be adopted. 17.11 No Partnershin or Joint Venture• No Third Party Benerelir•les. Nothing camalned in this Lease shall be deemed or Careened to events the relationship of principal and agent, or parwatship, or joint venture, or any other relationship between Landlord and Tenon[ other than landlord and tenant. Landlmd shall have no obligations hereunder to any person or muity other than Tenant or Any person or emlity claiming through Tenant, and no other parties aholl have any rights lhcrounder [is against Landlord, For die avoidance ordoubl, It Is understood and agreed that Persons that are Landlord Parties are intended thin) party beneficiaries kirand shrill have tithe right to anfhme Sections 14.1, ld.2 jilj slid 16.2 above 17.12 Entire Aerceatimt: Amendmant' Sncecasers: Survival or Obligadmi;• Title Lease contains all of the agreements and understandings relining to Use lousing orthe Premises and the obligations orLendlurd and Tennal in connection with such leasing. Landlord has not mode, and Tetmnt is not relying upon, any wvrranties, or represcmatons, prondses or statements mode by Landlord or any agent of Landlord, except those expressly set Forth herein. This Lease supersedes any and nil print ugreemeus and understandings between Landlord and Tenant end alone expresses the agrecnnent of the parties. This Leoso shall not be amended• changed or mudiliud in any way unless In writing executed by Landlord and Tenant. Landlord ghat not have waived or released any or its rights hereunder unless in writing and executed by the Landlord, Except as expressly provided herein, this Louse and the nbligationa or Landlord evil Tenant contained heroin shall bind or more to the benefit of Landlmd and Tenant and their respective successors and assigns, provided this clause shall not permll any Tr:mAii:r by Tenunt contrary to the provisions ol'A Vale j1, Any obligations of Tentmi nocrning prior to ilia expirnton ar this Lease shall survive the lerinination offlits; Lease, and Tenant shalt prvnnpty perl'urm all such obligations whether or not this Leslie has expired. 17,13 Prnhibtton Against Revertible. Neither this tense nor Any memurand um. nl'lidavit or other writing with respect thereto shall be recorded by Tenant or by anyone acting [hrough, under or on bchalrol'TunanL $01 If'L'Irid Ceurm•Or—Cigi ofSrcubi.4+rn Lame -17- • ' 1 A A ' L� EXHIBIT I 17.14 Con f1dentIn IityTenant agrees that: (a) the terms and provisions of this Leese are subject to the terms of the Col IromIa Public Records Act and Freedom of Information Act 17.15 No Oirer to (4¢ose. The submission of this Lease to Tenant or its [broker or otter ogent,does not constitute an after 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 condiliens to the effectiveness of this Lease are satisiled (or valved by the applicable party); provided, however, flint, upon execution of this Lease by Tenant and delivery to Landlord, such execution mid delivery by Tenant shall, in consideration of the dine and expense Incurred by Landlord in roviewing this Lease and Tenant's credit, constitute an offer by Tenant to Lease de Premises upon the leans and conditions set forth hereln (which offer to Lease shall be irrevocable for tvismuy (20) business days following dre date of delivery). 17.16 Authorit . If Tenant signs as a corporation, partnership, limited liability company or other similar entity, each of doe persons executing this Lease on behalf of Tenant does hereby covenant and warrant that Tenant Is a duly authorized and existing entity, thotTenant has and is qualified to do business in the state of Californio, that Tenant ties full right and authority to enter Into this Lease, and that each of both of the persona signing on behalf of Tenant era authorized to do so. Upon Landlord's request, Tenant shalt provide Landlord with evidence reasonably satisfactory to Landlord confirming the foregoing covenants and wnninnties. The person executing this Lease on behalf of Landlord hereby covenants and warrants that Landlord has full right and nuthority to enter into this Lease end that the person signing on behalf of Landlord is authorized to do so. 17J7 ConnterpurtsLfjlgyimila Ieeution, This Leon 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 fill force and effect as if an original executed copy or counterpart of this Lease had been delivered. , INIgunnves Appear on Next Page/ $01 ih'Clrin Ceurer Or—Clry ajsola lan Loose .I& 80A-441 ..: mil: IN WITNESS WI II:RGOF. this Lasso is hereby executed as. ol'Ibe Lil'IBcllye Ogta. LANDLORD: TF.NAN'1': CF SA,NTANA, L.LC, THE CITY ORSANTA ANA, n Delmvaro Rnl�d lint)'. a Municipal Ob9mrall0n. j BY: y; Name: Andrew Osborn Name: (vnlliiaJ Kuriz .. 'title: Authorized S pna cry 7`111e: )nterimCjivMmiaaer Atrrm,, . By: Natiie: MarlaH'ulinr�'--"_'—""" "— Title) Olurk, of ilia Council ElFectivc Dille; .2017 APPROVED AS TO FORM; Sonia R..C,arvulhu, City Attdmcy By: Lisa Storck, ASSL City Attorney RECOM`M1'3NO APPROVAL; Robert M, 2ur'$ . - tic,,lutcrim F-,xucutive Director CorYintmiity Development Agency 801 U 04c Comer Or— Clp of•Snrrtrr Amr Lease .19, 80A-442 EXHIBIT 1E 9 4 80A-443 EXHIBIT 1 E EXHIBIT D NOTICE OF LEASE TERM DATES To: City of Santa Ana 801 W, Civic Center, Suite 200 Santa Ana, CA 92701 Attie Deborah Sanchez A-2017-264-02 Re: Office Lasso dated October 7, 2017 (the "Lease") between CF SANTANA, LLC, a Delaware limited liability company ("Landlord"), and the City of Santa Ana, a chatter city and municipal corporation ("Tenant") concerning Suite 200 on floor 2 of the offine building located at 801 Nest Civic Center, Santa Ana, California. Deborah Sanchez: In accordance with the Lease, we wish to advise you and/or confirm as follows: 1, The Promises we substantially completed, and the Term shall commence on or has commenced on June 11, 2018 for a teem of sixty (60) months ending on Jun 30, 2023, 2. Base Rent commenced to ncorne on .tune 11, 2018 in the amount of $42,506.20 per month and as more partloularly set forth In Item 4 of the Basic Lease provisions of the Lease. 3. 1f the Commencement Date Is other than the first day of the month, the first billing will contain a pre rate adjustment. Each billing thereafter, with the exception of the final billing, shall be for the full amount of the monthly installment as provided for in the Lease. 4. Your out checks should be made payable to CF SANTANA, LLC, 2101 Roscsrans Avenue, Suit* 3270, El Segundo, CA 90245 Attn: Ken Quach, Accounting Manager. 5. The Premise contains 19,321 RSF, 6. Tonant's Proportionate Share is 15.561%. LANDLORD: CF Santana, LLC, �'"'DrimwarC"liiiitfo'a"fi"ab"ttlfg`Campanye,� <y_„ Name: Andrew r]etl30rr1— Title: Authorized Signatory TENANT: THE CITY OF SANTA ANA, a Municipal corporation r By: _* print Name: Title: City M� R 0 �_tulgor Maria D, Huizar Clerk of the Council EXHIBIT 1E EXHIBIT "C" WORK "ITER 'f111S WORK LETTER (this "Work Letter") Is oltaehed as Exhibit C to that certain OrIce Lease (the "Lease") by and between CF SAN'TANA, LLC, a Delaware limited liability company ("Landlord") and THE CITY OF SANTA ANA, a Municipal corporation. ('Tenant"). This Work Letter tuts forth the terms, covenants and conditions relating to the construction and installation artful Tenant improvements India Initial Premises. All capitalized terms used heroin not otherwise defined herein shall have the meanings attributed to shtoh temms in the Lease. 1.1 Landlord's Architect and the Pncpnaers. Landlord shall engage (a) Fraser McClellan or another quallfied interior architect selected by Landlord ("Landlord's Architect') to prepare the Construction Drawings (defined below) for die Premises based upon the Final Space Plan (defined below) and (b) engineering consultants selected by Landlord (the "Engineers") to prepare all engineering plans and drawings for die structural, mechanical, electrical, plumbing, HVAC, lift safety, and sprinkler work relating to the Tenant Improvements for the Premises. 1.2 Fithat5 ace Plan; 5naeePlanninstAllowance. A copy of the first space pion (and pricing plan) Erroll Tenant Improvements in the lulllal Premises ("Final Space Plan") is attached hereto as Sr edtde "Gl", 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 $ 89N•/3 (i.e., $0,1 S per RSF in the Initial Premises). Any Space Planning Costs in excess of $2,898.1$ shall be "Tenant Intppovemem Costs' and shall be deducted from the Allowance Amount, 1.3 Final Working Drawings, Based upon the Final Space Plan, landlord shall cause die Architect mid the Engineers to complete and deliver to Tenant for Tenant's reasonable approval two (2) copies or complete fully coordinated architectural and (to the extent required) structural, mechanical, electrical and plumbing working drawings and specifications for ilia Tenant improvements in a form which is sufficiently complete to allow all subcontractors to bid on due work shown therein and to obtain all applicable Permits therefor, if any (darned below) (collectively, the "Final Working Drawings"). Tenant shall, within five (5) business days after Ten lit receives the Final Working Drawings, either; (a) approve the Final Working Drawings, or (b) disapprove the Final Working Drawings Plan because a Design Problem exists and return die same to Landlord showing revisions requited 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 shell exist only if the Final Working Drawings are not consistent with Elie First Space Plan. If Tenant disapproves the Final Working Drowiugs because they contain one or mote Design Problems, than Landlord shall cause Landlord's Architect to make the requested changes thereto to the extent required to eliminate such Design Problems and shall resubmit to Tenant such revised Final Wmking Drawings, with die fowgoiug procedure to be repeated until the Final Working Drawings for die Premises one ultimately approved (or deemed approved) by Tenant (as so approved, die "Approved Working Drawings"), The Approved Working Drawings, as modified by any Changes (darned below) approved by Landlord, and all parts or components thereof are sometimes refetted to herein as ilia "Construction Druivings". 1.4 Chances hi the Final Snare Plan and Snoroved Working DrAirints. No Changes (defined below) may be made by Tenant without die prior written consent of Landlord (in accordance with Section 164_ below); provided, however, (flat Landlordmay withhold its consent in Its sole and absolute discretion to any Change which in Landlord's Judgment are unreusonable or would directly or Indirectly delay Substantial Completion (defined below), Tenant acknowledges mid agrees that Tenant shall bear the cost or any Changes that are requested by Tenant. "Changes" means, collectively; (a) any changes, modifications or alterations in either the Final Spoce Plan or the Approved Working Drawings or in ilia Tenant Improvements for the Premises contemplated thereby or (b) any modifications or alterations to the Final Working Drawings requested by Tenant In accurdance with Section 1.3 above (or otherwise), other than ally such changes, modifications or alterations that um required In order to eliminnte a Design Problem. 1.5 Landlord's Review. 1.5.1 Any approval or consent of Landlord hereunder with respect to any portion or component ortha Ccnstructpon Drawings or die Tenant Improvements still) I be granted or withheld on die basis of such standards as Landlord shell establish in good Nidi front time to lime. Landlord has established (or may establish in Ilia future) Building Standards for die m riponents to be used in the construction of the Tenant Improvements in Cite Premises ("Bn pilling Standards")• The quality of all Tenon( Improvements shop be cquaI to or nr greater quality than the quality specifications or the Building Standards; provided, however that Landlord may, at Landlord's option, require the Tenant Iniprovementy to comply with specific Building Standards. Landlord reserves the right to pronmlgnte, establish, modiPy, delete from, and mike other changes to the Building Standards lium time to true. 1.5.2 Landlord's review or any matters (including, without limitation, any requested Changes), as set path in this Work Letter, shall be solely For Ilia purpose of protecting Landlord's interests hereunder, and shall not Imply Landlord's mview of the same, or obligate Landlord to review the some, I'or quality, design, Code compliance or other trice natters, for the benefit of Tcnnnt or any other party, and Landlord shall not he responsible fur any omissions or errurs contained in any such items. 'r TI N2 COST OI•' TPIE TENANT I\d PROVENIEVAS 2.1 Allocation arCostr Aflmvance Amnnnt•Tenant Improvement Costs. 2JA Subject to to, provisions of this Work Letter. Landlord hereby groats Tenant for the Tenant Improvement Costs (defined below) an nrnntrm (the "Allowance Amount") equal to 5772.8400(1 (i.e.. $40.00 per RSF lit the Initial Premises), Tcnnnt shall hem, nil N01 u'CA•ir Cemur IV— 0rofSrn111) Alm Leave I Exhibit 80A-445 EXHIBIT 1E Tenant Improvement Costs (Caroled below) (and all ether costs or expenses Incurred by Tenant in connection with the design and construction of the Tenant Improvanumis) in excess of the AlIowlincc Amount ("Estoss Tenant ImprovemenI Costs") in accordance Willi Ilia provisions of this Work Letter. Landlord shall have no obligation hereunder to make nay payments or disbursements, or to Incur any obligation to make any paymeuL 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 llmely basis all obligations for payment incurred by Tenant in connection with the design and construction of the Tenant improvements, "Landlord's Architect" menus the qualified licensed architect designated by Landlord front lime to time as Land lord' a Architect. 2.1,2 "Tenant Improvement Costs" means the following: (i) the fees of the Architect and the Enghnee t In excess of the Space planning All owmicc; (Ii) Landlord's oustemary Supervision fee (the "Supervision Pee") in an amou it equal to Three percent (3%) of the tote) Tenant improvement Costs (excluding the Supervision Pee); (iii) all fees and costs incurred by, and the cost of documents and materials supplied by, Landlord and Londlord'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 oftrovel ftumAD public transportation and public rights-oFway, parking and rastroon areas, that are required to cause the some to comply Willi any applicable Codes); (v) the cost of any Changes to the Construction Drawings or the Tenant Improvements required by Code; (vl) all costs of (or relating to) aonsnvction of the Tenant improvements (without regard to the amount of die Bid Estimate or Landlord's estimate of total Tennnt Improvement Costs), including, without limitation, testing and inspection costs, trash inmoval costs, parking fees, after-hours utilities usage, and contractors' fees slid general conditions; (vii) lie coat of cable and other telecommunications lines Installed as pwi of ilia Tenant Improvements, but specifically excluding any costs in connection Willi the installation of Tenant's telephone service (which shall be separately installed by Tenant's Agents); (vlll) plan check, permit fees, license fees. Title 24 fees and use taxes; and (ix) the cost of installing Building Standard whidow coverings; and is) the costs orthe build demising walls and public corridor walls and materials to be hnstolied 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 Tennnt fmnrovament Costs by T'sent' 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 suite Estimated Excess Tenant Improvement Cost (defined in Section 3,2 1 below), If at any time during We course of performance of the Tenant Improvements, Landlord In good fifth determines that the Excess Tenant Improvement Costs to be Incurred in connection with performance of the Tenant improvements will exceed the amount of ally amounts ("Deposits") previously deposited by Tenant with Landlord pursuant to this ast& U then not later than three (3) business days fallowing Landlord's written request therefcre, Tenant shall pay to Landlord In cash ilia 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 23.2 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 Lotter or the Lease to the contrary, (a) Landlord shall have the right to require the Contractor (defined below) to discontinue its performance of rho Tenant Improvements until Stich time as Tenant complies with the requirements of this Section 2.2, (b) any delays associated with any such discontinuance shall be deemed Tennnt Delays (and shall not, in any ease, constitute Landlord Delays) mid (a) Landlord shall not be liable to Tenant (orally additional costs, lost profits, lost economic opportunities or any form orconsectiamdel damage which may result from oily such discontinuance by Landlord under this Section 2 2, 2.3 Disburscmgpt; Reconciliation or Costs. Landlord shall have the right to disburse the Allowance Amount together with all Deposits previously made by Tenant (collectively, the "Tenant Credit Amount") forsuch Tenant Improvement Costs and In such order as Landlod shall determine. Pollowing final completion of the Tenant Improvements, Landlord shall reconcile (tile'"fl Cost Reconciliation") the total Tenant Improvement Costs incurred or disbursed by Landlord hereunder with the Tenant Credit Amount. 23.1 If the TI Cost Reconciliation indicates that the tool 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 die TI Cost Reconciliation Indicates that the Temmt Credit Amount exceeds die total Tenant Improvement Costs Incurred or disbursed by Landlord hereunder, then: (a) to the extent of any Deposits made by Tenant, Landlord shall promptly return (or at Landlord's election, credit against Tenant's obligations to pay Rent next coming due) the amount of such excess Deposits to Tenant, and (b) to die extent that the TI Cost Reconciliation indicates that Allowance Amount exceeds the turn] Tenant Improvement Costs incurred or disbursed by Landlord hereunder (any such excess the "Unnppiied Allowance Amount"). then Tenant shall hove the right, exercisable on or before the first (1") anniversary of the Commencement Date to deliver u Disbursement Request (together with all of the other items described in 5ection 2.3 1 above) requesting: (i) disbursement of funds from the Unnppiied Allowance Amoup fur (a) Tenant Improvement Costs paid directly by Tenant; (11) disbursement of up to 1193,210,00 (i.c•, $10.00 per RSF in the Initial premises) Timm die Unapplied Allowance Amount for FM Costs (defned below) incurred by Tenant; andlor (III) disbursement of up to 96G 4.) (i.n., $3.00 per RSF In ilia Initial Premised) tbnu die Unapplied Allowance Anount for Cabling & Moving Costs (defined below) Incurred by Tenant; provided that, for Ilia avoidance of doubt, Landlord shall have no obligation under this Saction 2.3.2 or otherwise to: (A) disburse any onount in excess orihe Unnppl)ed Allowance Amount, (D) disburse more Linn ilia amount specified la clause (11) above liir PP&E Costs, (C) disburse mart than tho nnunint specified in clause (ill) above for Cabling still Moving Coils, (D)dlsburse any funds feet die Unapplied Allowance Amaarm for w]dch Tenant first requests disbursement on or tiller the first enniversnry of the Commencement Data. "M r, Cosis" means costs Incurred by Tenant Ibr I'urnlitma, listener and equipment and cabling lift the Prendsus, and "Cabling & Moving Costs" means costs Incmir:d by Tenant ]brcabling installed in the Premises and or for Tenant's move into tin Promises. 2.3.3 Notwithstanding unyllilug to tiro contrary )n titis Work Letter (cr Iu any other provisions of INS Lease), il' the Allowance Amount exceeds the lohtl Tendril Improvement Costs incurrod or disbursed by Landlord hereunder plus tiny amounts disbursed to Tenant under Section 2.3 2 above, Tannin shall tint be entitled to any credit against or abatement of Rcnl. 801 IVOOr Ceona•Ur—Cloy ofsercrs'l fill Leave Exhibit C EXHIBIT 1 E CC'I ON 3 CONSTRUCTIONL DELIVERY OF P12CAl ISES• SIMIANTIAL COMPLETION: PUNCH LIST ITEMS 311 erntit., Landlord will cause Landlord's Architect and the Engineers to submit the Approved Working Drawings to the appropriate governmental en(ities and otherwise apply for nil applicable building and otter 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 Tenonl improvements, NeWier Landlord nor any Landlord Party shall have any obligation or liability to Tenant If any Permit (including, without [!inflation, any building permit, certhi cafe of occupancy, or equivalent) Is not timely or otherwise issued, 3.2 Landlord]';Sylectlunand RcleotionoftleConhaetot, 3.2.1 Landlord shall submit the Construction Drawings for Out Prem(ses on a fixed contract amount (or CMAX) 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 subconhactor or subcontractors to perform particular trades (or components oil) ilia Tenant Improvements such as fire/life safety, FIYAC, structural slid electrical work, 3.2.2 Landlord reserves the absolute right, without the need for Consultation with or tine consent of Tenant, to ferhinate the Contractor for nonperformance (as determined in good faith by Landlord) and in such Case Landlord may select another general contractor to complete die Tenant Improvements, Notwithstanding any provision of tills Work Letter to the contrary, Tenant hereby waives nil 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 ally subcontractor theeof) for any reason, 3.2.3 Ifthe Tenant Improvements shall constitute "public works: pursuant to Labor Code §1720,2, the following sholl 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 wid) §1770 et seq. of tile Labor Code which requires Prevailing wages be paid to oppropr(ste work classifications In all bid speetfications and subcontracts, (b) Landlord shall regtdra the Contractor to Alrolsh al( subcontractors/employees a copy orthe, Department of Industrial Relations pevailing wage ratcs which Lessor will post at this Job site. For further information on prevailing wage: into•//www dIrgjVjLL1LU&satislics rsetTCh btn)I (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 subcontraetots to Lessor/co)nrncior to) make travel and subsistence payments to workers needed for perfa munce ofwork in accordance with the Labor Code, (e) Prior to cnmmencament of work, Landlord slut] require the Contractor to contact the Division or Apprenticeship S lnndards and comply with § 1777.5, § 1777,6, and § 1777.7 of the Labor Code and Applicable Regulations, 3.3 Delivery of Prendses' S Isinnthi Cmtoolotlowl Punch 1 •st it ins, 3.3.1 Delivery lit' Premises, Landlord shall deliver the Premises to Tenant upon Substantial Completion of the'fenmht Improvements. Subject to Laudlord's obligations under (his Work Letta•(including Landlord's obligations to perfor) (or cause to be perfonnod) the Landlord's Work and to construct (or cause to be constructed) die Tenant Improvements in accordance with the Construction Drawings) and to all of Landlord's other express obligations under, the Lease (including, tinder Section 9,( of the Lease), Landlord shall have no duty or obligation to Improve, or pay for any improvement I'o•, the Premises or any portion ttereor and Teunnt shall accept the Same in Its Tenant dull accept the Premises in its then existing condition on the Delivery Date, "AS -IS", "WITH ALL FAULTS", 3.3.2 Sgbslnn(inl Completion. For proposes of tits Lease, "Substantial Completion" shall occur upon (trod the promises• shall be "llubsianihdly Compicte" apart) (he substantial completion of construction of Iho Tenant Improvements pursuant lu the Approved Working Drawings, as evidenced by o "signal]" an the building permit and by an inspeetar of the applicable governmental authority (typically the city In which the Building is located), with OIL exceptun of oily Punch List Items (defined below) and any tenant fixtures. work•sations, built-in furniture, or equipment to be Installed by Tenant or under the supervision of Can tractor. 3.3.3 punch List Items. Alter the Substantial Completion by Landlord of the Tenonl hnp•ovenionts. reprasenrntives of Landlord, Tenaw and tine Contractor shall coulptetely Inspect the Premises and complete a list Idle "Punch List") or all Punch List items (defined below). Authorized representatives orLmtdlord. Tenon and the Contractor shall execute said Punch List (o indicate their approval thereof Landlord shall valise the Contractor to complete all Punch List Items described oil the Punch Liston soon as reasonably possible following ate approval ofsuch Punch Lis(. As used herein, "t'uncb List Items" rucuns nil ihmu of construction which entail one or coon: details of conauveton. decnralion, nhechanical adjustment or installntinn Uhul (In not nmterially and ndverxely &O'eet tin list, still occupancy of any portion arthe Prenhiscs liar the normal conduct ofTenl nt's business, 861 r{'Clnlr Cunlar Dr-C'(q, ojs"air I'la Lunn 3 IdehibitC 80A-447 EXHIBIT 1E 3.3.4 AAllt ant of Warrunlics, EfrectIve upon completion of the Tenant Improvements, Landlord shot assign to Tenant all warranties and guaranties by Contractor relating to the Tenant Improvements, and Tenant shall waive (and hereby waives) all ciniols against Landlord relating to, or arising out of the cnstructon of, the Tenant Improvements. SECCION 4 TINIEI DCLAYS 4.1 Time, 4.1.I Time of the Essence in This Work, L elter. 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 deivar 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 pa4od 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 die request or submission in question, taking into consideration all of the circumstances reasonably related to the amount of lime required, assuming reasonable diligence; provided, however, in no case shall such period ever be less than Fivd(5) business days. 4.1,2 Time Deadlines, Tenant shall use Its hest, 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 Pcrmits, 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 disouss Landlord's progress in connection with the some, 4.2 Dclam 4.2,1 Tenant Delxvs, A "Tenant Delay" means any delay as a direct, indirect, partial, or total result of nay act or omission of Tenant or any of Tman'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; (a) any Changes requested by Tenant; (d) any requirement of Tenant fbr materials, components, finishes or Improvements which are not available within a commeroially 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); (Q any unreasonable interference by Tenwu or any orTenant's Agents with the performance or the Tenant Improvements; or(g) any otherevent specified In this Work Letter to be a Tenant Delay. 4.2.2 Landlord Delnvs, A "Landlord Delay" means an actual delay as a result of any of the following: (a) Landlord's failure (I'or any reason other than a Tenant Delay or a Force Majeure Delay) to approve any matter re !thing 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, contructars or agents (except as otherwise Allowed under this Work Letter) with 'tenant's performance of any of its obligations underthis 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 ofthis Work Letter to the contrary, In the event that Tenant claims tlhat it has suffered a Landlord Delay, Tenant shall, as a cond ltlon of the effectiveness of die claimed Landlord Delay, within three (3) days of its discovery or ilia claimed Landlord Delay, Aet!fy Landlord in writing of the existence ofthe claimed Landlord Delay and the probable estimated duration ofsuch claimed Landlord Delay. 4.23 Force rtlaieure Delays. A "Force Niajeure Delay" means any: (a) actual delay attributable to any strike, lookout or other laborer 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 oily Tenant's Agents (irciaimed 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 disturbnnec, act or the public enemy, war, terrorism, riot, sabotage, blockade, or embargo, (c) Actual delay attributable to lightning, earthquake, fire, storm, hurricane, lornado, flood, washout or explosion, or (d) actual delay caused by govermnental delay In the issuance of fha Permits not due to the fault or negligence of'reant or any Tenant's Agents (tf claimed by Tenant) or gross negligence or willtd misconduct of Landlord (if claimed by Landlord), or (a) any delay due to any other similar cause beyond the reasonable cnntol or the party front whom perfonnunce is required, and beyond the musonabla Control of"its contractors and representatives (including; without limitation, In the case ofTonmLL the Tenant's Agents). Notwithstanding my provision of this Work Letter to the contrary, in the event that any party claims (lint it has sutibred a Force Majcurc Delay, such party shall, as u condition or die efibetiveness or such Force Mnjeure Delay, within three (3) clays ofdiscovery of the source of such delay, nobly the other party heralu in writing of the existence of such Force Mrijem•e Delay. due naLAIV ordid steps being taken bysuch party to minimize such delay and the probable astimuled duration of such Force Mnjeure Delay, SECTION 5 CENCRAL PROVISIONS 5.1 Reoresen tit thys, 'fumut has designated DFiBORAH SANCHIi2.. ECONOMIC DWROPNIENT SPECIALIST III as Its sold rcpresetladve with respect to the nnttea act forth in this Work Letter, who, until further notice to Landlonl, shall have full authority slid responsibility to act an bchuif or the Tenant ns required In this Work Letter. Landlord has designated 'red Bischak as [Is rule representative with rospdcl to the matters set forth in this Work Letter who, until further notice to Tenant. shall have Bill authority and responsibility to act on bchalfof the Lnndlorl as required in this Work Lester 5.2 Tenant's t:ntry into tin Premises 1'rin • to�$t�tanri l Cnnndet , Ili-ovided that Tenant slid Tenant's Agcma do not inhulere In tiny respect with Contractor's work (or performanne orLhe Tenant Impruvements) In the Building and the Premises, Lundlord shall Allow Tenant rumonuble access to tie Premises At least thirty (30) clays prior m the SuhstgAtiol C'omplction Ibr the purpose of" I'enmu Insnallidg over 8#1 0,011i,• C'enrar Ar —Cip.• of'sa"m r4ea Loam 4 ExhlbiI C EXHIBIT 1 E standard equipment or fixtures (including Tenant's data and telephone equipment). Not less than five (5) business days prior to Tarsal's entry as pehnitted by the terms of this §j&Qn 5 2, Tenunt shall submit a schedule to Landlord and Contractor, for their approval, which schedule shall detail the thning and purpose of Tens» is entry end the particular Tenant's Agents involved, and a copy or any governmental permits and approvals required in connection therewith. Tenanl shall indemnify, protect, defend and hold Landlord harmless front and against any Claims resulting in any way from any such entry. 513 T ,gluiln's Agents and Cmhstructmi kiniters. Tenant's Architect, the Engineers (if any) and all subcontractors, laborers, materialmen, and suppllers retained directly by Tenant (collectively, "Tensile' Agents") shall conduct their activities in and around the Premises, Building slid the Project in a harneniatla rniationship with all other subcontractors, laborers, mnierlahnen 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 Ills Work Letter, Tenant shall: (a) timely pay in full all charges of each Tenant's Agents, (b) shall, on demand front Landlord, eliminate of record and satisfy, in full all mechanics liens, stop notices as similar liens or encumbrances an the Building asserted or flied by any Tenant's Agent, (a) prior to any enuq Into the Building by Tenant or any Taunt's Agent, evidence, in form satisfactory to Landlord, compliance in full with the insurance requirements set forth in Bxhibit "C•2" attached hereto, and (d) Indemully, defend, protect and hold Landlord harmless flout 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, at' in connection with Tenant's man -payment of any amount arising out of the design or construction of the Tenant Improvements. Tenant shall comply In fill (and shall cause each of its Tenant's Agents to comply in fall) with such construction rules and regulations as Landlord shall adopt from time to time. 5.4 TennnPa Lease Defacit. Notwithstanding any provision to the contrary contained in this Lease, if an Event of Default, or n default by Tenant under this Work Letter, has occurred at any time on or before the Substantial Completion, them (a) In addition to all other rights and remedies granted to Landlord pursuant to the Lease, Landlord may cause Contractor to cease the construction of the Tenant Improvements (in which case, any delay Substantial Completion caused by such work stoppage shall be a Tenunt Delay and any increased costs that result from any such work stoppage That) be Tenant Improvement Costs), and (b) all other obligations of Landlord under the torts of this Work Letter shall be suspended until such time as such default is cured pursuant to the terns of the Lease. Nlll 11- C'lrlr Cr'tlor Or— C7q' eSrrnhr Ana Leave txninnc, iSOctr-jum r 4 4 1 � ! r Il � Oil a a Yi•0S �nL^^+ l (� I .. n•1 • I i... I. I� u i F �(1 �yH r 1 p pI If Y ! Yin:; V,. nn: L, Yr _•. fl . z y'. ..I �: �rf u fI, 1rr5;1 1•r, j Jlt [ < r e a:.x,•lr'n' >C $1: I lr.�',;(� II;NriF'i ��, nit �o.! Ifl lk r_[i.' e iH r, rr r' p4 qq g •r.� .o..aa I` ��! 'V� � 111; rvtt d 41.N w1(IIF('rjy a i �a _i_ .j ie 6 a�' 3 a Z� P',>'u'r. 'r':.isl.•.: ..' . 9(Nr lh.t md1 l37ld a: nlI tr di!(i11 ••L,na.s}:> !r e _ r flie r Ai 1"�;'.j r°i �i�..,•'` � .:• I.�., �F Y.c.•xr7:, 1?^�ex( �:J,� 1'ctptlj's;,:+aka^, iJ::4:x;;M •,:.. }' pia;( '; ,j�l:;i y x4, a�Fr ' f .i� rai fi�1'.:.ni r • 5 �9,;';I f'., tY TM ., c ^�j �� -; -,. � .R,n�,V ;I�i66 i( k 'I'I II; �r�F!'',• ;:i ''!,1;IT 1 r. � n "'I"1'r • Y(YI. li lg��'u;? x•,I „r.. r...cl^'It( I IE;I � 111 E$ijG I i Y i .1 h! +r; ill li } I (p I ll•. � I t I ( i f � { I:1.:;,.t�';�i; I r .. + I, .. kt it ,.�, t; A L r t� r (Yi}'' i I;i j , I p • , , : i ; • I r (:::;1�l;; gl:l`lti elj:. l.y,'i l,l::t•1'!I!rji !}IfSif3 Frt I il;illly; I}li.:l i;'irli il!"bl l'`•Itli r':: �tllr'.I :;{�i4};y.l !''�iiil 'ir t {t tlt ' 1 f+l r•:. 4; L: ioi l' llrp' ,Y•'l;rl,,I,!rl.ry,;l:ha`'r'I^^i +•'�I;rr :;i:. lil l,'.••. jr.' :i. ? plr !"I r !', ,t il•i., d�,S:l; r'i '.6�:' tl. �rfl I I I I IlA.l j;:r linl f:1i!Il t,i `.ill.!:I rr, k.l t.l �i II[ x 80A-450 1W3.1 a WFM v c� N 80A-451 EXHIBIT I SCUIDLILF. "G2" INSURANCE REOLIIRFM EM'S' Ocnerni Cpvera res. All of Tenant's Agents shall curry worker's compensation insurance covering ail oftheir respective employees, and shall Pisa Larry public liability Insurance, including property danmge, all with limits, In form and with companies as Pro requited to be carried by Tenant as set forth In Article I I of the Lease. 5 rt_ceial Cpvertses. The Tenant Improvements shall be Insured by Tenant pursuant to Miele I I of the Lease Immediately upon completion thereof, All of Tenant's Agents shall cart' excess liability mid Products and Completed Operation Coverage insurance, each in amounts not less than S1,000,000 per Incident, $2,00Q000 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 farm and with companies as are required to be carried by Tenant as set f rlh in Article I I of (he Lease, CanerPI Terms, Cerdricutus for all Insurance carried pursuant to this 2ghl;dtile C-2" shall be delivered to Landlord before any entry into the Project by Tenant or any Tenant's Agent. All such policies or insurance must contain n provision that the cornpsny writing sold policy will give Landlord thirty (30) days prior written notice of any cancellation or lapse or the effective date or any reduction in the amounts orsuch Insurance, In the event that the Tenant Improvements ere damaged by any Tenant's Agents during the course of the construction thereof, Tenant shall Immediately repair the sumo at Tenant's sole cost slid expense. Tenant's Agents shall nrninlain all orthe foregoing Insurance coverage in force until the Tenant Improvements are fully completed and necepted by Landlord. All policies curled 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 mid that any oAier Insurance m❑hunlned by Landlord is excess and noneontrlbuting with the insurance required hereunder. The roquhemenls of the foregoing insurance shall not derogate rrom the provisions for indemnification of Landlord by Tenant contained in UP Work Letter. 8011V'('hdr Co?&r Or—Cpy ofSonla Ana Ivase Schedule 6: 80A-452 EXHIBIT 1E EXIIIBIT"U" RULU AND RFICULATIGUS Tenant shall felthtblfy observe slid comply with the following Rules and Regulations (including, but not limited to the General Rules, ilia Parking Rules and the Rules orthe Site (Contractor's Werk)), Landlord reserves the night at any time to change or rescind any one or more of these Rules end Regulations, or to make such other and Rather reasonable Rules and Regulations as In Landlord's judgment may from time to time he necessary Ibr (he mamlgement, safety, care end cleanliness of the Premises and the Project, and for die preservation argent! order therein, as well as for the convenience orolher occupants and tenants 1110" 1, Landlord shall not be responsible to Tenant for the nonperformance of any orsaid Rules and Regulations by or otherwise with respect to ale Acts or Omissions Orally other tenants m' occupants of the Project, Landlord muy waive any one or more of these Rules and Regulations for the benefit crony particular tenants, but no such waiver by Landlord shall be construed as a waiver orsuch Rules and Regulations in favor orally other tenant, nor prevent Landlord from thsreafteranforoing any such Rules or Regulations against any or Ail 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 cribs Premises, 111 the ease crony conflict between these Rules and Regulations and the Lease, the Lease shall control. I, GENERALRULES 1. The sidewalks, driveways, entrances, passages, courts, elevators, vestibules, stairways, corriams or halls of the Project shall not be obstructed or used for any purpose other than ingress and egress, 2. No aw"Ings orolher projection shall be attached to theoutside walls orthe Project without Landlord's prior written consent, 7. The sashes, sash doors, SWIlitlus, windows turd doors that reflector admit light and air Into the halls, passageways or other public places in the Project shall not be covered or oUstmoted, nor shall any bottles, parcels or other articles be placed on tine windowsills. Neither the Interior nor die exterior of any windows shall be coaled or otherwise sunscreened without Landlord's prior written consent, If Tonant desires window curtains, the same must be of such uniform shape, color, material and make as may be prescribed by Landlord. d. Without Landlord's prior written consent (in its sole And absolute discretion), no sign, adveitisement, 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 front the outside of, its Premises. In the event of Tatant's violation of ilia foregoing, Landlord may remove dho same without any liability and may charge the expense Incurred in such removal to Tenail. All Building standard signs whether on doors, directory tablets or elsewhere, shall be inscribed, painted ov affixed fir Tenant by Landlord at die expense of Landlord, and shall be of a size, color and style acceptable to Landlord, S. The bulletin N)ard or din:etoey or the Project will be provided exclusively for the display of tile, name and location of Tenant only; and Landlord reserves the right to exclude any other homes therefrom, and enoh and every crane in addition to the name of'fettatit placed upon such bulletin board or directory, shall be subject to Londlord's prior written consent (and If approved by Landlord, all costs therefor shall be paid by tenants), Any such listings or representations, once bnstalled, shall be subject to relocation or removal upon Landlold's written request for any reason (except that any such rolocations or removals at Landlord's request, unless such request is based upon Tenant's breach of ilia Lease shall be, paid for by Landlord), and Tenant shell pay for the removal of any such listings or representations upon Its depirnrce Itnm its Premises, G. All doors opening onto public corridors shall be kept closed, except when being used for ingress and egress. 7. Tenant shall not mark, paint, drill or bare into, cut or string wires in, lay linoleum or other floor coverings, In, or in Any way deface any part of its Premises or tine Project, except with landlord's prior written consent mid as Landlord ilia), direct, 8. All keys shalt be obinined 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 orits tenancy, give to Landlord nil keys pertaining to the Premises and ilia project, and in tie event of tie loss orally keys so furnished, Tenant shall pay Landlord the cost Of replacing swne or changing the lock or locks opened by such lost key(s) IrLandlord shall deem it necessary N make such change. 9. No window of other ail• conditioning or hunting units or oilier similar apparatus shall be installed Or used by Tenant without Lnndlord's Prior written consult, 10, The water and wash closets and other plumbing fixtures shall not be used for tmy purpose other than those for which they were constructed and no Sweepings, nebbish; rags or otlwr suhsrances shall be thrown therein. Tenant agrees to prevent the overflow or release of water tint bathrooms or kitchens. including bill not limited to toilets, sinks; kitchen appliances, and other water raceptncles. All damages resulting tram ally misuse of the flstures by, or overflow or release of water caused by, Tennnl or its servnts, employees. agents, visitors or licensees On ll be burna by Tena i, I. Tenant shall: (11) clean and dry visible moisture on windows, walls, and othersarfecss including personal property as soon as possible. (b) regularly cicnn and sanitize kitchens and other surlhess where water, moisture condensation. and mold can causal shall be mgUlady cloned slid sanitized and (a) limit ilia waterlog Uf any indoor plants. 'I'euapl shall not obstruct or impede fresh nil- supply to I'urnuce, air conditioner or heater duuts, nr regular air flow and circulmion throughout promises. Tenant shall report ally of the Iblinwing Lo Landlord within l'onysight (48) hnny uilcr Tenon Iirst becomes swore of ilia Santa, (i) mm-WOrking ran, healer, Mir cunditioner or venlllation systonnsi (it) plumbing larks. drips. sweating pipes. and/or wet spots: lilt) overflows front bathroom, kitchen, or oilier facilities. including. 901 tf'Cnde Cellar D"-C1e' oJ'Senm Ana Learn 80A-453 e:nlblt D EXHIBIT 1E but not limited to, tubs, showers, shower enclosures, toilets, sinks, kitchen appliances, or other receplaoles of water, especially in cases where the overflow may have permeated walls, Floors, celtings or fixtures; (Iv) water intrusion Into Ole Premises orally kind; M any mold or black or brown spots or moisturo on surfaces inside the Premises; (vi) broken plumbing systems orstanding water near stru ctm•as within the Premises; and (A) any odors consistent with mold grown within the Premises. 12. All removals rram, or carrying in or out of, the Pmject of ony safes, freight, fumihirc, heavy or bulky matter of any description, must take place only prior to 7:00 AM, and/or aller 4,30 P.M. on days other than Saturdays, Sundays and holidays (no moving being permitted on Saturdays, Sundays or holidays without special permission) and most be made upon die previous written notice to Landlord nod under die supervision ol'Landlord or its agant(s), and tha persons employed by Tenant to perfom such work must be acceptable to Landlord. Tenant shall be responsible far any demeans to die Premises and Project caused by or resulting from any such activity, Landlord reserves the right to inspect all sales or other heavy or bulky equipment or Articles to be brought into the Project and to exclude from the Project all such heavy or bulky equipment or articles, the weight of which may exceed the floor load for which die Project is designed, or such equipment or articles as may violate any Drills provisions of the Lease. Tenant shall not use any machinery or other bulky articles in the Premises, even though its installation may have been pernhlaed, which any cause any noise, orjar, or Iremor to the floors ar walks, or which by Its weight might cause injury, to the floor of the Pmjeel. 13. Neither Tenant nor its servants, employees, agents, visitors or licensees shall at any lime bring or keep upon the Premises any flammable, combustible or explosivefluid, cla ndcal 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 manufecturing or for the storage of merchn idise except as such storage may be incidental to the Tenant's use of the Premises for die Permitted Use. Tenant shall not, without Landlord's prior written consent, ocoupy or permit any portion of the Premises to be occupied or used for the ntanuracturo or sale of liquor or tobacco in any farm, or as a barber or manicure shop, The Promises shall not be used for lodging ar sleeping or for any Immoral or Illegal purposes. 15. Tenant shall not make, or permit to be made, any unseemly or disturbing noises, or disturb or interfere with occupants of the Project or neighboring buildings or premises or those 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 kind shall be brought into or kept in or about the Premises, and no cooking shall be done or permitted by in die Premises, except that die preparation of coffee, tea, hot chocolate and similar items for Tenant, 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 ohjectionabte odors to be produced In or eaanato. him the Premises. 17. There shall not be used in any space, or in die elevators, common corridors or public halls of Ole building, any hand trucks except those equipped with rubber tires and side guards. Ian• No vending or coin operated machines shall be placed by Tenant within the Premises without Landlord's prior hvrilten consent 19, No person shall be employed by Tenant to do janitorial, maintenance, construction or similar work in any part of die Project Without Landlord's prior written consent. Any person employed by Tenant to do janitorial, maintenance or similar work With Landlord's consent shall, while in the Pmject, be subject W and under the control and direction of landlord or its agent or representative (but not as all agent or servant of Landlord) and Tenant shall be responsible for all cols ol'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 retrain £rcat or discontinue such advertising. 21. Canvassing, soliciting and peddling are not permitted in the Project, and Tenant shall cooperate to proven same. 22. Landlord reserves tine right to control access to the Pmject by nli persons after reasonable hours orgeneraily rocognixed business days and at all hours on Sundays and legs] holidays. Tenant shall be responsible Fur all persons for whom It requests off er-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 dmnage resulting Front the admission orally unauthatdzad person to lice Project. 23. Landlord reserves the right to exclude or expel From the Project any person who; in die judgment or Landlord, is intoxicated or under the In nuence or liquor or drugs, or who shall in any monner do any act in violation of these Rules and Regulations, 24. 'I'ennot shall not stiffer or permlt smoking or carrying of lighted cigms or cigarettes in orens reasonably designated by Landlord or by epplienbie governmental ngencics us nonsmoking areas. 25. Tenant shall comply with nil safety, ties prnteution and CVACnatlna Wgulutiuns established by Landlord or any applicable govenmentnl agency. 26• Tenant assumes all risks front dielt or vandalism and agrees to keep lie Premises locked as nay be requh'ed. H. PARIQNG nUI.l?S. 301 hi'Chdr Ceider Or- Cin- afSaum:tea tea.ry -1 Ifichiht D 80A-454 EXHIBIT 1E The following parking rules slid regulations (" u t u ") 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 Padding Facilities, I. Parking areas shall be used only for parking vehicles no larger than full size, passenger automobiles herein called ")'ennui._ eddie„ Vehicle•" Vehicles other than Permitted Size Vehicles are herein retorted 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 tnvitoes 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 themorupon termination critic 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 die loss of such devices, 4. Landlord reserves die right to: (a) refuse the sale of mmlhly Identification devices and/or parking access cards to any person or entity that Willfully mfirsas to comply with the applicable rules, regulations, laws and/or agreements and/or to (b) revoke the right orally such party (that willfully refuses to comply with the applicable rules, regulatlons, laws and/or agreements) to use Hie Parking Facilities, 5. Landlord reserves the rlghL to relocate all or a part of the parking spaces on tine Project from ens location on the Project to another and/or to reasonably adjacent olTsite locadon(s), and to reasonably allocate them between compact and standard size spaces, so long as ills some complies with applicable laws, ordinances and regulations. 6. Users of the parking men will obey all posted signs and park only in Hie areas designated for vehicle parking. 7. Unless otherwise instnicted, every person using the parking area -is required to park and lock his own vehicle. Landlord will not he 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 ar•e assumed by the party using the parking area, 8. Parking validation, Ifestc1blishad, will be permissible only by such method or methods as Landlord and/or Its Ilesainne may establish at rates generally applicable. 9. The Parking Facilities shall be used only for parking Permitted Size Vehicles. The maintenance, washing, waxing or eleaniog of vehicles In the parking structure or common Press 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 situation to the Parking Facilities. to. Tenant shall be responsible far seeing that all of its employees, agents and invitees comply with all applicable parking rules, regulations, laws and agreements (including, without limitation, these Parking Rules), it. Such perksi; use as is hereto provided is intended only as a license slid no bailment is Intended or shot[ be created hereby, 11 In no event shall Tenant or Its employees park in reserved spaces leased to Other lenonts, or in stalls within designated visitor parking zones. 13. Tenant shall, upon request of Landlord fivm time to time, furnish Landlord with a list of the names of its (mid its Transferee's) employees and vehicle license plate numbers. 14, Persons using die Parking Facilities shall Observe all directional signs and arrows and any posted speed Hunts. Unless otherwise pasted, in no event shall the speed limit of five (5) miles per hour be exceeded. All vehicles shall be parked entirely within painted stalls, and no vehicles shall be parked in areas which are posted or marked us "no parkin.' or on ramps, driveways and aisles, Only one (I) Permitted Size Vehicle may be parked in a parking space. in no event shall Tenant interfere with die use and enjoyment of the Parking Pacllitics by 011ie, tenants of the Building ur Hicir employees or invitees. 13. Should any parking spaces orprivileges be allotted by Landlord or Tenant, either on a reserved or unreserved basis, Tcnamaha11 notassign or sublet any orthose spaces, eidier voluntarily or by openaien of flov, without [lie prior written consent of Landlord, except in connection with nil authorized assignmentof this Lease orsubleuing critic Premises, 16, Tenant agrees to notify, its employees and visitors land its Transferees) ofthe requirements al'these Pocking Rides os the same ore Modified H'ont 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 front time to tint). Tenant mithorizes Landlord to tow away from the Building and/or Parking Facilities any vehicle parked lu violation of these Parking Rules, and/or to flUnch violation atickers or notices to those vehicles, ❑I. RULES OFTfIL SITE (CONTRA CI'OWS WORTq. The following rules and regulations shall apply lu any work perlbrued at the Project by or under the direction of'fenam or ally ather Tenant Polly. More commencement of any such wm'k, 'renest shut] deliver to Landlord a copy of these Rules or the Site (Cnnn•actnr's \Fork) executed by the connaclor(s) perrorming such work. I. The r'olfuwirg Rules or the Sit, I'or C'oalractor's nurh ("Rnlaa >I'the Site") s11,11 govern the operation or Contractor and C'ontmctor's subcontractors, The terms "(hoer" and "Ownm•'s Represcnimive" arc the same fill' pmposcs nfthis document (and where used, rater to the Inmillonl). 301 W Clydc Cearer 7lr—City uf'Swaa Ann Len,, .�, L•'ahibit D 80A-455 EXHIBIT 1 E 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 or Insurance In a form approved by Omer executed by Insurance companies acceptable to Owner. D- A fully executed Notification -Rules for Contactors Cro Be Provided by Owner Upon Request). E- A job schedule of the work to be accomplished, detailed by trade. F- A complete list of all proposed Subcontractors and suppliers. Owner must approve all contractors and subcontractors before commencement of their work. 0- The name and phone number (in ofuding emergency phana numbers) arpersonnal who are authorized to represent ilia Contractor. 3. No rovis lolls or changes or any kind maybe made 10 the Construction plans previously approved by Owner without prior written consent of die 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 besubmitted, In writing, to the Owner for review and approval prior to commencement orwork. 4, All of Contractor's work must be scheduled so that it in no way conflicts with, Interferes with, or impedes Ole quiet and peaceful enjoyment of other tenants or occupants of the project, or with the progress or Ovmer's work a• operations. Any work that is in confll et 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. Contne or and subcontractors shall employ persons and mains 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 Ten ant) in connection with such delays. 6. Materials slid foul storage will be limited to the areas for which access has been granted. 7. Clean-up and rubbish removed shall he provided by the Contractor at Contractor's expense. Contractor must, on u daily basis, remove all rubbish, surplus and waste material resulting from the performance of his work. At the request of Owner, Contractor shall relocutc any materials causing fill obstruction as directed by Owncr, Contractor will not be allowed to place a dumpster on site on a continuous basis during construction, Important note: The placement and location ofrubbish dumpsters and bins most be approved In advance by Owner. 8. In general, Owner will Interface with Contractor to the extent necessary for work to be completed within Ate guidelines of project specilica0culs and for the enforcement orbuilding Arles and regulations. 91 Contractor will make m•rongemeuts For unloading, trash removal and hoisting after normal working hours due to the local city noise ordinance. (No such nativity will be allowed between die hours of 10:00 p,m, to 7:00 am.) Al no time will the Contractor be given exclusive reserved use of the freight elevator unless applied for by Contractor and approved by Owner. Contactor may be afforded access to lending 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 cotlsent of Owner and upon payment of Owner's prcvalling fee for after-hours use and access. 10. Contrnemrwill be afforded unloading areas as prearranged with Owner, All materiels unloaded at these areas will be moved to at area of use Iniacdistely and shill not be stored or used in a way which adversely impacts use of the Building, III Contactor (rind T'enanp wfll be responsible for the security orits own materials, equipment and work, and ilia[ of his subcontractors, Contractor will also be responsible for damage enused by Contractor or its subcontractors to die Project, Building And/or tenant areas, including. but not limited to the loading dock and indoor and coiner public areas, Freight elevators, etc. Any such clareages will he promptly repaired to the Owner's satisfaction lit sole cost of Coramccor. 12, Contractor will comity with all Applicable codes, laws And regulations porlahling to the work of Contractor, Iruled ing all sorely and health regulations. The Contractor shall supply ilia Owner with a Master List or all Flevarcloos Materials And Iheir Material Salty Data Sheals (MSDS) upon delivery to the,)ub situ. A discussion will than onsue pertuinfng to the safe storage, handling and use fir these matee•inls, As +WWII us the Contractor's emergency preparedness plan 1'ur handling the containment And clean-up orpotential I Inzardous Mlaterfal spills. 13. Contactor will nut engage III oily labor practice that any delay or otherwise Impact the week of Owner or Any alien wnlrnetnr. 14. No hose building sysienss will be turned oil' or disengaged by C'unu'nctur or any subcontractor without prior written approval And suilml iel by a represenmtive nfOvsnio• or Its Agent. Said systems include but are not Unified to sprinklers, electrical circuits, Air -handling emits, sneuke heads and weer supply. Building electrical power shut -downs Are allowed, with ilia prior wwh[en consent el'O+vier, on Salunlays between 10:00 P.m. and 3:00 a.m. only, A request for approval shall be mode to the Pmperly Manager a( Loral ten I It) tiny$ in advmue. 401 IV Ch*Ceruer Ur— OIJ• rn/!-Saerunur Lear" -4- inhibit 1) 80A-456 EXHIBIT I 15, Doors to all work areas, In ciudingstairwelIs and alechan] col and electrical closets, will remain closed at all time. Propping doers open is expressly prohibited. 16. All Contractor and subcontractor personnel, materials, tools and equipment are to enter and exit the Building through the service elevator only. Owner may at any time initiate a check In/check out system, or a badge system, for all people and material In the Building and Ole 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 oil dimensions for accessibility with building conditions, and shall be responsible for same, IS. C6n tractor shall FuMpermitted any identifying sign age Or Advertis ins within the Project or But I ding. 19. During conshvclion, Contractor shall maintain supervisory personnel on the site at all times. Such personnel shall be fully authorized to coordinate, respond for and authorize Contrnctor's work as necessary so as to enable all wodc 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 Ore 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 dual all stairwells, mechanical rooms, electrical and telephone closets, etc, accessed by Contractor or subcontractors In conjuncilon with Contractor's work, will be cleaned and f va of debris nightly. 22, Public areas adjacent to premises where Contractor's work is being performed shall remain free afdebris 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 Indetnnlfy, defend and hold harmless the Owner end the other Owner Parties Hlem and against any and all claims, losses, or damages, threatened or Incurred, arising Item (lie actions or omisslons of Contractor or Its subcontractors, 24. If keys are required by contractors, they must be checked out from tine Property Management office. No key will be distributed IPprape identification is not provided. r 25. No cutting or patching of Owner's premises or installations, or those of any Building occupant, shall be permitted wlOmut the prior written consent of Owner, llequest far permission to do cutting shall include explicit details and description of work mid shall not under any cireullsmnoes diminish die structural integrityof Ore Building or die Integrity orally of components or systems. The work is to be done only with die explicit written permission of the property Manager, slid 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 t6netioning, complete, and clean condition, 26, All work is to he 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 or die Contractor to be fully knowledgeable of die Base Building Drawings and Specifications. 27, All Life Safety Systems for the Building ere to be maintained, and all of ilia Tenant's Work is to be properly interfaced with and connected m the Base Building systems as required by Lows, or by Building operation. All work Is to be done In such n way as to protect all Base Building operations and wairamlinI, Any required disconnection critic safety devices should be "foreseen" and the Property Management Office must be notified at least 24 hours In advance, Costs do' false fire alarms due to contractors' or slibeantructors' negligence will be billed to and paid by the Contractor. All It fie -safety systems testing must be performed on all "alter -hours" basis and coordinated with the Building Manager. 28, When Work is performed by Contractor or snbemurartor, charges will apply for additional services perfornied by Owner which may include, but pile not necessarily limited to the following: A - ovedime or after -tours elevator cause B - uOlily ussgc fbr construction activities beyond standard power and water used ill connection with geaerni office uses C. extra and continuous clean-up or elevators and public spaces as required due to emlialac ton activity; Contractor to pruvide die 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 shut,, in preparytion Itir substantial completion or occupancy critic project by Tenant, pelican final cleaning of Contractor's Work. 30, When Contractor takes ever Ito toes thorn the Owner, before commencing work Contractor shall nscertahi ilia[ the oven is in o sore and sanitary condition, and maintain Ilia Inca as necessary (at its sole cost and e ,,'acting all applicable Inws and regulations, xpensa) in a sale and sanitary condition and to o standard 3L Owner requires ,lob progress meetings, The Cunh'uctor will attend with a representative authorized m speak mid Ile[ on the CnmrICLor s hehnif. Addirionally, ilia Contractor doll uoil'y tine Owner of schuduled job progress meetings. 801 IYChil' Center f)r-CAP al',T nntebut Lease -E- Exhibit 80A-457 EXHIBIT 1E 32. All work or on -site activity during non -normal working hours will be coerd[anted in advance with Owner, 33, At no time will Contractor paribnn act ivilles on the Project without the proper Insurance in force. 34. No radios or other audio devices are allowed, 34. Failure to perform work In a manner consistent with the above stated Rules of the Site may result In Immediute 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 or the Site may be amended or revised at any time to ril the situation at the time. The amended or revised Rules of the Site shall become effecdva upon del [very to Contrac[or or publication by posting at the project site, whichever is karlier, 37. General contractor and subcontraators'vehiclesparking most be in areas designated by the Build ins Monaser at the Contractor's expense. Acknowledged and Agreed By: Date: a'lll IYC'Irk Cealee Dr— p'p• ofSaataAar Lean• .6. 6'xhtbit D 80A-458 EXHIBIT 1E EXHIBIT "Ell ADDITIONAL RENT Definitions. 1.1 "Rase Year" means the calendar year specified in item 5.1 of the Basic Lease Provisions, 1.2 "Expense Van,," mains each calendar year in which any portion or the Term of this Lease falls, through and including die calendar year in which die Term o f this Lease expires. 1.3 "Property, 'faxes" means all real property taxes, assessments, Res, charges, or impositions and other similar governmental or quasi-governnental ad valorem or other charges levied oil or attributable to the Project or its ownership, operation or transfer army 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 !"'positions Imposed in lieu or substitution (pnrtially 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 oil the Occupancy or use orspace In the Project, the Building or the Premises; (b) (a) an any transit tastes or charges, business or license fees or taxes, annual or periodic license or use fees, park aid/or school fees, afs charges, parks charges, housing nod charges; (d) imposed for street, refuse, police, sidewalks, fire protection and/or similar services and/or maintenance, whether previously provided without charge or far a di fferent charge, whether provided by governmental agencies or private parties, and whether charged directly or indirectly through a (Unding mechanism designed to enhance or augment benefits andlor services provided by governmental or quill -governmental agencies; (a) on any possessory taxes charged or levied in lieu Of real estate taxes; "lid M any costs or expenses incurred or expended by Landlord in investigating, calculating, protesting, appealing or otherwise attempting to reduce at' minimize such taxes. There shall be excluded from Property Taxes all income taxes, capital stock, inheritance, estate, gift, or any other troves imposed upon or measured by Landlord's gross income or profits unless the same Is specifically included within the derinition of Property Taxes above or otherwise shall be Imposed in lieu of real estate taxes or other ad valorem taxes, 114 "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 orthe Project: (a) Premiums for property, casualty, liability, rent interruption, earthquake, Flood or other types of insurance carried by Landlord nnm time to time, and any deductibles thereunder actually paid by Landlord with respect to die 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 die maintenance and operation or the Building or the Project, Including contributions and premimns towards fringe benefits, unemployment taxes and insurance, social security taxes, disability and worker's compensation insurance, pension plan eantributions and similar premiums and contributions which may be levied on such salaries, wages, compensation and benelts and the total charges of any Independent conunetore ar property managers engaged in the operation, repair, care, maintenance and cleaning of any portion ofthe Building orthe Project. (c) Cleaning expenses, including without limIn tion,janttorial services,window cleaning, and garbage and refuse removal (d) Landscaping and hnMscape expenses, including vvhhout limitation, irrigating, trimming, mowing, fertilizing, seeding, and replacing plants, trees and hardsehpe. (c) T'hc cost of providing fuel, gas, electricity, water, sower, telephone, steam and other utility services. (0 The cost of maintaining, operating, restoring, renovating, managing, repairing and replacing components orequipment or machinery, including, without limitation, heating, refrigeration, ventilation, electrical, plumbing, mechanical, elevator, escalator, sprinklers, fire/lilesnfety, security and energy management systems, ineludingservieaeontmcts, main tell nnco contracts, supplies and parts with respect thereto. (g) The cogl-a or providing access control services for, and supervision or, the Project, (h l Rental. supplies and other casts with respect to the operation of the management off!cc for the Building. (i) All cost slid fees rur licenses, cerdnca ins, pe'nhits and Inapea IOA& and the Cost Incurred In connection with the iinpienhemation ore transportaiun system mnnagcmen program orsimdn'program. (1) ThO cost ofreplaccmcnt, repair, acquisition, installation and modification or., (A) carpeting and wall coverings, ceiling systems and fi.xnires in the Common Areas, and outer furnishings in the Common Alva, (B) materials, tools, supplies and equipment purchased by Landlord witch are used in the maintenance, operation and repair orthe Project, And (C) any other yarnl of improvements, additions, repairs, or replacenhenls It) the Project or the systems. equipment or machinery operated or used in connection with the Project: provided, however, that will respect to the items described in clauses (A). (11) and (C) above which constitute a capital then, addition, repair m• Improvement (collectively "Cnpiud Items") tinder sound Accounting And property munugenncut principles consistently applied and dctenninod by Landlord, in each caso ilia cost Orsuch Capital Items shall he amortized (will Interest At the Interest Rate) over the useful lite the "Usalul LAN") nl'such Capital Item, ors dewrinlnod by the Landlord ;n accordance will sound accounting And property management principles consistently applied ar such other period as shnll be consistent with Institutional Owner Practices. (I,) Auumeys', uceountun Ls' and consultants' rces and expenses in connection with the management, Operation, administration. mulnrenonno and repair ol'thc Project, including, but not limited to. ouch expenses tint elute to seeking or obtaining reductions in or Jill IV Cfuir L'unm• I1r—Cfrl' uf5nnrn:I nrr LeYrse -t - fixhihil G 80A-459 EXHIBIT 1E refunds of Properly Tuxes, or components thereof, or the costs of Conte sling the validity of applicability of any governmental enactments which may affect Operating Expenses. (1) Fees Ibr the administration and mnnugenaenl of the Project in on amount equal to three percent (7%) of the gross revenues of fie Proieol (which shall be grossed by Landlord up to one hundred percent (100%) occupancy on ell amn al basis), without regard to tvhetlmr actual fees so paid are gre tler or less than such emomlI. (111) Sales, use End excise taxes on goods and services purchased by Landlord for the management, maintenance, administration oroperatien of fie Building or the Project. (it) Fees for local civicorgonizntions and dues for professional Imde associations. (a) Pnymenls under any covenants, conditions and restrictions pertaining to the project or any easement, license or operati jig agreement or similar instmmenl whloh effects the Project, (P) Costs and expenses of investigating, testing, documenting, monitoring, responding to, abating and remedlesting klazmdeus Materials, other than abatement and remedlation costs with respect to Hazardous Materials actually known by Landlord (an the Effective Date) to rcquh'e statement and/or remediatlon under applicable Environmental Laws. (q) The costs of repairing, restoring and maintaining the Parking Facilities orate Project, including, without limitation, flit resurfacing, reslriping and cleaning of such faellides, 09 Any costs, feet, amounts, disbursements and expenses which are generally Included in Operating Expenses under Insti Wtienal Owner Practices. LS The following costs and expenses sholl 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 Incurred for collection afferent accounts or negotiation of leases, or relating to disputes between Landlord and other tenants and occupants of the Building; (c)- Capital Items unless specifically petmilted by Section 1A of this Exhibit ' "PI, parts (a) through (r), inclusive; (d) Property Taxes; (a) amounts received by Landlord on a000unt of proceeds of insutunce to the extent die proceeds era reimbursement for expenses which were previously included in Operming Expenses; (1) except to the extent specifically provided in Section I orthix Exhibit "E" pans (a) through (r), inclusive, depreeb tlon m-payments of principal and interest on any mortgages upon the project; (g) payments ofground rent pursuant to any ground lease covering the Project; (11) subject to Sgcflon 2 of'this Exhibit "E". Cie costa of gas, steam or other fuel; opetadon of elevators and security sysleuns; besting, 000ling, air conditioning mud ventilating; chilled water, hot and cold domestic water, sewcr and outer 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 Lease with separate or additional charge; (i) the cost of the Landlord's work; and Q) any coal expressly excluded from Operating Expenses in an express provision canmined in this Lease. 1.6 "Excess Operating Expenses" means, with respect to any Expense Year, the positive excess, If Any, of Operating Expenses allucnble hereunder to such Expense Year over Operating Expenses allocAbits hereunder to the Base Year. 1.7 "Excess Properly Taxes" means, with respect to any Expense Year, the positive excess, if any, of the Property Taxes educable hereunder to such Expense Yeor over the Property Taxes ullocnhlu hereunder to die Base Year. 1.8 "Tvruurt's 1'91-ecnhtge Slime" nivans the percentage set fmah in ][am 5,2 of the BE* Lease Provislo it provided, however, that Landlord reserves the right from little to time during the 'term of this Lease to recalculate Tenant's Pcreentage Share, in which case Tenant's 11creenu ge Shure shall he culculnual by dividing the number ofsquttre Peet arikentablc Area in file Premises by flue nunnbe' ol'sgaure feel ul'liennble Alva in the Project, and expressing such quotient in ale font rife percentage. Onleulntlmi Methods and Adlunrnlantg. 1.1 Via variable components of Opo'laing Expanses ("Variable Expenses") for till or any portion of any Expensa Yen,' (Including the Dnva Year) during which actual occupancy of the Projecl is less Chun nne hundred InnCa t (100%) of the Rentable Arcn of lha pro act Shull be adjusted by Landlord, as determined in good I'n nth by Lund lurd applying sound accounting and property nnmagennenI. princi plus (a ad the provisions 801 rd'CMIe Carver Dr—Ciry ef8on it Ann Levan .Z, Exhibit E ,.1 0 � .1 EXHIBIT 1E of this Lease) to reflect one hundred percent (100%) Occupancy of to Rentable Area of the Project during such period. if during all Or any part or any Expense Year, Including the Base Year, Landlord does not provide any pnrtirolor item or 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 ben art I, work ar servfa is not required or desired by the tenant crouch 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 cotnputing Vmiable Expenses for such Expense Year, Operating Expenses, as applicable, shell be increased by an amount equal to the additional Vmiable Expenses which would have been paid or Incurred by Landlord during such period If R 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 sibs 1 "E" all calculations, determinations, allocations and decisions to be made hereunder with respect to Operating Expenses and Property Taxes shall be mode in accordance with the good faith determination of Landlord applying sound accounting and properly management principles consistently applied which are consistent with Institutional Owner Practices, Landlord shall have the right to equitably allocate some or ail or Operating Expenses among particular classes or groups of tenants hs the Building (for example, retail tenants) to reflect Landlord's goad faith determination that measurably different amounts or types of services, work or benefits associnted 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") surf ailable to Operating Expenses or Property Taxes received by Landlord in a paticular 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 areal 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 ber is (i) not provided following the Base Year, (ii) incurred due to circumstances not applicable following tie 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 circumstanees, and (iii) amortized costs relating to capital improvements, 2.3 If any Property Tax Reduction (defined below) applies with respect to any Expense Year (other than the Base Year), then for purposes of calculotlon of Excess Property Taxes for such Expense Year, Property Taxes allocable to the Base Year shall be reduced by an amount equal to the corresponding Base Year Tax Reduction, A "Property Tax Reduetton" means, with respect to any Expense Year (other than the Base Year) the amount (if any) by which Property Taxes are reduced'us a result of any reassessment or under or as a result of application or operation of Proposition S or any other similar governmental act or Low. A "Base Year Tax Reduction" means, with respect any Expense Year to which a Tax Reduction applies, and with respect to any particular Property Tax Reduction, an amount equal to die Property Tax Reduction, minus, in die case of any Expense Year after the first year to which the applicable Tax Reduction applies, the cumulntive 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 21%) in Propotty Taxes that is allowed under Proposition 13 (or any substitute therefor hereafter adopted), 2.4 As or tie dale of tills Lease, Tenant pays Additional Rent under Section 4.2 of the Lease based on the Operating Expenses and Property faxes fur the Project, If the Project at any time contains more than one building (or one or nnore tax parcels), Landlord shall have be right, from time to time, to equitably allocate some or all of the Operating Expenses and/or Property Taxes fur tie buildings comprising tie Project among tine Building mid 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) anlVo' such other building(s) (orsueh otter tax pnrcel(s)) of the Project to the Building (or tax parcel) and/or such other building(s) (or tax parcel(s)) and Teumnt 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 an which it is located). Landlord shall also hove the right, from time to time, to require Tenant to pay Tenant's Percentage Share of operating Expenses and Property Taxes based solely on tie Operating Expense and Property Taxes for tine Building (and the tax parcel on which it is located). 3. Payment Proeadurei Gslfmaws. During each Expanse Your, Landlord may elect to give Tenant written notice of its estlmalc of lily remounts payable under Section of tine Loose ("Section 4.2 Additional Rent") for that Expense Year, On of, before the first day of each calendar month during such Expanse Year, Tenant shall pay to Landlord ona-1welllh (1/12th) of such estimated amounts; provided, however, that, not more often that quarterly, Landlord may, by written notice to Tenant, revise Ila estimate for such Expense Year, slid all subsequent payments under this Section 3 of this P hlx hit ".E" by Tenant for such Expense Year shall be based upon such revised estimate. Landlord shelf endeavor to deliver to Tenant within one hundred filly (150) days after the close of each Expense Year or as soon thereafter as is practicable, a statement arthat year's Property Taxes, Operating Expenses, and she amount of Section 4.2 Additional Rent for such Expense Year, as determined by Landlord (the "Landlord's Statement'), and such Lnndlo•d's Statement shnll be binding upon Landlord and 'tenant, except as provided in Section 4 or tlds ExhibIt V. If the Landlord's Statement Indicates that (or if it is finally determined pursuant to Section 4 or this Eithilill "E" that) file anlomnt of Section 4.2 Additional (tent payable with respect to any Expense Year: (a) is more then the estimated paymauts of Section 4.2 Additional Rent node by Tenant with respect to such Expense Yenp'fcnnnl shun pay the dcliciancy to Landlord upon receipt orLandlord's Statement or is less than the estimated payments or 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 antler this Lease for, 1rble Term Millis Lease has expired, shall be paid to Tenant). Amounts payable by Tenant as Section 4.2 Additional Rent with respect Lo any Expense Year that includes less than on entire enlendar year shall be prornted on the basis that the Maribor of days in such Expense Year Nears to 365. The expiration or early termination of this Lease shall not effect the ohl lgariocs of Landlord slid Talent porsmatt to this Scotton 3 of this Exhibit "T to be performed after such e,xpimton or early wrialuntion. 4. Review or Landlord's Statement, Provided that Tenant is not then In default with respect to its obligations under this Loose and provided further that Terhnnt strictly complies with the provisions or this SQC6011 4 of tills Exhibit': ;•, Tenant shall have the right, at I-cnunt's sole cost slid expense, to mosonubly review Landlord's supporting books and records (m Landlord's manoger's corporate olTices) fur oily portion of the Property Taxes or Operating Expenses for a particular Expose Year LWcmd by Landlord's SlaLenwnt, in accordance With We procedures set forth in this Sc4 ordib; Exhibit " ". Tenant shall. within sixty (60) days after any such Landlord's Statement Is delivered to Tenant, deliver u written notice to "Dispute Nntlec") to Landlord specifying the items described is the Landlord's Statement that are claimed to be incorrect, sod Tenant shall simultaneously pay to Landlord ail amounts specified in the applicable Landlord$ Statement (to tie extent lint previously paid). Tire right ofTennnt under this Section 4 orlhis Exhibit "E" may only be exercised once fur club Expense Yem• covered by any Landlord's Statement. and if Tenant fails to deliver a Dispute Notice withfn the sixty (00) day period described above or fails to nee any of the other above conditions al' exercise or such right. the right of'rennnl to audit a particular l.Ondiurd's Samonenl (end all of Tenant's rights to make any claim ralahlg lherelo) under thiq 5coduft 4 901 R'Clvle Ceurer t)r-Cla! rrf5`antrvtan Lease -3- Exhibit re 80A-461 EXHIBIT I of this Exhib t'• "shall nulnnsoliceily ba deemed waived by Tennnl. Any review afrecords under this Section 4 of this Exhibit shall be at the sole expense of Tenant, shall be conducted by independent cmiifred public Accountants of national standing which are not compensated on a contingency fee or similar basis relating to the results of such audit and shall be completed within sixty (60) days after Landlord provides Tenanl with recess to Landlord's supporting books And records, Tenant ocknowlcdges and agrees that any records of Landlord reviewed under this Segilon 4 al• this Exl it "E" (and the information contained therein) constitute confidential Information of Landlord, which shall not be disclosed other thus to Tenant's accountants performing the review and principals of Tenant who receive the results of the review. If Lundiord disagrees whh Tenant's contention that an error exists with respect to the Landlord's Statement fit dispute, Landlord shall have the right to cause another review of shut portion or Landlord's Statement to be made by a film or independent certified public accountants of notional standing selected by Landlord ("Landford's Accountant"). In the event of a disagreement between the two accounting firms, the review of Landlord's Accountant shall be deemed to be correct and shall be conclusively binding on both Landlord and Tenant. In the event [hall it Is finally determined pursuant to oils Section 4 of this Exl i ' "'" that a particular Landlord's Statement ovm•stoted Operating Expanses and Property Taxes with respect to the Applicable Expense Year by mono than ten percent (10%), Landlord shall reimburse Tenant for the reasonable cost of Tanant's accountant. in all other cases, Tatmnt shall be habit; for Landlord's Accountant's actual fees and expenses. 80f tI'(y,YC Crrrtvl' UI'—L'r(}'rf �`rlllhl rill, Le"Ve -4- Exhibit R 80A-462 EXHIBIT I EXHIBIT "F" SERVICES AND UTILITIES 'file services and utilities to be provided by Landlord are as follows: I Elevntor Service. Non -attended automatic elevator service. 2 HVAC, Subject to all governmental Laws, rules, regulations and guidelines applicable theme, NVAC to the Premises during Business Hours (defined below), which In Landlord's good faith judgment, is required for the comfortable rise and occupancy of the Premises for general office use. After Hours NVAC (defined below) may be provided to the Premises upon request by Tenant. Tenant shall pay to Landlord the After Hours HVAC Rate (def ned below) for all After Hours FIVAC that is so requested by Tenant within ten (10) days of receipt of Landlord's reasonably detailed bill thereNr. 'ronant shall be responsible for and shall pay to Landlord any additional costs Incurred by Landlord because ar the failure of the HVAC system to perform its fiactioo title to: (a) arrangement orpardtiooing in lie Premises or changes or alterations thereto, (b) any use by 'tenant in any portion orthe Premises of haat•generadng machinery or equipment other than normal office equipment, or (c) any occupancy of any Portion of the Premises at densities above customary general offce 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 ail cases excluding die date of observation or any Floliday (defined below), '9 loliday" means cool, of New year's Day, Independence Duy, Labor Day, Memorial pay, Thanksgiving Day, and Christmas Day, and at Landlord's discrctinn, 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 die Premises at the request of Tenant outside of Business Hours. The "After Hours HVAC ]Life" means the Landlord's prevailing charges for supplying After Hours HVAC to the Premises, which as of die Effective Date is $65.00 per zone (or partial zone), per hour (or pnrtinl hour), subject -to a two (2) hour minimum. 3 t Icemieit . 311 At all reasonable times, electric current as required ror Building Standard lighting and O'octional horsepower office machines and adequate electrical facilities for connection to the fighting fixtures and Incidental use equipment ofTenant; provided that Tenant Shull be responsible for distribution or electrical power from the electrical panels located on the Iloor(s) of the building on Which the Promises is located, Subject to Section 3.3 of this Exhibit "F": (a) the electricity so tunished 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 capaaity 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 die supply crouch lighting to require a ourrent 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 slap 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 shalt in no case exceed Landlord's per usable square foot si inda d, and (c) the total connected electrical load for Tenant's lighting fixtures witbin the Premises shall in no case exceed Landlord's per usable square foot standard. In addition, ifTeriant'd actual consumption of electrical power in flit Premises, as deterearincd in good faith by Landlord pursuant to such measurement method or methods as Landlord sliall employ from lime to time (including, widioul limitation, the use orsubmeters old/orpulse 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 these costs otherwise payable by Tenant pursuant to Article the sunl of; (1) Landlord's Actual direct and indirect costs ol'supplying such excess consumption, including, without limitation, sit taxes thereon, and the cost of ndditional wear on Building Systems resulting from such excess consumption, (ii) all of Landlord's costs of monitoring aid measuring such excess consumption and (ill) Landlord's reasonable administration No tl,emon, The "Electrical Power Consumption Threshold" means, for any reasonable calculation period determined by Landlord, (be Landlord's nondiscriminatory, per usable square foot standard for electrical consumption (which is intended to represent the average rate of consumption (a kW perusable square foot basis) during Business Hours, of an overage general office tenant orthe Building). 3.3 Without Landlord's consent, Tenant stind not install, or permit the installation, in the Premises of any lighting, computers, word processars, electronic data processing equipment or other typo of equipment or machines which (a) will require A voltage other than a nominal 120 volts or require a current capacity exceeding twenty (20) amperes or (b) will increase Tenant's use of electric current in excess of (list which Landlord is obligated to provide pursuant to this Eection 3 ofthis ExhibitOF" ("Excess Electrical Requirements"), If Tenant shall require or utilize Excess Electrical Requirements or electric current which cony disrupt the provision ofelectrical service to other tenants in the Building or the ]'reject, Landlord, tit Its election: (i) may rcfiise to grant its consent or (it) may condition its consent upon Tenant's payment in advance of Landlord's total direct and indirect cost (including, without limitation, a reasonable Administration NO) or designing, 11ASO1lhlg, mainmtning and providing any additional facilities determined by Landlord to be required to Sri* such Excess Electrical Requirements (or otherwise related to the additional wear on Building Systems associated therewith). IfTennit's Increased eldchdcul requirements will nmmrially oflbct the temperature level In the Promises or in the Building, Landlord's consent may be conditioned upon'renarx, payment of all direct and indirect costs or Installation and operation urany mnchincry or equipment necessary to restore the temperature level to that otherwise required to he provided by Landlord, including, but not limited W. tie cost al'moll i float lolls to the Building Systems and increased wear and tour on existing IIVAC cquipmenl. Landlord shall not, in any, Ivry, be liable or rosponsible to Tenant fiir tiny loss An dunmge or expense which 'recant nmy incur or susmin W for any reasons beyond Landlord's reasonably control. eilhrr the quantity or character orclectrie Sol -vice is changed or is no longer uvailablu or suitable for Tenant's requirements, 4 Water. City water ran drinking and rest room purposes. 5 datilmrhd Service, Janitorial And cleaning services, live (5) days per week (excepting Hniiduysi. conforming to the Projeol standards in affect Brim time to tittle; provided that Landlord 311011 have no obligation Ie Provide Such ACMUS to any portions of Ille Premfses that are not used exclusively' line genund Office purposes. In all events, Tenant shall pity to LandimA the cost ofremuvul orTenan['s refuse and rubbish, it)tin Islam that the same excectl i the reef tie and rubbish mtendunt w normal office usage and/or to the extent that Tenant fails to keep the Premises in rthe cute It Ardor, P4P II'Cfrde CenrorDr—Clay nf5'rrnfn rl nit easonabe tease - I' Exhibit F 80A-463 EXHIBIT 1E Any amounts which Tenant Is required to pay to landlord pursuant to this ENbIbit "I „(and/or for any services provided to Tenant in addition to those Landlord is required to provide under this Cxhi6 t "I'" without additional charge) shell be payable upon demand by Landlord and shall constitute Additlonal Rent. From time to (line during the Term, Landlord shall have the right to modify the services provided to Tenant hereunder; provided that ilia services provided, as so madifed, are consistent with Institutional Owner Prnetices. Tenant recognizes tint ally access control services provided by Landlord at the Project arm tier the protection ol'Landimd's property, and under no circumstances shall Landlord be responsible For (and Tenant waives any rights with respect to) providing securhy or other protection for Tenant or Its employees, invitees or property in or about the Premises. or the Project. Landlord makes no representation with respect to (Ise adequacy or fitness of the Project's HYAC system to maintain temperatures that may be required for operation or any computer, data processing or other special equipment or occupancy of the Premises at densities above customary general office levels. $01 WClore Cony br—Ct(t, of Santa rl na Luae, . r. fish(hir P 80A-464 EXIiII)IT "G" iNSUIZANCC RERUIREMCNTS Poll L1 Property Insurance. At all tines during the Term of this Lease, Tenant shall procure and maintain, at its soli expense, "All. Risk" (and at Landlord's option earthquake, earthquake sprinkler leakage and/or flood) property Insurance, in an amount not less than one hundred percent (100%) of roplucenlent cost covering; (a) ell Leasehold Improvements (b) all floor and wall coverings; and (a) all Tenam's Personal Property in or about the Premises and Project. The proceeds ctsuch insurance shall be used for the repair and replacement of the property so Insured, except that If not so applied or if Uris lease is tcmilamcd following a casualty, the proceeds applicable to the Leasehold Improvements shall be paid to Landlord and the proceeds applicable to'renant's Personal Property shall be paid to Tenant. 1.2 Business intorrnntiun Inslu•anca, At all times during the Tenn 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 of this )<xltibil „C" for a period of no( less than twelve (12) months. L) Liability Insurance, 1.3.1 At all times during the Tenn of this Lease, Tenant shall procure and maintain, at its sole expense for the protection of Landlord old Tenant, commercial general liability insurance applying to the use and occupancy of Elie Promises and the business operated by Tenant. Such insurance shall hnve a minimum combined single limit of liability of at bast $2,000,000 per occurrence and a genaml Aggregate limit oral least $3,000,000, and Tenant slmll provide In addition excess liability Insurance an a following form basis, with overall liar to of at least $5,000,000, All such policies shall be written to apply to all bodily Injury (including death), property damage and personal hQury lasses, shall Include blanket contractual liability, broad fann property damage, independent conb-dolor's coverage, completed operations, products liability, cross liability and severance of interest clauses, and shall be endorsed to Include Landlord and the Landlord's Additional Insureds as additional insureds. 1.12 At all times during the Term of this Leon, Tenant shall procure and maintain, at Its sole expense for the protectlm of Landlord and Tenant, primary automobile liability insurance with limits o£nat less than $1,000,000 per occurrence covering owned, hired and non - owned vehicles used by Tenant. 1.33 Prior to Elie sale, storage, use or giving away of alcoholic beverages on or from the Premises by Tenant or doodler person, Tenmit, al its own expense, shall obtain a policy or policies of Insurance issued by a responsible Insurance company and inn form acceptable to Landlord saving harmless and pmtecting Landlord and the Promises ngalnst any and all damages, claims, lions, Judgments, expenses and costs, Including actudl atotnays' fees, OdSing under any present or Future law, statute, or ordinance of the Suto of California or other governmental authority having jurisdiction or the Premises, by reason of any storage, sale, use or giving away of alcoholic beverages on or from the Premises, Such policy or policies ofinsurance 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 Or support; and Injury to properly of oily person, Such policy or policies of insurance shall name the Landlord and Its agents, beneficiaries, partners, employees and any Holder of any Security lnstruinett designated by Landlord as additional insureds, 114 Markers' Compensation' Emolover's Liability Insurance. Worker's Compensation Insurance. In accordance with the pvavisiuns of Section 3700 of the Labor Code, Temmtf, if Tenant has any omployees, is required to be Insured against liability for worker's compensation Or to undertake self-insurance. Prior to commencing the perrormance or the work under tils Agreement, Tenant Agrees to obtain and maintain any employer's liability insurance with limits not less then $1,000,000 peraocident 2, Polley Requircinents. All insurance required to be maintained by Tenant shall be issued by insurance companies auucrixed to do insurance business in the State or California and rated net less than A:X in Beat's Insurance Guide. All such Insurance policies simll be written as primary policies, lint excess or contributing with or secondary to any other insurance As may be available to Landlord or to Elie additional Insureds. A certificate of insurmiee (or, at Landlord's option, copies ot'the applicable policies) evidencing die insurance required under this Exhi 't'",-lau__C shall be delivered to Landlord not less than thirty (30) days prior to the Commencement pate, No such policy shall be subject to camceilnton or modification without thirty (30) days prior written notice to Landlord and to any Holder orally Security Instrument designated by Lundlord and such policy shall be endorsed to provide that Elie insurer lhemunder shall provide Landlord with written notice crony fnllure by Tennnt to pay oily premium thereunder when dune and such failure continues for a period orten (I0) days after such date. Tenant shall furnish Landlord with A replacement certificate will respect to ally insurance not less than thirty (30) days prior to the expiration of the current policy, Tenant shall have tine right to provide the insurance required by this 'e 'bi "G" pursuant to blanket policies, but only if such blanket policies expressly provide coverage to the Premises and the Landlord as requimd bytbis Loan without regard to claims made under such policies with respect to other parsons, 3, Aliscelianeons. Tenant shall not keep, use, sell or error for sale In or upon die Premises any article which may be prohibited by any insurance policy periodically in Cone covering tic Premises, Elie Building or the Project. If any of Landlord's insurance policies shall be cancelled or cancellation shall he threatened or, die coverage thereunder reduced or threatened to be reduced in any way because of Elie use of tlic Premises or any part theroor by Tenant or any Assignee. subleount, licensee or invilcu or Tennnt and, If 'tenant fails to remedy Ilse condition giving rise to such cancellation, threatened cancellation, reduction ofcoverage, or lhrenlened reduciion ofcoveroge, with In 48 (hours after notice thereof, Landlord cony. Lit its option, either terminate this Lcnse or enter upon the Premises and nucirpi to remedy such condition. and Tenunl shall pruminly pay die cost Ihercol'lo Landlord ms Additional Rent, II'Lundlorl is unable, or elects not to remedy such condition, then Landlord slmll have all Of the remedies provided fur in Ills Lcnsu upon the occurrence or ran Event of pedudt. 'tenant shall not do or permit 10 IV (lane any ocl at• things upon or About the Premises or the Project, vtliich will: (a) result in the assertion or any defense by die Insurer to Any claim under, (b) invalidate Or (c) be In can Net wilh, the insurnnce policies of Landlord of Tenant covering the Building. the Premises or fixares and property therein. of which would Inerense the rate of lire insurance applicable to the Building or the Project to on amount higher than It Otherwise would be; and Tenant shall neither do nor permit to bo done Ally act or thing upon or About the Premises or the Building which shall or might subject Landlord to any liability or responsibility lair InJury to oily parson or pasons or to property. ll', its a result of any not or umissiun by or on the part or-renam or violation or this Leone, whether or 801 Wchdr Center Dr— Chu nf.Sanm,ana Leave .1 • Gxhrbit G 80A-465 not Landlord has consented to the same, the rate or"All Risk" or other type of Insurance maintained by Landlord on or with respect to We Building And Itxlures and property therein, shall be increased to an amount higher Wan it otherwise would be, Tenant shall reimburse Landlord for all Increases of Landlord's insurance premiums so caused within ten (10) days after delivery orwriden demand therefor by Landlord. In any action or proceeding wherein Landlord ond'renaut are parties, a schedule or "make-up" of totes for the project or the Premises issued by the body making fire insurance roles or established by Insurance carior providing coverage for We Building or demised premises simll be presumptive evidence or the Facts slated therein Including the Items and charges taken into consideration in Fixing the "All Risk" insurance rate than applicable to the Building or the Premises, $01 IVChOe C'enlrr Dr —CIO, of5untaAna Louse •?• Cahibit 0 80A-466 EXHIBIT 1 E EX PI I BIT "PI" REMEDIES Renhadlcs for Events of Defa ult 1. 1. Landlord's Rfolst To Terminate Iln4p Tenor Default. in the event orally Event of Default by Tenant as provided In Sec ten j5 J, of the Lease, Landlord shall have the right to terminate this Lines and recover possession of the Premises by giving written notice to Tenant or Landlord's election to terminate this Lease, In which event Landlord shall be entitled to receive from Tenant; (a) the worth at Ole time of award or Oily unpaid Rent which had been earned at the lime orsuch termination; plus (b) die worth at the lime of Award of Ole amount by which the unpaid Rent which would have been earned after lorminotion until the time oraward exceeds the amount ofsuch rental loss Tenant proves could have been reasonably avoided; plus (c) die worth at the time of award of Elie amount by which the unpaid Rent for tie balance of the Term after Elie time of award exceeds die amount crouch rental loss dun 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 perlbmi its obligations under fills Lease or which In the ordinary course or things would be likely to result therefrom; and (e) at Landlord's election, such other amounts In addition to or in doll of the foregoing as may be Permitted from time to time by applicable law. As used in douses (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 lit clause (a) above, "worth at the lime of award" shall be computed by discounting such amount at the Interest Rate. 1.2 Lmillhird's Right To Continue 1 ease Uoon Tenant Default, In die event of on Event of Default or this Lease mid abandonment of the Promises by Tanont, ff Landlord does not elect to terminate this Lease as provided in Section 1 I of this Exhibit " " Landlord may thorn time to time, without terminating this Lease, enforce all of its rights and remedies under this Lease. Without fmitng the foregoing; Landlord has file remedy described In California Civil Code Section 1951A (Landlord may continue this Lease in effbct after Tenant's breach and abandonment and recover Rent as it becomes due, if Tenant has the right to sublet or assign, subject only to reasonable limitations). 1.3 Right of Landlord to Perform. All covenants and agreements to be performed by Tenant under Oils Lease shall be performed by Tenant at Tenant's sole cost and expense. If Tenant shall foil to pay any gain of money, other than Base Rent, required to be paid by it hereunder or shall fail to perform any other act on Its Pun to be performed hereunder, then, in addition to and without prejudice to any other light or remedy of Landlord, Landlord may curs One same at the expense of Tenant: (a) immediately and without notice in tie case: (1) of emergency, (U) where such deththlt 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 tiny insurance policy maintained by Landlord, at (v) any Pailum of Tenant to perform Oily of its obligations under,Scotion 3 3 1 and Section IO.S of hits Tease above and (11) In any other ease if such default continues for ten (10) days from die 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 fag 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 tile case of default by Tenant In tie payment of Rent. This Section 1.3 of this Exhibit" -"shall survive the expiration or lamination of this Lease, 1,4 Lote. Pavmenk. If two (2) or more Rent Delinquencies shall occur In any twelve (12) month period, Landlord may, without prejudice to any other tights or remedies available to It, upon written notice to Tenant: (a) require all remaining monthly installments or 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 o la nnoith's Rent. 1.5, SubleAses of Tenant 1. Whether or not Landlord elects to terminate this Lease on account Oran Event of Default, Landlord shall have the right to either: (a) tenninate may and all subleases, hearses, concessions or other consensual arrangements entered Into by Tenant thal affect thin Promises or (b) in its sole discretion, elect to succeed to Tenant's Interest in such subleases, licenses, cuhcegsions 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. Efforls to Relet. No re-entry or taking of possession ordee Premises by Landlord following an Event of Default shall be construed as an election to lorminnte this Lease unless a written notice or such election shall be given to Tenant or unless the termination thereof be decreed by u court of competent jurisdiction, and Tenant's right to possession shall not be deemed to hove been terminated by efforts of Landlord to relet Elie Premises, by its Acts of maintenance or preservation with respect to the Premises, or by appointment of a recceWe' 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 relating of die Premises following any Event or Default without termination of this Lease by Landlord, Landlord may, At Ally time After such rebating, elect to terminate this Lease for oily Event of Default. To die ftlest extent permitted by Law, the proceeds crony reletting of the Pretnlsos shall be applied: (A) First, to pay to Landlord all costs and expenses of suelh minting (Including, without Palliation, costs and expenses orrelaking or repussessing fie Premises, removing persons And property Oherel'rmn, securing new tensile, Including expenses for redecoration, Alterations and other costs in connection with propm'ing Olin Premises for the new tenant, and if f.ondlord shall maintain and operate tie Premises, the costs thereof) and receivers' fees incurred in connection with the appointment orand performance by a receiver to Protect the Promises and Landlord's Interest order Oils Lease oil(] any necessary or reasonable nllerations; (b) second, to the payment of any Indebtedness orTenant to Landlord other [hall Rent due And unpaid hereunder; I third, to the pnymenl of Rent due gild unpaid hereunder; and (d) the residue, if any, shall be held by Landlord anti applied in payment ofother or nature obligations orTenant to Landlord Asthe same may become due and payable. And Tenant shall not he entitled to receive oily portion or such revenue. This scetian 3 or [his rXIIIIhit "Id" shall survive the expiration A"leruihation orthis Lease. 3. Cumubrlye Remedies, The specific remedlas to which Landlord may resort under the terms of this Lease are cumulative and are rat intended to be exclusive of tiny otherremedies ortocnn orn dress to which it may be howlbily entitled in case orally breach ur threnlaned breach by Tenant of any provisions orthis Lease. In Addition to the othu• remedies provided in (Iris Lease, Landlord shall be entitled to u restraint by injunction ofthe vhnludnn or ultcmpted nr threatened violation Orally Orille covenants. conditions ur provisions of This Lease or lO a decree compelling specific perfmhnance orally such covenants. conditions or provisions. In addition, upon the occurrence cram Event of Dul'ault by Tenant, If ilia Promises or Any portion thereof are sublet. Landlord, in Addition out without prejudice to Any other remedies herein pruvided or Provided by Law, may, at its ,Yell tVCfrle Crxmr Or-C(p'of5nulaarw Lrmre -1. Exhibit I I 80A-467 EXHIBIT 1 E option, collect directly from the sublessee all rentals becoming due to the Tenant and apply such rentnls against other sums due hereunder to Landlord. 4, waiver of Right of Rcd •nutinn. Tenant hereby waives for Tenant and for all those claiming under Tenant all right now or hereafter existing to redeem by order or judgment or any court or by any legal process or writ. TenanPs right or occupancy of the Premises oiler ally tcrminolion or Otis Lease. NoMithslonding any provision of this Lease to the contrary, the expiration or lemihhotion of this Lease and/or the termination orTennnt's rights to possession critic Premises shall not discharge, relieve orreleasc Tenant from any obligation or liability whatsoever underanyindemnityprovisionofthisLease,includingwithout]Iniiiationtheprovisionsof eci oFlheLease. ar!! IV' CYVJc CruMr Or - C7ry af.innhr .-Inn Lotta'r -2- kixhibii FI 80A-468 EXHIBIT I EXIT IBIT "1" NORM Or TENANT ESTOPPEL CERTIFICATE The undersigned as Tenant under that certaln Office Lease dated . 20�_ (Ilre "Lease") between CIF SANTANA, LLC, a Delmvere Jim Ited ]lability company, as landlord, and the undersigned, as tenant, for Premises on the floor orthe Office Building located at 801 West Civic Center Drive, Santa Ana, Cal ifomio cenites as follows: I, True, correct and complete copies of the Lease and all amendments, modifications and supplements Ihereto ore attached hereto and die Lease, as so amended, modified and supplemented, is in full force and effect, and represents the entire agreement between Tonant and Landlord with respect to the Premises and the Property. There ere no nmendments, mod tications 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 Promises, and die Commencement ➢ateorthe 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 become payable an 5, in accordance with die Lease, Rent commenced to aceme on , 20, .. b. The Term aftheLease expires on 7. The Lease provides for an option to extend the terns of die 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 tern or ilia 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 die provisions ortim Lease, and Tenant has accepted and taken possession of the Premises. 91 'there arc 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 orBase Rent, all Additional Rentand all monthly installments orestinumed Additional Rent have been paid when due through . The current monthly installment of Base Rent is S It. The undersigned aclmowicdges 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 inodgageo, prospective mortgagee, or prospective purchaser will be relying upon die statements contained hercin In making the loan or ncquiring the property or which the Premises are a part, and in accepting an assignment of the Lease as collateral security, end dirt receipt by it or this certificate is a condition of making of the loan or acquisition ofsuch property, Each individual executing this Estoppel Certificate on hehnll'nf Tenant hereby represents and warrants that Tenant is a duly Pormed and existing entity qualified to do business in California and that Tenant has frill right and audaority to execute and deliver this Estoppel Certifcate and that each person signing eh behaifof'I'ennnt is authorized to do so. Executed ut on the „_,_day of_, 20_. "Tenant": By: _ Name: R01 IVCi�ir CeulrrlA•—C7a•afSnnfnArrn Lnosn Eshibil I 'LFOO, . . EXHIBIT 1 E EXHIRIT aJ„ OPTIONS This Fn ildi IT consists of die followhng Schedules; Schedule l$I" (Extension Opdon[sl); Schedule 9.2" (Additional Space Opdon[sl); and Schedule "13" (Determination of FMRR), all of which are incorporated herein by this reference. Notwithstanding anything to die contrary in thin Leasei (a) oft of th s rights and options of Tenant that are described in this Exhibit'T' (collectively, the "Options") are and shall be personal to die Original Tenant, are not trnnsferabie end may only be exercised by the Original Tenant (and not by any assignee, sublessee ov other Transrerne or Tetnnl's interest in this Lease); and (b) the Extension Option and Right of First Offer may be exercised only on Via 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); li) any atiempted exercise by Tenant of the Extension Opdon,or Right of First Otter 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 undcr (Iris Lease more than two times, and (11) if as of the date that the EStaneloa Option or Tenait's lease of any leased First Right Space (defined below) would odberWise commence; (A) Tenant is in defhuh under this Lease or (B) Tenant has previously been in default under Oils 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 or written notice to Tenant. IN W Cfrlr Cvurur Dr— CIO, n%Snnm.Ann Lome Exhihii 1 80A-470 0:cu-0-lum Schedule "J-1^ Extension Ontimt I, Crunt of Option. Subject to all of die terms and conditions of this Schedule "J-l" In Connection With Tenant's lease of die Perri,,,,, Tenant shall have two (2) options (each an "Extension Option") to extend the tern of this Lease as to the entire Premises then subject to this Lease, each for an additional term (each "Extension Term') of mxty (60) months, subject to and upon ilia terns and conditions contained in Otis EdtAule := The Extension Term shall commence upon the day Immediately following the then scheduled Expiration Date, and shell 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 die Extension Option, Cie Extension Option (and any other rights to extend or renew the Tern) shall lapse and Tenant shall have no indu right to extend die Term of (tic Lease, (b) there shaft be no further options to extend the Tenn pursuant to this Schedute'9-1" or otherwise following the second (20t) Extension Term, (c) Tenant shall not be entitled to any credit against Rent or any other rent concession or rent allowance or abatement of Real, except as specifically provided in the delmidon of ilia FMRR, (d) the Base Rent for the Extension Term shall he as provided in Section I of this .SchC&IC , 1,=' 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 maybe 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 (121 and not less than nine (9) months prior to die then scheduled Expiration Date. If Tenant does not deliver an Extension Notice to Landlord within the time parted setforth above (time being of the essence), than Tenant shall be deemed to have forevcr waived and relinquished the Extension Option, and any other options or rights to renew or extend the Term eftedve after the then Expiration Dale shall terminate. 3 Annual Base [tent. The Base Rent payable for the Premises during an Extension Tenn (the "Extension Tern Rase Real') shall be equal to (a) the Rentable Area or the Premises then subject to this Lease, multiplied by (b) the FMRR of the Premises as of the first day (an "Adjustment Date) orsuch Extension Term, and shall badetermfned as follows. 3.1 trTcnant duly exercises the Extension Option, Landlord shall within thirty (30) days thereafter, deliver to Tenant a written notice (a "Market Rent Notice") or Landlord'sdeteramaidon of what Landlord then believes time FMRR (and Extension Tent Base Rent) would be for the Premises daring die Extension Term. 3.2 wit t� (16) days after Te umVs receipt of 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 Real) shall he as set forth In the Market Rent Notice, or (h) to reject LandloWs determination of the FMRR (mud Extens(on'renn Base Rent), in which care Cie F?JRR (and Extension Tenn Base Rent) shall be determined in accordance with schedule "j.3". 3.3 If Tenant rails to deliver Temiat's Market Rent Response Notice within ten (1 C) days after its reccipt ara Market Rent Notice (or fails in its Market Response Notice to expressly. reject Landlord's.detennination of the:Flr(RR (and Extension Term Rase Rent) set forth in a Markel Rent Notice), Tenant shall caimtusivcly be deemed to have accepted Landlord's determination or the FMRR (and Extension Term Base Rent) set forth in the Market Rent Notice. gill 61'CWic• Cauer tar—Ceb•ejinxra d". Lerre Exhibit 1 80A-471 EXHIBIT I Schedule d-2" Rishl of Firs,( OLrcr I EMI, Subject to ail of the ternis and conditions Of this xl ii E 1 11 „abl Tenant shell have the right (the "Right of First Oerm, to elect to t (ease any portion of die First Right Space (defined below) that becomes Available for Lease (defined below) at any time during the Tenn, The "Eliot Rig t Spacc"Orleans any space on the second (2nd) floor of the Building plat is not within the Prcmisos. A portion of the First Right Space shall be "Available Fla• Lease" If. (a) Lnudiord receives a Third Fatty Offer (darned below) Willi respect to such space, (b) such space is vacant or is scheduled to become vacant within six (6) months, and (a) such space is eat subject to oily (hell existing expansion or renewal rights orally type that is or arc set forth in shy lease affeeting space in the Project. "A Third Party Offs"' means an)' written offeror proposal for pie lease of all or any portion of the First Rigid Space that is delivered by Landlord to a third party, or that is received by Landlord from a third party, in either case, on leans that are acceptable to Landlord (excluding any such oilers or proposals that either; (i) relate to any expansion or renewal rights that are set forth in city lease affecting space in the Project that exists as of tie Effective pate or (if) are for the renewal or extension orthe lean of flits lease fir any (hell existing tenant of the applicable portion of the First Right Space), Prneedupa fat° OFfm' and Accontspeq, 2,1 First Offer Notice. Subject to the (stills and conditions of this Sghedula "J-2' If all or any portion of the First Right Space becomes Available for Lease, Landlord shill notify Tenant thereof in writing (tile "First Offer Notice")° The First Offer Notice shall also: (a) desoribo (and state the Reelable Area on the portion of the First Right Space that is then Available far Lease (the "Offered First flight Spaco"), (b) state the date (the "Offered Space Scheduled Commencement Date") upon which Landlord (lien believes the Offered First Right Space will be available for delivery to 'tenant, (c) state Landlord's determination of die economic leans (including the Base Real, Base Year, Improvement Allowanco, abated Rent and other Rear Concessions defined below) on which Landlord is willing to lease the Offered First Right Space to Tenant (die "Offered Terms"), and (d) state that the expiration or Tenant's lease of the First Right Space shall be ootarm[nous with the lease for the Promises, provided that; (i) if there shall be less than five (5) years remaining in the Temr as Of the at [lie Oflbred Space Scheduled Commencement Date for any Offered First Right Space, the First offer Notice shall state that Tenant's exercise orits Right cf first Offer With respect to such Offered First Right Space is conditioned upon Tenant concurrently examising an Extension Option (with it being understood and agreed that Tenant shall have no right under this Schedule "1-2' to lease oily portion of the First Right Spnee for which the Offered Space Scheduled Commencement Dale will occur during the last five (5) years of the Term unless, (A) at such time, Tenant shall have an unexereised Extension Option and (B) Tenant shall, in its Tenant's Acceptance Notice, exercise such Extension Option, 22 'I'c alldlif Aceentancc Notice, Tenant may exercise its right to lease die Offered First Right Space identified but any First Offer Notice only by delivering to landlord, not more than ten (10) business days after Landlord's delivery or the applicsble First Offer Notice, Written notice ("Tenant's Acceptance Notice") stating that Tenant accepts Landlord's Prior to lease the Offered First Right Space, Ir Tenant does not deliver Tenant's Acceptance Notice to Landlord Within five (5) business days alter Landlord's delivery crony First offer Notice, time being of flue essence; then subject to ec lolon 23 belnw, Tenant's Right of First Otter shall no longer apply to the applicable Offered First ,Right Space and, Landlord shall be free to lease the Oficred First Right Space described in the Ping Offer Notice to third parties selected by Landlord at such rental rates and upon such terms as Landlord ill its sole discretion may desire, 23 Landlord's Oblbatfon to Re-ORer Nolwithstanding flue foregoing, before loosing any Offered First Right Space to any other person p entity in economic Firsts terms brat , s more than ten percent (10%) more favorable (on an annualized oar effective rent basis) than die Offered Terms specified in the First Otter Nodes, subject to all oftie tern is and conditions of Iris Schedule "1.2", Landlord must re -offer such Offered First Right Space to Tenant on file more favorable economic lernis by delivering another First Offer Notice with respect to sttnh space in accordance with SeCO011 2.1 Of this Schedule 1-2" and Tenant shall again hnve the right to elect to lease such space by delivering a Tenant's ROM Acceptance Notice in accordance Willi Seoii, 1. 1.2(b) orthis Schedule "1-2" provided that Tenant shall have only five (5) business days after receipt of uny such First 01'1er Notice within which to deliver its Tenart's Acceptance Notice with respect to such Offered First !tight Space that is re -offered to Tenant in accordance with this Sictlan 2.3. 'form• Rent; Other Terms. 3,1 If Tenant duly exercises Its Right orPl-st Omer it, accordance with this Schedule "1.2" with respect to any OBcred First Right Space that is Identified in sty First Offer Notes (any such Splice "Leased First flight Spucu"), then; (a) 1110 term Ortha lease Of such leased First Right Spice shot[ commence upon the date (tile "First Right Commencement Date") that I.undlord tenders to Tenant delivery ofpogsession ofsuch Leased First Righ( Space, (b) tie expiration orTenant's lease of die Lensed First Right Spncc shell be coterminous with the termination critic lease for the then existing Prornlses, (c) except as expressly provided to tie conhmry in this Schedule ^J-2" , the remaining terms ol'TcrumVs lease ofsuch lensed First Right Space shall be the terns aid conditions orthis Lease (provued that all provisions or the Lease which vary breed upon tine Rentable Arse 0rilie premises shall be adjusted to reflect the addlUcia orthe Lensed First Right Splice (o the Premtses) and (b) Landlord and Tenant shall reasonably promptly thereafter execute nil amnndnient to this Lease air such (eased First Right Space upon the terms and eandidons as out firth in the First Oiler Notice, subject to the provisions orthis Sdtednle "J 1", 3.2 The ntonthfy base rent payable by Tamall With respect to tiny Leased First Right Space (the "ROFO Rent") shall emtnnence on the applicable First I(Ight Comnnencentenl Date and shall be equal to the product on (a) the number or square Icct of ((enlable Aran contained tit such Lensed First Right Space and (b) ilia FMRR I'or such Lensed First Ill& Space. If In the Applicable Acceptance Notice, Tctuml expressly rejects Landlord's talurithundou of die FMRR (and ROFO Rent) fir the applleuhle Leased First, Right Space, then die FIVIRI( (and ROPO Rent) fur such United First Riglil Space shall he determined in o icordanac with Scl_ iudg a "1.3", provided that irdle FNIRR (und ROFO Rant) for any Lcnsod First Right Spnue shall not be determined as ofdm First Right Cununesicuntont Dote. the parties shall utilize Londturd's Submined Prvf r(Ii (defined below) to delernline the ROfO Rent for the applicable Lensed First RighL Space, und if Tenan'i Sulaulaud FMRR shall be ultimmeiy selected pursuant u) 881 IVCPoir CknreeDr— 00, n/Snrern Arrrr Lease .1- Rxltihil 1 80A-472 EXHIBIT 1E SchcdnIa 1-3". Tenant all ofI be given a credit against ROFO Rent next duc hereunder equal to the amount orally averpayurent. II'Teanlit faits, in the applicable Acceptance Notice, to expressly reject Landlord's determination trifle FMRR and ROPO Rent) set forth h, die applicable First Offer Notice, then Tenant shall conclusively be deemed to have accepted Landlord's determination of the FMRR (and ROFO Rent) for the applicable Leased First Right Space as set forth in the applicable First Offer Notice, Notwithstanding anything to the contrary herehn. Tenant shut[ pay Additional Rent with respect to any Leased First Right Space in the same manner as for the Initial Promises, including, without llutitalion, 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 DOlygrw and Condition amassed First Right Snacel Delivery- Imarnvement. 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 shell 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. 3A.2 Tenant shall accept any Leased First Right Space In its then existing "AS IS" condition and state of repair, and Landlord shalt not be required to perform 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 &hall cause the Leased First Right Space to be demised prior to the date on which It Is delivered to Tenant, told (b) to the extent (and only to the extent) deurnihied in connection with de saillinaton of the FMRR for any Lensed Fist Right Space: (i) if such Leased First Right Space has not, prior to the date the some Is delivered to Tenant, previously been Improved, Landlord shall grant to Tenant, a rent firm 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 die construction of the initial Leasehold Improvements (if any) in such Leased First Right Space, The construction of all Lessehold Improvements by Tenant in any Leased First Right Space shall comply with the provisions orArlicle 10 ortne Lease Nat f 'Chic CenMr Dr— fig• nf$nnra Ann Leare -d- rixhil+il I 80A-473 Molt Ho.MIA Schedule"J-3" Delerminins MR, Fur purposes of determia ing tine FMRR, the ro Ilowiug procedure shall apply: I If Tenant duly exercises any Extension Option and duly rejects Landlord's determination (in its Mnrke( Rent Notice orthe FMRR for Ole Extension, then Landlord and Tenant shall endeavor to agree upon the FMRR for tie Extension Term on or before the Outside Agreement pate (defined below), if Landlord and Tenant are unable to agree upon the FMRR far the Extension Tenn on or before the Outside Agreement Date, then the FMRR fertile Extension Tamil shull be determined by arbitration pursuant to Szotion 2 orthig Schedule J-3", Tile "Outside Agreement Date" means the dale tint is ten (10) business days after the dale the( Tenant notifies Landlord, in its Market Rent Response Notice dint Tenant has rejected Landlord's initial delm4nlnation orthe FMRR for die Extension Terns. 2 If Landlord and Tenant shall fail to agree upon the FMRR for die Extension Term on or before the applicable Outside Agreement Date, then within ten (10) business days thereafter, each of Landlord and Tenant shall submit to the other its final detcratnatimt of the FMRR for the Extension Term and such final determinations shall be submited to nrbltration (as Tenant's and Landlord's "Submitted FMRR," respectively) In accordance with lie following: 2,1 Landlord end Tenant shall each appointees arbitrater who shall by profession be a real estate broker who shall have been active in the leasing orthe Project and the Comparable Buildings over the five (5) year period ending on the date of such appointmenL The determination ofthe 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 Extenslon Term, as determined by lie arbitrators, taking into account the requirements of this Schedule 1.3". Each such arbitrator shall be appointed within f fteen (15) business days after Ole Outside Agreement Date, 2.2 The two arbitrators so appointed shall, within ten (10) business days or 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 1.1 of this Schedule "J.3" (with respect to appointment of die initial two arbitrators). 2,3 The three arbitrators shall, within thirty (30) days ofthe appointment ofthe third arbitrator, reach a decision as to whether the parties shall use Landlord's or Tennnt's Submitted FMRR and shall notify Landlord and Tenant thoreor, provided that: (a) if either Landlord or Tenant falls to appoint an arbitrator within fifteen (I5) business day period described In Sec 1 of this Schedule "J-3", then the uibitralor appointed by the other party shall solely reach a decision as to the FMRR for Ole Extension Tenn and ratify Landlord and Tenant thereof within thirty (30) days fal(awhmg expiration of such fifteen (13) bushhcss day period, and such arbitrator's decision shall be binding upon Landlord and 'tenant, and (b) Willa two arblualors fuil to agree upon and appoint a third arbitrator, or both parties fail Io appoint an arbitrator, then Ole appointment of the third arbitrator or any arbitrator shall be dismissed and the matter to be decided shall be promptly submitted to arbitration under die provisions ofthe American Arbitration Association (die "AAA'), but subject to die Instructions set fordi in this Schedule "J.3". 2A The decision afthe majority ofthe lhreearbilmlors(or in ilia case ore decision made under clause In) or(b)or Surfed 3ofthis $ebedaie "1-3' the decision of the single inbitralor ar the arbitrators) appointed by the AAA) shall be binding upon Landlord and Tenant, shall be in writing and shall be non -appealable, and counterpart copies thereofshall be delivered to Landlord and Tenant. Ajudgment or order based upon such owned may be entered In any court of aompetanl jurisdidimn. In rendering their decision and award, the arbitrators shall have no power to vary, modify or amend any prevision oftils Lease. 2.5 Landlord and Tomint shall each bear 501/6of the cost of the arb(b'ation described In this Section 2 ofthis Schedule "1-3". ,411141'fAJv Cvular Dr —CIO, gfSruun rum Leniv •j- Exhil ii J 80A-474 EXHIBIT 1E EXfI[BIT 'IN" EYEBROW SIGN 1. Graut orlRlphts. In connection with Tenant's lease ol'the premises, subject to all of the terms and conditions of this rxh Rift ' ' Tenant shall have the non-exclusive right to cause Landlord to display signnge (the "Eyebrow Sign") identifying Tenant by its Business Name (defined below) on die Building in the location described in Section 71 orlhis Exhiyit',K,:• All orihe Tenant's rights under this ' " " ere personal to the Original Tenant and are not transferable in connection with any Transfer or otherwise. "Business Name" means only "City of Sane Ana", or any otherbuslnessor[rode naneofTenanlaratmot anObjecdonnbleName. "Objectionable Nafile" means any name fit ut: (a) relates to an entity that is are character or reputation, or Is associated with a political orientation or faction that is materially inconsistent with the quality cribs Project, or which would otherwise reasonably offend an institutional quality landlord orn building comparable to the Buildings in Downtown Santa Ana, taking into consideration lie size and visibility o'the Pylon Sign or(b) conflicts with Any then existing covenants in other leases of space in the Building or project. Lace final $ rcciYcatlans and Permits• 2.1 Subject to Section 2.2 of this Exhibit "K„ below, The Eyebrow Sign shall be located on the "eyebrow level,, orthe Building (Le„ just above the first floor of are 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 Speeilleations") of the Eyebrow Sign shall be approved by Landlord in its sole and absolute discretion. In addition, all of Tenant's rights under this Exhibitt'%" with respect to the Eyebrow Sign shall be subject to; (a) the receipt orand 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 are 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 " "above) and (b) place on or about the Building or Project (or on other signs for the Building or Project): (I) tilt name of (and/or other identifying Information for) Landlord, the Building and/or Project or (it) such other names, business names, trade names or offiliate, names representing Stich other teasing or persons, in either case, us Landlord shall determine in its sole and absolute discretion, 3 Cast nail Maintenance. The Eyebrow Sign shall be fabricated and installed by a contractor retained by Landlord; and shall be operated, and maintained by Landlord. Tenant shall, within ten (10) business days following Landlord's demand therefor, rciinbm•ae Landlord as Additional Rent, for all costs and expenses actually incurred by Landlord in connection with or relating to die fabrication, installation, operation, maintenance, repair, and eventual removal and disposal of the Eyebrow Sign, including, without limitation, the cost of utility charges and houk•up fees (if applicable), permits, and maintenance and repairs. The Leone of this Section 3 of this Exhibit "K" shall survive the expiration orearlier temmination orthis Lease, 4. Termination;. Removal, 4,1 Notwithstanding any provision of this Lease to the oonu•aty, by notice delivered to Tenant, Lnudlord may, at its option, elect to tnminnte all ofTenant's rights with respect to the Eyebrow Sign: (n) at any time that die Original Tenant (together with any Permitted State & County Tronsferees In accordance with Section 1I.I 2 above) is no longer leasing and occupying 20,000 RSF in the Building, (b) If this Lease is assigned to any Person, or (a) if any Event of Derau It occurs. 4.2 Upon the expiration or earlier term Inyli on of this Lease, or alter termination or Tenant's rights with respect to the Eyebrow Sign as provided above, Landlord may, at Tennnt's sole cost and expense remove the Eyebrow Sign from the Building and cause the areas in whiolt such Eyebrow Sign was located to be restored to the condition existing maned lately prior Le rime plucementofsuch sign (subject in ordinary wooe and tear) Tenant shall reluibursc Landlord for fill of its costs Incurred In connection Ciemwith in accordance With Section 3 of This Exhibit "R" above. The nunsorthis agetion 1.2of this Exhibit,W shall survive theexpiration or earlier tenuinntinn ofthis lease. 401 Ii'G'rre Cenler Dr— C!h•oj9nnui lla Leant .t• LxhibitK 80A-475 EXHIBIT 1E G\IdIRIT "L" STATE REQCIRUIRtNTS 1• If applicable, Landlord will provide a Seismic Certificate of Applicable Code in the form described in Sch&ft'%, I" with respect to seismic adequacy, 2. Landlord has provided the Accessibility Survey with respect to the Premises and Oa path of travel frondto pubilo transportation and public rights-oFway, parking and restroom areas attached hereto as Schedule•,_"L-2' Landlord will perform all work required to correct the conditions idemified in: (a) Fonn I (restrlping ADA stalls); (b) Form 3A (Item 2) (install on Intercom system Vint will alert dedicated personnel to assist those In need from the public sidewalk); (c) Form 13 (modify elevator panels to provide minimum toe kick cicomnce)t and (d) Form 16 (opdale the 2"a floor restruums). The condition identified in Form S (Stairs) will not be corrected, and is accepted by Tenant as an acceptable hardship, 3• Landlord will additionally provide s Verified Report Form G following completion of construction, M1 1P Cb•Lr Cciuur DI —Crq' ofMi nmdan Leave .I• Nhibh k 80A-476 EXHIBIT 1E Sch edule -L-1 ° 17ornt of So Is nil CcrtIflentc afApplIca hle Code (nllachedl I71 119115;31t234.1151 80A-477 EXHIBIT I 14 November 2o16 William Lee, Vice President Ocean West Capital Partners 315 W, 90' Street, Suite BOB Los Angeles, CA 90o15 133# 1610377 STRUCTURAL Subject: Seismic Certificate for California Department of General Service x Civi e 801 Civic Center Drive ENQINEEas Dear Mr. Lee: Attached please find the Seismic Certificate requested by California Department of General Service (DGS) for the 4 story building at 801 Civic Center Drive, Santa Ana, CA 92701, The building was constructed In about 1983. The certificate states that this building was designed to meet the 1976 or subsequent editions of the Uniform Bullding Code and does not have any one of the enumerated characteristics or conditions listed in the certificate. The building has the condition of: • Welded steel moment frames (WSMF) that constitute the primary seismic force -resisting system for the building, and • the structure was designed to code requirements preceding those of the 1997 edition of the Uniform Bullding Cale, However, the building has not: experienced an earthquake of sufficient magnitude and site peak ground motions that Inspection Is required when any of the condldons of Section 3,2 of FEMA 352 Indicate an Investigaton of beam -column connections Is warranted The certificate does not require any analysis of the building or any comparison to the latest Building Code. Any soft story, discontinuity or irregularity that may be present In the building may affect the performance of the building In the event or a large earthquake. Our professional services have been performed with the intent to meet the degree of care and skill ordinarily exercised by reputable structural engineers practicing In this or similar localities. No other warranty, expressed or Implied, Is made as to the professional advice or opinions included In this report, If you have any questions regarding Information presented In this letter or the attached certificate, please feel free to contact us. Sincerely, BRANDOW & JOHNSCON, INC. Ryan shoff, S.E., LE BD Al Prindip1l Attachment: Seismic Checklist Seismic Certificate G:\16\1610377 Ocean West 801 W Civic Cntr Santa Ana Seismic Cert\1610377 801 W Civic Center Seismic Certlticate letter,doc 18831 Von Karmen Avenue Suite 240 Irvine CA 92612 Tel. (949) 862-8500 Fax (949) 955-0794 80A-478 EXHIBIT 1E Seismic Certificate of Applicable Code I am a Stele of Californla licensed structural angineer, civil engineer Orarchitect and certify that the building located al; 801 Civic Center Drive, Santa Ana, CA 92701, was reviewed by me. This certification was either prepared by me or the bulk of work was performed under my direct supervision, 1 have no ownefshlp Interest In the subject property. A Certificate of Applicable Code may be provided If the entire building was constructed under a permit approved by the local jurisdiction and was designed to meet one of the following requirements: ©l998 or subsequent editions of the California Building Code; or, X 1976 or subsequent editions of the Uniform Building Code and the building does not have any one of the enumerated characteristics or conditions listed below: • Unrelnforced masonry elements, whether load -bearing or not; not including brick veneer; • Precast, prestressed, orpost-tensioned structural or architectural elements, except piles; • Flexible diaphragm (e.g., plywood) -shear wall (masonry or concrete) structural system constructed pursuant to editions of the Uniform Building Code prior to the 1997 edition; • Apparent additions, alterations, or repairs to the structural system made without a building permit; • Constructed on a site with a slope with one or more stories ap Nally below grade (taken as 50% or less) for a portion of their exterior; • Soft or weak story, Including wood frame structures with cripple walls, or is construction over first -story parking; • Seismic retrofit of the building, whether voluntary or mandated, whether partial or complete; • Repairs following an earthquake; • Welded steel moment frames (WSMF) that constitute the primary seismic force -resisting system for the building, and the structure was designed to code requirements preceding those of the.1097 edition of the Uniform Building Code, end the building site has experienced an earthquake of sufficient magnitude end site peak ground motions that inspection Is required when any of the conditions of Section 3,2 of FEMA 352 indicate an investigation of beam -column connections Is warranted; • Visible signs of distress or deterioration of structural or non-structural systems, e.g,, excessively cracked andlor spelling concrete wells or foundations, wood dry rot, etc, Documentation of the selected performance level evaluation will be retained by the preparer and shall be available to the State upon request, Name: Ryan Bishoff Firm: Srandow &, Johnston, Inc. Telephone Nc: 949.662.8610 License No: SE 0250 License Expiration pate; 06130117 11 /14/2016 Signature pate Comment: For a building not qualifying under the above criteria; an Independent Review must be performed. KELPS Option 2 30 Apd; 00 80A-479 EXHIBIT 1E SEISMIC SCREENING CHECKLIST Reviewer Name Projabt Nt a'.: Total Bldg. $q, Ft. AgeiicY ;•' , Total Lease Sq. Ft,. ' LocatlPn,,:' Hours of Use 1 Retrofit since 1976 No funherscresning required if doaumentalion of retrofit is provided. 2 A( Ty e of Sullaing & Pe of Construhtlon Tllf-U Pre 1933 8 1933 to 1976 `�s'oiv' 'a.....:iY Post 1916 Score Masonry10 8 1 Reinforced Concrete 7 5 1 Wood Frame 3 2 1 Steel 7 3 1 1 3',Holg ht; 0:13 Id116.1-n: StPKI6s., 'r'�"':.; r; _;. Max, number of stories ailowabIs' for screaningis6, Assign one point per story, Le., 1 min., 6max. Assign points as Indicated for counties as grouped in a, b, & c below (a) 12 points In Los Angeles, West 113 of San Bernardlno, Contra Costa, Riverside, Santa Clara, Alameda, Ventura, San Francisco, Merin (b) 9 points In Sonoma, Santa Barbara, San Mateo, Orange, San Diego, Inyo, San Luis Obispo, Napa, Kern, Monterey, Solano, Humboldt, Mendocino (c) 3 points to all other counties not listed above. . . fa N ave xa 1wenm nrya; am ze6WIF: M E9 On IEdI Nat ' I➢FI glYliN41Y� All other configuyations 6 Configuration, (PI an View). 3 1 3 7 7 7 7 Visible Defects Sub/ective scoring: 10 pointsmax, assignable forall defects observed. The following list Is of typloal things to look for. a pry rot; look for water stains on ceiling tiles and walls, b Damaged foundations; look for large cracks and misalignment c Sagging or shifted beams; look for bowing in center, check for position (parallel) relative to other members d Tilted wails or columns e Corrosion of steel; look for rust, Flaking, etc. Check for water stains. f Cracks greater than 118" in masonry or concrete g Check for any material that crumbles (wood, plaster, conc., etc) (1.10) TOTAL Total score of 20 or above requires standard seismic cartification. COPY 01 seimc UMfNLBI•W,Iaa.•18 41 1 • A 1 EXHIBIT 1E 801 II' Chlc C"Wer Dr— Ckv nfSmun Ann Gnmv sell ueuIc"L-2" Acccas16flity Survey fnllnched% L4*' 0 m • EXHIBIT 1E f=A11NW1P1Uvrvy "i'F W , Cuxror Cilv,"brCn 81iJ323 R='CC UIU.ao CRowerbtreH, 9rdm iaa pll Lna MyWax, pAIXat71 - rn:vlfia t9cf1 9111 VAM 4R . IL011E. aiagr.(AT# q I(�1 Pon KNmenAwuum, WN 120 Irivre, CA rualR V%lANd45}i9 March 10, 201J Sae w'd,un nheat, SO, TEn3 &n Erandaua, c0.altus alIST93J:(f Mr. W Illlam Lee 405A us Rotn" t Swey0uaa too Vice President trnprs flaw Ja cea.1a Isam"M Ocean West 121 Eaat2ard Mmi, OUT Awr 915 W. 9th Street, 5ulte 809 N"wyod' r y rama 91rr.B120sse Los Angeles, CA 90015 wumawuW.onm RE: 801 W. Civic Center, Santa Ana —Accessibility Checklist RESO Project Number; 142056 Dear William, Upon review of the a ccessl4111ty checkllst and survey of the site conditions, below is a summary of our findings and recommendatlons for correcting the noncompliant Items. In particular, remediatlon work For 3 specific Items on the 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 orrework parking surface Exterior Routes of Travel (Form 3A) o Item 1—Condition does notapply if accessible parking is relocated o Item 2—Alternate provision to provide an intercom system that will alertdedicated personnel to assist those in need Exterior Routes of Travel (form 38) Items 1 thru 2 o Conditlon does not apply If accessible parking is relocated .i Curb Ramps (Form 4) Items 1 thru 2 o Condition does not apply if accessible parking is relocated :.I Drinking Fountains (Form 5) o Drinking fountains are not required if tenant spaces have potablewater access of occupants. Romps (Form 7) o Condition does not apply if accessible parking is relocated .:: Stairs (Form 8) o Stair risers are%" hlgherthar code maximum, Remedlation would require the reconstruction of the stalrwells. The California bulldingcode has an explicit exception that would allow for such condition (118210.1 Exceptlon:2) provided DG5 accepts this as hardship, Building Entrances and Exits (Form 10) o Provide required signage and adjust door closer 401 PICA -le Ceomr Dr•. Or, n/'Sanat Anu Leas Gchilm K LO ' U A 46 EXHIBIT 1E Ducts and Gates (Form 11) o Reworkasraquired Elevators (Form 13) o Panels In the elevatorwill be reworked to provide the minimum required toe clearance distance 0 Toilet Facilities (Form 16) o Rework as required Of Slgnage (Form 19) o Provide slgnage as required ;} Alarms (Form 29) o Rework fire extinguisher cabinet Sincerely, Dickson 01, AIA Project Manager Pngo12 1346903.0234. 1751 Mrsim. k9 EXHIBIT "NP APPROVED GOVERNMENTAL )ENTITIES Stale of CPlifcmia—Employment Development Department State of Cal i forn is —Department of Rehabilitation County o f 0mnge — Social Services Agency SER Jobs for Progress —Title V Grant; Privalc NomProfil Rancho Santiago Community College District • Santa Ana College Goodwill lndustdi s ComerstonclJob Corps ,4Al Leas, .I. Exhibit K EXHIBIT 1E TABLE OF. CONTENTS PEE= ARTICLEI - DEFINITIONS................................................................................................................................................„.,..,........,.. I ARTICLE 2- LEASE OF PREMISES; COMMON AREAS; PARKING;SIONS............................................................. ....................3 ARTICLE 3 - DELIVERY; COMMENCEMENT; TERM; SURRENDER; HOLDING OVER........................................-................ 4 ARTICLE4- RENT AND OTHER CHARGES ....................................... .............................................................................................. .I ARTICLE5. TENANT'S TAXES .........................................................................................................................................................5 ARTICLE6. SECURITY DEPOSIT......................................................................................................................................................5 ARTICLE7- USE OF PREMISES .........................................................................................................................................................5 ARTICLE 8- UTILITIES AND SERVICES., .................................................................................... ..... 1 6 ARTICLE 9- MAINTENANCE AND REPAIRS............................................................................................................................ 6 ARTICLE10. ALTERATIONS ...............................................................................................................................................................6 ARTICLE I I - ASSIGNMENT AND SUBLETTINO.............................................................................................................................. 7 ARTICLE 12. SUBORDINATION AND ATTORNMENT; ESTOPPEL CERTIFICATES; FINANCIAL STATEMENTS ................8 ARTICLEI3. CASUALTY;TAKING-................................................................................................................................................8 ARTICLEM- INDEMNIFICATION AND INSURANCE ........... ........................ ..................... ................ ...... ......... ............ I ..... .,.,.,....,..9 ARTICLE IS- EVENTS OF DEFAULTAND REMEDIES ................ ........................................ ............................................................ 9 ARTICLE 16. LANDLORD'S DEFAULT; LANDLORD'S LIABILITY ............................................................................................ 10 ARTICLE17- MISCELLANEOUS.....................................................................................................................10 EXHIB1 "A" Depiction of the Premises P.XPITSIT"'B" Notice of Lease Term Dales EXHIBIT"C" Work Lettcr Agreement EXHIBIT"D" Rules and Regulations EXHIBIT"E" Additional Rent EXHIBIT"F" Services and Utilities EXHIBIT"0" Insurance Requirements EXHIBIT"H" Remedies EXHIBIT"I" Form of Tenant Estoppel Certificate EXHIBIT "7" Options EXHIBIT"K" Eycbrow Sign EXHIBIT"L" Stale Requirements EXHIBIT "M" Approved Governmental Entities 901W I,*CenserOr—Cin•njSnnro-ten Lew" TuFle of Commus I F' • I • 1 A A • • EXHIBIT 1F Memorandum of Understanding Lim Santa Ana Workforce Development Board and the Employment Development Department Wagner-Peyser and Employment Development Department Unemployment Insurance EXHIBIT 1F MEMORANDUM OF UNDERSTANDING 1) LEGAL AUTHORITY The Workforce Innovation and Opportunity Act ("WIOA") sec. 121(c)(1) requires that each Local Workforce Development Area develop and enter into a Memorandum of Understanding ( "MOU") with each America's Job Center of California ("AJCC") Partner, consistent with WIOA Sec, 121(c)(2). This requirement is further described in the WIOA; Joint Rule for Unified and Combined State Plans, Performance Accountability, and the AJCC System Joint Provisions: Final Rule at 20 CFR 678.500, 34 CFR 361.500, and 34 CFR 463.500, and in Federal guidance. Additionally, the sharing and allocation of infrastructure costs among AJCC Partners is governed by WIOA sec. 121(h), its implementing regulations, and the Federal Cost Principles contained in the Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (Uniform Guidance) at 2 CFR part 200. 2) PARTIES The parties to this MOU are the City Council of the City of Santa Ana, the Santa Ana Workforce Development Board ("SAWDB"), and the Employment Development Department Wagner-Peyser and Employment Development Department Unemployment Insurance ("EDD"), a collocated one - stop AJCC Partner located at the Santa Ana WORT{ Center, 801 W. Civic Center Drive, Suite 200, Santa Ana, CA 92701. 3) PURPOSE The purpose of the MOU is consistent with the provisions of WIOA sec. 121(c)(1), to establish a cooperative working relationship between the SAWDB and EDD, the collocated AJCC Partner, and to define their respective roles and responsibilities concerning the operation of the AJCC as it relates to shared services and customers. It serves to establish the framework for providing services to employers, employees, job seekers and others needing workforce services. It also serves to establish a framework to support the established service delivery through the sharing of resources and costs. 4) DURATION This MOU shall become effective as of the date of full execution of the MOU by all Parties ("Effective Date") and terminate June 30, 2022. This MOU shall supersede and cancel the existing Phase I MOU (A-2016-137B) between Employment Development Department Wagner-Peyser and Employment Development Department Unemployment Insurance ("EDD"), and the SAWDB, executed June 01, 2016, and Phase 11 MOU (A-2017-201) between EDD, and SAWDB, executed September 01, 2017. This MOU shall also cover any and all services provided by the Partner since October 1, 2018, until the Effective Date of this current MOU. This MOU will be reviewed not less than once every three years to ensure appropriate ftmding and delivery of services and to identify any substantial changes that require modification of this MOU. EXHIBIT 1F This MOU will remain in effect until the termination date, unless one of the conditions in section 32 occurs. 5) MODIFICATIONS AND REVISIONS This MOU and its Attachments 1, 2, 3, 3.1, 4, and 5 constitute the entire agreement between the parties, and no oral understanding not incorporated herein shall be binding on any of the parties hereto. This MOU may be modified, altered, or revised, as necessary, by mutual consent of the parties, by the issuance of a written amendment, signed and dated by the parties, which may require approval by the governing body of each Party. Assignment of responsibilities under this MOU by any of the parties shall require prior written notice and preapproval of all parties. Any assignee shall also commit in writing to the terms of this MOU. 6) SANTA ANA WORKFORCE DEVELOPMENT STRATEGIES Santa Ana's vision rests on integrating current and future resources through its SAWDB Partners. Integration suggests more than partnering or assembling multiple funding sources. It means malting certain that all elements of the workforce support system work together to create inviting and seamless services wherever a client enters the system. Santa Ana's vision is sensitive to the needs of its unique demographics, The SAWDB's overall strategies include: a) Identifying regional industry clusters (e.g., manufacturing cluster, medical cluster, etc.) to create new jobs in which Santa Ana's workforce can participate; b) Expanding small business development support as a creator of new jobs and method for growing the local tax base; c) Educating Santa Ana's current and future workforce through classroom pre -training and training activities, plus on-the-job training and workforce skill enhancement activities; d) Offering career pathway programs for both unemployed and employed adults and youth; e) Increasing access to jobs for disconnected and underserved populations, especially youth; t) Organizing, integrating and supporting social and other services through the SAWDB's network of partnerships, volunteer organizations, and established institutional resources; and, g) Assuring funding from all public, private, and other sources in support of its programs, 7) ONE -STOP SYSTEM & SERVICES A. LOCATION The AJCC is currently located in Santa Ana as follows: American Job Center (Comprehensive AJCC) Santa Ana WORK CENTER 801 W. Civic Center Drive, Suite 200 Santa Ana, CA 92701 (714).565-2600 Open to the Public: Monday — Friday 8:00 am-5:00 pm 80A-489 EXHIBIT 1F The AJCC is currently located at the Santa Ana WORK Center ("SAWC") as described in the Location of AJCC and all Partners, attached herein as Attachment I and incorporated herein by reference. Santa Ana ranks as the fourth densest city in the entire nation. SAWC, through its central location in downtown Santa Ana, shall provide and/or coordinate WIOA services to individuals, providing them with the necessary skills to participate in building a world -class workforce in Santa Ana. The SAWC offers the community a variety of informational, employment and training services based on individual needs. Those needs are met by the combined efforts of the SAWC Partners as described by the Santa Ana AJCC Partner Services, included herein as Attachment 2 and incorporated herein by reference. B. SERVICES PROVIDED AT THE SANTA ANA WORK CENTER Services and referrals provided at the SAWC by AJCC Partners may include, but are not limited to, the following: 1. Basic Career Services: a. Eligibility determination; b. Outreach, intake, and orientation to information and services; c. Initial assessment of skill levels, including: literacy, numeracy, and English proficiency; and, aptitudes, abilities, and support service needs; d. Labor exchange services, including: i. Job vacancy listings in labor market areas; ii. Information on job skills needed to obtain the vacant jobs; and, iii. Information relating to in -demand occupations, including earnings and opportunities for advancement; c. Provision of performance and program cost information on the Eligible Training Provider List ("ETPL") eligible programs by program and type of provider f. Provision of information in acceptable formats and languages that identify actual performance against performance accountability measures g. Provision of information related to support services h. Provision of information and assistance in filing Unemployment Insurance claims; and, i. Assistance in establishing eligibility for programs of financial aid assistance for training and education programs not funded through WIOA. 2. Individualized Career Services: a. Comprehensive and specialized assessment of skill levels and service needs including: Diagnostic testing; and, other assessment tools; b. In-depth interview and evaluation to determine barriers and goals; c. Development of Individual Employment Plan (lEP) to identify goals, objectives, and services; d. Group counseling; e. Individual counseling; f. Career planning; g. Short-term pre -vocational services, including: development of learning skills; communication skills; and, other soft skills to prepare individuals for employment or training, EXHIBIT 1F h. Workforce preparation activities, including: basic academic; and, obtaining other skills necessary for successful transition into postsecondary education, training or employment; i. Financial literacy services; and, j, Out -of -area job search assistance and relocation assistance. 3. Training Services: a. Occupational skills training; b. On -the -Job training; c. Incumbent worker training; d. Programs that combine workplace training with related instruction, which may include cooperative education programs; e. Training programs operated by the private sector; f. Skill upgrading and retraining; g. Entrepreneurial training programs; h. Transitional jobs; i. Job readiness training provided in combination with any of the aforementioned training Services; j. Adult education and literacy activities, including: activities of English language acquisition; and, integrated education and training programs provided concurrently or in combination with any of the aforementioned training services; lc. Customized training; 1. Internships and work experiences that are linked to careers; and, in. English language acquisition and integrated education and training program. 4. Employer Services: a. Recruitment and other business services on behalf of employers. C. SYSTEM STRUCTURE 1. AJCC ONE -STOP OPERATOR PROCUREMENT The SAWDB will procure the AJCC Operator through a competitive process in accordance with the Uniform Guidance Cost Principles contained in the Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards at 2 CFR part 200 (Uniform Guidance), including the Office of Management and Budget's (OMB) approved exceptions for the U.S. Department of Labor at 2 CFR part 2900, WIOA and its implementing regulations, and local procurement laws and regulations. All documentation for the competitive AJCC operator procurement will be available for public inspection. The State requires that the AJCC operator is re -competed at least every three years and no later than every four years. 2. ROLES AND RESPONSIBILITIES OF PARTIES a. Provision of Applicable Career Services and .Participation in Planning and Development: The parties to this MOU will work closely together to ensure that the AJCC is a high -performing work place with staff that ensure quality of service. The AJCC Partner has indicated they shall provide an array of applicable career services to clients as set forth in the Santa Ana AJCC Partner 80A-491 EXHIBIT 1F Services. The AJCC Partner agrees to the responsibilities required of all Partners under WIOA Section 121(b). In addition, the AJCC Partners will participate in joint planning, plan development, and modification of activities to accomplish the following: i. Continuous partnership building; ii. Continuous planning in response to state and federal requirements; and, id. Responsiveness to local and economic conditions, including employer needs. Parties agree to the co -enrollment of mutual customers in case management to better leverage the resources available for the benefit of the participant and enhance successful outcomes and participate in the operation of the one -stop system consistent with the terms of the MOU and requirements of authorized laws. Both parties agree to inform each other immediately when a customer violates an established policy that would require them to be banned from the center or behavior that requires police intervention. Parties agree to collaborate and reasonably assist each other in the development of necessary service delivery protocols for the services outlined in this MOU. Parties agree that the provisions contained herein are made subject to all applicable federal and state laws, implementing regulations, and guidelines imposed on either or all the parties relating to privacy rights of customers, maintenance of records, and other confidential information relating to customers. Parties agree that all equipment and furniture purchased by any party for purposes described herein shall remain the property of the purchaser after the termination of this MOU. b. Parties shall comply with: i. Section 188 of the WIOA Nondiscrimination and Equal Opportunity Regulations (29 CFR Part 38; Final Rule, published December 2, 2016); ii. Title VI and VII of the Civil Rights Act of 1964 (Public Law 88-352), as amended; iii. Section 504 of the Rehabilitation Act of 1973, as amended; iv. The Americans with Disabilities Act of 1990, as amended; V. The Jobs for Veterans Act (Public Law 107-288) pertaining to priority of service in programs funded by the U.S. Department of Labor; A. Training and Employment Guidance Letter (TELL) 37-14, Update on Complying with Nondiscrimination Requirements: Discrimination Based on Gender Identity, Gender Expression and Sex Stereotyping are Prohibited Forms of Sex Discrimination in the Workforce Development System and other guidance related to implementing WIOA sec. 188; vii. The Non-traditional Employment for Women Act of 1991; viii. The Age Discrimination Act of 1967, as amended; 80A-492 L:M H." NEW ix. The Age Discrimination Act of 1975, as amended; X. Title IX of the Education Amendments of 1972, as amended; xi. The Family Educational Rights and Privacy Act (FERPA) (20 U.S.C. § 1232g; 34 CFR part 99); xii. Title IX of the Education Amendments of 1972, as amended; xiii, Confidentiality requirements governing the protection and use of personal information held by the VR agency (34 CFR 36138); xiv. The confidentiality requirements governing the use of confidential information held by the State UI agency (20 CFR part 603); and, xv. All amendments to each, and all requirements imposed by the regulations issued pursuant to these acts. The Parties agree to inform each other immediately when a customer violates an established policy that would require them to be banned from the center or activity that requires policy intervention. 8) COLLOCATED AJCC PARTNER RESPONSIBILITIES Partner commits to collocation of staff, as appropriate, and to providing other professional learning opportunities that promote continuous quality improvement. Partner will further promote system integration to the maximum extent feasible through: a. Effective communication, information sharing, and collaboration with the AJCC operator; b. Joint planning, policy development, and system design processes; c. Commitment to the joint mission, vision, goals, strategies, and performance measures; d. The design and use of common intake, assessment, referral, and case management processes; e, The use of common and/or linked data management systems and data sharing methods, as appropriate; f. Leveraging of resources, including other public agency and non-profit organization services; g. Participation in a continuous improvement process designed to boost outcomes and increase customer satisfaction; and h. Participation in regularly scheduled Partner meetings to exchange information in support of the above and encourage program and staff integration. 7 80A-493 EXHIBIT 1 F Partner shall provide applicable career services to clients asset forth in the Santa Ana AJCC Partner Services. 9) REFERRALS The primary principle of the referral system is to provide integrated and seamless delivery of services to workers, job seekers, and employers. In order to facilitate such a, system, Partners will ensure and agree to: a. Familiarize themselves with the basic eligibility and participation requirements, as well as with the available services and benefits offered, for each of the Partners' programs represented in the AJCC network; b. Develop materials summarizing their program requirements and malting them available for Partners and customers; c. Develop and utilize common intake, eligibility determination, assessment, and registration forms, as appropriate; d. Provide substantive referrals to customers who are eligible for supplemental and complementary services and benefits under Partner programs; e, Regularly evaluate ways to improve the referral process, including the use of customer satisfaction surveys; f. Commit to robust and ongoing communication required for an effective referral process; g. Commit to actively follow up on the results of referrals and assuring that Partner resources are being leveraged at an optimal level; h. Ensure that intake and referral processes are customer -centered with the intent to provide high quality customer service; i. Ensure that general information regarding AJCC programs, services, activities, and resources shall be made available to all customers as appropriate; j. Ensure that referrals will be made via email or other electronic means; k. Ensure that referrals will include a direct link or access to other AJCC Partner staff that can provide meaningful information or service, through the use of co -location, or real-time technology (two-way communication and interaction with AJCC Partners that results in services needed by the customer); and, 1. Ensure that the referral process will include specific staff name, the activity required, desired outcome and a method for communicating back to the referring agency that the service need was addressed. 1 . . • . EXHIBIT 1F 10) SUPERVISION/DAY TO DAY OPERATIONS a, Day -to -Day Supervision The day-to-day supervision of staff assigned to the AJCCs will be the responsibility of the site supervisor(s). Partner will continue to set the priorities of its staff assigned to the AJCC. Any change in work assignments or any concerns involving the responsibilities of the parties which occur at the worksite will be handled by the site supervisor(s) and Partner management. b. Santa Ana WORK Center Hours of Operation The SAWC is open for business; Monday through Friday from 9:00 am until 5:00 pm, c. Partner Staff Office Hours The office hours for Partner staff at the AJCC will be established by the Partner. All Partner staff will comply with their corresponding holiday schedule and will provide a copy of their holiday schedule to the SAWDB and SAWC at the beginning of each fiscal year. d Building Accessibility All Partner staff assigned to the SAWC will be issued an access card to SAWC suite 200 and a parking lot pass that allows them to enter and exit the parking lot. It is all individual staffs responsibility to keep them secure. Should they damage or lose them they can be replace by the SAWDB at the expense of the individual agency staff. e. Benefits Each party shall be solely liable and responsible for providing to, or on behalf of, its employee(s), all legally -required employee benefits. In addition, each party shall be solely responsive and hold all other parties harmless from all matters relating to payment of each party's employee(s), including compliance with social security withholding, workers' compensation, and all other regulations governing such matters. 11) AJCC OPERATING BUDGET The purpose of this section is to establish a financial plan, including terms and conditions, to fund. the services and operating costs of the local AJCC. The parties to this MOU agree that joint funding is a necessary foundation for an integrated service delivery system. The goal of the operating budget is to develop a funding mechanism that: a. Establishes and maintains the Local workforce delivery system at a level that meets the needs of the job seekers and businesses in the Local area; b, Reduces duplication and maximizes program impact through the sharing of services, resources, and technologies among Partners (thereby improving each program's effectiveness); 80A-495 EXHIBIT 1F c. Reduces overhead costs for any one Partner by streamlining and sharing financial, procurement, and facility costs; d. Ensures that costs are appropriately shared by AJCC Partners by determining contributions based on the proportionate use of the AJCC centers and relative benefits received, and requiring that all funds are spent solely for allowable purposes in a manner consistent with the applicable authorizing statutes and all other applicable legal requirements, including the Uniform Guidance; and, e, All parties will meet and confer regarding replacement, acquisition, cleaning and maintenance of furnishings. The parties consider this AJCC operating budget the master budget that is necessary to maintain the SAWDB's high -standard AJCC, It includes the following cost categories, as required by WIOA and its implementing regulations: a. Infrastructure costs (also separately outlined below in the Infrastructure Funding Agreement); b. Career services; and c. Shared services. All costs must be included in the MOU, allocated according to the AJCC Partner's proportionate use and relative benefits received, reconciled every six (6) months against actual costs incurred, and adjusted accordingly. The AJCC operating budget is expected to be transparent and negotiated among Partners on an equitable basis to ensure costs are shared appropriately. All Partners must negotiate in good faith and seek to establish outcomes that are reasonable and fair. All Partners must adhere and reference the rules and regulations included in the executed Office Lease, attached hereto as Attachment 5 and incorporated herein by reference. 12) INFRASTRUCTURE FUNDING AGREEMENT The Infrastructure Funding Agreement ("IFA") contains the infrastructure costs budget that is an integral component of the overall AJCC operating budget. The IFA is a mandatory component of the local MOU, described in WIOA sec. 121(c) and 20 CFR 678.500 and 678.755. The IFA contains the AJCC Comprehensive Infrastructure Budget, and Other System Cost Budget, included herein as Attachment 3 and incorporated herein by reference, that is an integral component of the overall AJCC operating budget. The other component of the IFA is the Applicable Career Services, attached herein as Attachment 3-1 and incorporated herein by reference, which includes the shared operating costs and shared services. The overall AJCC operating budget includes the Comprehensive Cost Allocation and Partner Contributions, attached herein as Attachment 4 and incorporated herein by reference. AJCC infrastructure costs are defined as non -personnel costs that are necessary for the general operation of the AJCC, including, but not limited to: 4 Rental of the facilities; b. Utilities and maintenance; 10 Li I]U� � • EXHIBIT V c. Equipment, including assessment -related products and assistive technology for individuals with disabilities; and, d, Technology to facilitate access to the AJCC, including technology used for the center's planning and outreach activities. Changes in the AJCC Partners or an appeal by an AJCC Partner's infrastructure cost contributions will require an amendment of the MOU. 13) COST ALLOCATION METHODOLOGY The purpose of this infrastructure cost sharing methodology is to summarize, in writing, the methods and procedures that the SAWDB will use to share costs with the AJCC Partner. The AJCC Partner agrees that it will be charged on a monthly basis according to the following cost sharing methodology, and that monthly payment will be submitted within the first ten (10) calendar days of each month. 14) INFRASTRUCTURE COST ALLOCATION METHODOLOGY a. Rent Costs: Rent costs shall be based only on the base rent. The base rent is derived from the total assigned square footage, calculating the percentage of usage by AJCC Partner and applying that percentage to the common area square footage. Assigned square footage plus the percentage of common area square footage equals total square footage for each AJCC Partner. Total square footage for each AJCC Partner multiplied by the base rent per square foot equals total base rent for each AJCC Partner as indicated in the AJCC Comprehensive Infrastructure Budget, and Other System Cost Budget and the Comprehensive Cost Allocation and Partner Contributions. The base rent has an annual increase of no more than 3% over the five-year life of the Office Lease document (Attachment 5 attached herewith and incorporated herein by reference). b. Utilities and Maintenance: This section includes only telephone services, which includes voice -mail on AJCC Partners' phones. Costs for staff phones are charged based on the AJCC Partner's assigned space. Common area phones will be charged according to space allocation. c. Telephones: Telephone costs include the cost of purchasing and installing a new phone system utilized by the AJCC Partners. Telephone costs are based on the actual cost for telephones in assigned spaces. Common area telephones are allocated based on percentage of space allocation. d. Technology and Internet Access Costs: Installation of Network Wireless Bridge will be a monthly charge based on costs from the vendors (see Attachment 3). The cost per AJCC Partner is derived from the calculation of total percentage of space used by each AJCC Partner. Recurring monthly charges for Internet, Wi-Fi and other technology charges are allocated based on the percentage of total space allocated. Access Card System installation and programing of the key card system, Data & Phone cabling and Switches will be a monthly charge to all collocated Partners based on allocated space. 15) INFRASTRUCTURE CONTRIBUTIONS The AJCC Partner may provide cash, non -cash (in- kind), and third -party in -kind contributions to cover its share of infrastructure costs. In -kind contributions cannot be used to fund non- 11 80A-497 EXHIBIT IF infrastructure costs (such as personnel), and must be valued consistent with Uniform Guidance Section 200.306 to ensure such contributions are fairly evaluated and qualify for the AJCC Partner's proportionate share. If third -party in -kind contributions are made to support the AJCC as a whole (such as facility space), that contribution will not count toward the AJCC Partner's proportionate share of the infrastructure. Rather, the value of the contribution will be applied to the overall infrastructure budget prior to determining proportionate amounts and thereby reduce the contribution required for all AJCC Partners. a. Cash Cash funds provided to the SAWDB, or its designee, by AJCC Partners, either directly or by an interagency transfer, or by a third party. b. Nan -Cash Expenditures incurred by AJCC Partners on behalf of the AJCC; and Non -cash contributions or goods or services contributed by a Partner program and used by the AJCC. c. Third-TartyXn-kind Contributions of space, equipment, technology, non -personnel services, or other like items to support the infrastructure costs associated with AJCC operations, by a non-AJCC Partner to: Support the AJCC in general; or, Support the proportionate share of AJCC infrastructure costs of a specific Partner [20 CFR 678.720; 20 CFR 678.760; 34 CFR 361.720; 34 CFR 361,760; 34• CFR 463.720; and 34 CFR 463.760]. 16) OTHER AJCC DELIVERY SYSTEM COSTS In compliance with WIOA Joint Rule Section 678.760, the AJCC Partners will use a portion of funds made available under their authorizing federal statute (or fairly evaluated in -kind contributions) to share the additional costs relating to the operation of the One -Stop delivery system. These costs may be shared through cash, non -cash, or third -patty in -kind contributions. As required by WSDt6-09, the amount of finds that the AJCC Partner has budgeted to expend on applicable career services and other shared services, which cumulatively with the other AJCC Partners budgeted amounts shall form the Comprehensive Cost Allocation and Partner Contributions. a. Career Services Applicable to the AJCC Partner The AJCC Partner shall provide applicable career services to clients as set forth in the Santa Ana AJCC Partner Services. The agreed upon Applicable Career Services Budget is set forth in Attachment 3-1 attached hereto and incorporated herein by reference. This budget consists of the AJCC Partner's costs for the service delivery of each applicable career service indicated in the Santa Ana AJCC Partner Services. b. Required Consolidated Budget for the Delivery of "Applicable Career Services" The other system costs budget must be a consolidated budget for applicable career services. This budget must include each of the Partner's costs for the service delivery of each applicable career 12 FOOTIUM go service and a consolidated system budget for career services applicable to more than one Partner as indicated in the Comprehensive Cost Allocation and Partner Contributions, AJCC Partners understand that while only collocated Partners share infrastructure costs, at this time, all AJCC Partners must share in other System costs through non -cash (in -kind) contributions as set forth herein. 17) DATA SHARING "Workforce Services Directive 16-23 from the Employment Development Department and the California Workforce Development Board, mandates the use of one integrated data system. Accordingly, all Title I Workforce Innovation and Opportunity Act (WIOA) recipients and sub - recipients are required to be direct entry into CalJOBS." Parties further agree that the collection, use, and disclosure of customers' personally identifiable information (PII) is subject to various requirements set forth in Federal and State privacy laws. Partners acknowledge that the execution of this MOU, by itself, does not function to satisfy all of these requirements. All data, including customer PII, collected, used, and disclosed by Partners will be subject to the following: a. Customer PIT will be properly secured in accordance with the SAWDB's policies and procedures regarding the safeguarding of PII; b. The collection, use, and disclosure of customer education records, and the PII contained therein, as defined under FERPA, shall comply with FERPA and applicable State privacy laws; c. All confidential data contained in Unemployment Insurance wage. records must be protected in accordance with the requirements set forth in 20 CFR part 603; d. All personal information contained in Vocational Rehabilitation records must be protected in accordance with the requirements set forth in 34 CFR 361.38; e. Customer data may be shared with other programs, for those programs' purposes, within the AJCC network only after the informed written consent of the individual has been obtained, where required; f Customer data will be kept confidential, consistent with Federal and State privacy laws and regulations; and, g. All data exchange activity will be conducted in machine readable format, such as HTML or PDF, for example, and in compliance with Section 508 of the Rehabilitation Act of 1973, as amended (29 U.S.C. § 794 (d)). All AJCC and Partner staff will be trained in the protection, use, and disclosure requirements governing PIT and any other confidential data for all applicable programs, including FERPA- 13 80A-499 �*z[it131t11M protected education records, confidential information in UI records, and personal information in VR records. 18) CONFIDENTIALITY All parties expressly agree to abide by all applicable Federal, State, and local laws and regulations regarding confidential information, including PII from educational records, such as but not limited to 20 CFR Part 603, 45 CFR Section 205,50, 20 USC 1232g and 34 CFR part 99, and 34 CFR 361.38, as well as any applicable State and local laws and regulations. Each party will ensure that the collection and use of any information, systems, or records that contain PII and other personal or confidential information will be limited to purposes that support the programs and activities described in this MOU and will comply with applicable law. Each party will ensure that access to software systems and files under its control that contain PH or other personal or confidential information will be limited to authorized staff members who are assigned responsibilities in support of the services and activities described herein and will comply with applicable law. Each party expressly agrees to take measures to ensure that no PII or other personal or confidential information is accessible by unauthorized individuals. To the extent that confidential, private, or otherwise protected information needs to be shared amongst the parties for the parties' performance of their obligations under this MOU, and to the extent that such sharing is permitted by applicable law, the appropriate data sharing agreements will be created and required confidentiality and ethical certifications will be signed by authorized individuals. With respect to confidential unemployment insurance information, any such data sharing must comply with all of the requirements in 20 CFR Part 603, including but not limited to requirements for an agreement consistent with 20 CFR 603.10, payments of costs, and permissible disclosures. With respect to the use and disclosure of FERPA-protected customer education records and the PII contained therein, any such data sharing agreement must comply with all of the requirements set forth in 20 U.S.C. § 1232g and 34 CFR Part 99. With respect to the use and disclosure of personal information contained in VR records, any such data sharing agreement must comply with all of the requirements set forth in 34 CPR 361.38. 19) PRESS RELEASES AND COMMUNICATIONS All parties shall be consulted and notified prior to communicating with the press, television, radio or any other form of media regarding its duties or performance under this MOU. Participation of each party in press/media presentations will be determined by each party's public relations policies. The parties agree to utilize the AJCC logo developed by the State of California and the SAWi)B on buildings identified for AJCC usage. 80A-500 EXHIBIT 1F 20) ACCESSIBILITY Accessibility to the services provided by the AJCCs and all Partner agencies is essential to meeting the requirements and goals of the local AJCC network. Job seekers and businesses must be able to access all information relevant to them via visits to physical locations as well as in virtual spaces, regardless of gender, age, race, religion, national origin, disability, veteran's status, or on the basis of any other classification protected under state or federal law. 21) NON-DISCRIMINATION AND EQUAL OPPORTUNITY All parties to this MOU certify that they prohibit, and will continue to prohibit, discrimination, and they certify that no person, otherwise qualified, is denied employment, services, or other benefits on the basis of: (i) political or religious opinion or affiliation, marital status, sexual orientation, gender, gender identification and/or expression, race, color, creed, or national origin; (ii) sex or age, except when age or sex constitutes a bona fide occupational qualification; or (iii) the physical or mental disability of a qualified individual with a disability. 22) GRIEVANCES AND COMPLAINTS PROCEDURE The AJCC Partner agrees to establish and maintain a procedure for grievance and complaints as outlined in WIOA. The process for handling grievances and complaints is applicable to customers and Partners. These procedures will allow the customer or entity filing the complaint to exhaust every administrative level in receiving a fair and complete hearing and resolution of their grievance. The Partner further agrees to communicate openly and directly to resolve any problems or disputes related to the provision of services in a cooperative manner and at the lowest level of intervention possible. All Partners agree to inform each other immediately when a customer violates an established policy that would require them to be banned from the center or involves police authorities. 23) AMERICAN'S WITH DISABILITIES ACT AND AMENDMENTS COMPLIANCE The AJCC Partner agrees to ensure that the policies and procedures as well as the programs and services provided at the AJCC are in compliance with the Americans with Disabilities Act ("ADA") and its amendments. Additionally, the SAWDB and the AJCC Partners will ensure that policies and procedures established by the SAWDB and the AJCC Partners are in compliance with the ADA. 24) HOLD HARMLESS/INDEMNIFICATION/LIABILITY In accordance with provisions of Section 895.4 of the California Government Code, each signatory hereby agrees to indemnify, defend and hold harmless all other signatories identified in this MOU from and against any and all claims, demands, damages and costs arising out of or resulting from any negligent acts or omissions which arise from the performance of the obligations by such indemnifying party pursuant to this MOU. In addition, except for Departments of the State of California which cannot provide for indemnification of court costs and attorney's fees under the indemnification policy of the State of California, all signatories to this MOU agree to indemnify, defend and hold harmless each other from and against all court costs and attorney's fees arising out of or resulting from any negligent acts or omissions which arise from the performance of the 15 80A-501 EXHIBIT 1F obligations by such indemnifying party pursuant to this MOU. It is understood and agreed that all indemnity provided herein shall survive the termination of this MOU. 25) SEVERABILITY If any part of this MOU is found to be null and void or is otherwise stricken, the rest of this MOU shall remain in force. 26) DRUG AND ALCOHOL -FREE WORKPLACE All parties to this MOU certify they will comply with the Drug -Free Workplace Act of 1988, 41 U.S.C. 702 et seq., and 2 CFR part 182 which require that all organizations receiving grants from any Federal agency maintain a drug -free workplace. The recipient must notify the awarding office if an employee of the recipient is convicted of violating a criminal drug statute. Failure to comply with these requirements may be cause for suspension or debarment under 2 CFR part 180, as adopted by the U.S. Department of Education at 2 CFR 3485, and the U.S. Department of Labor regulations at 29 CFR part 94. 27) CERTIFICATION REGARDING LOBBYING All parties shall comply with the Byrd Anti -Lobbying Amendment (31 U.S.C. Sectionl352), 29 C.F.R. Part 93, and 34 CFR part 82, as well as the requirements in the Uniform Guidance at 2 CFR 200.450. The parties shall not lobby federal entities using federal funds and will disclose lobbying activities as required by law and regulations. 28) DEBARMENT AND SUSPENSION All parties shall comply with the debarment and suspension requirements (E.0.12549 andl2689) and 2 CFR part 180 and as adopted by the U.S. Department of Labor at 29 CFR part 2998 and by the U.S. Department of Education at 2 CFR 3485. 29) PRIORITY OF SERVICE All parties certify that they will adhere to all statutes, regulations, policies, and plans regarding priority of service, including, but not limited to, priority of service for veterans and their eligible spouses, and priority of service for the WIOA title I Adult program, as required by 38 U.S.C. sec. 4215 and its implementing regulations and guidance, and WIOA sec. 134(c)(3)(E) and its implementing regulations and guidance. Partners will target recruitment of special populations that receive a focus for services under WIOA, such as individuals with disabilities, Iow-income individuals, basic skills deficient youth, and English language learners, 30) BUY AMERICAN PROVISION Each party that receives funds made available under title I or II of WIOA or under the Wagner- Peyser Act (29 U,S.C. Section 49, et. seq.) certifies that it will comply with Sections 8301 through 8303 of. title 41 of the United States Code (commonly known as the "Buy American Act.") and as referenced in WIOA Section 502 and 20 CFR 683.200(f). 16 80A-502 EXHIBIT IF 31) SALARY COMPENSATION AND BONUS LIMITATIONS Each party certifies that, when operating grants fielded by the U.S. Department of Labor, it complies with TEGL 05-06, Implementing the Salary and Bonus Limitations in Public Law 109- 234, TEGL 17-15, Workforce Innovation and Opportunity Act (WIOA) Adult, Dislocated Worker and Youth Activities Program Allotments for Program Year (PY) 2017; Final PY 2017 Allotments for the Wagner-Peyser Act Employment Service (ES) Program Allotments; and Workforce Information Grants to States Allotments for PY 2017, Public Laws 114-113 (Division H, title I, Section 105) and 114-223, and WIOA section 194(15)(A), restricting the use of federal grant funds for compensation and bonuses of an individual, whether charged to either direct or indirect, at a rate in excess of the Federal Office of Personnel Management Executive Level II. 32) TERMINATION This MOU will remain in effect until the end date specified in section 4 above, unless: a, Federal oversight agencies charged with the administration of WIOA are unable to appropriate funds or if funds are not otherwise made available for continued performance for any fiscal period of this MOU succeeding the first fiscal period. Any party unable to perform pursuant to MOU due to lack of funding shall notify the other parties as soon as the party has knowledge that funds may be unavailable for the continuation of activities under this MOU; b. WIOA is repealed or superseded by subsequent federal law; c. Local area designation is changed under WIOA; and, d. A party breaches any provision of this MOU and such breach is not cured within thirty (30) days after receiving written notice from the SAWD13 Chair (or designee) specifying such breach in reasonable detail. In such event, the non -breaching party(s) shall have the right to terminate this MOU by giving written notice thereof to the party in breach, upon which termination will go into effect immediately. In the event of termination, the parties to the MOU must convene within thirty (30) calendar days after the breach of the MOU to discuss the formation of the successor MOU. At that time, allocated costs must be addressed. This MOU is of no force or effect until signed by authorized representatives of the participating parties, and approved by the Chief Local Elected Official or his/her designee. The MOU, once signed, becomes part of the local WIOA Plan. Any party may withdraw from this MOU by giving written notice of intent to withdraw at least thirty (30) calendar days in advance of the effective withdrawal date. If agreed to by all parties, the timeframes for notice may be reduced or extended. Notice of withdrawal shall be given to the SAWDB at the address listed in the signed attachments of this MOU, and to the contact person so listed, considering any information updates received by the parties, a courtesy notification shall be made to all parties of this MOU in a timely mamier. 17 80A-503 EXHIBIT 1 F 33) NOTICES All notices, requests, claims, correspondence, reports, statements authorized or required by this Agreement, and/or other communications shall be addressed as follows: City of Santa Ana: City of Santa Ana Administration Services 801 W. Civic Center Dr,, Suite 200 Santa Ana, CA 92701 PARTNER: Employment Development Department 801 West Civic Center Drive, Suite 200 Santa Ana, CA 92701 34) INSURANCE The AJCC Partners agree that their current in force insurance or self-insurance coverage programs shall apply to their operations performed under the Workforce innovation Opportunity Act and at the SAWC, including commercial general liability, property damage liability, business personal property, workers' compensation and employee dishonesty/crime coverages. The City of Santa Ana shall be named as additional insured for such insurance and the coverage shall be primary and non-contributory with regard to the City. 35) AUTHORITY AND SIGNATURES The individuals signing this MOU and its attachments, which are incorporated herein by reference, have the authority to commit the party they represent to the terms of this MOU, and do so commit by signing. ATTACHMENTS Attachment 1: AJCC Partners Location and Map Attachment 2: Santa Ana AJCC Partner Services Attachment 3: AJCC Comprehensive Infrastructure Budget, and Other System Cost Budget Attachment 3-1: Applicable Career Services Attachment 4: Comprehensive Cost Allocation and Partner Contributions Attachment 5: Office Lease lu 80A-504 THIS MEMORANDUM OF UNDERSTANDING is hereby signed and agreed to on the date first written above. FOR THE CITY OF SANTA ANA Attest: Norma Mitre, Acting Cleric of the Council Recommended for Approval: Steven A. Mendoza, Executive Director Community Development Agency City of Santa Ana: Kristine Ridge, City Manager as to Form: ifalho, City Attorney FOR SANTA ANA WORKFORCE DEVELOPMENT BOARD Stacey Sanchez, Chair Assistant City Attorney FOR AMERICA'S JOB CENTER OF CALIFORNIA PARTNER Employment Development Department Wagner-Peyser & Unemployment Insurance AJCC Partner Rob laudio Date Deputy Division Chief 2450 E. Lincoln Ave., Anaheim, CA 92806 Maria Chuayiuso Employment Development Administrator 7000 Village Dr., Ste #110. Buena Park, CA 90621 Date 19 80A-505 EXH IkiptthMnt 1 AJCC Partners Location and Map Partner Program Partner Authorization/Category Physically Organization Co -Located Title I Adult, Dislocated City of Santa Ana WIOA Title 1 Adult, Dislocated Workers, Youth Workers and Youth Programs Yes programs Rancho Santiago WIOA title II Adult Education and Family Adult Education/ Community College Literacy Act (AEFLA) program Career and technical education (CTE) Literacy and Carl Perkins District Career Technical programs at the postsecondary level, No authorized under the Carl D. Perkins Career Education and Technical Education Act of 2006 (20 U.S.C. 2301 et seq.) Wagner-Peyser Employment WIOA title III Wagner-Peyser Employment Development Services, authorized under the Wagner-Peyser Yes Department (El Act (29 U.S.C. 49 et seq.), also providing the state's public labor exchange. Veterans Employment Development Jabs for Veterans State Grants (JVSG), Yes authorized under chapter 41 of title 38, U.S.C. Department (EDD) Employment Trade Adjustment Assistance (TAA), Trade Act Development authorized under chapter 2 of title II of the Yes Department (El Trade Act of 1974 (19 U.S.C. 2271et seq.) Unemployment Employment Unemployment Insurance (UI) programs under Insurance (UI) Development state unemployment compensation laws, No Department (EDD) State Department of WIOA title IV State Vocational Rehabilitation Vocational Rehabilitation program authorized under title I of the Yes Rehabilitation Services Rehabilitation Act of 1973 (29 U.S.C. 720 et seq.) Temporary Assistance Social Service Temporary Assistance for Needy Families for Needy Families Agency -Family Self- (TANF), authorized under part A of title IV of Yes (TANF) Sufficiency the Social Security Act (42 U.S.C. 601 et seq.) Senior Aid Program Senior Community Service Employment Regions II & III Program (SCSEP), authorized under title V of Yes Senior Aid Program SER-Jobs for the Older Americans Act of 1965 (42 U.S.C. Progress, Inc. 3056 et seq.) Job Corps Long Beach Job Corps WIOA Title I C, Jobs Corps No Native American Southern California Indian and Native American Programs (Section No Programs Indian Center 166) Housing & Urban Santa Ana Housing Housing & Urban Development (HUD) Yes Development Authority Adult Demonstration Orange County Reentry Employment Opportunities (EO) Sheriff's Department programs authorized under sec. 212 of the No Second Chance Act of 2007 (42 U.S.C. 17532) and WIOA sec. 169 80A-506 EXHIBIT 1F SANTA ANA WORK CENTER AMERICA'S JOB CENTER OF CALIFORNIA AND ITS PARTNERS Z EDINGER AV. LL WARNER AV SUNFLOWER SEGERST Oh A I`ON AV. MACARTHVR BL. 2 e h AV.' 405 Santa Ana WORK Center Centennial Adult Education America's Job Center of California 2900 W. Edinger Ave. 801 W. Civic Center Dr. Santa Ana, CA 92704 Santa Ana, CA 92701 .--- Santa Ana College Partners: t,i 1530W. 17th St. Employment Development Department Santa Ana, CA 92706 State Department of Rehabilitation O.C. Social Services Agency College & Workforce Goodwill Industries Preparation Center SER/Senior Aid Program 1572 N. Main St. Learn4Llfe Orange, CA 92867 State Department of (1 Rehabilitation 7097he City Drive, Suite 110 Orange,CA92868 Social Services Agency 1928 S. Grand Ave. Santa Ana, CA 92706 CTE/ROP Valley High School 1801 S. Greenville Santa Ana, CA 92704 P Long Beach Job Corps Q1903 Santa Fe Ave. Long Beach, CA 90810 Asian American /1 Senior Center �I 850 N. Birch St. Santa Ana, CA 92701 ,dow& Remington Education Center �i7 1325 E.41h St. 1r Santa Ana, CA 92701 EXHIBIT 1F b a Z a •.�. d m m a ro > s m H m m m 0 F- a cci co a o r-� to W I� h� co r•; N C ry h c vi to ea to p ie E m Sri m m N m m N N N N N e•I �-I N r-I 00 .ti w 00 rl N a �^ a u c_ .� rn M c6 yry 'O r, Sy 6.0 Ln r a oo w b n r a E �� a ~ N co 'n b m o m co m N rn a ro a n r H M M M M Q M M N Q M n H N N C O H M KI Y U M M M N M O ey ti N �ii 00^ M D7 0i N 0) O M U r l La O U) M N 00 tD CO lD ti l W Lf 00 V M CO a C O Le 47 C t!1 C r" M L �- N' 00 pin ? C~ ti e m rri r. M fV � m fV rri N N N' 41 M N� N m N bA9 M wi M rl H M rl rl ti M NId Lil h N C C C C .r O C E E E E y V-^ a ❑ O O TC O c a>Gcu CU rodm 4' c c G O •+, VI Y V G L U o_ a� c t u 'L c m w v a a c ro ,�! � ,�' c to `^ zi E E E E E E E E v+ vi `^ c d N vUD W Q L E D 'C OL' O O 'C ❑ A? L E O®go a ro o. a ro a a (l a G ro o. a ro to .- U 0A 00 W❑ W❑ W❑ W❑ (u o o aci w° o o w o U 0% w V) 0= V, W 0C U V) c v G O v s c o Q E W L •e Q aj c EO @ a eu ro Z ?- J L a v o a a c v "n v LLo U c Cc, m c u ° a ❑ 9 ry(a a F a a u • +• ❑ ro ° G v C E E M aiJ E E Q w `y G l3 Q m a g m O °- Q G no o. w ao w 'o aaj u z a a v >> m a,+a. r• 1 1 • m, .91 1 g� b ° o ° 00 o o'a yU ° -10 m fig` U�jo 'lJ q y ° CA 44 •bA y '%y' V � •� �Uj N y (yo❑� :�{ o +�'- H {4❑yI v' "O p m�.{a �� U N V �+ w° •p[,�•i V •i-V �WJ ille❑d fO 1+. ° SUj �w O q y� a V Zi H V U N f7 `i iM0 eq1 . q� � � • W ��j b °bS,.�Vy FY ° O O bl "+ V o b N �4yC ° Cut) 5yNa 'G{�Qq❑��!ji iY 5�j •C Ri �% � �i � is N � .•-� cC V V T NUS ii-ii � ,F.� 4+ � w4a V Cd � g �. rA CIS Pa *� ri M v h W W U 80A-509 ff FG U EXHIBIT 1F N m V Em m 80A-510 al:a:3iar 04 P I cPa El F b r C� 0 80A-511 EXHIBIT 1F to r c a, E a om x� ao� o gt- �y111 iC w tl ° 8 o a� '.Fi U 44 .� P O0 h 06 Oi 80A-512 EXHIBIT 1F LM � k § k * § �AA \ )(~\)]) \ ) %w4m�cq EXHIBIT 1F Attachment 3 Santa Ana Workforce Development Board AJCC Comprehensive Infrastructure Budget, and Other System Cost Budget Total Costs sa r[ Pa CBnt.B Cost Category/Line Item ,.:. Cost Details Costs Total Monthly Property Rent MI q$17,989.40$17,989.40 Rent Base Rent Incl. Janitmlal, Maint and Utilities $42,506.201 O eratlono]Cost 2%of Rent $359.79 $359.79 Management Fee 1,76%of Rent $316,61 $316.61 Total Rent $4 ,500.20 6.8i MEMO, Uti lties/Maint/Service Telephone Services Per Person Monthly costs of Dial Tone and Voice Mail Assigned $1,785.00 $807.50 $807.50 Shared Phones bky usa a oersentaue $212.60 $92.61 $92.G1 security Guard (Annual) $50,156.76 $1,821.53 $1.821.53 Total Utilities/Maintenance $2,721.63 $0,00 $2,791.63 Equipment New Phone System Phones by assigned Phones $9,536,29 $0.00 $4,234.15 $0.00 Shared Basic Phones $687.86 $0.00 $288.37 $07 Licenses assigned Phones $4,680.48 $0.00 $2 117.36 - $0.00 - Licenses $657.20 $0.00 - $242.83- $0,00 Switches $5035.07 $0,00 $2,194.28 $0L0Q Annual Support Cost .0 0.00 $35.67 $35.67 Total Equipment $21,478.97 $0.00 $9,076.99 $36.67 $0.00 $35.67 Technology and Access - Costs $0.00 Network Wireless 8nd a Network $14.RO3 $6.136.16 $0.00 Access System/Card Key Card S stem $17,194.2$ $7.492.55 $0,00 Data &Phone Cabling Cabling $58.097.10 $25,318.72 $0.00 1 $0.00 Information Technology Cost Per Month (Annual) Wireless Network Bridge Maintenance $1,485.00 $53.93 $53.93 ""Co iers (Annual) esouree Room use y clients only$1,304.64 $47.38 $47.38 Lwvy om WIFE or staff only $838.92 $30.47 $30.47 Total Technology and Access $93,000.17 $0.00 $38,947.43 $131.78 $0,00 $131.78 in4nd Infrastructure''otal $116,26' T4 $42,506.20 EM "*'Copiesc to•v /vnra<l epuipnrvnl and and ahargPd Ap puroeninge. Addlliann! charge,jm usngu w!/(Ge cgfcrrlaled and aAnrgad 3/28/2019 9:28 AM 80A-514 EXHIBIT 1F Attachment 3-1 APPLICABLE CAREER SERVICES Sharing Other One -Stop Delivery System Costs The budget must include "applicable career services" as well as any other shared costs agreed upon by the AJCC partners. While only co -located partners share infrastructure costs, all One -Stop partners must share in other system costs, Including applicable career services. Required Consolidated System Budget for "Applicable Career Services" Summary of Career Services Applicable to Each AJCC Partner The MOU requires identification of the career services that are applicable to each partner program (Attachment 2). Accordingly, this budget includes each of the partner's costs for the service delivery of each applicable career service. Unlike infrastructure cost sharing, other system costs, including "Applicable Career Services" are not limited to the non -personnel costs and should include all costs related to the administration and delivery of those services. AJCC Applicable Career Services EDD Career Services: $1,048,391.26 • Eligibility Determination (1) $13,306.00 • Outreach, Intake and Orientation (2) (EDD UI) • Initial Assessment (3) • Job Search, Placement Assistance, and Career Counseling (4) • Employment statistics -Labor Market Information (5) • Eligible Provider performance and program Cost Information (6) • Local Performance Information (7) • Supportive Services` Information (8) • Unemployment Compensation(9) • Eligibility Assistance(I 0) • Follow -Up Services(I1) • Comprehensive and Specialized Assessments(12) • Individual Employment Plan Development (13) • Group Counseling (14) • Individual Counseling and Career Planning (15) • Case Management (16) • Short -Term Prevocational Services (17) Training $86,647.64 • Occupational Skills Training (1) • On -the -Job Training (OJT) (2) • Workplace and cooperative education (3) • Training programs operated by the private sector (4) • Skills upgrading and retraining (5) • Entrepreneurial training (6) • Job -readiness training (7) • Adult Education and Literacy programs (8) • Customized training (9) 80A-515 EXHIBIT 1F Attachment 3-1 APPLICABLE CAREER SERVICES Employer Services $239,294.48 • Employer needs assessment (1) • Job posting (2) • Applicant pre-screening (3) • Recruitment assistance (4) • Training assistance (5) • Labor Market Information (6) • Employer information and referral (7) • Rapid Response and Layoff Aversion (8) Total Career Service Cost $1,374,333.48 $26,612.00 (UDD UI) 80A-516 tp t O V u 'V VI Vf O N W' .+ bO If b Y d r i.r E c.o . t w 4-0 FZ u° E b w q'O b W Sh rN n W �m �tm0: 'm: a b a m t U > a •� �''� .i rli Q �F U' U .EF m W n a O iW+ sj�.. W 1Cp jFryy} N O VO1 N EXHIBIT 1F 80A-517 EXHIBIT 1 F A-2017.264 Attachment 5 OFFICE LEASE THIS OFFICE LEASE ("Lease") Is made and entered into by and between CP SANTANA, LLC, a Delaware limited liabllily company ("Landlord's and the Tenant described In liginj of the Basic Lease Provisions as ol'the EIY'aellve lime. BASIC LCASG PROVISIONS I. TimAri THE CITY OF SANTA ANA, a charter city and municipal corporation. 2. Description of Project; Building; P rem Isom 2.1 , Project: As used heroin, the "Project" means that certain commercial oltice building project, with all common areas and appurtenant parking facilities, located at 801 West Civic Drive, Santa Ana, California, and containing the Building, and any other building improvements located on the parcel of real property on which the Building is located, 2.2 Building: As used herein, the "Bullding" means the commercial office building located at and commonly known as 801 West Civic Drivc, Santa Ana, California. 2.3 Rentable Area of Building: 124,166 rentable square feet (°RSP°') 2.4 Premises: A portion or the second (2"s) floor of the Building known as Suite 200, as depicted on Exhibit "A" attached hereto, 2.5 Rentable Area of Promises: 19,321RSF. 3. Term: 3.1 Tn rget Delivery Date: April 1, 2018. 3.2 Commencement Date: The Delivery Date, 3.3 Initial Term: Approximately sixty (60) months, commencing all the Cammeoocnaent Date and ending on the last day of the calendar month in which die date that Is sixty (60) months aRer the Commencement Date occurs. 3.4 Options to extent) the Term: Two (2) options to extend die Tern for all Extension Term cf sixty (60) months, In accordance with .ec' r32., below and Schedule `J.I"of Exhibit'9" attached hereto. 4, Base Rent: During the Initial Terns, Base Rent shall be payable at the following rates; Months Monthly Base Rental Rate Base Heil (VRSr/ma) ($Imo) 1-12 $2.2000 S42,506.20 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 $47,841.10 5. Additiounl Rent: 5 1 Tennat's Percentage Share: 15.56]% 5,2 Basa Year; 2018 6. Security Deposit: None 7. Perndtted Use: Oene,•al oiroe use and other lawful Incidental uses, cot istem with a first class, high-rise comincrclal oRica project, 8. Pnrldog Number: The whole number closest to the product or (a) tine number illRV contained in the Premises gild (b) 0,004 (Such that It is agreed that die Parking Number with respeci to tine Initial premises Is eightydwo (82)). 9. Brokers: Lee & Associates Reilly Group Newport Beach, Inc., representing'I'enanl, and .lanes Lang LaSalle Brokerage, representing Landlord, 10. Address l'a• Payments: All payments payable to Landlord under this tease ahull be sent to time Billowing address or to such other goo INCida Cunlrr l)r—ChJ•ofSnrvu,4uu Leave •r- 80A-518 EXHIBIT 1 F II. AddrestforNoticest 11,1 To Tenant: address As Lmtdlord in ay designate, or by wire transfer. Ifhy chco : I[bywire transfer; Cr Santana LLC c/o Ocean West Management Services 33351 Collection Center Drive Chicago; IL 60693A333 Reference: City orSontaAnal,Sutte200 Prior to the Cornmencemenl Dtteo City orSanta Ana Clertc of the Council 20 Civic Center Plan, M-30 Santa Ana, CA 92702 Attn; U _J Alter the Commencement Dole: At die Premises: Attn: Deborah Sanchez 1 L2 To Landlord: CF Santana LLC c/o OW Management Services, Inc. 3 t$ W. 9" Street, Suite 809 Los Angeles, California 90015 Atmi; Ted-Bischsi£"---- -_...___...,. Dank Name; Bank orAmerion N, A. Bank Address: 100 W. 33rd Street New York, NY too Account Name: CF Santana LLC Aect#: 4431112624 ABA#: 111000012 Reference: City a f Santa Ana/Suite 200 City of Santa Ana Clerk of die Council 20 Civic Center Plaza, M •30 Sanla Ana,CA 92702 Attn: [r iJ With a copy to: City Attorney's Office — City of Santa Ana 20 Civic Center Plaza, M-29 Santa Ana, CA 92702 Willi a coov to; Zuber Lawler & Del Do= LLP 777 South Figueroa, 37n' Floor .. _.. _......._Los Angeles, CA-90017"-----...-. — Attn; David B. Lambert, Esq. This Lease Wind consist of die foregoing 'Basic Lease Provisions", consisting of Items I through I I above, the "Standard Loose Provisions", consisting of Artleleg I dirough 17 which till low, and 17,ditiis "A" through _' inclusive, all of which are Incorporated herein by this referenoe, In the event of any conflict between any of the Basic Lease Provisions and any of the Standard Lease Provisions, the Standard Louse Provisions shall control. Any initially capitalized terms used herein And not otherwise defined shall have the meanings.set forth in die Standard Lease Provisions. 601 O'Civie Center De—Cb' n/'3nuh:lna Lease 80A-519 EXHIBIT 1F STANDARD LEASE PROVISIONS AMICLE I —DEFINITIONS 1.1 "Additional Rent" nations nil amounts other than Base Rent (list are payable by Tenant to Landlord pursuant to this Leese, whether or not denominated as such. 1.2 "Affiliate" means, with respect to Buy designated Person, any Person that is directly or indirectly Controlled by, under common Control with or (hot Controls such des(grided Person, 1.3 "Alterations" means any alterations, additions, Improvements, removals or replacements to the Premises (including, without li mitntion, the Tonal Improvements, if nay) or any other portion of the SulidJng or Project. 1.4 "Approved Governmental Entitles" means all of the State and County agencies listed In Exhibit i " "attached haleto, 1.5 "Base Rent" means rental amounts that ore payable by Tenant to Landlord pursuant to Section 4.1•1 below, 1.6 "Building Systems" memos the primary utility and mechanical systems, Including, without liallotioll, the primary life safety, electrical, heating, ventilation and air conditioning ("HVAC"), plumbing or sprinkler systems for the Building Sndlor the Project (and for the avoidance of doubt, it is understood and agreed that the Building Systems do not; (q iooludB any portions of Bay such Systems end equipment that are installed within or that exclusively serves any particulur rentable spars in the Building or Project (such as, without Ilmitadon, any extension or distribution of services or utilities front the Building Systems serving such space) or (b) Buy: (1) supplemental or specialty electrical, mechanical, plumbing, healing, ventilation or air conditioning systems, fixtures or equipment; (li) supplemental or specialty fire, life, safety or security systems, nxture or equipment; (ill) any video, and)o, communications at computer systems, fixtures or equipment (Including cabling)), 1.7 "Casualty" is defined In Section 13.1 I, 1.8 "Casualty Damage" is devoed in Section 133.1. 1.9 "Claims" means, collectively, claims, losses, damages, obligations, liabilities, costs slid expenses, including, but not limited to, reasonable mtomeys' fees and legal costs. 1.10 "Common Arues" means due lobby, plaza and sidewalk areas, acoessways, Parking Facilities, and die aree on individual floors in the Building devoted to corridors, pre vestibules, elevators, foyers, lobbies, electric and telephone closets, restrooms, mechanical rooms, janitor's closets, and other similar fecilkies far the benefit mall tonsure and Invitees and shall also mean those sues of Ore Building devoted to mechanical and service rooms servicing the Building, 1.11 "Comparable Buildings" means comparable Class "A" office buildings in the Market at Ole time the Extension Ten commences. 1.12 "Control" or "Controlling" means possession of Ole direct or indirect power to direct or cause Ilia direction of due management and policies ore Person, ar ownership of any sort, 1.13 "Damage Notice" is dunned In Section 13 I I, 1.I4 "Dernult Rate" means an annual rate of interest equal to lesser on: (a) Eighteen percent (18%) per nnnum or (b) the maxhnum cenhuct uniount allowed by Law. 1.15 "Delivery Condition" means(and Else Premises shall be in Delivery Condition) upon Substantial Completion ofthe Promises 1.16 "Delivery Date" means the Onto an which Landlord tenders to Tenout delivery of possession of the Premises In die Delivery Condition; provided that If the date on whioh the Premises me in Delivery Condition is delayed Be result of any Tenant Delays, then far purposes of determining the Commencement Dole, the Delivery Date shall be deemed to occur on One date that the Premises would have been in Delivery Condition had such Tennant Delays not occurred, as Insatiably determined by Landlord. below, 1.17 "FAI'emivc Date" means Elie ditto upon which this Lease a executed by Landlord, as indicated beneath Landlord's signature block 1.18 "Encumbrances" means liens, claims, stop notices and violation notices. 1.19 "Enrirunntenml Loa's" means anti includes all now and hareatler existing statutes, Imes, ordinances. codes, regulations, odes, tit I! rigs, orders, deorees, directives, policies and requivonienIs by any federal, state or local governmentnI uutborily reguI at ing, rulat! ng to, or imposing Eability a Shudnrds uramduet ewucenning public heahh and safely or the environment. 1.20 "Evan of Del'eull"isdonned ill 'ccOsdl 15.1 below, 1.21 "EsceutM Order 13224" means Executive Order 13224 signed on September 2C 2001 and entitled "Blocking property and Prohibiting Trunsacticns with Persons Who ('email. Threaten to Commit, or Suppoit'ferrarism"t 1.22 •'I'saplrnlion Data" menus, at any particular lima, the dote on which the Term Is scheduled to expire. $01 W'Crvlt Cower Ur—Clh' q f Sawa Ann Louse .I. 80A-520 EXHIBIT 1 F 1.23 'liokar" means the holder of any Security Instrument, 1.24 "Expressly Restricted Use" mesas any use for; (a) offices of any division, agency or bureau of any foreign government or subdivision thereof, (b) offices of any healthcare professlonals or for the provision of say health care services, (c) Guy schools, (d) any retail or restaureut uses, (a) any residential use, (Q any communications uses such as broadcasting radio andlor television stations, (g) "exeautive suite" type uses where office suites are molatained for individual rental, or (it) any occupancy density greater than Ore average occupancy density for office tenants orthe Project. 1.25 The "FNIRR" of the Premises for a particular Extension Term (as defined in $cheduta '9-P7 Or for a particular Loused First Right Space (as defined in Schedule 1.2' for the term of Tenant's lease thereof, shall be equal to the rent per square foot of Rentable Area thut Landlord has agreed to accept, or if Landlord determines that there has not been a reasonable number of current comparable transactions in tie Project, that landlords of ilia Comparable Buildings have agreed to accept, and sophisticated nonaffiliated tenants of the Project and/or Comparable Buildings have agreed to pay, in current urns-longth, nomequhy (i.e., not being offered equity in time building), transaotlons for comparable space (in teens of condition, floor location, view and floor helght) of a comparable size (in terms of square feet of Rentable Area), for a term equal to the Extension Term (or the temp of Tenant's lease of the applicable Leased First Right Space) and with a conamencameat date within six (6) months before or alter the first day of the Extension Term (or the applicable Offered Space Scheduled Commencement Date (as defined in Schedule "i-2"1), which rent per square foot shall take Into account and make adjustment for the existence, tinting and amount orally increases in rent following term commencement in the comparison transactions, and shall at all times take into consideration and make adjustment for all other material diffbreaces in all terms, conditions or factors (upplicable to the transaction in question hereunder or applicable to one or more of the comparison transactions used to determine the PMRR) the( a sophisticated lanai or sophisticated landlord would believe would have a material hnpactton a "fair market rental" determination; provided, however, that: (a) the rent fro• 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 or operating expenses and taxes in excess of a base year as of ills year of coru ianeement of the transaction), (b) the presence, amount or absence of brokerage commissions In eithor (he subject transaction or the comparison transactions shall be disregarded, (e) any rent abatement or other free rent of oily type provided In comparison transactions for the period of the perfornnnce of any tenant improvement work (i.e., any "constmetion 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 file premises (or the Leased First Right Space) shall also be accounted for In the Well of the FMRR (provided that if In determining Ole FMRR for a subjea transaction hereunder, it is determined that tree rent or cash allowances (collectively, "Concessions") should be granted, Landlord may, at Landlard's sole option, elect all or any portion of the following: (i) to grant some or all of the Concessions to Tennnt ns free rent or as an improvement of lowance, or (it) to adjust time monthly installments of Ole Base Rent payable for tila Extension Temh or with respect to the Leased First Right Space, as the case may be, to be an effective rental rate which takes into consideration and deducts from monthly rent the amortized amount of the total dollar value of such Concessions, amortized on a straight line basis over the Extension Term or tie turn of'renant's lease or the Loused First Right Space, as applicable in which case tie Concessions so amortized shall not be provided to Tenant), 1.26 "Porto Mxjeme Events" means events described in Section 17.5 below. 1.27 "Handle", "Handled", or "Handling" manna, with respect to Hazardous Materials, any installation, hendling, generation, storage, treamnent, use, disposal, discharge, release, manufacture, ref iumnatit, presence, migration, emission, abatement, removal, transportation, or any other activity orally type io connection with or involving such Hazardous Materials. - 1.28 "Hazardous Materials" means: (a) any material or substance: (1) 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; (11) that contains pcu-oleum, crude oil or any traction thereof; (IN) that contains polychlorinated bfphonyla (PCB's); (iv) that constitutes asbestos or esbestus.containing material; (v) that is radioactive; or (vi) that is lnfaetlnlha; or (b) any other material or substance displaying toile, reactive, Ignitnble or corrosive characteristics, as all such (erns are used in their broadest sense. 1.29 "Holdover Rental hate" mains an amount equal to one hundred dry percent (150%) of the greater of (a) Landlord's Alen published asking rental rate or (b) the Base Rent and Additional Rent payable by Tenant to Landlord during the lest month of the Tema of this Lease. 1.30 "10111al Premises" means the premises described in Item 2.3 ofthe Basic Lease Provisions. 1.31 "Initial Term" means the period (which shall commence on the Commencement Date) that is doscrlbct in LtaIll 3.3_ orthe Basic Lease Provisions; provided that irtha Commencement Date shall occur on a day other than the first day of any calendar month, fur purposes of calculating the date all which the Initial Teri is scheduled to expire (I.e•, the Expiration Date For the Initial Term) and the timing of all scheduled Increases In Base Rent during the Initial Term (but not for oily other purpose), the Commencement Date shall be deemed to be the First day orthe calendar month following the Commencement Date. 1.32 'instilltloaal Owner Practices" meats the practices of the mnjority of the Institutional owners of institutional grade first -°lass office projects in Orange C'oun(y, Califbrnia. 1.13 •'Interest Rate" means on annual rate of interest equal to the Reference Rate plus two percent (2°Gd, 1.34 "Landlord Default" is defined in Section 16.1 below. I.75 '-Landlord Parties" menus, collectively, Ltmdlord, Oaten West Capital Partners, LIZ, Fortress Invesunent Group, LLC, Gild the Property Manager, unit each of !heir Afriinlcs and all of their respective partners. menhers, officers. managers. direclots, trustees, employees, retirees, heneficinrics, emhu•ucors (including internal luvestment contractors,), agents. advisers, murlgagoas and ground lessors, agents, successors cart assigns. Vail WTI* Center Dr— City of Smsla Ann Cane -2- 80A-521 EXHIBIT 1F 1.36 "Landlord's Additional Insureds" numn, collectively, Landlord, Ocean West Capital Partners, LLC, Fortress investment group, LLC, and the Property Manager, slid each of their respective agents, beneficiaries, partners, employees, slid any }folder (defined below).of ally Security Instrument (defined below) designated by Landlord as additional Insureds. 1.37 "Landlord's Lease Undertaklogs" means each and all of the representations, warranties, covenants, undertakings, and agreements contained in the Lease Documents that is orate to be provided or peribrnted by Landlord. 1.38 "Laws" means, collectively, all laws, ordinances, building codes, rules, regulations, orders and directives of nay governmental authority having Jurisdiotion (including, wldaoul limitation, any certificate of occupancy). 1.39 "Lease Bocunrauts"means this Lease togelherwidt oil exhibits, riders or addendu attached hereto, and all amendments therelo. 1.40 "Leasehold Improvements" means all leaselmld improvements existing in file Premises as of the Effective Date, the Tonant Improvements, and any additional Alterations. 1.41 "Market" means the Santa Ann Civic Center submarkel. i.42 "Marcy Lnundering Act" means the international Money Laundering Abatement and Financial And-Teno risen Act of 2001 or the regulations or orders promulgated thereunder, as tho salve may be amended from time to time. 1.43 "Notified Party" means each Holder of which Tenant has received notice. 1.44 "ORAC" means the Office of Foreign Asset Control of the Deparbvent of the Treasury, 1.45 "Original Tenant" means the Person Identified as the "Tenant" in Rein I of the Basic Lease Information, IA6 "Parking racilitles" means the Project's parking facilities from time to time serving the Building. 1.47 "Parking Fees" is defined In Section U 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 mid repairs: (a) are of a type and extent which are customarily permitted to be made widsout consent by landlords acting consistently with Institutional Owner Practices leasing similar space for similar uses to similar tenants, (b) are in compliance with the Rules and Regulations, and (e) will not aRbet the Building's structure, cite provision o f services to other Project tenants, or any Building Systems. 1.30 "Pe•sun" means pn 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 "Premisas Restoration" means the Restoration of the Premises and the portlons of die Common Areas that are required for access to die Premises. 1.53 "Property Manager" means OW Management Services, Inc., or day other Person retained by Landlord to manage and operate the Building on a day to day basis. 1.54 "Proposed Transfer Spnec" means, with respeet to any proposed Transfer, the portion of the Premises subject to such proposed Transfer, 1.55 "Reforence Rate" mcons the "prime rate' or "reference rate" announced from time to time by Bank of America, N.T, & S.A. (or such reasonable comparable national banking institution as is selected by Landlord in the event Bank of America, N.T. & S,A. consent to publish a prime rate or Inference rate). 1,56 "Rent" is defined in �ecllon 4.4.1 below. 1.57 "Rent Delingnmwy" means slid shall occur upon any failure of Landlord to receive any payment of Rent on at- before the data that Is five (5) days after the dale such payment of Item is due. 1.58 "Reserved Parking Passes" means parking pl'Ivileges to be used for parking on o first come first served basis in "reserved parking seas" In the Parking Facilities, as designated by Landlord, or at die election of Landlord, in reserved parking spaces located in the Parking recilitics. 1.59 "Rosmratlon" is defined in Suction. 1311, 1.60 "Review Expenses" matins all review Anil processing Ibes, and costs, as well as any reasonable prolbssielml, attorneys', accuuntams', engineers' or other consultants' fees incurred by Landluml relating to any request by Tenant Or Landlord's consenL including, but not limited to, City request to'- consent to it proposed Ttunafcr, 801 N'ChIfe Center Dr —CIO, rfSantn Ana Lease .3• 80A-522 EXHIBIT 1 F 1,61 "Rules And Regulations" means the rules and regulations attached hereto as Exhilolt "D" (which are hereby Incorporated herein and made a part hereoo and any reasonable end non-discriminatory amendments, modifications and/or additions thereto as may Item net be adopted and published by written notice to tenants by Landlord for the sorely, care, security, good order and/or cleanliness or the Premises and/Or die project. 1.62 "Security Deposit" means a cash security deposit In the amount Specified in Item 6 of the Basic Leese Provisions, 1.63 "Security Instruments", means, collectively: (a) all present and future ground leases and master leases of all or any parlor the Project, Building or Premises; (b) present and Nture mortgages and deeds of trust encumbering aIf or any part or the Project, Building or Promises; (c) all post and Alone advinoes made underanysuch mortgages or deeds or trust; and (d) aft renewals, mod factions, replacements and extensions of any such ground leases, master lenses, 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")isdotmedIntileWork Letter, 1.65 "Taking" Is defined in Section 13.2. 1.66 "Taking Date" is defined in Sectlort 13.2. 1.67 `Target Delivery Date" means the date specified in Item 3.1 orthe Basic Lease Provisions. 1.68 'Tenant" means the Original Tenant, and any parson or entity to wham or to which all of Original Tenant's (or any other Temril's) Interest in this Leese 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. IX "Tenant Improvements" means the initial Alterations (if any) to be constructed and/or installed in the Premises puMilani to the Work Letter (if any), 1.71 "Tenant Parties" means collectively, Tenant, its subtenants, assignees or other Transferees, And thou respective contractors, clients, officers, directors, employees, agents, and Invitees (ench 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 crony act or omission of Tenant or any other Tenant Party. 1.73 "Tenant's Personal Property" means all of Tenant's (and the other Tenant Parties') office furniture, business and personal trade fixtures, machinery and equipment, Furniture and Furniture systems, movable partitions, teleconununicatios equipment, data cabling and other items of forecast property; --- 1.74 'Term' means and shall refer to the Initial Term as it may be extended pursuant to Schedule "d-1"of Exhibit'9 attached hercto and/or pursuant to the written agreement of Landlord and Tenant. - 1.75 `Transfer" means and Includes any of the fbllowing: (a) a sublease oil or any pan of the Premises, (b) el assignment of the Lease, (a) any other Agreement or arrangement: if) drat permits a third party (other than Tenant's employees and occusietal guests) to occupy or use any portion of din Premises or (it) otherwise Assigns, transfers, mortgages, pledges, hylmadtaeates, encumbers or permits a lien to attach to Tenant's Interest under this Lease or (d) a direct or indirect transfer, assignmeni, pledge, or hypothecation Ora Controlling interest in Tenant, 1.76 "Tim refer Notice" means a written notice that: (a) identifies a proposed Transferee by its name and address; (b) describes the applicable Proposed Transfer Space; (a) includes current financial statements of die proposed Transferee certified by An officer, partner or owner thereof,, (d) describes die nature Ell Transferee's business and proposed use of the Proposed Transfer Space; (e) the proposed eftel Live date or the proposed Transfer; and (f) all of the principal terms ofthe proposed Transfer. 1.77 "Transfer Profits" means, with respect to any particadar month and any particular Transfer, on amount equal to: (a) all rent, addilionaI rent or other consideration payable by or on bell ai rof such Transferee during or with respect to such month in connection will time Trsnlrer minus (b) the sum ol'1 (i) the Base Rent slid Additional Rent payable by Tenant under S cations V and 43 of this Lease during or with respect to the same month and (ii) all out or pocket costs reasonably incurred by Tenant in cc mectiou with such Transfer (such As brokerage commissions and/or iulprbvemall t allowances), Amortized oil a straight lllie basis over die term orsuch Transfer. 1.78 "Transferee" mews any Person to who in a Transfer is made. 1.79. "Unreserved Park Itng Passes" means parking privileges to be used for parking on a first come firsl served basis in the me as or tile Ptuking Pacilides designmed by Landlord lherel'ur. 1.80 "Work Letter" means the Tenunt Woic Letter (if Any) attached hereto m Exhibit "C". 'farms in initial capitals thut are no defined in Article I shell have the meanings gN%nl to them elsewhere in this Lease. I'I•I -2— LEASE OF PREad14Fw9t CQt01%, AREAS: PARKING; SIGNS 2.1 Lensc nl'Prcmisas• Access• Outer Bninvment. Mt fr OvIe Center Dr—Ciry nfSal'Al Am, terve .4. 80A-523 EXHIBIT 1F 2.1.1 Landlord hereby leases the Premises to Tenant, slid Tenant hereby looses the Premises from Landlord, upon Hit of lie terms, reversals 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 orally of the same For the conduct or 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 andlor the Project during the Term orthis Lease. Acceptance of possession of the Premises by Tenant shall be conclusive evidence as age In at Tenant that the Premises are than In tenantable and good condition, 2,11 Landlord and Tenant hereby agree (bat the number of RSF (also referred to as Lila "Rentable Arco') contained: (a) within the Building Is as set forth In Item 2,5 of the Basic Lease Provisions slid (b) within the Premises is as set forth in Item 2,5 orthis 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 par week, twenty -Pour (24) hours perday. 2.1.4 Subject to all of the tens and conditions contained in this Lease and provided that Tenant performs all of Its obligations hereunder, Tenant shall have and peaceably enjoy the Premises during the Term of this Lease from and against all Persons holding an Interest in the Project from and through Landlord, 2,2 No Relocation ofPramblersRinhtoiFhstUffeo 2,2.1 No Relocation, Landlord shall have no tight to relocate any portion of the Premises located on the second (2n4) floor of the Building. Any relocation rights with respect to tiny portions of the Premises located col any other floor of the Building will be speciflcally negotiated in connection with Tenant's lease orally such space. 2.2.2 Right of First Often Tenant shall have a one-time Right of First Offer (deflated below) with respect to the First Right Space (defined below) subject to and In accordance with the terms and conditions ol'Sche yle"d-2"of•x ibi 9' attachudhereto, 23 Gammon Areas: Parking, 2.3.1 Common Arens. In connection with its lease of the Premises, Tenant shall have the nonexclusive right to use die Common Arises tagether with other Persons, The Common Areas shall be subject to die exclusive management and control of Landlord, and Tenant shall comply with all Rules and Regulations pertaining In use of the Common Areas, Landlord And have the right from time to time to designate, Material and limit the use of particular areas or portions of the Common Areas. Landlord shall also have the right to close all or any portion of the Common Areas as may, in the sole discretion of Landlord, be necasal to prevent a dedication thereof or the interest orally rights in any Person. 212 Rental cord Use ofParkina Passes! Visitor Parking, (a) Commencing on tie Commencement Data and continuing through fire Term, Tenant shall rout flual Landlord and Landlord shall provide a number of Umeserved Perking,Passes equal to tie Parking Number specified in Item R of the Basic Lenso Provisions. Parking Fees shall be payable with respect to Parking Passes treated by Tenant at the rates provided in Section 4 3 1 below (which shall be subject to abatement in accordance with Section 4.12 2 below), The Picking Posses arc with respect to, subject to the provisions of this Lease, use of the Parking Facilities. Ilia Perking Passes provided to Tenant pursuant to this agottgn 23.2 are provided to Tenant solely for use by officers, directors, and employees of Tenant, Its Affiliates, sublessees and assignees, and such posses Easy not otherwise be transferred, assigned, subleased or otherwise allenated by Tenant to any other type of tronsferea without Landlord's prior approval. (b) The speolgo locations within the Parking Facilities in which die Unreserved Parking Passes may be used shall be specified by and may, from time to time, be relocated by Landlord in Its sole discretion In addition, it is expressly understand and ngmed that Landlord shall have the right to implement, administer and enPoste a perking management program, with respect to the Parking Facilities generally, wftii respect to use of one or more types or Parking Passes In particular, and/or with respect to the use of the Parking Posses rented by one or more specific terantor tenants (including Tenon[), with parking management plan may include, without Emission, any or more ofthe following measure or feomres: oversell orForking Passes; expansion ofthe Pa -king Facilities to include additional parking lots orstrucumas within a reasonable distance from the Building; reservation orspeulte portions oftie Parking Facilities for parking by one or more specific Building tenants (including Tenant) andlor fin -one or more Building tenants' business visitors; implementation of valet or assisted parking programs or measures; creation and education of tandem parking spaces to speelfle Building tenants; deslg rdlon of visitor parking rates: and allocution orvnlidadon privllages to one or more Building tenants. It is specifically understood nod agreed that if Landlord implements one or mare such measures ar features that are: (1) generally applicable to Lha Parking Facilities, kite costs Incurred to implement, administer and enforce such measures shall be Included In Operating Costs or (11) that are specific to Tenant, the costs incurred to Implement, administeratd enfomesuch measuresshall be reimbursed by Tenmit, (a) Visitor Parking, (f) Tenant's bLlShMs visitors any park In the Parking Facilities, or in tic applicable portions thereuf desigunred by Landlord, on a first conho, first served basis, upon payment ofthe prevailing fee I'ur parking charged to vishurs to the Project. -tenant shall have the right to pora]ulsc Pool Landlord, at Landlord's then prevailing rote, Project Parking Validations (defined below), to be used only by Tenant's Business Customers (defined below) for parking in the Forking Plankies without charge. "Project Parking 15ilidations" means vnlidatons. in such form as Landlord, in its sole but good faith discretion, shall War front time to time. iWalilting persons using such validations to park In the Perking Facilities for specified Niluds Or time without charge (i.e, a 30-ntmac vi lfdmion would pennil parking without charge in the Perking I'neflltles Ibr a Pedud up to 30 minutes), "Tenant's Businus.s Customers" means Parsons thus visit the Premises for• the speclfic putposeof cnnduding business m the PrOlai cis (tine] Ibr the avoiclonce oftluubt, shall not include nay employees of Timant or any of iis'rrnnafurecs who have oflluus (en on exclusive urshared basis) n( the Pranlisas), A) Weida Qmlw, Or—Clrr• ajSmm" tau Leave .5. 80A-524 00111 Ho. MIA (11) Notwithstanding the foregoing, each calendar month during the Term, Landlord shall provide to Tenant, witlmut charge: (A) a number of Short Term Project Parking Validations (defied below) equal to the product of twenty (20) and the number Ordnys in such calendar month (during the Term) and (B) a [lumber of Lang Term Project Parking Valfdatlous (defined below) equal to the product of sixty (60) and the number of days in such calendar month (during the 'rem), In each case to be used only by Tenant's Business Customers for Parking la tie 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 die third (3's) Full calendar month of the Initial Term, and thereafer, upon expiration of each subsequent three (3) calendar month period; provided further that: '(x) Landlord shall not, at any tuna during the Term, be required under this Section,212(c)(11) to provide a number or Project Parking Validations in any calendar month in excess of a numberequal to the product of eighty (90) and the number ordays In such calends trunith (during the Tenn) and (y) any Project Parkfng'Vaiidations provided by Landlord with respect to any particular calendar month that Ora not used during such calendar month shall, at the election of Landlord, either, (I) become null and void (and be returned to Landlord) or (2) be credited against Landlord's obligations to provide Project Parking Validations under this Section for subsequent calendar months, No Project Parking Validations provided by Landlord to Tenant under this Sectigp 2.3 2tc) L shall be used to accommodate parking, without charge, by any particular Tarsal's Business Customer(a), 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 Pw'king 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 Parking Validations permitting Persons using such Project Parking Validations to pork in the Parking Facilities for up to three (3) hours without charge, 2.4 MOM . 2.4.1 Except to die 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 orally type ore the roof, exterior areas or Common Areas of the Building or the Project or In any area orthe Building, Premises or Project which Is visible from the exterior of the Building or outside of the Promises 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 front outside of tho Premises or f•om the exlerlor of the Building. Tenant shall not, without die 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 aria 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 conwill; (a) in die case where Tenant occupies an entire Floor In the Building, Tenant may pinto in Any portion of such floor which is not visible film the exterior orthe Building such identification signago as Tenant shall desire and (b) in the case where Tenant occupies less then all entire Floor in the Building, Tenant may require Landlord to install, at Landlord's sole cost end expense, In such portion of the mull-terrmP corridor on such floor As is called for by Landlord's slgnago program (as Via same may exist from tints to time) identification signage of the type prescribed by Landlord's strange program identifying Tenant; (a) Landlord shall provide customary signage, in the Building directory (if say) in the ground floor lobby of the Building (Landlord shall bear tie initial cost ofsuch directory aignage slid the cost of updated any such directory signage no more than one lu any mouth); and (d) Tannin may place in any portion of the inside of die Premises not visible from (he exterior of the Building or from Outside of the Premises such identilicatiurc signage As Tenant shall desire. All signago described in this Section 2112 (other than the directory signage described In clause (c) above) shall be treated as Tenant's personal property under the provisions of Section 1 .5 with respect to Tenant's obligation at the expiration or early termination of this Lease. 2.4.3 Cvd>rmv glen. In connection with Tenant's lease of the Premises subject to all of the terms and conditions or Exhibit "!jf.'' Attached hereto, during the Term, Tennnt shall have the right to Install slid display at the Project the Eyebrow Sign (defined in Exhibit' attached hereto) in tie location described in Exhibit "KI, attached hereto. ARTICLE, 3— DELIVERY; COMhiENCPVIEN'r• TCR4I• SURRENDER: 1I07 DING OVFR 3.1 l Landlord shall endeavor to tender to Tonunl delivery orpossession of die Premises fin the Delivery Condition prior to Ole Target Delivery Date; provided, that if the Delivery Date does net occur on or before the Target Delivery Date, this Lease shall not he void or voidable, the Term of this Lease shall not be extended, and Londlotl shall not be liable to Tenant for any loss or damage resulting therefrom; provided further that Landlord shall use commercially reasonable aflbris to tender to Tenant delivery of possession of the Premises fin tine Delivery Condition as soon as reasonably possibly after the Target Delivery Dare. 3.2 CONInieneatnant;Terni. 3.2.1 The Tm'm shall commence on the Commencement Date As defined in [Loan 5.2 of the Basic Lease Provisions, And shall CnittmrC through the period specified in Trent 3.3 of the Basic Lase Provisions unless terminated earlier [it accordance with the provisions bercof or extended pursuam to die written agreeracnl of Landlord and Tenam or As provided in Suction 3,2.2 below, provided, however, thtit it the Commencement Dale shall occur on a day other titan pie first day Orally calendar month, fur purposes or calculating tie Expiration Data and the timing of all scheduled Increases in Base Rent during die initial Term (btu out Ibr any other purpose), the Commencement Date shall be ([Denied m be the firstday orthe calendar month following the Commencement Date. At any time during the Lease Tenn, landlord rally deliver to Tenant it notice in the form [is sal fn RN11frit" B" attached barrio, which Tenant shall execute and return to Landlord within five (5) business days ai'mceiptthemof. 3.2.2 rwaiisi„gl,Door. 'renmu shall have (wo (2) options to extend the Term, each I'or on Bxlensiou Tenn (defined below) of sixty (60) months (five (5) years) subject to and la accordance mitt the terms and conditions of 8chcdu[a"W"ar Eshibft "F. aunched hereto. 3.3 Surrender Ilol4111e Over. 3.3.1 Except as provided in tills Section n 3,3 and in Section 7.3 below, upon espiratiun or enrlfer tmmilladoo of this Least. Tenant shall vacate and surrender the Premises to Landlord in the same condition ns when received or the inception urdils lease and as tiherealler 10111'0vie CaNer Dr-Cla, u/Swita lun Leave .e- 80A-525 EXHIBIT 1F improved by Tenon(, subiect to ordinary wear and tear. For the avoidance of doubt, it is understood and agreed that, prior to the dale upon which the Premises is surrendered by Tenant under this Section 3.3.1. Tenant shall be required to remove from the Premises all or the Tenant's Personal Property and all Leasehold hnproyetra is designated for removal by Landlord in accordance with Section 10,5 below (slid all damage caused by such removal repaired), 3.3.2 Impart fails to remove any of the Tenant's Personal Property from the Promises (or any portion thereof) prior to the expiration or any earlier termination of the Teri (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 ale same from the Premises (and to repair any damage caused by such removal) and (b) to lhereaftert (1) store the some at Tenant's expense, ((i) appropriate the same for itself, and/or (ill) sell or otherwise dispose of the some in its sole discretion, with no linbillly to Tenant, in which case, Tenon( 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 thereol) all Leasehold Improvements designated for removal by Landlord in accordance with Section 103 below and/or to repair all chi 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 tha 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 (10°%) administration fee thereon, upon demand, This Section 3 3 2 shall survive the expiration or any earlier termination orthe Tetra of this Lease. 3,3.3 If Tenant Fails to surrender the Premises (or any portion tlhorcotl In accordance with this Lease (including, without limitation, Section 3.3.1 above), or otherwise holds possessioo of the Premises (or any portion thereoo after the expimton or termination of the Term, Tenant shall become a tenant at suffiamloa Upon all of the terms contained hombs, except as to term and Base Rent. During such holdover period, Tenant shall pay to Landlord a monthly Base Rent In an amount equal to die Holdover Rental Rate. The monthly [lase Rent payable for such holdover period shall in no event be construed as a penalty or as liquidated damages for such retention of possession, Neither any provision hereof nor any acceptance by Landlord of any Rent after any such expiration or earlier termination shall be deemed a consent to any holdover hereunder or result in a renewal of this Lease or an extension of the Term, or any waiver of any of Landlord's rights or remedies with respect to such holdover. Tenant shall Indarmiiry, defend and hold Landlord harmless from and against any and all Claims (Including, without limitation, for lost profits and other consoquential damages, attorneys' fees, consultants' fees and court costa) incurred or suffered by or asserted against Landlord by reason of Tenant's failure to surrender die Premises in accordance witi tie provisions of this Lou* on the expiration or earlier termination of this Lease. ARTICLE 4 —RENT AND OTHER CPIARM 4.1 nose Rent. Tenant agrees to pay during die Initial Tenn of this Lease as Base Rent for the Premises, the sums shown for the periods shown In ILMLI of the Basin Lease Provisions. Except as expressly provided otherwise herein, Base Rent shall be payable In equal consecutive mmtdhly Installments, in advance, wmmenning on the Commencement Date and continuing on die tart) (10) day of each calendar month thereafter, provided dint the Ilrst full monthly Installment of nose 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 Percor Wee Share. Subject to the provisions of this Lease and in accordance will) Exhibit "E", attached hereto, in addition to paying Base Rent, with respect to each Expense Year (defined in gxhibit "!') Tenant shall also poyt (a) Tenant's Percentage Share (defined in Emil Wt"E"I or Excess operating Expenses (darned in Exhibit "' and(b)Tenant's percentage Shomof Excess property Taxes(defined in Exhibit '%'). 4.3 Parking Fees• 4.3.1 Subject to Section 43.2 below, on the first day of each calendar month during the Term, Tenant shall pay to Landlord (or at (tic request of Landlord; to Landlord's designated parking operator) Landlord's then prevailing charge (die "Parking Pecs") for all parking Passes rented by Tenant for such calendar month. Such Parking pees shall be in addition to all taxes, restaurants or other impositions imposed by ally governmental entity in connection with Tenant's use orsuch Parking Passes, which taxes, assessments or other impositions shall be paid by Tenant, or if required to be paid by Landlord, sholl be reimbursed to Landlord (or at the request of Landlord, to Landlord's designated parking operator) by'renant Concurrently with the payment of (he Parking Pees described above, 4.3.2 The Parking Fees payable with respect to the first eightyfour (54) Parking Passes reined by Tenant during the Initial Term (and the charges for all Short Terin Project Parking Validations and Long Term Project Parking Validations provided by Lou lonl to Tenant (pursuant to Section 2.3(c)(I1) above) during die Initial Teri are included in the Base Rent payable by T'en ink with respect to the Premises during the Initial T'erin. 4.3.3 'lie Parking Pees payable with respect to all Parking Posses rented by Tenant during Un Extension Term (and the charges 1'e1, all Short Tenn Project Parking Validations and long Tenn Prujcct Parking Valklatlons provided by Landlord to Tatant (pursuant to Section 23(c)(li) above) during an Extension Term) shall be delorndnod in connection with the FMRR (end Extension Term Buse Ram) for the Premises for such Extension Tenn. And shoil be added to (and hhcladed hit) the Extension Tc lm Base Rent. 4.4 payment of JUnt. 4A.1 Gencrally, Buse Rent, all furors of Additional Rent payable hereunder by Tenant and oat other amounts, fees, Payments or Chnides payable )saunter by Tenant shall eoch: (a) constitute rent payable hereunder (sometimes collectively be rel'orred to herein as `Rent"), (b) be payable to Landlord when duo Without any prior notice fir demand therefor in lawful money orals United Stales end, except as any ba expressly provided to Via amirtuy in this Lease, without any nbntemenl, ofleot or deduction whnisnevor. and (c) be payable in Landlord tit Me address of Landlurd described ill heill I t aline Basic Lease Provisions or to such otter Person or place as L.rund lord ilia), 11•nuh Lima to limo designate 101 ra' C iWe CenrerDr- 0LL- of Sutra Ann Lurr.re .7= 80A-526 i:M : NNi1 in writing to Tenant. Any amount of Rent the[ is payable on a monthly basis and that is payable respect to a partial month, shall be prorated based on the number of days In such month. No payment by Tenant or receipt or acceptance by Landlord of a lesser amount than die correct Rent due hereunder shall be declined to be other than a payment on account oldie earliest installment of Rent then due; nor shall any endorsement or statement on oily check or any letter accompanying any chock or payment as Rent be deemed to eflect 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 AOREE THAT IF LANDLORD A RENT DELINQUENCY SHALL OCCUR, TENANT SHALL PAY TO LANDLORD, AS ADDITIONAL RENTI (A) A LATE CHARGE EQUAL TO FIVE PERCENT (5e/a) OF THE OVERDUE AMOUNT TO COVER SUCH ADDITIONAL ADMINISTRATIVE COSTS, AND (B) INTEREST ON ALL DELINQUENT AMOUNTS AT THE DEFAULT RATE, FROM THE DATE DUE UNTIL THE DATE PAID. AIIII CLE 5 — TENANT'S TAX ES Tenant shall reimburse Landlord upon demand for any and all taxes, impositions or similar fees or charges payable by or Imposed or assessed upon Landlord upon or with respect to: (a) any Tenant's Personal Properly located in or about the Premises; (b) any Leasehold Improvements mode in or to the Promises by or for Tenant (without regard to ownership Airmen improvements) if and to the extent the original cost, replacement cost or VAI➢e thereof exceeds the Cost of Landlord's then el%clive "Building Standard" tenant improvements, as determined in good faith by Landlord; (c) the Rent payable hereunder, Including, without limitation, oily gross receipts tax, license fee or excise tax levied by any governmental Authority; (d) the possession, leasing, operation, managemonl, maintenance, alteration, repair, use or occupuncy crony portion of rho Premises; or (e) this transaction or any document to which Tenant is a party creating or transfon9ng an Interest or an estate in the Premises. ARTICLE G—IINTENTIONALLY Ou4117TED1 ARTICLE 7. USE OF PRRbI15ES 7.1 Tenant's Permfted Use, Tenant shall use the Premises only for Tenant's Permitted Use set forth in hmILZ of the Basic Lease Previsions 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 Cull Turco and efroct all governmental licenses, approvals end permits required for Tenant's Permitted Use, in no case shall Tenant use or suffer or pcmdt the use orany portion of the Premises for any Expressly Restricted Use. 7.2 Comnlianec With Laws and Other Reuulrements. 7.2.1 Subject to 5eLinn 7.2'2 below, Landlord shall cause the Common Areas and the Base Building to comply with all Lows, if and when any such action is required by any governmental authority mid/or it and to tlha extent that any fuilurc of any portion of the Common Areas or the Base Building to comply with any applicable Laws would: (a) prohibit Tenant t•om entering into a sublease to any Approved County Entity of Approved State Entity (as such terms ore defined below) in accordance with Section 1 L1.2 below; (b) unreasonably and materially alrect the safety of Tenant's employees or tine operation or Tenant's business; or (c) would create a material and significant health hazard for aacupauts of the Premises, 7.2.2 Tenant shall if naly take Ali actions required comply in all respects with fond shall cause each of its employees and occupants to take all actions required comply in all respects with) and cause die Premises to comply with; (a) fill Laws, now err in die future applicable to the Premises and Tenant's use thereof (including, without limitation, any Low requiring any form or improvement or alteration to the Building); (b) doe Rules and Regulations, and (c) all covenants, conditions and restrictions applicable to the Project, In addition, if any modifications ur ORCrotlons to any portion of the Ctnaman Areas or the Base Building (defined below) are required under any applicable Laws is a result of Tenant's use of the Premises or any of Tenon's Leasehold Improvements, then at the election or Landlord: (1) Tenant shall be responsible for performing such modifications or alterations, at its expense or (it) Tenant shall, within ten (10) days following Landlord's demand therefor together with rCAennabte supporting documentation, reimburse Landlord for all of its costs And expcnsas Incurred fn Connection with Landlord's pertbnmance of such modifications or alterations. 7.2.3 Tenant shall not use the Promises, or permit the Premises to be used, in any manner, or do or suffer oily net In or about the Promises which:. (A) vlclates or conflicts with ally applicable Law, any at' the Rules and Regulations or oily covenants, conditions and restrictions applicable to the Project; (B) causes or is reasonably likely to cause datmnge to die Project, the Premises or the Building Systems; (C) violates a requirement nr• condition of any policy or Insurance covering the Project And/or the Promises, or increases the cost of' such policy; I cunstihdes or Is reasonably likely to constitute a nuisance, annoyance or inconvenience to other tenants fir occupants of lhn Prt jcct or Its equipment, Iraqi ities or systems or (B) Interferes with, or is reasonably 11kuly to Interfere with, the transmission or reception or microwave, toIovisfon, radio, telephone, or other common icadon signals by antennae or other facilities located in die Project Without limiting the goo craiIty nr the foregoing, should any federal, suite or local governmental agonay having,jurisdieliun with respect to tie establishment, regulullen or eni'orcmmanl or occuphufnnnl, health or safety Strudel ds for employers, mnployees or to lanu inhpuse on Landlord or oil Tenant at any tine ,cry or in the finura any requirement or Low relating In any manner ie the Premises or occupancy thoroof, Tenant Shull, at its sole coNt and expense, conhply promptly (or At Landlord's election, bear the cost orSLICh canhpiinnec as effected by Landlord) with such requirement or Law. 'leant shell indeumhify, defend and hold harmless Landlord from and against any and all Claims nrising out ofor relining to any rbfiure of Tenant to perform any or Ira obligations under this Section 7.2, Landlord shall not enforce the Rules and Regalations In a discriminmory manner; provided that Landlord shall not be liable to NO IlThlr Center Vv-C71y afSmvrt Ana Lenre •S. 80A-527 EXHIBIT IF 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 oroccupantof the Project. 7.3 Pinznrdg,tis Mnterinls, No Llmnlous Materials shall be Handled upon, about, in, above or beneath the Premises or any portion of the Project byarea bchalrofTenantorany other Taoism Parties, Notwithstanding die foregoing, normal quantities ofthose Hazardous Materials cuslo rarlly used in the conduct of general administrative and executive office activities (e.g„ copier fluids and cleaning supplies) may be used and stored at ilia 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 restoro 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 hormieas Landlord Arm and against any and all Claims arising out of or relating to any Handling by or on behalf of Tenant at, any Tenant Party of any Hazardous Materials upon, about, in, above or beneath the Premises or tiny portion of the Project and/or the presence of any Tenant's Hazardous Materials in, on, underan about Ana Project, ARTICLE 8. UTILITInS AND SERVICES 8.1 Building Salvices. Provided that no Event of Default exists, subject to die terms, conditions and standards set Forth in this Lease, Landlord shall furnish or cause to be Ihrnished, as part of Operating Expenses to die Premises, tie utilities and services described in Exhibit attached hereto. 8.2 Intorru [Ion of Services, Landlord shall not be Itable for any failure to famish, stoppage of, or interruption In furnishing any of ilia services or utilities described in Bxhdblt 2' 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 consilluto or be construed as a constructive or other evlction of Tenant. ARTICLE 9 - MAINTENANCE AND REPAIRS 9.1 Landlord's Oblientions. Landlord shall endeavor to keep the Common Areas of die Building and the Project in a clean and neat condition. Subject to Section 9 below: (a) Landlord shall make all necessary repairs, within a reasonable period following recelpt of lletice of the need theretbr from Tenant, to the exterior walls, exterior doors and windows of the Building, and to public corridors and other public areas or dire 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 Secdon 13.1. there shall be no abatement of Rent, nor shell there be nay liability of Landlord raising from the making oP or failure to make, any maintenance or repairs, alterations or improvements in or to any portion of the Building or Project. Tenant waives the light to make repairs at Landlord's expense under Sections 19,11 aid 1942 of the California Civil Code, end under all other similar laws, statutes or ordinances now or hereafter in effect, and waives and releases tits right to terminate this Lease under Section 1932(I) of the California Civil Code and under all other similar laws, statures or ordinances now or hereafter In et'fect, 9.2 Tenant's Obligation . During the Tenn aftiis Lease, Tenant shall, at its sole cost and expense, maintain the Premises in. good order and repair and in a safe, risen and neat condition. Tenant shall make all repairs to the Promises not required to be made by Landlord under Section U above (including, without limitation, repair or replacement, as applicable, of all damaged and broken Cannes and appurtenances) with replacements ofany 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, tiny damage to any portion orthe Project or the Premises caused by: (a) valvitdes or Tenanl or any Tenant Party in or at ilia Premises or any other portion of the Project; (b) the performance or existence crony Alterations mode by or for Tenant or any Tenant Party In or to the Premises; (a) the installation, use, operation or movement of Tenant's Personal Property In or about the Building or the Premises; (0) tie design, installation or operation orsoy Alterations that am not consistent with Building Standards (as defined in the Work Letter); or (a) any act or omission by Tel or any Tenant Party or any other person permitted In or invited to the Premises or the Project by Tenant or any Tenant Party. ARTICLE10.ALTERATIONS 10.1 Landlord's Work. Landlord's sole construction obligation wrdm• this tense 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 [ilia no obligation to alter, remodel, Improve, renovate, repair or decorate the Promises, the Building, or the Projwt or any portion thereof. Tenant rut -her acknowledges and agrees that no representations rospecting lire condition of the Premises, the Building or the Project have been made by Landlord to Tenant except as speeincally set forth in this Lease. 10.2 Landlord's Consent' Cantlithir , Except far Permitted Alterations, Tenant shall not make nay Alterations (or allow or permit any Alterations to be made) without fill[ obtaining Ilia prior wriucn consent ortuaidlord, which consent shill he requested in writing not loss than I'Mocn (15) business days prior to the scheduled and actual commencement orany work therein. All such Alterations: (a) shall comply with all applicable Laws, (b) shall be crunputible (us determined in good faith by Landlord) with the Building and all Building Systems; (c) shall not intetlerc With die use and occupancy of city other potion ar the Building or the Project by any other tenants or their invitees; (d) shall not he visible from Ilia exterior of the Building or lyom any Common Areas: and (a) shall not aflocl din Integrity of the structural pmtluns of the Building. In addition, Landlord III impose its it condition to its consent In tiny Ahe•nlions, such additional requirensnts so Landlord in its sole discretion deems necessary nr desirable (including, without limitation, u requirement for Tenant to obtain (or require its contractor to obtain) a completion and lien indemnity bold prior to commencement of any Alterations), Within ten (10) days of written demand therefor, Tennnl $hall; (1) reimbursd oil costs and expenses incurred by Landlord because o(Temtn's Alterations call (11) shall pay Landlord's supervision fee in tin amount equal to tun percent (10%) or Iha cull of' the Alterations in question (provided that no supervision Ice shall be payable with respect to Permitted Alterations). Temnt aid Tzaunl's contactors shall comply with such conSiAlUdun tides and regulations and building standards no Landlord may promulgate from time to SOr H'Chde Crater De- CAI' nfS'umn Ana Larne •9• 80A-528 EXHIBIT 1F time. All direct and indirect costs relating to any modifications, ofLarations or improvements of the Project or the Building, wile that' outside or Inside Of the Premises, required by any governmental agency or by Law as a condition ar as the result or any Alteration requested or effected by Tenant shall be barns 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. 103 1111111MMCa of Alternitnns LYorlt All workrelating to ail Alterations (other then the initlnl 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 Ilia Common Areas in connection with the making or any Alterations, and Tenant shall not modify or alter any improvements or components of the Building ar the Project outside or the Promises. Upon completion ol'any A]terstions (other than Permitted Alterations), Tenant shall delver to the Building management office, within thirty (30) days following completion of the Alentil ails, a reproducible copy of the "as built" drawings of the Alterations together with it CAD lilt of the "as built" documents of the Alterations (current version ofAutoCad). 10A Ng Lion Tenant shall pay when due off costs for work performed and materials supplied to die 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 live (5) business days after Landlord notifies Tenant in writing that any such lien, stop notice, claim or encumbrance fins been filed, Tenant Shall give Landlord not less than five (5) business days' prior written notice before commencing any Alterations her or about ilia Premises to permit Landlord to post appropriate notices of non -responsibility. 10.5 llemnveli(trd Rcsiii•mica, All Alterations (and the Tenant Improvements) shall become a pert of the Premises and shall become die 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 oily Leasehold Improvements that existed In the Building as of llie Effective Date), in which event, prior to the date of expiration or tanninatan of tiffs 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 Projecq 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 Ilia property of Tenant (or die applicable Tenant Party), and upon die expiration or earlier terminalion of this Lease, Terimi shall, at its sale expense, remove all such items slid repair any datnege to ilia Premises or the Project caused by such removal. If Tenant fails to remove any such items or repair such damage promptly after the expiration or earlier termination ordlis Lease, Tenant (or the applicable Tenant Party) shall be deemed to have abandoned the same, in which case Landlord may store the &Dole at Tenant's expense (and Tenant shall pay Landlord the cost thereorupon dmmond), or appropriate the same for itself, and/or sell the same in its discretion, with no liability to Tenant (or the applicable Tenant Party), ARTICLCII-TRANSFERS 11,1 Resr•ictlom Permitted Subleases. 11.1.1 Restriction. Except as provided in Section 11 12 below, Tenant shall n04 either involuntarily or voluntarily or by operation of law or otherwise, make or Pernmit any Transfer without the prior written consent of Landlord in accordance with Section 114 below. Any Tmnafer in violation of the provisions of tills Article I I shall be null and void. Notwithstanding anything contained in this Lrdele 1 I to the contrary, Tenant expressly covenants and agrees not to enter into any lease, sublease, license, concession or other agreement for use, occupancy or utilization of the Premises which provides for rental or other payment for such use, occupancy or utilization based In whole or In pan on die net income or profits derived by any person from the property leased, osed, occupied or utilized, and that why such Purported lease, sublease, license, concession or other agreement shall be absolutely void. 11.1.2 permitted Sublease;. Notwithstanding the furegobig, Tenant may, upon no less than ten (10) business days' prior. hvriucn notice, but without the need to obtain the consent of Landlord, sublease space within the Premises to any Approved Governmental Entities. Landlord shall cooperate with Tenant's efforts to consunnnnte any such subleases to oily such Approved Governmental Entitles, including, without limitation, In connection with any proposed Approved sublease to any Approved Gowrnmanlel Entity, by using commercially reasunublc elTorts to comply with the State Requirements specified in _xhtbit " "atached hereto. Any Sublease permitted without the consent of Landlord under this Section 11 12 (it"Permitted Su blouse") shall not be subject to any the requirements, restriction or limitations set forth in Section 112, 'ccti n t , Section 1 A. Section 1 „5, or Section 11.6 below 11.2 Nntice to Landlord. If Tenant desires to make a Transfer (other than a Permitted Sublease), then Tenant Shull submit to Landlord: (a) a Proposed Transfer Notice at least twenty (20) business days (slid not more than one hundred eighty (190) days) prior to tho effective date of tie proposed Transfer, and (b) tour (4) originals ordho proposed assignment or sublease or otter Transfer document oila Nuirh approved by Landlord and lour (4) originals of the Lm c lord's Consort to Sublease or Asslg meat and Assumption of Lease and Consent executed by Tenant and the proposed Transferee. If Tenaul modifies nay of the material terms still conditions relevant to a proposed Transfer specified in the Transfer Nonce, Tenant shall resubmit such 'transfer Notice to Landlord for Its consent, Following delivery are Tmasl'er Notice, Tenant shall additionally provide such other information or materials with respect to ilia proposed Transfer and/or Transferee as Landlord may reasonably request, including. without limitation, credit reports, husinoss plans, operetinghistory, bank and character references. 11.3 1,andin M.'s. Reelmlure Right , At tiny lime within twenty (20) business days ater Landlord's receipt of oll of the intinrnmtlnn and documents described in Section I 1 ?, Landlord may, at its option, in Its sole and absolute discretion, by written notice to Tenant. elect In: (it) fin the ease orn proposed sublease, Sublease the Premises at the portion thereof proposed to be sublet by Tenant upon tie same terns as those offered to the proposed subtenant; (b) in the ease are proposed assignment, take an assignment of this Lease upon tie some tw'ms as those offered to the 86111'014e Center Or-CirV ofSrnan.lmr Lelia'¢ -I o- 80A-529 proposed assignee; or (a) terminate this Loose fit Its entirety or as to the portion of the Premises subject to Ilia proposed Transfer, with a proportionate adjustment in the Rent pay ablehereunder ifthis Lease is loin in start as to less than all of die Premises. For the avoid nilce of doubt, this Section I I.$ shall not apply to any Permitted Sublease. 11.4 Landlord's Consent: Standards, 11.4.1 If Landlord does not exercise any off is options described in Section 11.0 above, than within twenty (20) business days following its receipt of a Transfer Notice (and all of the other Items described in Section 2 above), Landlord shall notify Tenant whether it will grunt or withhold its consent to the proposed Trmnsfer in acwordance with Sadtl n I below, Landlord's consent to any proposed Transfer shall not be unreasonably withheld; provided, bowover, that hi addition to any otter grounds available hereunder or under applicable Law Far 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) fa Landlord's good faith judgment: it) rite proposed Transferee does not have tie financial Strength (taking Into account all of tlhe'I'ransferee's Other actual er potential obligations and liabilities) to perform its obligations with respect to die 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 orengaged In a business which is not consistent with die quality of the Project or tie business and operations of the proposed Transferee are not of comparable quality to the business and operations being conducted by direct tenants of Landlord fn the Project or fill) than use of the Premises, the Building or the Project by the proposed Transferee would: (A) significantly increase pedestrian b•afffc in and not of the Building and/or die Project, (B) generate increased loitering in Common Areas, (C) Increase security risk, or (D) require any alterations to tie Building or the Project to comply with applicable Laws; (b) the proposed Transferee has the power of eminent domain, is a governments] agency or an agency or subdivision are foreign govemmenp (c) the proposed Transferee intends to use any part of the Promises 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 Cie proposed Transferee (1) occupies space in tie Project or has negotiated with Landlord within the preceding one hundred eighty (I80) days (or is currently negotiating with Landlord) to lease space In the Project or (if) is a direct competitor of Landlord; (a) an Event orDefautt then exists; (0 the proposed Transfer would cause Landlord to be In violation of another lease or agreement to which Landlord is a party or would give on occupant or 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 allmv the Transferee to exercise a right of'renewal, dghL Of expansion, right of Orat offer, or other similar rights held by Tenant (or will allow the Transferee to oceupy, space leased by Tenant pursuant to any such right); (1) the proposed Transfer would be on economic leans (based upon effective rental rules) more favorable to tie Transferee than the economic terms than being accepted by Landlord for comparable direct teasing transactions in the Project; or u) the proposed Transfer would result Ili more then (hree subleases per each full floor or tie Premises being in affect at any one time during the Term. For tie avoidance of doubt, this Section 11 Al shall not apply to any Permitted Sublease 11.4.2 Notwithstanding anything to the contrary fa this Lease, If Tenn it or any proposed Transferee claims that Landlord has unreasonably withheld its consent or otherwise acted in a manner not permitted under this Article I I then ilia sole remedy or Tenant and such proposed Transferee If such claim is detemtned by a court Of competent jurisdiction to be successful shall be a declaratory judgment and an injunction for tie relief sought without any monetary damages or other monetary relief. To the maximum extent permitted by Lew, Tenant and each proposed Transferee hereby waive any and all otter ramedfes, including, without Ilailti tlon, shy right at law or equity to terminate this Lease with respect to anysueh claim. Tenant shall fndannify, defend, protect and hold hamtless Landlord tam anyand all Claims involving or assetod by any third party or-pirlles (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 Arjicla 11. Tenant ackwwledges that Tenant's rights under this Article 1 I satisfy the conditions set faith (n Section 1451 A of Cie California Civil Code with respect to tie availability to Landlmvl orcenuin remedies for a default byTeal under this Lease. 11.5 Transfer Pro7ou Subject to tie provisions of this Article I I If Landlord consents to any Transfer (other than a Permitted Sublease), Tenant shall pay to Landlord fifty percent (50""%) of any Transfer Profits. Tenant shall provide Landlord with a detailed statement setting forth the calculation orally Tinsrer Profits that Tenant either has or win l derive front a Transfer, Landlord or !(a representative shall hove the right at nil reasonable times to audit tie books and records of Tenant with respect to ilia calculation or Transfer Profits. IF such inspection reveals an underpayment by Tenant or Transfer Profits, Tenant shall pay to Landlord the deficiency and die cost aFLand)ord's audit within ten (10) business days after its receipt of the results ofsuall audit. For the avoid So cc ordoubt, this Section It.5 shah l not apply to any Permitted Sublease 11.6 Landlord's Costa, Willi respect to each Transfer (other than a Pentilued Sublease) proposed to be consummated by Tenant, whether or not Landlord shall grant consent, and whether a• list Landlord's consent shall be required, Tenant shall, within ten ( 10 ) has !it uss clays alter written request by Landlord, reimburse all of'Landlard's Review Expenses raluting to such proposed Transfer. For the avoidance of doubt, this Section 11.6 shall tint apply to rely Permitted Sublease 11.7 Continuing Liability nr Tellnot. Notwithstanding the consummation or attempted consummation of any Transfer under this AdIcla I j (including. but not limited to, any assignment of this Lease), Tenant shall remain as fully and primarily fiabic for the payment critent and for tic perrennance of all other obligations orthe "Tenant" contained in (his Lease to the same extent us drills Transfer had not occurred. Any act or omission or nay Transferee tin( violates the terms oflhis Lease shall be deemed a dethult by Tenant under this Lease. and following expiration ufthe applicable notice slid cure period, shall be deented an Bvent ofDcfnuft, in which case. Landlord may proceed dirdedy against Original Tenant (ondlor any or Its successors as ilia "Tenant' hereunder) without the necessity or cshaustug its remedies against such Transferee (notwidnsearding ilia that that die Original Tenant (and/or any or its successors its the "Tenant" hereunder) may have assigned all or its right, title and Interest In this Ursa). Landlord may consent to subsequent Tanslbrs orthis Lease with Transferees or Tenant. upon notice nr 'Tenant. but without obtaining its or their consent thereto. And such action all aII not relieve Tenant ol'its lilibility under this Unit, 11.8 &OV•rivei The consent by Landlord to any Transfer shall not rolicvc Tcnaul, or any Tenon olai6dng through or under Twirl, of the obligntlnn to Obtain the consent of 1.Andlol'd. pursuhnl in this Article 11, to any Ibrther Translbr. Following any Transfer, Landlord may collect Itev final the Transferee without waiving nay' rights hereunder, and cniloculon ort a Rant fi•unh a Person other than Tenant shall not he Slit F ONO Cooler Dr— CIO, ofSanat, Ina Leisry -I1- 80A-530 :*AVMII: WIN deemed a waiver of any or Landlord's rights under this Article I I, an acceptance of any Transferee as a tenant of Landlord, or arelease of Tenant From the performance of Tenant's obligations under this Lease, ' Aid'1'1CLE12•SUU9RD[NATION AN1)ATr NadENT•ES'OIPPELCERTIFICATES'FIN,ANC,eIALSTATCNIULM, 12.1 Subordination and Attornment, 12.1.1 This Lease, and the rights and interests or Tenant hereunder, ere and site[] be subordinate to all Security Instruments which now or hereafter constitute a Ilea upon or affect the Project, the Building or the Premises and the rights and interests or the Eolders disturb Security instruments. Such subordination shall be effective without the necessity of die 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 anysuch Security Instruments to this Lease, and in such case, in die event of die 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, notwltlhstanding such subordination, attom to and become the Tenant of the successor in interest to Landlord at the option of such successor In interest. Furthemhore, Tenent shall within live (5) business days of demand therefor execute any Instruments or other documents which may be required by Landlord or the Holder of any Security Instrume ll, 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 die foal required by ilia Holder of the Security Instrument requesting the document. If requested to do so, Tenant shall atom to and recognize as Tenant's landlord under this Lease any superior lessor, superior mortgagee or other purchaser or person taking title to the Building by reason of the termination or foreclosure of any Security Instrument, end Tenant shall, within five (5) business days of demand therefor execute any Instruments or 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 I, 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 medilication or modifications will not cause an I nereased cost or expense to Tenons, 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 se 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 Certllleales, Tenant shall, upon not less than ten (10) business days prior written annals from Landlord, execute, acknowledge and deliver to Landlord a statement In writing certifying those Rots for which certfication has been requested by Landlord or any current or prospective purchaser or current or prospective Holder or any Security Instrument, Including, without limitation, that: (a) this Lease is unmodified and in full force and effect for setting fmdh any modifications that have occurred), (b) the dales to which the Base Rent and other forms of Rant payable hereunder hove 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, specirying each such default ofwhich Tenant may have knowledge), and (d) any other facts forwhich certification is reasonably required by Landlord or customarily required by any prospective purchaser or Holder to which such estoppel certificate is being Provided. 'rhe form of the statement altnched hereto as Ex 't "" is hereby approved by Tenant for use pun uant to this Section 121, but Landlord shall have the right to use other forms Cur such purpose. Tenant's failure to execute and delver such statement within such time shall be con elusive upon Tenant that this Lease is in PoII force and effect without modification except as maybe represented by Landlord in any such certificate prepared by Landlord and delivered to Tenant, Any statement delivered pursuant to this Section 12.2 may lie relied upon by any prospective purchaser, mortgagee, ground lessor or odrer like encumbrancer thereoror any assignee of any such encumbrance upon the Building or die Project. 12.3" "ffimieinl Stnteinenfs-A1 any tfnio'du inp;'Uhe Temi, lennnF'sholl; upod"Fve (5)"bustness� ys' pnnr notice from Landlord, provide Laodlord with then current fiaancial statements and financial statements for each of the two (2) years prior to the then current calendar year Au Each of Tenant and die Gummolar (if any). Such statements shall be prepared in accordance with general ly accepted accounting principles, consistently npplIAd, and slialI be audited by an independent certified public accountant. ARTICLE 13—CASUALTY; TAILING 13.1 Casualty 13.1.1 Recall, of the Promises. Tenant shall promptly notify Landlord in writing (a "Damage Notice") orally 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 damago rosuiling from any Casualty ("Casualty Damage"I subject to reasonable delays for insurance adjustment or other matters beyond Landlord's reasonable control, rand sub,Iect to all other tarots of this §eqC 1 L, begin to repair the damage to the Project and the Promises res'niting from such Casualty, and shall proceed with reasonable diligence not to exceed 60 days to restore the Project and Premises (tile "Reatal'atlaa') to substantially the same condition as it existed before such Cosunhy, 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 In repair or replace any ol'the Leasehold Improvements or any or Temanl's Personal Property (all ofwhiah shall be promptly repaired, restored and/or replaced by Tenant). Landlord shall have no liability forany Inconven(encu or unnoynnce to ?client or injury to Tenant's business as a result ornny Cosually, or the Restoration, regardless ortho couse therefor. Buse Rent, find Additional Rent payable under Sections 4.2 and 11, shall abate if find to the extent Tenant causes to occupy a material portion of the Prandscs that was dantngeti by a Casualty and rendered unlit for oceupmtcy (for the Permitted Use) as it result 11 ereor. fur the period al' time conuuencing on the date Tenant vacates such damaged portion of the Premises anti cvmthaling until tine Premises Restoration is subsmmiully complete (as reasonably determined by Landlord); provided, however, drat such nbaement shall be limited to the proceeds ofrental interruption insurance proceeds with respect to the I'rendses and such Casualty collected by Landlord. 13.1.2 Esreptions to Landlord's ObIluillitilis. Notwithstanding anything to the contrary contained in this Section 13.1, Landlord shall how no obligation to repair the Premises and shall have the right to terminate tills Lease in oily onse where: (u) any portion ordiii Premises or any material portion orthe Project is damaged and (b) tiny critic following conditions exist: (I) Landlord estimates in good faith that the Rest ratoo cannot ruasonob]y be completed (without the payment orovernme) within one hundred eighty (180) days of Landlord's discovery of the 801 WCa le Connor Ur —Lip, ofSmrru.lnu Leure .12. 80A-531 EXHIBIT 1F Casually Damage, (if) ilia Flulder of any Security Instrument requires any insurance proceeds with respect to such Casualty Damage to be applied to the outstanding balance of Ilia obligation secured by such Security Instrument, (lid) the cost of the Restoration Is not fully covered by Insurance proceeds available to Landlord and/or payments received by Landlord from tarsals, (iv) Tenant shall be entitled to an abatement or Rent under this Section 13,1 for a period or time In excess of thirty-three percent (33%) of Ilia remainder of the Term, or (v) such Casually occurs during die last eighteen (18) months ol'the Term (disrcgnrding Extension Terms, if any). Such right of termination shaft be exercisable by Landlord by delivery of written notice to Tenant tit any time following the Casually until sixty (60) days Following the later of: (A) delivery of the Damage Notice or (B) Landlord's discovery or determination of say of the events described In clauses (i) through (v) cribs preceding sentence, and shall be effective upon deliveryorsuch notice of lerminntion for ifTenat has not vacated he Promises, thlrly (30) days thereafter), 111.3 R4dyer. Landlord and Tenant agree that file provisions of this Section 111 and the remaining provisions of this Lease shall exclusively govern the rights find obligations of die 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 affect (including, without limitation, Sections 1932(2) and Ig33(4)'oFthe California Civil Code, as amended from time to tints), 13,2 TAkiiie, IfthewholeoramaterialportionofthePremises,theBuildingortheProjectshallbetakenunderthepowerofeminent domain, or sold to prevent the exercise thereor (collectively, a "Taking"), this Lease shall automatically terminate as of tie earlier of the dote of transfer of title resulting from such Taking or the date of transfer of possession resulting f-om such Taking (the "Tatting Dew'). In file event or n Taking orsuch portion of the Project, the Building or die Promises as shall, In the opinion of Landlord, substantially interfere with Landlord's operation !hereof, 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; (o) Landlord shall, with reasonable diligence and at Landlord's cost (to the extent orthe 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 Rase Rent payable hereunder shall be reduced proportionately based on the portion of tire Premiers so taken, Except as expressly provided otherwise in this SeEtIoll 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 o 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 act otherwise assort any claim against Landlord or Elie condemning authority). No Taking or any portion of the Premises, the Building a, die Prglect (or any portion thereof) for a period of less than two hundred seventy (270) days (a "Temporary Toldng") shall terminate this Lease or cantle Tenant to any abatement or ilia Rent payable to Landlord under this Lease; provided, however, Ills[ any award for any such Temporary Taking shall belong to Tenant, but only to the extent dint the mvard applies to any time period during the Tenn of this Lease. This Section 3.2 shall be Tenant's sole and exclusive remedy in the event of a Taking. Each party hereby waives the provisions or Sections 1265,130 and 1205.150 of the California Code of Civil Procedure and the provisions o f any successor or other law of like Import ARTICLE I4—INDCYINICTCVTION AND INSURANCC 14.1 W;rivrr of Liability sad lndunnificntlog, Except to tho extent expressly provided to the contrary herein, Tenant Itcibywaives all claims and causes of action against Landlord and all of the other Landlord Parties for any damaga to persons or property (including withoat limitation, loss orprofits and fnnmgibie property) In any way relating io Tenant's use and ocanpanoy oFtho Premises from any cause A hars laver, lududing, without limitation Ill re, explosion, failing plaster, steam, gas, air contaminants or emissions, electricity, electrical or electronic emanations ordisnabnuccq water, rain or snmv or leaks from any part the Building or from tie 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 misch tat Tenant shall indenmi ly, defend, protect cad hold hominess 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 Temat Party, (a) 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 indolently, defend or hold Land lad or any of the other Landlord Parties harmless to ilia extent that any such Claims arise out of the gross negligence or Md Will mlsconduol of Land lord, its agents or employees, 14.2 Insurnne e. At all times during the Term ofthis Lease, Tenant shall: (n) procure end maintain, at its sole expense, the insurance policies described in ,x nib't 1101, attached hereto and (b) otterwhe comply with each and all of the obligations and requirements set forth In EAM �. Landlord makes no representation that the insurance coverage specified to be corned by Tenant pursuant to this Exhih't- "is adequate to protect Tenant against Tenant's tin deriakings under the terms ofthis Lease or otherwise, said if Tenant believes that such insurance coverage required under this Lease Is furs trident, at its own expense, Tenant shall provide Such additional Insurance as Tenant deems adequate, 14.3 Willi or of Suhrouatinn. Notwithstanding arty provision ofthis Article 14lo the conu•nry, Landlord and Tenant intend that their respective property damage loss risks shall be borne by their respective insurance carriers to the extent of the property damage insurance that each of Landlord mid Tenant are required to carry under Etillibit 1101, and it as expressly provided ol6ciwise In Nis Lease, in the event are property loss. each of Landlord cats Tenant hereby agree to look solely In, and seek recovery only tam, their respective property drainage insurance cmriers to the extent rind such property loss is ora type that is covered by ilia property thematic insurance it is required to catty under " 'b t "0 As long as such waivers of suhrogmiou are rcusonubly available, enoh orthe parties hereto harehy wolves all of' Its rights and claims against each of the other parties Ile`retn for such fusses. unit provided such waiver of suhregation shall not affect the right ol'such party as ilia Insured under its property damage policy (air policies) In roeovor thereunder, waives oil or he rights ofsubroi udi n urns property damage insurers. The parties hereto further agree that, so Iang as no material additional premium is charged thaml'ore, their respective property insurance policies arc now, or shall be, endorsed such that the tn•eguing waiver arsubrogution shall not affect the right of thu Insured to recover dhnvunclon ARTICLE 15—P1r l'NTS OP UPI'11II'I' 1ND RI'\ICDICS 15.1 1 %c ns u f D anti Itr fennel, The occurrence or any addle following shah l ennsdtute u matcritd dciirult and branch or this Lsnso by Tenam tun "Ea•cnt of Dc0ud1"); Of IMPIe ('rnldr• Or- Cis' sfSanra drrn Lease -17- 80A-532 EXHIBIT 1F 15,1, I Any failure by Tenant to pay tiny Real or any other charge required to be paid under lids Lease, or Any part thereof (or to perform any of Its obi illmlons under AilicIu 6 above), if such failure continues for three (3) days following Landlord's delivery or written notice thereof. 15.1.2 The abandonment or the Premises by Tenant, or the vacation of the premises by Tonan for a period of ten (10) consecutive days (with or without the payment of Rent), or lie failure of Tenant to take occupancy of the Premises within thirty (30) days of die Commencement Date (It being agreed dint the fact that any of Tenant's Property remains in the Premises shall not be evidence that Tenant has not vacated or Abandoned die Premises). 15.1.3 Any fallme by Tenant to execute and deliver any statement or document described in Article 12 requested by Landlord within the time periods sped fled therein, Usuch failure continues For tlirce (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, otter than those described in Sections 15.1.1, I= and 15 U 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 thereat; provided, however, that if the nature of the default is such that it Cannot be cured within the twenty (20) day period, no Event or Default shall exist if Tenant commences the Curing of the default within the twenty (20) day period and thereafter diligently prosecutes the same to oompledon. 15.1.3 The making or furnishing by Tenant of any warronty, representation or statement to Landlard 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 Alroished. 13.1.6 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 of against Tenant or any general psltuar orTenant, (b) a petition or answer by Tenant or city general partner of Tenant seeking relief under any provision cribs 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 or a trustee, receiver or liquidator of Tenant or any general partner of Tennnt or any property of Tenant or any general partner of Teo❑nt, (e) A proceeding by any governments[ authority for die dissolution or liquidation of Tenant or any general partner of Tenant or any other instance whereby Tenant or any general partner of Tenant shall cease doing business es a going concern, or (t) an admission by Tenant or any general partner of Tenant of its inability to pay its debts sit 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 die participation by any such guarantor in any other event described in this S9QdQn 13,1 (as if this Section 151 S referred to such guarantor In place of Tenant). 15.1.9 Any default that continues beyond the applicable notice And cute period by Tenant or any Affiliate of Tenant tinder any louse (other than thia Lease) between: (a) Landlord or any Affiliate of Landlord and (b) Tenant or wty Affiliate Amaral, All of die notices described in this Section. 15,1 shall be in lieu of, And not in addition to, any notice required under Section I I61 or the California Code of Civil Procedure or any other law new or hereafter in effect requiring that notice of default be given prior to We commeocemant a r an unlawful dcminer or other legal proceeding. 13.2 Remedies, Upon tie occurrence or any Event of Default by Tenant, fit addition to tiny other remedies available to Landlord at low or in equity, without any further notice or demand whatsoever Landlord shull have the option to pursue any one or more of the remedies described in 5action I of i it'9T, attached hereto, each and All of which shot[, subject to applicable law, be cumulative and nonexclusive(And all of lbe other provisions or Section I of Exh ibis"H" shall apply to mY Event of Default by Tenant hereunder), ARTICLE 16—L1NIy1 DRD DEFAj.II T• 1 A\LORD'S i 1 \DTI ITV 16.1 LAmilfird Maid. Landlord's failure to porlbrin or observe city or fls obligations under this Lease shall constitute a niaterid defoull by Landlord under this Lease (n "Landlord Default") only reach failure shall continue fur a padod orthirty (30) dnys nRer l,nndierd (lad each Notilled Party) receives written notice from Tenant specifying (and describing in rcasonabie detail) the alleged default (and Identifying the Applicable Lease provision(s)); provided, however, that f Epic nature oYthe default is such that h cannot be cured within the thirty (30) day period, no Landlord Defulkshall exist If Landlord (or any Nolifwd Party) connicnces the curing of the Applicable default wftlifn thirty (30) days rollowing its receipt of Tenant's default notice and thereafter diligently prosecutes the same to colupletkal. Subject to the remaining provisions of this Lease, Following tnc occurrence Gilroy Landlord Defauh,'fenant shall have (fie right to pursue nay remedy available under Law for such Landlord Default by Landlord; provided, however, that in no case shall Tenant hays any right to nmifnnte this Lease on account of nny such Landlord Deraut. 16.2 Landlord's I,eggA UAQcrtnkin ey Notwithstanding anything m the conhvty contained in this Lease or any other Lease Documents, It is expressly understood and agreed by and between the parties hereto thm: (a) the recourse at' Tennnt or !is successors or assigns against Landlord (and the liability of Landlord to Tenant, its successors and assigns) with respect to: (i) may netual or olicged breach or brooches by or on the part or Lciidlord of any of Landlord's Lease Undertakings m (if) any mutter relating n) Tenant's use or occupancy of the Premises shall be limited to tin amount equal to the lesser of; (x) Landlord's equity interasl in die Building and (y) the equity interest Landlord would have in the Building if the Building were encumbered by independent sccurod himncing equal m eighty percent (9004) of die value of the Building; (b) Tenant shall have no recourse against any other nasals of Lmidlord nr any other Landlord ronies (or their o(lce,s, directors or shureholdem); le) except to the extent of Landlord's equity interesl In the Duilding(to lire extent provided nbovc), at, personal Ifniflity or personal responsibility ofally sort with respect to any of Landlord's Lease Undertakings nr any alleged brooch thereof is assumed by, or shall of any time be useerted or entnrceable Against. .01 16'MIr Center Dr— CfOtnfSuute Ann Lunge .14- 80A-533 EXHIBIT IF Lard land or any of the other Landlord Patties, and (d) at no time shall Landlord be responsible or IIable to Tenant for Day lost profits, lost economic oppotunWes orally form of consequential damage as the result of any actual or alleged boa all by Landlord of Landlord's Lens Undertakings or in connection with any other matter relating to Tenant's use or occupancy orthe Premises. 16.3 62 le by Landlord; Asale or conveyance by Landlord OF the Project or or any portion thereof containing the Premises shall operate to release Landlord fto n any Ifall I] fty with respect to any of the agreements, obligations, covenants or conditions, express or implied, heroin con lained in favor of Tenant that are to be peirfanned after (and/or that first Amnre after) such sale or conveyance, and Tenam 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 implfed, herein contained in Ihvor of PenanI Ill at are to be performed after (or that firsd accrue alter) such sole or conveyance (and for satisfaction of All liabilities arising out of the same), This Lease shall not be affected by any such sale, hanvever, and Tenant agrees to attorn to the purchaser or Assignee, such adornment to be effective and self-oporative without the execution ornny further instruments by any of the parties to this Lease. AIMCLIE 17- MISCELLANEOUS 17.1Not! eas, All notices, requests and/or demands which Landlord or Tenant may be required, or may desire, to serve an the other (or any Holder) shall, except as expressly provided otherwise herein, be in writing and may be served, as ant alternative to personal service, by malling the same by registered or certified mail, postage prepaid, or by u reputable overnight courier service, which provides evidence of delivery, addressed to the Landlord at the address for Landlord set Forth in limit 11.2 of the Basic Lease Provisions and to Tenant at the address for Tenant set forth in Item I Ll of pre Basle Lasso Provisions, or, from and altar the Commencement Date, to the Tanmht at the Promises whether or not Tenant ties 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 domand shall be deemed to have been served at Ale time the same what posted. 17.2 ol(ers. Tile parties recognize as the broker(s) who procured this Lease, Ate firms) specited in Item p of die Basic Lease Provisions and agree Vint Landlord shall be solely responsible for the payment orally 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. IFTenant has dealt with any other person or real estate broker In respect to leasing, subleasing or rantng space in the Building, Tenant shall be solely responsible for die payment of any too due said person or firm and Tenatl shall protect, indemnity, hold harmless and defend Landlord from any Claims relating thereto, 17.3 Riebts Reserved by, Landlord. 17.3.1 Entry by Landlord. Landlord may enter ilia Premises at All reasonable times to: (a) inspect Ate 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 be provided by Landlord to Tenant tinder This Lease; (a) post notices of non -responsibility; (a) exercise any of Landlord's rights or perform any OF Landlord's obligations under this Lease; (f) make repairs or improvements in or to the Project or the Premises (provided, however, 1hat.oll such work shall be done As promptly as reasonably possible And so as to cause as little Intcrfereice to Tenant As reasonably possible) or (g) for any other reasonable purpose. Tenant hereby waives any claim for damages for oily injury or inconvenience to, or interference with, Tenant's business, any loss of occupancy or quiet enjoyment ordre premises or any other loss occasioned by such entry. Landlord shall at all tunes have and retain a key with which to unlock all of the doors in, on or about the Premises (excluding Tenanl.'s vaults, safes and similar areas designated by Tenant in writing in advance), and Landlord shall have- die right to use any and all means by which Landlord may deem proper to open,such doors to obtain entry to the Promises, and any entry to the Premises obtained by Landlord by any such menus, or otherwise, shall hot u nder tiny circumstances be deemed or construed to be a Forcible or unlawful entry Into or a detainer of the Promises or al eviction, actual or constructive, of Tenant from any part of the Premises. such entry by Landlord shall not act as a termination OFTenant's duties under this Lease. If Landlord shall be required to obtain entry by means other that a key provided by Tenant, the cost of such entry shall be payable by Tenant to Landlord. 17,12 Right to Leask: Protect Or Balliflne Name and Skean c, Landlord reserves the absolute light to: (a) tense space in the Project and to aeale such other tenancies In the Paved as Landlord, in its sole businessjudgment, shall deta nine is in Ate best intervals of the Project; (b) to change the name or street address of due Building and/or die Project; And (c) to Install, offrx and maintain any and all signs nil the exterior and on flue Interior of the Building and/or the Project as Landlord may so desire, In its solo discredon, Landlord does not represent mid Tenant does not rely upon ally specific type or number of tenants occupying any space In die Building or the Project dining the Tenn otitis Lease. Tenant shall not, without die prior written consent of Landlord, use die none of the Building and/or the Project, orally pictures or Illustrations ofthe Building and/or the Project. in Tenant's advertising or in any Other publicity, and to the extent that Landlord grunts such consent, shall refer to the Building and/or dic Project by the nano designated by Landlord. 17.3.3 Thu Other Improvements. 1f penions or the Project or properly udjacent to the Project (collectively, the "Other Improvements") nre owied by nil enthy outer than Landlord, Landlord, at Its option, [it its sole and absolute discretion, any cniar into An ugreemenl will) the owner or owners orally or all of the Other Improvements to provide: (a) For reciprocal rights of Access and/or use of the Projcet and the Otter Implvvemana; (b) for 1110 Donation managoment, operation, maintenance, improvement and/or repair of nil or any portion of the Project and the Other Improvements; (o) for the allocndon of A portion of the Operating Expenses to the Other Improvements slid the operating expenses and taxes for the Other Improvements to the Project; and (d) for tho useorinaprovement of the Other Improvements and/or die ['reject in correction with the Improvenncnt, cnnanuotion, and/or excavation critic Other Improvcoleats and/or the Project. Nothing comained herein shall be deemed or construct to limit nr otherwise Urrect 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 Rear Alton of the Prolecl bud Other I nnrhvemenls/Construction of Nov Improvements. Tenant acknowledges that portions of the Project und/ar the Other improvements may he under constnicliun I'olfowing'rariRm's occupancy orthe Premises, and that such constriction may result in levels ornulsc, dust, obstruction orucccss. etc. which are In excess of that present in a filly constricted project. Tenant Acknowledges and ugreas that Landlord may after, rennnlef, Improve and/or renovate (collectively, ilia "Ca list ru din Work") the Building. Premises, and/or the Project (including. without Ilmhhfvn, by constructing now improvements in Common Areas), and in ceuncedon with airy Construction Work, Landlord nutty. Among other things, erect scaltolding or other necessary structures In the Building, or elsewhere In or at the ,Sol VV'ChdrC4nlurDr-C.'ilr ❑fSnurrr.Uua Leave d s. 80A-534 EXHIBIT 1F Project, restrict access to portions of the Project, including portions of the Common Arens, 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 Teanni nor entitle Tenant to any abatement of Real. Landlord shall have no responsibility or liabll ity to Tenunt for any injury to or interference with Tenant's business Arising Bnm any such Construction Work, and Tenant shall not be entitled to any damages Bum Landlord for loss of use or the Promises, In whole or In part, or for loss of Tenant's personal property or Improvements, resulting from tie Conttrtretan 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 Qther 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 Tenunt's use or possession of the Premises or giving rise to any claim for setoff 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 internai lighting that may be visible IFom the exterior of the premises and, notwithstanding the provisions of Article 10. the design, nrrangerl style, color And general appearance of the portion cribs Premises visible from the exterior, and contents thereof, including, without limitation, furniture, fixtures, signs, art work, wall coverings, carpel and decorations, and all changes, additions and removals Iherete, 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 provailing In first class office buildings in the area; (b) to display the Premises and/or tie 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 eiria , 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 Pmject, provided such exclusive right shall not operate to prohibit Tenant from using the Premises for the purposes permitted underlhis Lease; (e) to prohibit the placement of vand]ng or dispensing machines crony kind in or about the Premises other than for use by Tmonl's employees; (0 to prohibit the placement of video or other electronic games in the Premises; (g) to Ihnve access for Landlord and other tenants of the Building to any mail chutes and boxes located In o• 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 2.1.3to 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; (1) to install, operate and maintain surveillance systems which monllor, by closed olrcuil television or otherwise, all persons entering or leaving me Building and/or the Project; 0) 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 tie Pemises; (1) to modify, change, add to or delete the design, configuration, layout, size, Ingress, egress, areas, method or operation, and other characteristics of or relating to me Parking Facilities at any time, and/or to provide for nomtse, partial use or restricted use of portions thereof, (m) to delegate control of the Perking Facilities to a parking operator (and/or to master (case the Parking Facilities to a parking operator) in which case Landlord may assign any or all of the rights, including dgbts of control, Attributed hereby to the Landlord to such parking operator, and (n) to take (and require Tenant to take) reasonably appropriate notion to comply with any Law or mandatory controls or voluntary controls promulgated by any governments] or quasi•govemnianud 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 o f traffic, tronsportation or parking in or around the Project. 174 Light and Ali. No dimiutdion or shutting off of any light, air or view by any structure now or hereafter erected shall In any mammal• affect this Lease or the obligations of Tenant hereunder, or increase any of the obligations of Landlord hereunder. 17,5 Fared Maidure. 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 irsuch failum is caused by any reason beyond die control of Landlord, including, but not limited to, strike, labor trouble, governmental rule, regulations, ordinance, statute or Interpretation, or by tie, earthquake, civil commotion, or failure or disruption of utility services (n "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 Moje re Event whether sinhilar to or different from the foregoing types of occurrences. 17.6 4VInI-ncvs' Fees; Covcrning Law; No Conn to rats Im' Choice ar Lnwsi waiver of ity Triat. 17.6.1 Attorneys' Fees, if either Landlord or Tenant shall commence say action cromer proceeding against the other arising out oC or reiatiog to, (his Leuse or the Premises, the prevailing party shall be entitled to recover from the losing party, in addition to nay other relief, its actual attorneys' fees irrespective of whether or not tine action or other proceeding is prosecuted to judgment and irrespective of any court schedule of reasonable Attoneys' Ices. In addition, Tenant shall reimburse Landlord, upon demand, for all ronsonable nuomeys' lies incurred in calleudrig RenL urodloryvso seeking enforcers l against Tenant, Its sublessees and assigns, of rennnt's obligmions under this Lease. 17.6.2 Governing Low. This (ease shall be governed by, and construed in accordance with, the laws of the stale of California (without regard to its conllict orimvs principles), 11.63 Choler of Jurisdictimr. Tenant hereby submits to local jurisdiction in the Sure of California and agrees that any nation by Tcnnnt Against Landlord shall he instituted in the State of Cnllrornin and that landlord shall have personal jurisdiction over'I'ennat rurally notion brought by Landlord against Tenant iu the State of Calii'omia, 17.6.4 Waiver of Trial by Jury. TO THE FULLEST EXTENT PERMITTED BY LAW, LANDLORD AND TENANT EACH EXPRESSLY WAIVE THEIR RIG[ ff TO TRIAL BY JURY BJ ANYTRIAL IIELD AS A RESULT OF A CLAIM ARISING OUT OF OR IN CONNECTION WITH THIS LEASE IN WHICH LANDLORD AND TENANT ARE ADVERSE PARTIES, THE FILING OF A CRDSS• COMPLAINT BY ONE AGAINST'I'I IE OT111?R IS SUPPICIENT T'O MAKE THE PARTIES "ADVERSE" 17.7 OFAC C:Qnmiimcu. 'fenard represents, warrants and covenants to Landlord: (a) that neither pie Tunom nornny person or to llly thai directy chars a 10%nr greater equity interest in it nor any of its ollieers, directors or mnnogiog members is a person or entity with whom U.S. $Of 0, C'8dr Ceua"r Or•_C)a, n)Bantu Ann Lraen .16- 80A-535 EXHIBIT IF persons or entities are restricted from doing business corder OFAC regulations (including those named cot OFAC's Specially Designated and Blocked Persons List) or under any statute, executive order (Including, without limitation, Executive Order 13224, or other governments] action, (b) that Tenant's activities do not violate the Money Laundering Act, and (c) that throughout ilia lean terthls Lease die Tenant shall comply with Executive Order 13224 and with the Money Laundering Act. 17,8 State;Sneeilie Reauh•ements, 17.8.1 Califarnin Civil Code Section 1938. As of the date orlhis Loose, the Premises, Building and Project have not been inspected by a Certified Access Specialist ("CASp') as referred to in Section 1930 of the California Civil Code, A CASp can Inspect the subject premises and determine whether the subject premises comply with all of the applicable eonstmotion-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 thorn obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy ortic lessee or tenant, if requested by the lessee or tenant, The parties shall mutually agree on the girangements far the time and manner of the CASp Inspection, the payment of Ilia fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction -related accessibility standards within the Premises, 171,2 California Pubyg Blis9tirces Code Section 2540210. Pursuant to California Public Resources Code Section 25402.10 and the regulations adopted thereunder (together with any future 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 Paribas (Including, without limitation, prospective purchasers, lenders and tonaVs orthe Project) information concerning to anoumt of electrical powar consumed at the Project ("Electrical Energy Use Disclosures"), and (b) in order to ranks 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 ally applicable portion thereof that is measured by n meter in Tenant's name). Accordingly, Tenant agrees to cooperate with Landlord in connection with any such Electrical Energy Use Disclosures, including, without limitation, by providing to Landlord, within ten (10) days following Lessor's request therefor; (i) copies of (or access to) bills or other records reflecting the delivery oreiectrical power to die Premises or any applicable potion thereof that is measured by a meter in Tenant's name and/or (11) other information (such as without limitation, ilia numbarof employees regularly world i g at the Premises (or any applicable potion thereof), the types of equipment regularly used at the Premises (or any applicable portion tliereal) and/or the regular operating hours at the Premises (or any applicable portion trercof)) that is reasonably required for Landlord to estimate the amount or electrical power consumed at die Premises. 17.9 Fah- Ptripaymont Practicas/Npi-hiscriminntlan, Landlord agrees, subject to applicable laws, rules and regulations, that no person shall be subject to distudininallon in the performance of this Lease on the basis of race, color, religion, na/onal origin, sex, aexuat orientation, gender Identity, AIDS, AIV status, age, disability, handicap or veteran status, Landlord shall take affirmative action to ensure that applicants are employed and dial employees are treated during employment without respect to any of these bases, including but not limited to employment, upgrading, donvidon, transfer, recruitment, recruitment advertising, layoff, termination, rates ofpoyorother forms of compensation, and selection for training, including apprenticeship. 17,10 Interpretation, Tenant acknowledges that it has read and reviewed this Lease aid that it has had ilia opportunity to confer with counsel in tie negotiation of this Lease. Accordingly, this Lease shall be construed neither for nor against Landlorrd 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 highligliting are for convenience only and shall have no affect on the Interpretation of this Lease, All tortns and words used In this Lease, regardless of the number or gender in which they are used, shalt be dacmed 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'fe Cant are separate and independent covenants or Tenant, and not dependent on any other provision of this Lease. Time Is of Ilia essence of this Louse and the performance of all obligations hereunder. In the event any provision of this Lease Is Ibund to be unenrorceable, the remainder of this Lease shall not be affected, and any provision found to be invalid shall be cutbrceable to the extent permitted by law, The parties agree that if two different interpretations trey be given to any provision hamunder, one t which will render Ilia provision unenforceable, and out of which will mutter Ilene provision enforceable, the interpretation rendering the provision enforceable shot[ be adopted. 17,11 No Partnership or Joint Venturer No T'bird Party Beneficiaries. Nothing contained in this Lease shall be deemed or consumed to create the relationship of principal and agent, or parmarship, 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 poison or eulity claiming through Tenant, and no other partles shall have any rights hereuridei its against Landlord, For die avoidance of doubt, it to 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 14.2 143 and 16.2 above 17.12 Entire Aareenrent Amendment; Successor): Survival or Ohllantions. Tills louse contains all of Ilia agreements and understandings reining to the lousing of the Promises and Vie obligations of Landlord slid Tenant in conneclion with such leasing, Landlord has not made, and Tumnl is not relying upon, any warranties, or representations, promises our statements made by Landlord or any agent of Landlord, except Ihose expressly set fourth litimin. This Lease supersedes any and all Prior ugmepenis and understandings bchvaen Landlord had Tenant and alone expresses the agreement of the parties, This Lease shall not be amended, clnmged ur modilled in any way unless In writing executed by Landlord End Tenant. Landlord shall not have waived or relansed tiny or its rights hereunder units$ in writing and executed by the Landlord. Except as expressly provided herein, this Louse and the obligations or Landlord and Tenant contained heroin shall bind or inure to the benefit of Landlmrl and Torrent and their respective successors and assigns, provided this clousc shall not pennii any Trhnsler by Tenant. contrary to die provisions of A J'cic L L, Any obligations at* Tenant accruing prior to the expiration of this Loose shall survive ate termination of Ihis Loose, slid Tenant shall promptly perform all such obligations whether or not this Lease has expired, 17,13 Pro hibbion Amlhtsr Rccordins, Neither this [..ease nor any memorandum. nllidavit or other writing with respect thereto shall be recorded imy Tennnl our by anyone acting through, under or on behalf' of TunanI $01 II'C67e Cenrnr Or—Cigi of Surrm Aria Uars .17. 80A-536 EXHIBIT 1F 17,14 Con f1dentInIity, Tenant agrees that: (a) the terms and provisions of this Lease are subject to the terms of the California Public Records Act and Freedom of Information Act 17.15 No Offer to Leasc. The submission of this Lease to Tenant or its Broker or other agent, does not constitute an offer to Tenant to lease the Promises. This Lease shall have no force and effect until: (a) it is executed and delivered by Tanou 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, thnl, 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 raviehving this Lease and Tenant's credit, constitute an offer by Tenant to Lease the Premises upon the terms and conditions set forth herein (whicjm offer to Lease shall be Irrevocable for twonly (20) business days following Ilia dale of delivery), 17.16 Authority. 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 iu the state of California, that Tenant has full right and authority to enter Into this Lease, nod that each of both of the persona 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 wen•anlies. The parson executing this Lease on behalf of Landlord hereby covenants and warrants that Landlord has full tight and authority to enter into this Lease and dot tie person signing on behalf of Landlord is authorized to do $o. 11.11 Co anter•nnrtsthncslmile Execution, This Lease may be executed In counterparts each of which shell be deemed as an original, but ail of which taken together shall LCj," turn one and the same document, Each of the parties hereto agree that tha delivery of an axeeuted copy or counterpart of this lease by facsimile or email shall be legal and binding and shall have the same fill force and effect as if an original executed copy or counterpart of this Lease had been delivered. (Signatures Appear on Next Page/ 801 PT1111e Ceurer Dr —Ott ofSawu Attu Levee • is. 80A-537 EXHIBIT 1F IN W ITNIiSS WI I Ii IUOP, this I•ense is hereby cucut4J ay ol'lhn 1%I'I'uclivC.Dule. LANDLORD: ORD: ,LI; ,N..t CIS SA,NI'ANA, LLC, THE CITY OFF$ kNTA ANIA, it Delaware Iintila HOW patt a Municipal cbgnn•ulinn. C"_ Name: Andrew Osbom6 Name; CvnlhinL Kurtz 'title: Authorized ShPE O Y Tidc: Ltteriin City Mmianer By: vY Name: Marlul4uiior Titic; Clark ofilia Cotmcil Gffenivc Data: • 2017 APPROVCU ASTO PORbIi Sonia R. C,arvalllu, City A(I,m'ncy I1y:isr Lisa Storck, Ass(, City Attontey UCOJVIMI.NJ) APPROVAL: Robert M, Zur 'S . cle,, Intcrlm Encutivc Director Coiiiiiiunily Development Agency TG1 IVOile Cenler Ur-Clp nfSmm Am, Lmse .19. 80A-538 EXHIBIT 1F 9 u N 80A-539 01rou-1011rr9 EXHIBIT B NOTICE OF LEASE TERM DATES To: City of Santa Ana 801 W. Civic Center, Suite 200 Santa Ana, CA 92701 Attic Deborah Sanchez A-2017-264-02 Re: Office Lease dated October 7, 2017 (the "Lease") between CP SANTANA, LLC, a Delaware limited liability company ("Landlord"), and the City of Santa Ana, n charter city and municipal corporation ("Tenant") concerning Suite 200 on floor 2 of the office building located at 801 West Civic Center, Santa Ana, California. Deborah Sanchez: in accordance with the Lease, we wish to advise you and/or confirm as follows: 1, The Demises are substantially completed, and the Term shall commence oft or has commenced on Juno 11, 2018 for a term of sixty (60) months ending on Jun 30, 2023, 2, Base Rent, commenced to accrue on June 11, 2018 in the amount of $42,506.20 per month and as more particularly set forth In Itzm 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 wfil contain a pro rata adjustment. Each billing theroafter, with the exception of ilia final billing, shall be for the fbll amount of the monthly installment as provided for in the Lease. 4. Your rent checks should be made payable to CF SANTANA, LLC, 2101 Roseerans Avenue, Suite 1270, El Segundo, CA 90245 Attn: Ken Quach, Accounting Manager. 5. The Premise contains 19,321 RSF, 6. Tenant's Proportionate Sharo is 15,561"%. LANDLORD: CFSantana, LLC, a.@a.}lliii['tatl,`0alr-ifiC3"eompany� Name: AndWN 09b0rno— Titic: Authorized Signatory TENANT: THE CITY O3+ SANTA ANA, a Municipal corporation sue` By: —+ PrintNamo: l inazl Title: City Manager '7A COVED AS TO rORM Maria D. Huizar / , I n Clerk of the Collneil Attorney 80A-540 M00611=31612 EXHIBIT"C" WORI,( LQ-rER 'THIS WORK LETTER (this "Work Letter") is stitched as Exhibit C to that certain Olriice Louse (the "Lease") by and between CF SAN'TANA, LLC, a Delaware limited liability company ("Landlord") and THE CITY OF SANTA ANA, a Municipal corporation. ("Tenant"), This Work Leiter sets Ibrth die terms, covenants and conditions relating to the construction and installatlan arise Termin Improvements in die initial Premises, All capitalized terms used heroin not otherwise defined herein $hall have Ole meanings attributed to such terms in the Lease, 1.1 Landlord's Architect and (he Enelacers, Landlord shall engage (a) Proser McClellan or another quallfied interior architect selected by Landlord ("Landlord's Architect") to prepare die Construction Drawings (defined below) for die Premises based upon the Final Space Plan (defined below) and (b) engineering consultants selected by Landlord (the "Engineers") to prepare all engineering plans and drawings for die structural, meohauic$t, electrical, plumbing, HVAC, life safety, and sprinkler work relating to the Tenant Improvements for the Premises. 1.2 Final. Space Plan; Space Plonn(nirAllowance, Acopy ofthe fiinalspace plan (and pricing plan) rorallTenant Improvements in the Initial Premises ("Final Space Plan") is attached hereto as Schedule "C•111, Landlord shall beer all costs And expenses in connection with the preparation of the Final Space Plan ("Space Planning Costs In an amount equal to 33,a96,1 (i.e., S0.15 per RSF in the Initial Premises). Any Space Planning Costs in excess or$2,995.1$ shall be "Tenant Improvement Costs" and shall be deducted from the Allowance Amount, 1.3 Final Warldpit Dnrwines, Based upon the Final Space Plan, Landlord shall cause die Architect and the Engineers to complete and deliver to Tenant ror Tenant's reasonable approval two (2) copies or complete Polly 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 One work shown therein end to obtain all applicable Permits therefor, if any (defined below) (collectively, the "Final Working Drawings"). Tenant shall, within flue (5) business days oft rTenad receives die Final Working Drawings, either, (a) approve the Final Working Drawings, or (b) disapprove tha Final Working Drawings Plan because a Design Problem exists and return die same to Landlord showing revisions required to eliminate such Design Problem (or Design Problems). If Tenant rails to notify, Landlord within five (5) business days after its receipt of the Final Working Drawings dial it approves or disapproves the same, Tenant shall be deemed to have approved tie Final Working Drawings. A "Design Problem" means and shall exist only if the Final Working Drawings are not consistent with Ole Final Space Plan. If Tenant disapproves the Final Working Drowhigs becmrse they contain one or more Design Problems, then Landlord shall cause Landlord's Architect to make the requested changes thereto to the extent required to eliminate such Design Problems and shall resubnnft to Tenant such revised Final Working Drawings, with die foregoing procedure to be repeated until the Final Walking Drawings for die Premises she ultimately approved (or deemed approved) by Tenant (as so approved, die "Approved Working Drawings"). The Approved Working Drawings, as modified by any Changes (horned below) approved by Landlord, and all parts or components themur are somethnes referred to herein As the "Construction Drawings". 1.4 C11H 'es in the Final gnnce Plan and lnoroved Worlda" Drawings. No Changes (defined below) may be mode by Tenant without die prior wiTlen consent of Landlord (in accordance Will Section 15 � 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 Subslantiul Completion (defined below), Tenant acknowledges and agrees that Tenant shall bear the cost of any Changes that are requested by Tenant, "Clio ngus" means, collectively; (a) any changes, modifications or Alterations in either the P(nal Space Plan or the Approved Working Drawinga or in the Tenant Improvements for die Premises contemplated thereby or (b) any modifications or niterations to the Final Working Drawings requested by Tenant in accordance with Section 1.3 above (or otherwise), other than any such changes, modifications or alterulions that are roqulred In order to eliminate a Design Problem. 1.5 Landlord's Review. 1.5.1 Any approval or consent orLandiord hereunderwith rospeetlo any portion or component oflhe Construction Drawings or the Tenant Improvements shall be granted or withheld on the basis orsilch standards as Landlord shall establish in good 1'aidn from time to time. Landlord has established (or play establish in the future) Building Standards rot, die components to be used in the construction or the Tenant Improvements in the premises ("Building Standards"), The quality of nil Tenant Improvements shall be equal to or or greater quality than the quality specifications of the Building Standads; provided, however that Landlord may, at Landlord's option, require Ole Tenant Improvements to comply will, specific Building Standards. Landlord reserves the right to pronnslgme, establish, modify, delete from, and make other changes to the Building Standards fivnt lime to time. 1.5.2 Landlord's review or any matters (including, without limitation, any requested Clpclges), As set Ibrih In this Work Lever, shall he solely for tho purpose orprotecting Landlord's interests hereunder, and shall not Imply Landlord's review ur the same, m• obligate Landlord to mylew the same, 1'or quality, design, Coda compliance or other like matters, for the bolefit of Tenant or any other party, and Landlord shall not he responsible for anyonnisslons orerruis conmined in any such items. SECTION 2 COST OF THE TENANT INIPIEOVElkH?VTS 2.1 _tllocnllou ci Allowance Ammmh'Tenant improvement Custp. 2.1,1 Subject to the provisions ol'this Work Letter. Landlord hereby grunts Tannnl for like T<nonl Improvement Costs (defined heluiv) nn nnuiLill L (Lha "Allowance Amount") equal to 3772,6400(1 (Le., $40,00 per RSF in the Inn Lin l Premises). Tc lnlit shall hew art N01 11' (7, le Censer Dr —Or, gf&otu rIlo, Larcve Exhibit C 80A-541 EXHIBIT 1F Tenant Improveltom Costs (dalitied below) (and ail other cases or expenses Incurred by Tenant in connection wi Ili the design and Camilla ctian of the Tenant Improvements) in excess of the Allowance Amount ("Excess Tenant Improvemen Cos Is") 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 Ilia design and construction of the Tenant Improvements, In a total amount which exceeds Ilia Allowance Amount, In any event, at all times Tenant shall pay and satisfy in full on a timely basis all obligations far payment incurred by Ten ant in connection with the design and construction of the Tenant Improvements. "Landlurd's Architect' means the qualified licensed architect designated by Landlord font time to time as Landlord's Architect. 2.1,2 "Tenant Improvement Costs" means Ilia following: (i) the fees of the Architect mid the Engineers In exeeaa of the Space Planning Allowance; (11) Landlord's customary supervision fee (the "Supervision Fee") in all amount equal to three percent (N) of the total Tenant Improvement Costs (excluding die Supervision Pee); (III) all fees and costs incurred by, and the cost of documents and materials supplied by, Landlord and Landlord's consultants lit 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 Elie Tenant Improvements (which Shall Include, vwitnout limitation, any modifications or alterations to the path of travel fam/lo public transportation and public rightswFwoy, perking and restroom areas, that are required to cause the same to comply with any applicable Codes); (v) the cost of any Changes to the Construction Drawings or the Tenant Improvements required by Code; M) nil costs of (or relating to) construction of the Tenant improvements (without regard to the amount of tie Bid Estimate or Landlord's estimate of total Tannnl 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) One cost of cable and other telecommunications lines Installed as pat of Ilia Tenant Improvements, but specifically excluding may costs in connection with the installation of Tenant's telephone service (which shall be separately installed by Tenant's Agents); (vllq plan check, permit fees, license fees, Title 24 fees and use taxes; and (Ix) the cost of Instailing Building Standard window coverings; and Is) the costs of the tenant demtsing walls and public corridor wails and materials to be Installed on the second floor relating to the drywall and nay finishes and hardware on the premises side of such walls as designated by Landlord, 2,2 PUlliont of Excess Tenant improvement Costs by Tenant. Prior to commencement of perfomance or 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 endir" Estimated Excess Tenant improvement Cost (defined in Section 3.2.1 below). If al any time during tie course of performance of the Tenant Improvements, Landlord In good faith determines that the Excess Tenant Improvement Costs to be Incurred In connection Willi perfommneice of Una Tenant Improvements will exceed the amount of any amounts ("Deposits") previously deposited by Tenant with Landlord pursuant to this Section then not later than fuze (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 Ilia some is due under the Lease, and notwithstanding anything in this Work Letter or die Lease to the contrary, (a) Landlord shall have the right to require die Contractor (defined below) to discontinue its performance of the Tenant Improvements until such time as Tenant complies With tine 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 (a) Landlord shall not be liable to Tenant for any ink itlonal costs, lost profits, lost economic opportunities or any fern of consequential damage which may rasult from any such discontinuance by Landlord under this Section 2 2, 2.3 Disbuscmcnt• 42rroneilbhtlon or Costs, Landlord shall have the right to disburse the Allowance Amount togother with ell Deposits previously made by Tenant (collectively, the "Tenant Ctrodit Amount") forsuch Tenant Improvement Costs end In such order as Landlord Shall determine. Following final completion of the Tenant Improvements, Landlord shall reconcile (die 171 Cost Rcconcillntion") 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 clays of Landlord's written request therefor, 23.2 If the TI Cost Reconciliation Indicates that the Tenant Credit Amount exceeds die total Tenant Improvement Costs incurred or disbursed by Landlord hereunder, then: (a) to the extent of any Deposits made by Tenant, Landlord shall promptly rcurm (or at Landlord's election, credit against Tenant's obligations to pay Rent next coming due) file 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 ineared or disbursed bey Landlord hereunder (any such excess the "Unapplied Allowmnca Amount" ).then Tenant shall have the right, exercisable on or before the first(A) ) anniversary of the Commencement Date to deliver a Disbursement Request (together with all of the other items described In Section 2.3 above) requesting: 0) disbursement of fonds from the Unapplied Allowance Amount On, (a) Tenant Improvement Costs paid directly by Tenant; (II) disbursement of up to S193,210,ag (i.e., $10.00 per RSF in the Initial Premises) ham die Unapplied Allowance Amount for FF&E Costs (defied below) Incurred by Tenant; and/or (nip disbar emenI of up to $94,40s.00 (i.e., $3.00 per RSF In the Initial Premises) front the Unapplied Allowance Amount for Cabling & Moving Costs (dormad below) Incurred by TononP, provided thin, fur the avoidance of doubt, Landlord shall have no obligation under this Section 2.3.2 or otherwise to: (A) disburse any amount In excess of Ilia Unapplied Allowance Amount, (0) disburse more than the amount specified in clause (If) above liar FME Costs. (C•) disburse more than the amount specified in clause (iii) above for Cabling and Moving Costs, (D) disburse any lands from the Unapplled Allowance Amount for which Tenant that nequesis disbursement oil or tiller the first anniversary of Ilia Commencement Date. "FF&E Costs" means costs Incurred by Tenant for furnhure, fixtures and equipment and cabling tirr the Premises, and "Cabling & NI living Coats" means costs incmmd by Tenant liar cabling installed in E a Ill and or for Tenant's move into the Promises, 2.3,3 Nolwillhstanding anything to ilia conirmy in this Work Letter (or In any other provisions of this Lease), If the Allowance Amount exceeds the loud Tenant Improvevad Costs incurred or disbursed by landlord hereunder plus any amounts disbursed to Tenant under Section 2.3.2 above, Tenant shall not be entitled to tiny credit ogaina m• abntemani of Rcnt. 811r fl'Clrlr Cmrrur Ur—Clll�ofSrtn(n atin Louse Exhibit C 80A-542 EXHIBIT IF CONSTRUCTION'DELIVGRJOFPRENII$CS NTI {rc_OMPL TIDN (UNCH WXJTrtvla 3.1 ernait.. Landlord will cause Landlord's Architect and die Engineers to submit the Approved Working Drawings to the approprlate governments] entities and otherwise apply for all spplicnble building and other permits and approvals (collectively, "Pm•mits") (irony) necessary or required (in Landlord's good faith discretion) for the Contractor to commence, perform and fully Complete the conslntadoa 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 bulidhag permit, certificate e f occupancy, or equivalent) is not timely or Otherwise issued. 3.2 Landlord's Selection and Re, et ttna of tl o ah•actat•. 3.2.1 Landlord shall submit the Construction Drawings for die Premises on a fixed contract amount (or GMAX) basis to a general contractor selected by Landlord (the "Canh•uetur"), which Contractor shall be independently retained by Landlord (pursuant to such construction contract fomn as Landlord shall in good fallh determine) to construct the Tenant Improvements in accordance with the Conslivcdon Drawings. Landlord reserves the right to designate the subcontractor or subcontractors to perform partleular trades (or components of) the Tenant Improvements such as tare/lire safely, FIVAC, structural and electrical work. 3.2.2 Landlord reserves the absolute r]gllh without the need fur consultation with or the consent of Tenant, to lenninate the Contractor for nonperformance (as determined in good fbith by Landlord) and in such case Landlord may select another general contractor to complete the Tenant Improvements, Notwithstanding any provision of this Work fetter to the contrary, Tenant hereby waives sit claims against Landlord, and Landlord shall have no responsibility or liability o Tenant, on account of any nonperformance or any misconduct of any Contractor (or any subcontractor thn'eoq for any reason, 3.2.3 irthe Tenant Improvements shall constitute "public works: pursuant to Labor Code §1720.2, the following shall apply: Prevailing wage requirements a and be Landlord osresltrictionsTea dapenaltiestin occordar to nlceaith with (and to cause §1770 et seq. itssubcontractors thteL Labor tClode which lrequl es prevailing wages be paid to appropriate work cossirications in all bid specifications and subcontracts, (b) Landlord shall require die conbne(or to flumish all subcontraeteVemployees a ropy arthe DepartnnenL or Industrial Relations prevailing wage rates which Lessor will post at die job site. For further information on prevailing wage: tt ://vnv\v dir ca r"/d =r statistics researchhtnnl (a) Landlord shall require the COWnIcor to comply with (and to cause Its subcontractors to comply with) tine payroll record keeping and availability requirement Of§1776 of lho Labor Code, (d) - Landlord shall require the Contractor to (and to conceits subcom•aetos to Lessodconu•octor lo) make travel and subsistence payments to workers needed for performance Of work in accordance with the labor Code. (a) Prior to ennnmencemeal Of work, Landlord shut] require the Collimator to contact the Division of Apprenticeship Standards and comply whit § 1777.5, §1777,6, and 1117773 orthe Labor Code and Applicable Regulations, 3.3 Dclivery of Prena'sesi 4 rnctn"tial Cemnighm P meh I •st Items. 3,3,1 Delivery of Premises. Landlord shall deliver the Premises to Tenant upon Substantial Completion of the 'fermat Improvements. Subject to Landlord's obligations under (his Work Letter (including Landlord's obligntions to perform (err cruse to he performed) the Landlord's Work and to construct (or cause to be constructed) die Tenant Improvements in accordance with the Conslruation Drawings) and to all of Landlord's other express obligations under the Lease (including, under Section 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 IS. then existing condition oil the Delivery Data, "ASdS", "WITH ALL FAULTS", 3,3,2 Substmnial Completion. Fur purposes or dais Lease, "Substantial Completion" shall occur upon (and the Premises shall be "Sulmaminlly C(Impietc" upon) the substantial completion ofconstruction or [lie Tenant Improvements pursuant to the Approved Working Drawings, as evidenced by a °signoll" on the building permit card by in Inspector of the applicable govcnunental authority (typicnily tine city in which the Building is located), with dla exception of any Punch List Items (defined below) and any tenant fixtures, workstations, built-in furniture, orequhpmenl to be Installed by Tenant or under the supervision orcommotar. 3.33 j'ltz: Liu Rani. After the Substantial Completion by Lmtdlad of the Tenant Improvements. rcprescntntives of Landlord, Tenant and the Contractor shall completely inspect the Promises and oemplete a list (tie "Panel, List') of all Punch List Items (defined below). Authorized reprewralatives or Lmdlord. Tenmat End the Contractor Shull Means said PatiCh List m hadleate their approval thereof, Landlord shall cause the Contractor to coniplcte Ell Parnell List Items described till the Poioh List eS soot, as roasmuddi possible following the approval ofsuch Punch List. As used hccin, -Punch List ltann,s" means all items of constructiun which entail ate or mine details of construction. decoration m, cchnuieaI adjustment or ilia tat do not materially and ndvelie ly atract the alas gild uccupaney Of any Partin" of the Premises Ibr the normal conduct orTenant's business. Ra( m'Cloie Crmar Dr. Cot nfS'anm: Inn (.nnsv 3 I eh ihir C 80A-543 EXHIBIT 1 F 3.3.4 Assignment of Wnrrll I Ic , Effective upon completion of the Tenant Improvements, Landlord shall assign to Tenant all waimmies and guaranties by Contractor refining to the Tenant Improvements, and Tenant dell waive (and hereby waives) of claims against Landlord relating to, or arising out of ilia Construction of, the Tenant Improvements. SLO'l ON 4 TIME( DELAYS 43 Timc, 4.1.1 Time of the Essence in This Work Letter. Unless otherwise indicated, all references herein to a "number of days" shall [noun and refer to calendar days. In all instances whore Tenant is required to approve or deliver an Item, ifno written notice of approval is given or the item is not delivered within life stated thus period, at Landlord's sole option, at the end of such period (he 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 Idesonabiy related to the amount of time required, assuming reasonable diligence; provided, however, In no case shall such period ever be less than five (S) business days, 4.1,2 Time Deadlines, Tenant shall use its best, good faith, efforts and all date diligence to cooperate with Landlord, Landlord's Archildet and die Contractor to complete all phases of the Construction Drawings and Ate permitting process and to receive the permits, and to achieve Substantial Completion as soon as possible, mid, in that regard, shall meet with Landlord on a scheduled basis to be determined by Landlord. to discuss Landlord's progress in connection with the some, 4.2 D la M 4.2.1 Teaant Dclays, A "Tenant Delay" means any delay as a direct, indirect, partial, or total result of any act or omission afferent or any oFTment's Agents, including, without limitation, any of the following; (a) Tenant's failure to timely approve any matter requiring Tmain's approval hereunder; (b) any breach by Tenant of the provisions of this Work Letter or of the Lease; (e) any Changes requested by Tenant; (d) any requirement of Tenant for materials, components, finishes or improvements which are not available within a commercial ly reasonable period, or which are different from, or not included in, die Building Standards; (a) changes to the Base Building and/or Building Systems required by the Final Space plan, the Approved Worsting Drawings (or any Changes); (0 any unreasonable interference by Tenant or any of Tenant's Agents with ilia peerortnnnec 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 on actual delay as a result of any of the following; (a) Landlord's failure (par any reason oilier than a Tenant Delay or a Force Majeure Delay) to approve any matter mgpIrng Lundlord'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 Lundlord's employees, mnitracturs or agents(except as otherwise allowed under this Work Letter) Willi Tenant's performance of any of its obligations under this Work Letter; or (c) any otter failure by Landlord, which pursuant to the terns of this Work Letter Is deemed a Landlord Delay. Nolwfthstandirg any provision of this Work Letter to the conlyary, in the event that Tenant claims that it has suffered a Landlord Delay, Tenant shall, as a condition of the erfactivene s; of die claimed Landlord Delay, within three (3) days of its discovery of the claimed Landlord Delay, notify Landlord in writing of the existence ofthe claimed Landlord Delay and the probable estimated duration ofsueh Claimed Landlord Delay. 4.2.3 Foypy Malcom Delays. A "Force Majcure Dole)," means any; (a) actual delay attributable to any strike, lookout or other labor or industrial disturbance (whether or not on the part oFthe 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 (irciainied 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 disturbinuo, act or the public enemy, war, terrorism, riot, sabotage, blockade, or erubargo, (a) actual delay attributable to lightning, earthquake, fire, storm, hurricane, tornado, hood, washout or explosion, or (d) actual delay caused by governmental delay it ilia issuance of the Permits not due to the Qtult or negligence of Tenant or any Tenant's Agents (i refolmed by 'Tenant) or gross negligence or willRd misconduct of Lundlord (if claimed by Landlord), or (a) any delay due to any other similar cause beyond the reasonable control or the party from whom perfom,unce is required, and beyond the reasonable control of"Its contractors and representatives (including, withuut limitation, In the case of Tenant, the Tentul Agents). Notwithstanding oily provision a rthis Work Letter to the contrary, in the event that any poly claims last it her suflbred a Force Majourc Delay, such party shall, as u condition or die Orectiveness of such Force Mgjene Delay, ividiin three (3) clays of discovery orthe source of such delay, nobly the other party Iterate in writing of [lie existence ol'such Force Mnjeur•e Delay, the nature orilid steps being taken hysuch party to minimize such delay Carl the prububle estimated duration of such Force Mtijsure Delay, SECTION i OTNERAL PROVISIONS S.I Rem esentativrs, 'Tenant has designated DEBORAH SANCHEZ. BC'ONOMIC DENBLOPNIENT SPECIALIST 111 ns [is sole representative with respect to the motions set forth in this Work Letter, who, until further notice to Landlord, shall have full authority and responsibility to act on hchulfur the Tenant as required in lids Work Letter, Landlord has designated Ted Bischnk as its sole representative wfill respect to the matters set Ranh lit this Work Lotter who, until further notice to Tenant. shall have pill authority and responsibility to act on bchnlrol' Ilia Landlord its requirud in this Work Letter 5.2 7'cnnnt's t:nr9 into the Premises Prfnr to Substantial C'omlLletion, Provided that'I'enant and Tanau's Agents du not intmltre In ally aspect with Comractols work (nr performance of the Tenant Improvements) In ilia Building and ilia Promises. Landlord shall allow 3knnnt reasonable recess ur tie Premises tit least thirty (30) clays prior Io tie Sabetnndal Completion Ibr the purpose of Tininnt instilling over Sill 1VOi r Canrar Dr —fVo• nJ'5mnn; tun Lease 4 tahlbit C 80A-544 EXHIBIT 1 F standard equipment or fixtures (includhrg Tenant's data and telephone equipment). Not less [ban five (5) business days prior to Temlm,s entry as permitted by the terms of this section 5.2, Tenant shall submit o schedule to Landlord and Contractor, for their approval, which schedule shall detail the thming 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 therewlth, Tennnl shall Indemnify, protect, defend and hold Landlord harmless from and against any Claims resulting in ally way from any such entry, 5.3 Tenant'a Agents ant? Construction Matters, Tenant's Architect, the Engineers (If any) and all subcontractors, sharers, naatedalmen, and suppliers retained directly by Tannin (collectively, "Tenants' Agchts") shall conduct their activities in and around the Prerlses, Building slid the Project in a harmonious relationship with all other suboontactors, 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 oil 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 provlsians of Lids Work Letter, Tenant shall: (a) timely pay in full all charges of ench 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 fort satisfactory to Landlord, compliance in full with the insurance requiretnents set forth In Exhibit "C• " attached hereto, and (d) lodemulfy, defend, protect and hold Landlord harmless ftom oily 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 will Tenant's non-payment orally amount arising out of the design or construction of the Tenant Improvements, Tenant shall comply in full (and shall cause each of its Tenant's Agents to comply In fill) with such construction rules and regulations as Landlord shall adopt from time to time. 5.4 Tennnt'a Lease DcPoult. Notwithstanding any provision to tine 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, them (a) In addition to all other rights end remedies granted to Landlord pursuant to are Lease, Landlord may cause Contractor to cease the construction of the Tenant Improvements (In which case, nay delay Substantial Completion caused by such work stoppage shall be a Tenant Delay and any Increased costa that result fi•om any such work stoppage shall be Tenant Improvement Costs), and (b) oil other obligations of Landlord under the terms of this Work Letter shall be suspended until such time as such defeat It is cured pursuant to the terms of the Lease. $0 IPO'*Center VP— Cla' efSnnh,Aw Lease IiOileit C' 80A-545 EXHIBIT 1F IN P; -0pi WHO �11171;j'i I�g T . it !::-,,Jj. it 'o mf V 11 V41 -v1=1A-1 fI7.$, it.4 it 1 Q ij f If f it 4. 1 t at I.: I it; - I i�i 1 80A-546 EXHIBIT 1F 4 >:;I>:� ;�„ ,k.M.`'' �� ewe � �'ii,kG'�;CjF TIN I., N p 80A-547 EXHIBIT 1F SClllifj_U_LI's "C-2" INSURANCE REOU112fMEN,wj"S Oanernl Cavern aei. All of Tenant's Agents shall carry worker's compensat !oil 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 1 of the Lease, Snecial Covemnees. Tile Tenant Improvements shall be insured by Tenant pursuant to Article I I of die Lease Immediately upon completion tnercor. All or 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- primacy automobile liability Nsurnnce with limits of not less than $1,000,000 per occurrence, and workers' compensation as required by law, and in Ibrm and with companies as are required to be carried by Tenant as set Ibrth in Article i I of the Lease. Gydi nl Terms. Certlflcates 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 orinsurance must contain a provision that the company ATIting said policy will give Landlord (pity(30)days prior written notice orally cancellation or lapse orthe effective date or any reduction in the amounts of'sucli insurance, In the event that the Tenant bmprovements are damaged by any Tenant's Agents during the course of Elie construction thereof, Tenant shall immediately repair the same at Tenant's sole cost and expense. Tenant's Agents shall maintain all el•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 Conti -actor 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 us 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 rrom the provisions for Indemnification of Landlord by Temnl contained in this Work Letter. ,srll VV'C7vir Cunrerpr—City nfSanatAna Lame ScheduleC 2 EXHIBIT 1F EXHIBIT "D" RULES AND RP U nTrnNS Tenant shall faithfblly observe and comply with the following Rules and Reguladons (including, but not limited to the General Rules, the Parking Rulas and the Rules orille site (Conu•aetm•'s Wotd)), 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 @rlher reas nudile Rules and Regulations as in Landlard's Judsounit may from time to lhnc be necessary fir the management, sorely, care end 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 orsaid Rules and Regulations by or otherwise with respect to Ole nets Of omissions of any other tenants or occupants of the Project, Landlord may waive any one or more of these Rules and Regulations I'or the benefit orally particular tenants, but no such waiver by Landlord shall be construed as a waiver afsuch Rules and Regulations in favors rany other teuunt, norprevent Landlord from thereafter Enforcing any such Rules or Regulations against any or ail tenants of the Project. Tenset 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 orany conflict between these Rules and Regulations and the Lease, the Lease shall control. I. GENERALRULES I. 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 Finjectioli shall be attached to the Outside walls ofthe Project without Landlord's prior mitten consent, J, The sashes, sash doors, skyllghts, windows and doors that repeat or admit light and air Into the halls, passageweys 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 not the exterior of any windows shall be coated or otherwise aonsereened without Landlord's prior written consent, If Tenant desires window curtains, the same must be or such uniform shape, Color, material and make as maybe prescribed by Landlord, 4. Without Landlord's prior written Consent (in Its sole and Absolute discretion), no sign, advehfisement, notice or video shall be exhibited, projected, displayed, painted or affixed by Tenant an any part of the Premises or Project so es to be seen from the outside of, its Premises. In the event of Tenant's violation or the foregoing, Landlord may remove tlhe some without any liability and may charge the expense Incurred in such removal to Tenant. All Building standard signs whether on doors, directory Elders or elsewhere, shall be inscribed, pointed or affixed tot Tenant by Landlord at tlhe expense of Landlord, and shall be of a size, color and style acceptable to Landlord. S. The bulletin heard or directory odic Project will be provided exclusively for the display of tile, name and location of Tenant only; and Landlord reserves the right to exclude any other names therefrom, and each and every name in addition to tlhe name of Tenant placed upon such bulletin board or directory, shall be subject to Lnndlortl's prior written consent (unit 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 lot by Landlord), And Tenant shall pay for the removal crony such listings or representations upon Its departure from its premises, G. All doors opening onto public corridors shall be kept closed, except when being used for ingress and egress T Tenant shall not mark, paint. drill or bore into, cut or string wires in, lay linofeum or other floor coverings, in, or in any why deface ally pan of its Premises nr the Project, except with I.andlard's prior wrihen consent mid as Landlord may direct, 9. All keys shall be obwin ed from Land lord, No additional locks or bolts of any kind shndI be pfacod upon any of the doors or windows by Ton""' our shall any changes be made In existing locks or the mechanisms thereof. Tenant must, upon the termination of its tenancy, give to Landlord NI keys pertaining to the Promises And the Project, and in Una event of tine loss of any keys so famished, Tenant shall pay Landlord tine coal or replueing same or chmrghng the lock or locks opened by such lost key(s) If Landlord shall deem it necessary to make such chaage. 9. No window or other air cnndi(ioning or heating units or other similar appnraus shnll be installed or used by Tcnunl without Landlord's prior writan consont, IF• The water and wash closets and other plumbing lixtures aludl not be used For any purpose other than those for which they were constructed and no sweepings, rubbish, rugs or otter substances shall be thrown therein. 'tenant agrees to prevent the overflow or release of water Nam buthronms nr kitchens. Including but not limited to toilers, sinks, kitchen Appliances, and ether water receptacles. All dmnnges resulting livnu cry misuse aline fissures by, or overflow or release or water caused by. Tenant or Its servnnts, employees. agents, visitors or licensccs shell be borne by Tenant. I I. Tenant shall: Ud clean and dry visible moisnue on windows, walls, and other sn•fnecs, including pesonul pmpeiy as soon as possible. (b) regudurly Clean and sanitize kitehens and Other surfaces where tenter, nmisuu•e coudensodon. and mold call collect shall be mguhu•ly cleaned and sanitized and (a) limit the %vat ting ol'ony indoor plants. 'reliant shall not Obstruct or Impede IPesh all. supply rn furnace, air conditioner or huater ducts, or regular air flow and circulation throughout premises, Tenant shall report any of (he 110110wing W Landlord within t'urtyeight (dg) hnev Utter Ti nau lira( Ihocomes aware of the same: III non -working inn, hearer, air conditioner or ventilation systenns; (ii) plumbing leaks. drips, swearing pipes, and/or wet spots: (iii) overllunvs From bothrooah, kitchen, nr other Ibciliries, including. 891 rP014e C'rnrrr Dr -CIO, aJSnnm.4w, Learn rah!bit D 80A-549 EXHIBIT 1F but not limited to, lubs, showers, shower enclosures, toilets, sinks, kitchen appliances, or other receptacles or water, especially in cases where tie overflow may have permeated walls, floors, ceilings or fixtures; (Iv) water Intrusion into die Premises or any kind; (v) any mold or black or brown spots or moisture on surfaces inside the Premises; (vi) broken plumbing systems orsmnding water nearslruclures within the Premises; raid (vii) any odors consistent with mold growth within the Premises. 12, All removals from, or carrying in or out of, the Project of any safes, freight, funtlture, heavy or bulky matter crony description, must take place only prior to 7;00 AM, 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 egem(s), and tie persons employed by Tannnl to perform such work must be acceptable to Landlord. Tenant shall be responsible for any damage to die Premises and Project caused by or resulting from any such activity, Landlord reserves the right to !aspect all safes or other heavy or bulky equipment or articles to be brought into ilia Project and to exclude from die Project all such heavy or bulky equipment or articles, the weight of which cony exceed the floor load for which die 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 Promises, even though its instal lunar cony have been permitted, which may cause any noise, orjar, or h'ernor to the Moors or walks, or which by its weight might cause injury to the floor of the Project. 13, Neither Tenant not- its servants, employees, agents, visitors or licensees shall at any lime bring or keep upon the Premises any flammable, combustible or explosivefluid, chemical or substance, except for a reasonable quantity of such material reasonably necessary for the conduct ol'Temmn'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 die Premises for die 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 as a barber or manicure shop. The Premises Shall not be used for lodging or sleeping or for any Immoral or Illegal purposes. 15, Tenant shall not make, or permit to be made, any unseemly or disturbing noises, or disturb or interfere with occupants of the Project or neighboring buildings or premises or those having business with It by the use of any musical instrument, radio, phonographs or unusual noise, or in any other way, Nelther Tenant nor Its servants, employees, agents, visitors or licensees shall throw anything out OF doors, windows or Skylights or down passageways or common corridors, 16. No bicycles, vehicles or animals of any kind shall be brought into or kept in or about die Premises, and no cooking shall be clone or permitted by in the Premises, except that tie preparation of coffee, tea, hot chocolate and similar items ror Tenant, ifs employees and visitors shell be pennitted provided such activities do not otherwise violate tie Lease, Tenant shall not cause or permit any unusual or Objectionable odors to be produced In or oni nate.from the Premises. 17, There shall not be used in Oily space, or In the elevators, common corridors or public halls of die building, any hand trucks except those equipped with rubber tiros and side gourds, 18. No vending or coin operated machines shalt be placed by Tenant within the Premises without Landlord's prior written consent 19. No person shall be employed by Tenant to do janitorial, maintenance, construction or Similar work In any part of die Project without Landlord's prior written consent, Any person employed by Tenant to do janitorial, maintenance or similar work with Landlord's consent shall, while in the Project, be subject to and under 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 sets of such persons. 20. Landlord shall have the right to prohibit any advertising by Tenant wli!ch, in Landlord's opinion, tends to impair the reputation critic Project or its desirability as an cities building, and upon written notice from Lo idlorl, Tenant shall refrain from or discontinue such advertising. 21. Cnnvassing, soilciling and peddling are not permitted In the ?reject, and Tenant shall cooperate to prevent same, 22• Landlord reserves the 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 aver -hairs access, and shall be liable to Landlord for all acts and omissions ofsuch persons. Landlord assumes no responsibility nod shall not be liable for say daivage resulting froni the admission afmhy unauthorized person to the Project. 23. Lundlurd reserves the right to exclude or expel tram the Project oily person who, In thejudgmcrU of Lnndlord, Is intoxicated er under the innuence or liquor or drugs, or who shall In any manner do tiny net in violation of these Rules and Regulations, 24, Tenant shall not suffer or permit smoking or currying or lighted cigars or cignrcues in arms reasonably designated by Landlord or by applicable governmental agencies as nonsmoking arens. 25, Tenant Shull comply with all surety, tire protection and evacuation regulations established by Landlord or any applicable gmenimennl agency. 26, Tenant assumes all risks from diet. or vnndalimn and agrees to loop the Premises locked as may be required. IL PARKING flUI.ES. 101 Id' Civir Center Dr- Cip' af'Smun; urn tduee -2- lN1,11it D 80A-550 EXHIBIT 1 F The following poking rules and regulations ("Parklna Rules'l shall be In effect at the Project, Tenant shall comply with these parking Rules In its use (and in the use ofits visitors, patrons and cmployses)oPthe Parking Facilities, I• Parking areas shall be used only for parking vehicles no larger than ILII size, passenger autamabiles herein called " ennilteJ Size e •n ." Vehicles other thin Permitted Size Vehicles are herein refarred to as "0 w7ad Vehicles:' 2. Tenant shall not permit or allow any vehicles tint 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 that those designated by landlord for such activities, 3. Parking stickers, access cads or identification devices shall be the property of Landlord, and shall he returned to Landlord by die holder thereof upon termination i tha holder's parking privileges. Tenant shall pay to Landlord refundubie deposits on such devices es reasonably established by Landlord from time to time, Tenant will pay such replacement charge as is reasonably established by Landlord for Via loss ofsuch devices. 4. Landlord reserves the right to: (a) refuse the sale Of monthly Identification devices and/or parking annals cards to any parson 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 wlllfitliy refuses to comply with the applicable rules, regulations, laws and/or agreements) to use the Parking Facilities, S. Landlord reserves the right to relocate ell or a part of the parking spaces on the project from one location on the Project to panther and/or to reasonably adjacent offshe locallon(s), and to reasonably allocate them between compact and standard size spaces, so long as the some complies with applicable laws, ordinances and regulations. 6. Users of the parking area wit I 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 jock his own vehicle, Landlord will not be responsible or liable to Tenant, its visitors or employees for any danage Iq vehicles, Injury to persons or loss of properly, all of which risks are assumed by the peaty using the parking area. g. 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 Sim Vehicles. The maintenance, washing, waxing or cleaning of vehicles In the parking structure or common areas of the Project Is prohibited. Tenant shall have no right to install any fixtures, equipment or pensonal property (other than vehicles) in the Parking Facilities, norshill Tenant make any alteration to the Parking Facilities, to. Tenant shall be responsible for seeing that all of its employees, agents and invitees comply with all applicable parking rates, regulations, laws and agreements (including, without limitation, these Parking Rules). 11, Such pa•kag 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 ZOOM 13. Tenant shall, upon request of Landlord fivtn time to thee, Nrnlsh Landlord will, a list cribs names of its laid its Transferee's) employees and vehicle license plate numbers. 14. Persons using die Parking Facilities shall Observe all directional signs and arrows and any posted speed limits. Unless otherwise pasted, in no event shall the speed limit of five (S) miles per hour be exceeded, All vehicles shall he parked entirely within pointed stalls, and no vehicles shall be parked in areas which are posted or marked as "no perking" or on romps, driveways and aisles, Only one (1) Permitted Size Vehicle may be parked in a parking space. In no event shall Tenant interfere with die use and enjoyment ofthe Parking Facilities by olhar tenaits of the balking or their employees at, invitees. 19. 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 orthose spaces, either volumarily or by uperntion onow, without tine prior written conical Of ARCHOrd, except In connection with all authorized assignmentof this Lease orsubletting ofthc Premises. 16. Tenant agrees to notify its employees and visitors (and Its Transferees) orthe requirements ol'thesc Pocking Rules os the some ore modified li-ant time to time, and assumes responsibility fur compliance by its employees and visitors (and its 'transferees, and their employees and visitors) with these Parking Ruins as the same aide modilled from line to tiro Tenant umhorizes landlord to tow away from the 13ui1ding and/or Parking Facilities any vehicle parked In violation or these Parking Rules, and/or to attach violation stickers m• notices to those vehicles Ill. RULES OF TFIL. SITE (CONTRA ("fOR'S WORK), The Pollowlug rules and regulations shall apply to any work perlbrmed at the project by or under the di -cation of'fennnt or any athar Tennm Petty. More commencement of any such work, 'tenant shall deliver to I.;ntdlorJ a copy of [base Rules of the Site (Conn-acmr's Work) executed by the munuclor(s) pertbrmMg such work. I. The I'nlfuwing Rules of the Site V,, C'unlracter`s uurk ("Rides of din Site'") shall govern the opertdion of Contractor and Contractor% subcontractors. 9'he terms "(honer"and "Owner's Representative" are the smun forpurpasus ol'this dnct,mcnt (uud where used, rater to tlac Landlord). SM W Grin Center DP-Cipr nfS,,nra Aran tpnsr Ushilril D 80A-551 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- Cart! flcate of Insurance Ina form approved by Owner executed by Insurance companies acceptable to Owner. D- A fully executed Not! flout ion -Rules for Contractors (To Be Provided by Owner Upon Request). g- Ajob sell aduleofthe work tobeaccomplished, detailed bytrade. F, A complete list of all proposed Subcontractors and suppliers, Owner must approve oil contractors and subcontractors before commencement o f (heir work. 0- The name and phone number (including emergency phone numbers) orpersonnel who are authorized to represent ilia Contractor. 3. No revisions or changes of any kind may be made to the construction plans previously approved by Ovmer without prior written consent of die Owner. Any proposed revisions or changes must be Submitted Lo Owner In the form of a change order, for Owner's review and approval prior to commencement of such changes. Revisions or changes Shoring the floor plan, base building systems, or building operations must besubinitted, In writing, to the Owner for review and approvnt prior to commencement of work, 4. All of Contractor's work must be scheduled so that it in no way conflicts with, interferes wills, or impedes the quiet and peaceful enjoyment of other tenants or occupants of the project, or with the progress or 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, Ovmcrsholl have no liability for any costs or expenses Incurred by Contractor (or Tenant) in connection with such rescheduling. 6. 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 slid 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 ut Contractor's expense. Contractor must, on a dally basis, remove all rubbish, surplus and waste material resulting from the performance of his work. At die request of Owner, Contractor shall relocate any materials causing an obstruction as directed by Owner. Contractor will not be allowed to place a dumpstcr on site on a continuous basis during construction. Important note: The placement and location ormbbish lampstors and bins must be approved In advance by Owner. S. In general, Owner will Interface with Contractor to the extent necessary for work to be completed within Ore guidelines of project specifleadous and for the enforcement o f building rules and regulations. 2 Connector will make arrangements far unloading, trash removal and hoisting after normal working hours due to the local OILY raise ordinance. (No such activity will be allowed between the hours of Io:00 p.m. to 7:00 o.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 may be afforacd access to loading clock space and hoisting facilities far 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 slid access. 10. Canmoctor will be aftbrded unloading areas us prearranged with Owner. All materials unloaded at these areas will be moved to an aren of Oise lahncdiutely and atoll not ba stored or used in away which udversely impacts useofthe Building. 11. Contractor (and Tenanq will be responsible Ihr the security Grits own materials, equipment and work, and that of his subcontractors. Contractor will also he 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 he promptly repaired to the Omer's satisfaction at sole cost of Contractor. 12, Contractor will comply with all applicable codes, laws and regulations pertaining to the work or, ConuacLur, including all Rarely and health regulations. The Contractor shall supply ilia Owner with a Master List of all Hazardous Materials and (hell* Materiul SANLy Data Shelia (bISDS) upon delivery to the job site. A discussion will then ensue pertaining to the Rude suxuge, handling and Use Of fliese materials, as well us Lbe Contractor's emergency pruporedaess plan for Imndiing the Containment slid clean-up afpntentinl IIWAI IOus Material spills, 13. Contractor will not cnguge in shy labor practice that may delay or otherwise Impact the work of Ownci ar any other Commuter. I4. No base building sysienhs will be turned oil' or disengaged by C•unti'actur or any subcontractor without prior writen approval nod supervision by u representative orOwner or ds agent. Said Systems include but are not I(miied Lo sprinklers, electrical circuits, air -handling tells, smoke beads and wafer supply. Building electrical power shut -downs are allowed, with the prior written consent ol'Owaer, kill saiunlays between 10:00 prat and 5t00 a.m. only, A request far approval shall be made to the Property Manager w least ten 1101 days in advance. rib! rV Ctrrr fanrurUr—CiryvrfSunla Amu Lease -4- Rxhibir D 80A-552 WHIM. M1y 15, Doors to all work areas, Including stairwells and nlachanicnI and electrical closets, will remain closed at all tine. Propping doors open is expressly prohibited. 16. All COutractor and snbcon tractor personnel, materials, tools and equipment era to Bitter and exit the Build Ing through the service elevator only. Owner may at any lime initiate a check In/check out system, or a badge system, for all people and in Morin] fit the Building and the Contractor will agree to cooperate will any such system. 17, Before ordering material or doing work which Is dependent upon proper size or insiallalion, the Contractor shall field verify all dimensions for accessibility with building conditions, and shall be responsible for same, 18, Ciintrachorshimll not permitted any identifying signMilt Oradverlisfing within the Project or Building. 19. During conshvcli0n, Contractor shall maintain supervisory personnel on tile site at all times. Such personnel shall be fully authorized to coordinate, respond for and authorize Connector's work as necessary so ss to enable all woidc to proceed in a trely and well-ordared fashion. Should Conpmclor pertbrm work which would cause or squire Owner to provide personnel to be present or otherwise perform oily work, Contractorshall reimburse Owner for the expense of such personnel. 20, Contractor shall be responsible rot the protection of Its work and the area adjacent to his work. 21. Contractor will ensure tint all stairwells, mechanical rooms, electrical and telephone closets, etc, accessed by Contractor or subcontractors in conjunction with Contractor's work, will be cleaned and five of debris nightly. 22, Public areas adjacent to premises where Contractor's work is being performed shall remain free of debris and materials at all times, 23, Contractor shall be responsible for all his actions on $Ile as well as those of lU subcontractors, and shall Indemnlfy, defend and hold harmless tine Owner and the other owner Pall es Hem and against any and all claims, losses, or damages, threatened or Incurred, arlsing tom 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 crowner's premises or installations, Or those of any Building occupant, shalt be permitted wWhout 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 die Building or the Integrity orally orcomponents or systems. The work is to be done only whit the explicit written permission ordhe Property Manager, and only on an "Off -Hours" basis, Such work is to be done only under the direct supervision of a oonipetent member of the Contractor staff. Any such area is to he promptly repaired and returned to a fully functioning, complete, slid clean condition, 20. All work Is to be done to a minimum shmdmd 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 slid Specifications. 27. All Life Safety Systems for rho Building are to be maintained, and all of the Tenant's work is to be properly interfaced with and connected to the buso Building systems as required by Laws, or by Building Operation. All work is to be done In such n way as to protect all Base Building operations and warranties. Any required disconnection of life safety devices should be "f'oresean" and the Property Manngement Office must be notified at least 24 hours In advance, Costs for false fire alarms due to contractors' or subcontructars' negligence will be billed to and paid by tie Conuectur. All lire -safety systems testing must be perromred on an "after-hours" basis and coordinated with die Building Manager. 28, When work is performed by Contractor or subcontractor, charges will apply for additional services perforated by Owner which may include, but are not necessarily limited to the following. A • overtime or after-hours elevator usage 13 • utility usage fir construction activities beyond atondartl power and water used ill connection with general afliee uses extra nod continuous cleanup orcievators and public spaces as required due to consuvctl0a activity; Contractor to provide die usual protection of cxlsting improvements, and exercise care slid good sense D • extended or alter -hours; use of tile loading dock 21). In addition to cleaning requirements described above, Cintmeter shall; in praparetinn rot substantial completion or occupancy or It,, Project by Tenant, perforn final cleaning of Cnntracuu''s Work. 30. When CulartwOr takes aver an area frmn the Owner belbre commencing work Contractor shall nsceruin that the area is in a sar'e slid sanitary condition, and mnintnin ilia lima as uecassnry (at its sold cast and e.tpenie) in a safe and innitnry condition and to a standard meeting all applicable laws and replutuns, 31. Owner requims,lob prograss meetings. Thu Cunlractor will attend %viol a represanhilive tmllmrized it) speak unit net on the CnnireeLor's behalf, Addlithieitllly. tile Contractor shall tile owiwr orschdaied job progress meetings. 491 IV chu realer Dr -Chip nJSrnen, Iao Leave -'- Exhibit D 80A-553 EXHIBIT 1 F 32,. All work or on -site activity during non -normal working hours will be coordinated in advance with Owner, 33. At no time Y411 Contractor perform nelivitles on the Project without the proper Insurance in force, 34. No radios or other uudio devices are allowed, 35. Failure to perform work In a manner consistent with the above stated Rules of the She may result In Inunedlutc work stoppage by Owner, Omer shall have no liability for any costs or expenses Incurred by CanbMctor or any subcontractors (or Tenant) In connection with or ne a result of such work stoppage. 36. The Rules of the Site may be amended or revised m 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 Maneger at the Contractor's expense. Acknowledged and Agreed By, Date: Ndt 1410-le Ceulee Dr-00- afSanra rpm Leave 4, rahibit D 80A-554 EXHIBIT 1F EXHIBIT "En ADDITIONAL RENT crmiti i , 1.1 "Paso You r" means the calmdaryinr specified in llm 5,1 of the Basic Lease Provisions, L2 "Expense Your' means each colander your in which any portion of the Term of His Lease foils, through and including the calendar year in which the Term o rthis Lease expires. 1.3 "Property Taxes" means all real property taxes, assessments, fees, charges, at- impositions and otter similar governmental at quasi -governmental ad valorem or otter charges levied on or attributable to the Project or Its ownership, operation or transfer of any and every typo; kind, category or nature, whether direct or indirect, general or special, Ordinary or extraordinary and ell taxes, assessments, fees, charges or similar inlposlticns Imposed in lieu or substitution (partially or totally) of the same including, without Ihultation, all taxes, assessments, levies, charges or Impositions; (a) on oily Interest or Landlord or any mortgagee of Landlord in the Project, the Building, the Premises or in this Lease, er Oil the Occupancy or use of space in the Project, Lae Building or tie Premises; (b) (0) on any transit tastes or charges, business or license fees or taxes, annual or periodic license or use fees, park and/or school fees, ails Charges, parks charges, housing ftmd charges; (d) Imposed for street, refuse, pollee, sidewalks, Bre protection and/or similar services and/or maintenance, whetter previously provided without charge or for a different charge, whether provided by governmental agenclea or private parties, end whether charged directly or indirectly through a fin ding mmlmalsm designed to enhance Or augment benefits and/or services provided by governmental or quasi -governmental agencies; (e) on any possessory taxes charged or levied in lieu orreal estate taxes; and (I) any costs or expenses incurred or expended by Landlord in investigating, calculating, protesting, i ppealing or otherwise attempting to mil 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 meusured by Landlord's gross income or profits unless Lae same is specifleally included within the definition of Property Taxes above or otherwise she]) 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 tie Operation, ownership, maintenance, insurance, restoration, management, replacement o'repair orthe Project: (a) Premiums for property, casualty, liability, rent interruption, earthquake, Flood or other types of insurance carried by Landlord Flom Lillie to time. and any deductibles thereunder actually paid by Landlord with respect to the Project. (b) Salaries, wages and other amounts paid or payable fir personnel (including, without dolitution, 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 conulbutions 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 benoliis and the total charges of any independent contactors or property managcrs engaged in the operation, repair, care, mnhhtenhice and cleating of any portion ofthe Building or tile Project. (0) Claming expenses, including without lindtaton,janilorial services, window clogging, and garbage and refuse removal. (d) Landscaping and hardscape expenses, including without limitation, irrigating, trimming, mowing, fertilizing, seeding, end replacing plants, trees and hardscape, (e) T'liccost ofproviding fuel, gas, electricity, water, sewer,telephones steam And otierutility servtcos. (f) The cost of maintaining, operating, restoring, renovating, managing, repairing and replacing components orequipment or machinery, including, without limitation, heating, refrigeration, ventilation, electrical, plumbing, mechanical, elevator, escalator, sprinklers, fire/life safety, security and energy nhanagcmenl systems, including service contracts, maiatennncu contracts, supplies and parts with respect thereto. (g) Iho costs of providing access control services for, and supervision of, the Project, (h) Rental- supplies and other costs with respect to tie operation of Iho management office for the Building. (i) All cost and fees rur licenses, cerlitcates, permits and Itspec11011s, and tile cost Incurred In connection tvlth the irnpicmentuliOn of a lransportaton system ntnnngemeu program or similar program. (i) The cost of replaccmc it, repair, acquisition, installation and nioddiclion of: (A) carpOLing and will coverings, Lolling system and fr.xhues in Lie Common Aicus, and other furnishings in the Common Areas, (B) materials; tools, supplies and equipment purchased by Landlord which arc used in the maintenance, operation and repair of the Project, and (C) tiny otter farm of impnavementa, oddidons, repairs, or replacements ar the Project or the systems. equlpment or machinery Operated or used in coullUdOn with the Project; provided, however, that with respect to the items dcserihed in clauses (A), (13) and (C) above which constitute a capital ikm, addition, repair or improvement (collectivaly "Capital Items") tinder sound accounting and properly manugetnent principles consistently applied and dctennined by Landlord, in each ease the Cost Ol sueh Capital Items shall he amortized (with interest at the Interest Rate) over the useful life (do "Usefcl l.Jre") Drench Capital Item, as detenninad by the Landlord in nccord;mce with sound nceetmtiug and property management principles cunsistalulp applied Or such other pedud as shall be consistent with Institutional Owner Practices. (k) Auurneys', nceeuntunts' and consultants' roes and expenses in connection sviLh the management, operation, administration. nmintenuncu and repair ol'the project, including, but not limited to, such expenses that relate to seeking or Obtaining roducliuns in nr add I✓Cndr Crnmwr Or—Cfp' aJ'Smrrrc:I rw Leure -i- Gzhibir E 80A-555 EXHIBIT 1F refunds of Properly, Taxes, or contponenes thereof, or Ilse costs of contesting the validity of Opp I!Will ity Of ally Ion octmants whlof] may affect Operating Expenses. (I) Fees for the udnainistration and mmagemeni of die Project In an amount NOW to three percent 0%) of' the gross revenues of the Project (which shall be grossed by Landlord up to one hundred percent (100%) occupancy on rat annual basis), without regard to Ivh at liar a Chita l fees so paid are greater or less Ilion such amount. Op) Sales, use End excise taxes on goods and servioes purchased by Landlord for the management, maintenance, administration or aperotall ol'the Building or the Project, (11) fees for local civic organizations and dues for professional trade assooiAtions. (o) Payments tinder any covenants, conditions and restrictions pertaining to the Project or any onsemeni, license or operating Agreement or similar instrument which affects the Project, (p) Casts and expenses of investigating, testing, documenting, monitoring, responding to, abating and remedlating Hazardous Materials, other (hurt abatement and remedlation costs with respect to Hazardous Materials actually known by Landlord (an the Effective Date) to require abatement and/or remediatlon under applicable Environmental Laws. (q) The costs of repairing, restoring end maintaining the Parking Facllhles of the Project, including, without limitation, the resurfacing, restrping and cleaning of such lbeilitles. W Any costs, fees, amounts, disbursements and expenses which ore generally Included In Operating Expenses under Institutional Owner Practices. 1.5 The following casts and expenses shall be excluded Gant Operating Expenses; (a) expenses relating to leasing space in this Project (including tenant improvements, leasing and brokerage commissions and advertising expenses); (b) legal fees and disbursements Incurred for collection ortm ant accounts or negothulon of leases, or relating to disputes between Landlord and other tenants and nocupaots of the Building; (c) Capitol Items unless specifically permitted by Scotian L4 or this Exhibit "T'parts (a) through(r), inclusive; (d) Property Taxes; (a) 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; (I) except to the extent specifically provided in Section 1.4 of (his Exhibit „E„ parts (a) through (r), inclusive, depixeiatlon m• payments of principal and interest oa any mortgages upon the Project; (9) payments of ground rent pursuant to any ground lease covering the Project; (11) subject to Section 2 of this Exhibit °E" rite costs of gas, steam or other fuel; operation of elevotors and security systems; heating, cooling, Or conditioning and ventilating; chilled water, hot and cold domestic water, sower and otlher utilities or any other service work or facility, or level or amount dtercof, provided to any other tenant or occupant in the Project which either (a) is not required to be supplied or fumishcd by Lnndluld to Tallaza under the provisions of [his Lease or (b) is supplied or furnished to Tenant pursuant to the temts of this Lease with separate or additional charge; (I) the cost of the Landlord's Work; and (j) ally cost expressly exuluded from Operating Expenscs in an express provision contained in [his Lease. 1.6 "Excess Operating Expenses" means, with respect to any Expense Year, the positive excess, If nay, of Operating Expenses nilocnble hereunder to such Expense Year over Operating Expenses allocable hereunder to the Base Year, L7 "Excess Property Taxes" means, with respect to oily E.xponse Year, the positive excess, Irany, of [he Property Toxcs allocable hereunder to such Expense Year over the Property Taxes allocablu heraunder to the Base Year. 1.9 "Tenant's Percentage Share" means the percentage set forth in lJorn 5.2 of the Baste Lease Provisionst provided, however, that Landlord roserves the right from time to tinie during the Term of this Lcuse to mcolculate 'tenant's Pcrcounge Share, in which cast Tenant's Percentage Share shall to culculalatl by dividing the nwnber orsqunre feet o f Rentable Aren iu the Premises by [he number ortup are fee[ of Rentable Area in the Project, and expressing such quotient In the fans oft, percentage. C deulnlinl hid etlmds and Adluetnients, 2.1 1110 variable components ofOperming Espsnscs (•Yorinble Expenses") Air all or any portitm of ally Expense Yen(, (including thin Base Your) during which actual occupancy of the Project is less Than one hundred percent (100%) of flic Rentable Area of the pmioet shill) be adjusted by Landlord, as deterudned in good With by Lundlurd applying sound accounting nod property management principles (and the provisions 10 0 01,10 Cmurr or-c'Pl' al'Soffoldna Lenin .2• Exhibii C. 80A-556 EXHIBIT 1F of this Lease) to reflect one hundred percent (100%) occupancy of tha Reaunble Area of the Prject during such per)od. Irduring all or any part or any Expense Year, Including the Bose Year, Landlord dues not provide any pnricular item of benefit, work or service (the cost of which Is a VoriabI e Expense) to portions of the Project due to the fact that such item of ben all I, work or service is not mquIred or desired by the tenant orsuch space, or such tenant Is Itself obtaining and providing such item of benefit, work or service, or Cur oily other reason, then for purposes of computing Variable Expenses for such Expense Year, Operating Expenses, As oppllenble, 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 h had fli nished such item of benefit, work or service to such porticos of the Project. 2.2 Subject to the provisions of this Section 2 of this Edlibil "T Ell calculations, determinations, allocations and decisions to be mode hereunder with respect to Operating Expenses and Properly 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 all aII 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 delemnination that measurably different amounts or types of services, work or benefits associnted 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 Expanses or Properly Taxes received by Landlord in a particular your shall be deducted from Operating Expenses or Property Taxes, as applicable, In the year the some 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 tFom Base Year Operating Expenses the cost of Items orservice, work or benefits (i) not provided following the Base Year, (if) incurred due to circumstances not applicable fallowing lie Base Your or due to market -wide labor -rate increases in Operating Expenses dua to extraordinary circumstances, Including, without limitation, boycotts, embargoes slid strikes, and utility rate incmAvos due to extraordinary circumstances, and (iif) amortized costs relating to capital improvements, 2.3 If any Property Tax Reduction (deflned below) applies with respect to any Expense Year (other than the Base Year), then for Purposes of caloulatlon of Excess Property Taxes for such Expense Year, Property Taxes ailoeable 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 Propery Taxes are reduced'os a result of any reassessment or under or as a result of application or operation of Proposition 8 or any other similar governmental actor Law. A "Base Year Tax Redaction" means, with respect any Expense Year to which a Tax Reduction applies, and with respect to any particular Property Tax Reduction, an amount equal to ills Property Tax Reduction, minis, In the case of any Expense Year after the first year to which the Applicable Tax Reduction applies, the cumulative amount by which Property Taxes have increased (following ills first Expense Year to which the appllcable Property Tax Reduction applied) as a result of application of die annual percentage increase (presently up to 2.0%) in Property Taxes that is allowed under Proposition 13 (o• any substimle therefor hereafter adopted). 2.4 As of tie 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 mmv ihnn one building (or ona or mare tax parcels), Landlord shall have die right, from time to time, to equitably allocate same 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 alleeating such Operating Expenses and/or Property Taxes attributable to the Building (or the tax pamel on which the Building is located) and/or such other building(s) (or such otter tax parcel(s)) of the Project to tie Building (or tax pmeel) 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 Bullding (or the tax parcel on which it is located), Landlord shall also have the right, from time to time, to require Tenant to pay Tenunt's Percentage Share of operadng Expenses and Property Taxes based solely on tie Operating Expense and Property Taxes for the Building (And die tax parcel on which It is located). 3. Pavment 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 Leone ("Section 4.2 Additional Rent") for that Expense Year, On or before the first day of each calendar month during such Expense Year, Tenanl shall pay to Landlord one -twelfth (1l121h) OF such estimated amounts; provided, however, thoq not more ollen than quarterly, Landlord may, by written notice to Tenam, ravise its estimate for such Expense Your, and all subsequent payments under this Section I of this Exhibit ". " by Tenant for such Expense Year shall be based upon such revised estimate. Landlord shall endeavor to deliver to Tenant within one hundred fifty (ISO) days after ills close Oreach Expense Yeor or As soon thereafter its is pmcdcabo, a statement of that year's Property Taxes, Operating Expanses, and the amount of Suction 4.2 Additions) Rent for such Expense Year, us determined by Landlord (the " Lmrdlm'd's Statement"), and such Landlord's Statement shall be binding upon Landlord and Tenant, except as provided in Sectioai 44 or Ills •.xl ibit " ". If the Landlord's Statement indicates Chat (or if it is linAlly determined pursuant lu Section of this ,Exhjih „ „ tint) the Amount of Section 4.2 Additional Rent payable with respect to any Expense Year, (n) is more than the estimated payments orsection 4.2 Additional Rent mode by Ten nil with respect to such Expense Yenq'1'ennnl shall pay tha doiicianccy to Lnndlord upon receipt or Landlord's Statement or(b) is Iris than the estimated payments of Section 4.2 Additional Rent made by Tenant with respect to such Expanse Year, such excess payments shall be credited agalnsl Rent next payable by Tenam underthis Lease (or, II'tue'rerm of this Lease has expired, shall be paid to Tenant)• Anmunts payable by Tenant its Section 4.2 Additional Rent with respect to an-v Expense Yera' Unit includes less than on entire calendar year shall be prorated oil the basis that the number ofdays in such Expense Yenr hear; to 3Gs. The e.epiretlun ureerly termination of this Lease shall rot Affect the obllgutioas of Laidlord slid Tenant pursuant to this Section 3 ofthis Exh' l " E' to be performed after such expiration or curly tumiination. d. Review of Lnndlnrrl's Snncmen6 Provided that Tarrant is nil luau In dettrult whit rasped m Its obllgatians under this Lunsc and provided flurther ihut']'eaAnt strictly complies with the provisions MAIN Suctianil orthis Ex 'b' "E' Tenant shall have the right, at Tenum's sale cost And expense,, to reasonably review Urn lu d's supposing books And records (at Landlord's manager's corporate Offices) for oily portion of the Property Taxes or Operating Expenses Ibr A pathalltm Expense Year covered by Landlord's Slatanrent, in acoordmcc with die procedures set forth in Oils .Section 4 orihfs Exillbit "E". Tenant shall. within sixty (60) days uFlcr any such Landlord's Statement is delivered to Tenant, deliver a written nutiue (a "Dispute Notice") to Landlord specifying the items described in the Landlord's Statement tint am- claimed to be Incorrect, slid Tenant shall simullanwusly pay to Landlord all Amounts specified in the applicable (.mtdlurd's Statement ((o tie extent not previously paid). The right ofTenn it under this Section 4 of this Jj&jtihj.L_`i:_ may only be exercised once rot. each Expense Yaor covered by any Landlord's Stmenhant, and If Tenant fails in deliver a Dispute Notice within the sixty (60) day period deserlhed above or lbils to meat any of the other above condclons of exercise of such right. the right uf'fennntto audiU n particular Landlord's Statement (and all ofTanant's rights to make any claim relating thorem) undur this Section 4 801 WOVIe Cellar Dr -Cur nJ'SarNrr.l un Leone -3, Exhibit E 80A-557 EXHIBIT IF of this 136hlbit "E„ shall nut un adcally be deemed waived by Ten out. Any review or records under this Section 4 of this Exhibit "E", shell beat the sole expense of Tenant, shall be conducted by independent coitifted public accountants of national standing which are not compensated on a contingency fee orsimilar basis relating to the results ofsuch audit and shall be completed within sixty (60) days after Landlord provides Tenant with access to Landlord's supporting books and records. Tenant acknowfedges and agrees that any records of Landlord reviewed under this Section 4 of tills Exhibit"E„ (and the Information contained thcreln) constitute confidential Information or Landlord, which shall not be disclosed other than to Tenant's accounlants perfonning the review and principals of Tenant e,ho receive the results of the review. if Lundimt disagrees With Tenant's contention that an error exists with respect to the Landlord's Statement In dispute, Landlord shall have the right to cause another review or thus portion of Landlord's Statement to be made by a firm or independent certified public accountants of national standing selecUd by Landlord ("Ln ndlm•d's Arena n I a a P'), I the event of it disagreement between the Iwo accounting firms, the review of Landlord's Accountant shall be deemed to be correct and shall be conclusively binding on both Landlord and Tenant. In the event Thal It Is finally determined pursuant to flits SecLion 4 or this Exhi ' "E" that a particular Landlord's Statement ovenstated Operating Expenses and Property Taxes with respect to the applicable Expense Year by more than ten percent (10°/a), Landlord shall reimburse Tenant for the reasonable cost arTenant's accountant, in all odrer cases. Tenant shall be llablk for Landlord's Accountant's actual fees and expenses. 801 FI' Civrr C'enler Ur —CYO• nf5aurn Ann Learn -4- Exhibit r. 80A-558 EXHIBIT 1F EXII ]BIT "r" SERVICRS AND UTILITIES The services and utilities to be provided by Landlord Are as follows: I Flevatnr5etvlaa, Nan•attendedautomatioelevator Service, 2 14VAC. Subject to all governmental Laws, rules, regulations and guidelines applicable then tio, HVAC to the Premises duff ag Business Hours (defined below), which ha Landlord's good faith judgment, is required for [lie comfbaable use and occupancy or the Premises for general office use. After Hours HVAC (defined below) may be provided to the Remises upon request by Tenant. Tenant shall pay to Landlord the After Hours HVAC Rate (defined below) for all After Hours FIVAC that is so requested by Tenant within ten (10) days ofreceiptof 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 I•IVAC system to perform its function due to: (a) urrnngement of full11 loufng in Ole Premises or changes or alterations thereto, (b) any use by Tenant in Any portion orthe Premises of haat•genemting machinery or equipment other then normal office equipment, or (e) any occupancy of any portion of die Premises at densities above customary general office laysls. "Business Hours" means 6:00 AM, to 6:00 P.M. Monday through Friday, and upon Tenant's request, 9:00 AM. to 1:00 P.M. on Saturdays, in all cases excluding the date of observation or any Holiday (defined below), Of fol iday" 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 rationally recognized holiday that IS selected by Landlord acting consistently with btstltullonalOwner Practices. "After [fours HVAC" means any FIVAC that is provided to all or any portion of die Premises at the request of Tenant outside of Business Hours. The "After [fours FIVAC [lute" means the Landlord's prevailing charges for supplying After Hours HVAC to the Premises, which as of die Effective Date is $65.00 por zone (or partial zone), par hour (or pardnl hour), subject to a two (2) hour minimum. 1 Electricity. 3.1 At all reasonable times, electric current as required for Building Standard lighting and factional 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 die electrical panels located on the floor(s) of the building on which the Promises is located. Subject to Section 3.3 of this Eidilbit'T': (a) the electricity so Rumished for Tenant's incidental use equipment to be at a nominal one hundred twenty (120) volts and with no electrical circuit for die supply of such equipment to require a current capacity exceeding twenty (20) Amperes and (b) the electricity so Nrnished for Tenant's lighting to be at a nominal one hundred twenty, (120) volts and with no electrical circuit for the supply preach lighting to requfrc a current capacity exceeding twenty (20) amperes. 3.2 Notwithstanding any provision of this Lease to the contrary: (a) Tenant Covenants that fits use of electric current shall never exceed Ilia capacity of the feeders, risers or electrical installations of the Building or Ilia project, (b) the total connected electrical load for TeaanPa Incidental use equipment within the Premises shall in no case exceed Landlord's per usable square root anon ln6d, and (a) the total comecled electrical load for Tenanl's lighting fixtures within the Premises shall in no case exceed Landlord's par usable square foot standard, In addition, if Tenant's actual consumption of electrical power in die Premises, as determined in goad faith by Landlord pursuant to such mensore lent method or methods us Landlord shall employ Dom time to time (including, widaout IIOi[tatlon, the use orsubme[ers and/or pulse meters, electrical surveys and/or engineer's estimates) exceeds the Electrical Paver Consumption Threshold (defined below), Tenant shall pay to Landlord, as Additional Rent in addition to those costs otherwise payable by Tenant pursuant to Artie a 4 Ilia sum of: (I) Landlord's nctunl direct and indirect costs of supplying such a octet Consumption, including, without limitation, all taxes thereon, and Ilia cost of additional weer on Building Systems resulting from such excess consumption, (fi) all of Landlord's costs of monitoring and measuring such excess consumption and ill) Landlord's reasonable administration fee thereon, The "Electrical Power Consumption Threshold" means, for any reasonable calculation period determined by Landlord, the Landlord's nondiscriminatury 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, Oran average general office [client ortho Building). 3.3 Without Landlord's consent, Tenant shall not install, or permit the installation, in [he Premises orally lighting, wonputers, word processors, electronic data processing equlpnlent or other type of equipment or machines which in) will require a volloge other than a nominal 120 volts or require a current capacity exceeding twenty (20) amperes or (b) will inereaso Tcnanl•s use Of electric Cenral in excess of that which Landlord is obligated to provide pursuant to this aectioll 3 orthis Exh bit" "("Execss Elect•ieul Requirements"), IFTenant shall require orutlfize Excess Electrical Requirements or electric current which may disrupt the provision orelectrical service to other tenants in tine Building or the Project, Landlord. to its election: (i) may refuse to grant its consent or (it) may condition its consent upon Tenant's payment in advance of Landlord's total direct and indirect Cost (including, without limitation, a reasonable administration rue) or designing, Installing, maintaining and providing any additional fncilities determined by Landlord to be required to Satisfy such Excess Electrical Requirements (or otherwise related to the additional wear on Building Systems associated lhemwidi). IfTeaunt's Increased electrical requirements will materially Afflict the temperolure level In the Promises or In the Building, Landlord's consent may be conditioned upon 'thorn's payment of oil direct and indirect costs of Installation and operation urany amchincry err equipment necessary to restore the Eemperalum level to that otherwise required to he provided by Landlord, Including, but not limited to. ilia cost ol'Inotli flcntions to Ilia Building Systems and increased wear and tear on existing IIVAC uquipnienl. Landlord shall nut, f l any, way, be liable, or resuonaiblu An Tenant For may loss tar damage or expense which 'tenant ma) Incur or sustain fl: for any reasons beyond Landlord's rensonoblc control, eilhcr the quantity at, character of electric service is changed err is no longer u vuiloblu or soluble for Tenant's requirements. 4 \Voter, City water for drinking and rest roan purposes. 9 Janitmriul Scrvica. JAn]lorfal and cleaning services, live (5) days per week (excep[]ug Holidays). cmnfurallng to the Project standards in effect from time to Valet provided Eliot Landlord shall have no obligation to provide such services In any portions of the Preollses that are not used axclusiv,ily till' general office purposes. In All events, Tunanl slinli pity to Landlord the Cost al'ronwval orTeaant's refuse And rubblah, m the extent that tine same exceeds the m iuse and rubbish Attendant to normal olTme usngc and/or in the extent list Tenant ['ails to licep kilo Prcmises in txnsonable DI dor. ,POI n%Cade, Center Or• -Cher ny'S'rra1,.111, 6erae lixhiblt F 80A-559 Any amounts which Tenant Is raqulred to pay to Landlord pursuant to this ENbib it "F„ (and/or for any services provided to Tenant In addition to those Landlord is required to provide under this rhhfbii "F" without additional charge) shall be payable upon demand by Landlord and shall constiht(e Additional Rent. From time to (!ilia during the Term, Landlord shall have the right to modiFy the services provided to Tenant hereunder; provided that ilia services provided, as so modified, are consislent with Institutional owner Practices. Tenant recognizes [lint may access control services provided by Landlord at the Project are I'ur the protection ol'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 Tennnl or its employees, invitees or property in or about doe Premises. or the Project. Landlord makes no representation with respect to the adequacy or fitness of the Project's ITVAC system to maintain temperatures that may be required for operation or any computer, duto processing or other special equipment or occupancy of the Premises at densities above customary general office levels. .it)/ WCUt, Cows" Dr—Clry,'afSnme Aloe Laos, I. rNh(bit P 80A-560 EXHIBIT 1F CXIMIT "G" INSURANU REQUIREMENTS Polices 1.1 P,roncrty Insurnncc. At all tines during the Term of ih)s Lease, Tenant shall procure and maintain, at its sole expense, "Ail - Risk" (and at Landlord's option earthquake, earthquakt sprinkler leakage and/or Flood) property Insurance, in al amount not less than one hundred percent (100%) of replacement cost covering; (a) ell Leasehold Improvements (b) all floor and wall coverings; and (a) all Tenant's Personal Properly in or about the Premises and Prgieet. The proceeds crouch insurance shall be used for the repair and replacement of the property so Insured, except that if col so applied or if 1.1iis Lease is terminated following a casualty, tile proceeds applicable to the Leasehold improvements shalt 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 Tenn 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 oflhal3xhlbij("G" for aperiod afoul less than twelve (12)months. 1.3 Liability Insurance. 1.3.1 Atoll tines during the Term of lh)s Lease, Tenant shell procure and nmintain, at its sole expense for the protection of Landlord and Tenant, commercial general liability insurance applying to the use and occupancy of tie Promises and tie business operated by Tenant. Such insurance steal I hnve 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 an a tbilowing form basis, with overall limits of at least $5,000,000, All such polieias shall be written to apply to all bodily Injury (including death), property damage and personal Injury losses, shall Include blanket contractual liability, broad farm property tonnage, independent conb'actor'o coverage, completed operations, products liability, cross liability and severance of interest clauses, and shall be endorsed to include Landlord and the Landlord's Additional Insureds as additional insureds. 1.3.2 At all times during the Tenn of flils Lease, Tenant shall procure and maintain, at Its sole expense for the protection of Landlord and Tenonl, primary automobile liability insurance with limits oFnat less than $1,000,000 per occurrence covering owned, hired and non - owned vehicles used by Tenant. 1.13 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 end in a form acceptable to Landlord saving harmless and protecting Landlord and the Promises ngainst any and all damages, claims, liens, judgments, expenses sad costs, including actual ottomays' fees, arising under any present or future law, statute, or ordinate or the State of Coli Fornin or other governmental audtodty having jurisdiction of the Premises, by reason of any storage, sale, use or giving away of alcoholic beverages on or from the Promises, Such policy or policies orinsurancet shall have a minimum combined single limit of $3,000,000 per accurmneo and shall apply to bodily Injury, fatml or nonfoial; injury to means of support; and Injury to property of any parson, Such policy or policies of insurance shall name the Landlord and its agents, beneficiaries, partners, employees and any Holder or any Security instrument designated by Landlord as additional insureds, 1.4 Aorkers' 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, Monte commencing the perfonnanceof the work under this Agreement, Tenant agrees to obtttn and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. 2, Policy Requlrenents. All Insurance required to be maintained by Tenant shall be issued by insurance compnnies authorized to do insurance business in rile State of Cniifomia and rated not less than A:X in Best's Insurance Guide. All such inswnnce policies shall be written as primary policies, nm excess or contributing with or secondnry to any other insurance as may be available In Landlordorla the additional insureds. A ccrllrcoc of Insurance (or, at Landlord's option, copies ofthe applicable policies) evidencing die insurance required under this Exhibit "C" shall be delivered to Landlord cot less than thirty (30) days prior to the Commencement Date, No such policy shall he subject to cancellation or modification wihauL thirty (30) days prior written notice to Landlord and to any Holder of any Security Instrument designated by Landlord and such policy shall be endorsed to provide that the insurer thereandershall provide Landlord with written notice oFaty failure by Tenant to pay any premium thereunder when due and such failure continues f'or a period often (10) days otter such date. Tenant shall rumish Landlord with a replacement cortirwale with respect to any insmnnce not loss Lima thirty (30) days prior to the expiration or'te current policy. Tenant shall have the right to provide the insurance required by this ExIbibit "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 rogad to claims made under such policies with respect to other persons. L B listellnncaus. 'Tenant shall not keep, use, sell at offer ter sale In or upon We Premises any article which may be prohibited by any insurance policy periodically in Rnee covering the W-emises, the Bulldingor the Project. iFnny or Lundlord's insurance policies shall be cancelled or cancellation shall be threatened at, die coverage lher'cunder reduced orthmatened to be reduced lit tiny way because of lie use ardlC I'MMISea or any part thercor by Tenant or any assignee. sublenunt, licensee or invitee of Tenant and, if Tenant thins to remedy (lie condition giving rlse to such cancellation. threatened cancellation. reduction of coverage, or threatened reduction ofcoverage, within 48 hours After notice thereof, Landlord may. at its option, either lorminpm this Louse or enter upon the Promises and nucmpt to remedy such condition, and Tenant shall promptly par die cost thereof le Landlord it Add hionnI RenL, IMan dIOrd is ititill Is. or elects not to remedy such condition, then Landlord .tall have all of the remedies provided Rr in die Lease upon the occurrence of ern Event of DdRndt. 'Tenant shall not do or permit to be dune ally not or things upon or nboul the Premises or the Projeel, which will; (a) moult in the Assertion of tiny defense by do Insurer to any claim under, (b) invadidme or (c) be in eonllIQL Willi. the insurance policies of Landlord or Tenant covering the Ruilding. the Premises or listures and property therein. or which would Inorense the rate of lire Insurance Applicable to die Building or the Project to on amount higher than It otherwise would be; nod Tenant shall neither do nor pcimnit to be done Any act or thing upon or about the Premises ur the thillding which shall or might subject Landlord to any Ilability or responsibility liw Injury w any person or pawns Of to prupeny. If. as a result of Any act ur umissiun by Or on the part orTenant or violation ort Ig Lease. whether or 001 {4'ChJe Cenlrr' lb-- Clryr nf.Snnm.Ann Louse It. Exhnbil G 80A-561 EXHIBIT 1F not Landlord has consented to Ate scone, the rate of "All Risk" ar other type or insurance maintained by Landlord on or with respect to the Building and Aalures and property therein, shall be increased to an omount higher Atat it other-wNe would be, Tenant shot] reimburse Landlord for all herenses orl,andei'd's insurance premiums so caused within ten (M) days oRer delivery of written demand therefor by Landlord, In any aetlon or proceeding wherein Landlord and Tenant are parties, a schedule or "make-up" oFmtes for the Projeet or the Premises issued by the body making fire Insurance rates or established by Insurance condor providing coverage Ibr the Building or domised premises shall be presumptive evidence of the Nets stated therein including the Items and charges taken into consideration In fixing the "All Risk" insurance rate then applicable to the Buildingor the Premises. Blrl IY4Yde Canter Dr—Cttl' njSrurrn: bur Leurc .?. f chi6ir C 80A-562 EXHIBIT 1 F Ex H I BIT "ll" REMEDIES Ran] act lcs rar Eye it al'Dcfut(( I- I. Landlord's Riehl To Terminate non T ni Default. In the event of ally Event of Default by Tenant as provided in eet'on IS j of the Lease, Landlord shall have the right to tennlmis tits Lease and raouver possession of the Premises by giving written notice to Tenant of Landlord's election to terminate this Lease, In which event Landlord shall he entitled to receive from Tenant: (a) the worth at die time orawarl or any unpold Rent which had boon earned at the time of such unillnodon; plus (b) Ole worth at the (line of award of die amount by which the unpaid Rent which would have been eared after termination until the time of award exceeds the amount of such rental loss Tenant proves could have been reasonably avoided; plus (a) the worth at the time or award of lbe amount by which the unpaid Rent for die balance of time Term Our die time of award exceeds die amount of such rental loss dint 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 or things would be likely to result therefrom; and (e) at Landlord's election, each other amounts in addition to or in that 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 (a) above, "worth at the time of award" shall be computed by discounting such amount at the Interest Rate. 1.2 Lentilnrd's Rdaht To Condit ),s uRe Upon Tenant Derma, In die avant of an Event of Default or this Lease and abandonment of the Premises by Tenant, if Lnndlord does not elect to terminate this Lease as provided in Section 1 1 of this E hihi " "Landlord may from lime to time, without terminating this Lease, enibrce all of its rights and remedies under this Lurie. Without Ilmiting the foregoing. Landlord has the remedy described bin California Civil Code Section 1951.4 (Landlord may continue this Lease In effbct after Tenant's breach and abandonment and recover Rent as It becomes due, if Tenant has the right to sublet or asslgn, subject only to reasonable limitations). L3 Right of Landlord to Perform. All covenants and agreements to be performed by Tenant under Oils Lease shall be performed by Tenant at Tenant's sole cost and expanse. If Tenant shall ibi) to pay any cum 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 w(tiout prejudice to any other right or remedy of Landlord, Landlord may cure die same at the expense of Tenant: (a) immeddntely and without notice in die case: (1) of emergency, (it) where such default unreasonably interferes with any other teliant in the Project, (iv) a failure to satisfy or otherwise discharge any Encumbrance, IN) where such default will result in time violation of Law or the cancellation orany insurance policy maintained by landlord, at (v) any failure of Tenant to perform any of its obligations under ,SSgctjol,'m„3�1 and Section M5 of this Lease above and (If) in any other case if such default continues for ten (10) days from die receipt by Tenant of notice of such default from Landlord. Any 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 die event of nonpayment as in the case of default by Tenant in the payment of Rent, This Section 1.3 of this Exhibit "T' shall survive the expiration or termination of this Lease, 1.4 Late Payment. tr two (2) or race: Rent Delinquencies shall occur In any twelve (12) month period, Landlord may, without prejudice to any other tights or remedies available to it, upon written notice to 'tenant; (a) require all remaining moodily installments of Reat to be paid three (3) months In advance and/or (b) require Tenon to increase the SecurityDeposit (if any) by an amount equal to one motth's Rent. 1.5. Subleases of TennnL Whether o' not Landlord elects to terminate this Lease an account ofan Event of Default, Landlord shall havo the right to eitmer: (a) terminate may and all subleases, licenses, concessions or other consensual arrangements entered into by Tenant that oflecl die Promises 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), 1 Efforts to Relet. No re-enlry of inking of possession or the Premises by Landlord following an Event of Default shall he construed as an election to terminate this Lease unless a writen notice of such election shall be given to Tenant or unless the termination thereof be decreed by a court or competentjoisdiction, and Tenant's right to possessloa shall not be deemed to have been terminated by efforts of Landlord to fetal die Premises, by its nets of maintenance Or preservation with respect to time Premisea, 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, NZAIIhslalding any releting of the Premises following any Event of Default without termination orthis Lease by Landlord, Landlord may, at any title after such retelling, elect to terminate this Lease for oily Event or Default. To the fullest extent permitted by Law, the proceeds crony releting of the Premises shall be applied: (11) First, to pay to Landlord all costs and expenses of such roletthhg (Including, without (initiation, costs slid expenses of retaking or repossessing the Premises, removing persons and property therelionl, securing new tenants, including expenses forred"Drotion, alterations and other costs in connection with preparing die Premises lorthe newlenant, and irLandtard shall maintain and operate the premises, the costs lhercol) and receivers' fees incurred in connection with the appointment of and per(brmmice by a receiver to protect the Premises and Landlord's interest Under this Lease and any necessary or rcasnmsble alterations; (b) second, to the pnymom or any Indebtedness of Tenant to Landlord other than Rent due mid unpaid hereunder; (a) third, in the payment of Rent due and unpaid hereunder; and (d) the residue, ifanv, shall be held by Landlord and applied In payment ofotier air future obligalons of Tenant to Landlord asthe same may become due and payoblu, and Tenant shall not be entitled to receive ally potion or such revenue. This Section 3 of this Exhilbit 1,11" slmll survive the eepirulion or termination oi'lhis Lease. 3, Cumulative Remedies, The specific remedies to which Landlord may resort undo' the terms or this Lease are cumulative and are not intended to be exclusive orally other remedies or means of redress to which it may be Inwlldly entitled in case of any breach ur threalauad breach by Tenant orany provisions orthis Lease. In addition to the other remedies provided in this Lease, Landlord shall Ito cntillcd la u restraint by injunction orthe violation or to ompted or ihrcmened vitiation ol'any orllc covenants. conditions or provisions or this Lease or to a decree compelling spceilie pmfuruulace orally such covemtnts. conditions or provisions, In addition, upon the occurrence of un Event of Dclault by Tenant, if dho premises or any portion hereof are wile[, t.undlonl, in addition and withoul prejudice to any other remedies herein provided or provided by Low, may, at Its 01 I1NChve C'enrrr Ur—Cfo' af5'nula ant Loner _I. Exhibit ll 80A-563 EXHIBIT IF option, collect directly from Ole sublessee all rentals becoming due to the Tenant and apply such rentals against other sums due hereunder to Landlord. d. wnivor or 12i hit t of Rodcamfion. Tenant hereby wolves for Tenant and for all those claiming tinder Turnit all right now or hereofter existing to redeem by order or judgment of any court or by any legal process or writ, Tonant's right of occupancy of the premises nflar any termination of this Lease. Nofwithshanding any provision of (his Lease to the contrary, the expiration or termination of this Lease and/or (he termination of Tenant's rights to possession of ale Premises shall not discharge, relieve orralease Tenant from any obligation or liability whatsoever underany indemnity provision of [Ills Lease, InclUding without lillillatioll (he provisions of Section 14.1 oftheLease. 801 A' Olie C'enfer, Dr- 061 al•So tel Am /.true .2- t:ahibii 11 80A-564 EXHIBIT 1F EXIT I B IT "I" FORM Of TENANT ESTOPPEL CERTIFICATE The undersigned as Tcnam under that certain Of lice Lease dated . 2k_ (Ilia "Lease") between CP SANTANA, LLC, a Delaware limited Ilabllity company, as landlord, and the undersigned, as tenant, for Prenlfsas on Ihe_ floor orthe Office Building located at 801 West Civic Center Drive, Santa Are, California arts lies as follows: i. True, correct and complete copies of the Lease and all amendments, modifications and supplements thereto ure attached hereto and the Lease, as so amended, modified and supplemented, Is in Rill none and affect, and represents the entire agreement between Tenmt slid Landlord with respect to the Premises and the Property, There are no minumments, mo dl flcatiom 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 accuples the Premises, and the Commencement Date of the Lease occurred on . 20 . 0, Tanant has not Transferred, assigned, or sublet any portion of the Premises not enlered Into any license or concession agreements with respect thereto except as follows: 4, Base Rent became payable on S. In accordance with die Lease, Rent commenced to accrue on , 20, .. 6. The Term afthe Lease expires on 7, The Lease provides for an option to extend Ihe terns of the Lease for _ yeas. The rental rate for such extenslon term Is as follows: . Except as expressly provided in die Lease, and other documents attached hereto, Tenant does not have any right or option to renewer extend the Lena orlhe Lease, to lease other space at the Property, nor any preferential right to purchase all or any part ofthe Premises or the Property. 8, All conditions of the Lease to be performed by Landlord necessary to die enforceability of the Lease have Item satisfied and Landlord is not In default thereunder. All space and improvements leased by 'tenant have been completed and furnished in necordance with die provisions ordm Lease, and Tenant has accepted and taken possession of the Premises. 2 There are no offsets or credits against rentals payable under Ilia Lease and no free periods or rental concessions have been granted to Tenant, except as follows: 10. All monthly installments or Base Rent, all Additional Rent and all monthly Installments of estimated Additonai Rent have been paid when due through , The current monthly installment of Base Rent is S I I. The undersigned aclmowiedges (hot this Estoppel Certificate may be delivered to Landlord's prospective mortgngee, or n prospective purchaser, and acknowledges that it recognizes that if same is done, said mortgagee, prospective mortgagee, or prospective purchaser will be relying upon die shuoments 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 Minimal 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 holmlf or Tenant hereby represents and warrants that Tenant is a duly formed and existing entity qualified to do business in Califbmla and that Tenant has Rill right and authority to execute and deliver this Estoppel Certificate and that ench person signing on behairofTenant is authorized to do so. Executed at on the „_duy of , 20_, "Tanant"; B(!I IVG'i4dr G'ealrr Ih•—CJpwJSunm Ann Leuru By: _ Name..: Exhibit I 80A-565 EXHIBIT V EXIli BIT "J" OPTIONS This Exhibit "3" consists of die followhig Schedules; Schedule 111•1" (Extension Opdon[s]); Schadute °J•E" (Additional Space Opdunfsj); and Schedule'7.3" (Oelerminn(Ion of FMRA) , all of which are incorporated herein by this reference. Notwithstanding anything to die contrary in drls Lease; (a) all of the rights and options of Twunl that are described In this Exlitbit "]" (collectively, the "Options") are and shall be personal to the Original Tenant, are not transferable and may only be exercised by rho Original Tenant (and not by any assignee, sublassee or other Transferee of Tenants interest in this Lease). and (b) the Extension Option and Right of First Offer may be exercised only on Ilia condition that, at the applicable time, the Original Tenant then occupies the entire Premises. In addition, notwithstanding anything to the contrary In his Lease, at the election of Landlord (in its sole unit absolute discretion); (1) 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 dils Lease or (B) Tenant has previously been in default under Oils Lease more than two tithes, Landlord may cancel Tenant's exercise of ilia Extension Option or the Right of First Offer with respect to the applicable Offered First RlghtSpace, as applicable, by delivery of written notice to Tenant. $01O'Ctrir Comer Or— 0a, n%Snore.Ane Leare .I Rxhibll s 80A-566 WAMOCINSi19 Selledulc Extension options I, grant or onion. Subject to all of the terms and conditions of Oils Schedule "J-1", in connection with Tenant's lease of die Premises., Tenant shall have two (2) options (each an "Extension option") to extend the tern of this Lease as to the entire Premises Oren 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 :!l "• The Extension "term shall commence upon the day immediately following the then scheduled Expiration Date, and shall be upon the some terms and conditions as are provided for in this Lease, as then amended, except that: (a) if Tenant falls to timely exercise Ore Extension option, the Extension option (and any other rights to extend or renew the Term) shall lapse end Tenant shall have no Rather right to extend the Tern or the Lease, (b) there shall be no further options to extend the Term pursuant to this Schedule "J•I" or otherwise following the second (2"a) Extension Term, (c) Tenant shall not be entitled to any credit against Rent or any other rent concession or rent allowance or abatement of Reut, except as specifically provided in the dernitlon of the FMRR, (d) the Base Rent for die Extension Term shall be as provided in Section 3 of this c ed do " L", and (a) the Base Year for the Extension Term shall bathe calendar year in which the Extension Term commences. 2 Exgrcl5p. An Extension option may be exercised only by Tenant g(ving 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, lfTenant does not deliver an Extension Notice to Landlord within the time period set forth above (time being of the essence), ten Tenant shall be deemed to have forever waived and relinquished die Extension option, and any other options or rights to renew or extend the Term effective after the then Expiration Date shall terminate. 3 Annual Bose Rent, The Base Rent payable for the Premises during an Extension Tonn (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 FM RR of the Premises as of the first day (an "Adjustment Date") ot'such Extension Term, and shall be determined as follows. 3.1 1 rTcnant duly exercises the Extension option, Landlord shall widrin thirty (30) days thereafter, deliver to Tenant a written notice (a "Mori(et Rent Notice") or Landlord's delenninutian of what Landlord then believes the FMRR (and Extension Term Base Rent) would be for the Premises during die Extension Term, 3.2 Within ten (10) days after Tenant's receipt ofaMarket Rent Notice, Tenant shall deliver to landlord written notice (a "'viorl,ci - Beat 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 Real) shall be as set forth In the Markel Rent Notice, or (b) to reject Landlord's determination of the FMRR (and Extension •fern Base Rent), in which case the HARK (avid Extension Term Base Rent) shall be determined in accordance with Schedule U-3". 3.3 If Tenant fails to deliver Tenant's Mmdcet Rent Response Notice within ten (10) days oiler its receipt of n Market Rent Notice (or rails in its Market Response Notice to expressly reject Landlord'sdetermination critic FMRR (and Extension Term Base. Rent) set forth in a Market Rent Notice), Tenant shall enneiusivciv be deemed to have accepted Landlord's detemnhimion of the FMRR (and Extension Term Base Rent) set forth in the Morlret Bent Notice. srll N'CiH¢Cunler fJr-Cia•njSnuw :.inn Leave .;. Exhibit 80A-567 EXHIBIT 1F Schedule 11,1.2" Right or First 0fro I ( Grant Subject to ail of the lemis and conditions oft], is Exllbh `9" Tenant shall have lice right (the "Right or First Offer") to elect to lease any portion 017010 First Right Space (defined below) drat becomes Available for Lease (defined below) at any time during the Tenn, The "First Right Space" means any space on life second (2,d) floor of the Building that is not within the Promises. A portion of (he First Right Space shall be "Available For Lease" if. (a) Landlord receives a Third Fatty Offer (defined below) with respect to such space, (b) suo(t space is vacant or is scheduled to become vacant within six (6) months, and (e) such space is not subject to any then existing expansion or renewal rights of oily type that is or are set forth in any lease affecting space In tine Project. "A Third Party Orlor" means any written offer or proposal for ire [Paso of all or any portion of the First Right Spnee that is delivered by Landlord to a third party, or that is received by Landlord 6om a third party, in either case, on temas that are acceptable to Landlord (excluding any such offers or proposals that either; (1) relate to any expansion or renowal rights that are set forth In any lease affecting space In the Project that exists as of die Effective Data or (ii) are for the renewal or extension orthe tern of die lease for any then existing tenant of the appI lenbhc portion of the First Right Space). Pl•ocadilre for Offer And Accentanee, 2,1 (first Offer Notice. Subject to die terms and conditions of this Schedule "J-21, if all or any portion of the First Right Space becomes Available for Lease, Landlord shall notify Tenant thereorin writing (Ole "First Offer Notice"). The First Offer Notice shall also: (a) describe (and state the Retoble Alva of) the portion of the First Right Space that is then Available for Lease (the "Offered First Right space,,), (b) We the date (the "Offered Space Scheduled Commencement Date") upon which Landlord then believes the Orfered first Right Space will be available for delivery to Tenant, (c) state Landlord's determination of die economic tames (including the Base Rent, Base Year, Improvement Allowance, abated Rent and other Rent Concessions dallied below) on which Landlord is willing to lease the Offered First Right Space to Tenant (die "Offered Terms'), and (d) state that ilia expiation or Tenanes lease of the First Right Space shall be coterminous with the lease for the Promises, provided that: (i) If there shall be less than five (5) years remaining in tie Ten as of the at the Offered Space Scheduled Commencement Date for any Offered First Right Space, the First Offer Notice shall slate that Tenant's exercise OF its Right of First Offer with respect to Snell 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 `%2" to lease oily portion of the First Right Space for which the Offered Space Scheduled Commencement Date will occur during the last five (5) years or the Term unless, (A) at such lime, Tenant shall have an unexercised Extension Option and (B) Tenant shall, in its Tenant's Acceptance Notice, exercise such Extension Option. 2.2 'L'ensat's Acceptance Notice. Tenant may exercise its right to lease tie Oftbred First Right Space identified fit my First Offer Notice only by delivering to landlord, not more thalh ten (10) business days after Laotllard's delivery or the applicable First Offer Notice, written notice ("TcuauFs Acceptance Nofi "') stating that Tenant accepts Landlord's rifler 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 orally First Offer Notice, time being of (lie essence; then subject to Section 2.3 below, Tenant's Right of First Offer shall no longer apply to the applicable Offered First,Right Specs mid, Landlord shall be free to tease the Offered First Right Space described in die First Offer Notice to third parties selected by Landlord of such rental rates and upon such terms as Landlord it, its sole discretion may desire. 23 I Audiar P2 Obl'"ation to l Off r, Notwithstanding die foregoing, before leasing any Offered First Right Space to ally other person or utility on economic terms that are mare then ten percent (10°%) more favorable (on an annualized net effective rent basis) that, die Offered Terms specified in the First Otter Notice, subject to all of the terms and conditions of this Schedule'12', Landlord most re -offer such Offered Fist Right Space to Tenant on tine more favorable economic terms by delivering another First Offer Notice with respect to suet space in nccordance with SIN211011 2 of this Schedule "1.2' and Tenant shall again have the right to elect to lease Such space by delivering a Tenant's ROM Acceptance Notice in accordance with Sepilot itl 12fb1 ortbis ScheduleI-2 "" provided that Tenant shall have only five (5) business days after reoeipt of tiny such First Offer Notice within which to deliver Its Tenant's Aecoptancc Notfae with respect to such Offered First (tight Space that is re -offered to Tenant in accordance with this Section 2. . Term• Reat; Other Terms. 3.1 If Tenant duly exercises its Right ol'I'h•st Offer lit accordance with (his Schedule "1.2' with respect to any OFlcmd First Right Space that is Identified in may First O1711, Notice (any such space "Leased First Right Spline"). then; (I') the lent ol'llic lease of such leased First Right Space shall commence upon the date (tile "Pis( Right Canrnenecmea Dole") that Landlord tenders to Tenant delivery of possession ofsuch Leased First Right Space, (b) the expiration of Tenant's lease of die Leased First Right Spree shall be coterminous with the termination of the Lease for the then existing Promises, (c) except as expressly provided to (he Contrary in this Schedule • 1.2' , the retraining tens or Tenant's leme orsueh Lenscd First Right Space shall be the Emilia and conditions of this Lease (provided that all provisions of the Lease which vnry based upon the Rentable Aran of the Premises shall be ndjusmd to rullect the uddhiao ofthe Lenscd First Right Space to the Premises) and (b) Londlonl and Tenunt shall reasonably promptly dwreuRer execute an amendment to this Lapse rorsi ch Leased First Right Space open Elie terns old conditions as sot Ibrth in III FlrsI Offer Notice, subject (o the provisions m,1111s Schedule ".1.2" 3.2 1'he monthly base rent payable by Tenant with respect to any Leased First Right Space (the "ROFO lien[') sit dI continence on Ibe upplicubfe First Right Con, rlien cmnlenl Date and shall be equal in the product ill': (a) the nuniher or Siloam, Ret at' Rentable Area comillned in such Leased First Right Space and (b) the FMRR ter such Lensed First ItighL Space. If In the uppIicnblo Acceptance Notice, Tenant expressly rejects Landlord's t1mmaiInalon of die FMRR (tin It ROFO Ran I) fir (he applicable LCIISCd First Right Space, (hen lie PMRit (and ROFO Rent) fur such Leased Fhsl Right Space shall he determined in accordance with Schedule •T 1 provided that if the FMRR (und 1i01'O Rena for tiny Loosed First Right Spnee shall not be dcicrmined us or First Right Cummalcanrem Dote. the pmrtics shall unities Landlord's Submitted FMRR (delined thelow) It) determine the ROrO limit for the applicable Loused First Right Space, und IfTemmt's fiuhnriucd FaiRR shall be ultinmrciy selected pursumu In 8sl 11+Cinre Cearer Dr—Cf(r n/'Sama Aao 4ense •1- Iish Nir 1 EXHIBIT 1F ScheduIa'4.3" Tenant shalt be given a credit Against ROFO Rent next due hereunder equal to the amount orafly overpayment. If Tenant If, lis, in the applicable Acceptance Notice, to expressly reject Landlord's determinatlon Arline FMRR (And ROFO Rent) set forth In die applicable First Offer Notice, then Tennnt 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 it) the applicable Fist Offer Notice, Notwithstanding Anything to the contrary herein. Tenant shut[ pay Additional Rent with respect to any Leased First Right Space in the same manner as for die Initial Premises, including, without limitation, in accurdunce with the provisions orScothm 4.2 of the Cease, 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 or Leaved First Right Sao eel Deliver- I mW21191421. 3.4.1 Landlord shall endeavor to deliver the Leased First Right Space to Tenant on or before the applicable Offered Space Scheduled Commencement Dale (as identified in the applicable First Offer Notice); provided, however, that if far 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 commerciellyreasonnble 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 TS" condition and slate of repair, and Landlord ohnll not be required to perform any work, supply any materials or incur any expense (including the granting of any ollewomm to Temmnt with respect thereto) to prepare any Leased First Right Space tar Tenant's occupancy; provided, however, that; (e) Landlord shall cause the Leased First Right Space to be demised prior to the date on which it is delivered to Tenant, aid (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 fins 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 fir such Leased First Right Space only) for die comanjolion or the initial Leasehold Improvements (if any) In such Leased First Right Space, and (B) Landlord may grain to Tenant on Improvement allowance to be used for costs that are incurred In connection with die construction of the initial Lessehold 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 e f tha Lease 801 If'Crtr Cemcr Pr —fill• nf3uon, Ana Lean •4� rishibil I 80A-569 EXHIBIT 1F Schedule uJ-3" Determining rMRR Forpurposes of determining ilia FMRR, the following procedure shall apply: I If Tenant duly exercises any Extension Option and duly rejects Landlmd's determination (in its Markel Rent Notice ordie FMRR for Ole Extension, then Landir'd and Tenant shall endeavor to agree upon the FMRR for die Extension Term on or before the Outside Agreement Date (detmad below), IrLandlorxl and Tenant are unable to agree upon the FMRR for the Extension Tenn on or before the OulSlde Agreement Date, then die FMRR for the Extension Term shall be dowmilued by arbitration pursuant to Section 2 orthis Schedule "J-3". The "Outside Agreement Date" means the dale Illal is ten (10) business days otter the date that Tenant notifies Landlord, in its Market Rent Response Notice that Tenant has rejected Landlord's initial delerrnfnat(on ofthe FMRR for die Extension Tern/, 2 IF Landlord and Tenant shall fail to agree upon the FMRR for die Extension Term on or before dia applicable Outside Agreement Date, then within ten (10) business days thereafter, elaoh of Landlord and Tenant shall submit to die other its final determfnaton of (lie FMRR for the Extension Term and such final determinations shall be submitted to arbitration (as Tenant's and Landlord's "Submitted FMRR," respectively) in aceordancewith the following: 2.1 Landlord and Tenant shall each appobitone arbitrator who shall by profession be a real estate broker who shall have been active In die leasing orthe Project and the Comparable Buildings over the five (5) year period ending on die date of such appointment. The detemiination of the abitratom shell be limited solely to the Issue no to whether Landlord's or Tenant's Submitted FMRR is the closest to Ina actual FMRR for the Extension Term, as determined by die arbitrators, taking Into account the requirements of this Schedule "1-3". 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 or the dale of the appointment of the second appointed arbitrator, agree upon and appoint a third arbitrator who shall be qualified under die some standard as described in Seglion 21 orthis Schedule "J-3" (with respect to appointment of the Initial two arbitrators). 23 The three arbitrators shall, within thirty (30) days ofthe appointment ofthe third arbitrator, reach a decision as to whether the parties shall use Landlord's or Tenant's Submitted Pb1RR and shell notify Landlord and Tenant thereof', provided that: (a) if either Landlord or Tenant falls to appoint an arbitrator within fifteen (15) business day period described In Section 2.1 of this Schedule 1-T then the arbitrator appointed by the other party shall solely reach a decision as to the FMRR for the Extension Tenn and notify Landlord and Tenant thereof within thirty (30) days fallowing expiration of such Man (15) business day period, and such arbitrator's decision shall be binding upon Landlord and Tenant, and (h) irthe two arbitrators fail to agree upon and appoint a third arbitrator, or both parties fail to appoint an arbitrator, then die appointment ul'the (hind arbitrator or any arbitrator shall be dismissed and the matter to be decided shall be promptly submitted to arbitration tinder die provisions ofthe American Arbitration Association (die °AAA'), butsubject to die instructions set forth in this Schedule'7.3". 2.4 The decision of tho mglority of the three nrbilmtors (cur in the case of a decision made under clause (a) or (b) of a t'o i 2.3 of this the deoisioth of ilne $ingle arbitrator or the arbitrators) appointed by the AAA) shall be binding upon Lmhdlord slid Tenant, shall he in writingaihd shall be nomappentable, and counterpart copies t har'eofshall bedclivered to Landlord and Tenant. Ajudgment orordcr based upon such award may be entered In any court of competentjm9sdiction. In rendering their decision and award, the arbitrators shall have tic power to vary, modify or amend any provision of th is Lease. 2.5 Landlord and Tenant shall each bear 50%of (he cost of the arbitration described in this Section 2 orthis Schedule'?-i" 8111 n/CNIe Cenuer Dr -CIO, nfSaula lua Lergv .5- G.ehibil.I 80A-570 WalNUM EXHIBIT Ilia EYEBROW SIGN I. Grant of Rights. In connection with Tenant's lease of the Premises, subject to all of the terms and conditions of this Exhibit "V Tenant shall have the non-exclusive right to cause Landlord to display signage (die "Eyebrow Sign") Identifying Tenant by its Business Name (defined below) on the Building in the location described in Section 2.1 orthis EslQit "W', All orihe Tenant's rights under this Exhibit " " are personal to the Orlg)noI Tenant and are not transferable in connection with any Transferor otherwise, "Business Name" means only "City of Santa Ana", or any olla rbusloess or trade name or Tenant thatnot an Objectionable Nome. "Objectionable Name" means any name that: (a) relates to an entity (list is ore character or reputation, or Is associated with a political orientation or factlon that is materially inconsistent with the quality or the Project, or which would otherwise reasonably offend nil institutional quality landlord ore building comparable to the Buildings in Downtown Santa Ann, taking into consideration the size and visibility of die Pylon Sign or (b) conflicts with any then Existing covenants In other leases of space in the Building or Project Lneationt Snoeilicatlons mod Permit , 211 Subject to Section 2.2 of this Ex_j lbIt'K below, The Eyebrow Sign shop be located oil the "eyebrow level" orthe Building (i,o„ just above the first floor of die Building) on a side of the Building reasonably designated by Landlord. The graphics, materials, color, design, faltering, 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, aft of Tennnt's rights under this Exhibit " " with respect to the Eyebrow Sign shall be subject to: (a) the receipt oraad 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 Sigh and (b) the continuing compliance of tlhe 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 Sigii shall be located on the side of the Building described in ScStiorl 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 Infomnntlon for) Landlord, the Building and/or Project or (it) such other nannes, business names, trade names or affiliate names representing such other teuenis orpaiyens, in either case, as Landlord shall determine in its sole and absolute discretion, 3 Cast hall Maintenance. The Eyebrow Sign shall be fnbriened 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 dre fabrication, instnliation, 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 teens of this Section 3 of this Ex ib{ "K" shall survive the expiration or earlier termination or this Lease. 4, Torimmnffont. Removal, 4,1 Notwithstanding any provision of this Lease to the contrary, by notice delivered to Tenant, Landlord rally, at its option, elect to Lenninnte Ell or Tenant's rights with respect to the Eyebrow Sign: (a) at oily throe that the Original Tenant (together with any Permitted State & County Tronsfercas In accordance with Section 11 12 above) is no larger leasing and occupying 20,000 RSP in the Building, (b) If this Lease is unsigned to any Person, er (c) If any Event of Default occurs. 4.2 Uper the expiration o• earlier termination or this Lease, or after termination oi'Tenant's rights with respect to the Eyebrow Sign as provided above, Landlord may, at Tenant's sole cost and expenso 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 plaeernentorsuch sign (subject to ordinary woar and tear). Tenant shall reimburse Landlord for all of its costs Incurred in connection diorasdth In accordance with Section 3 of this Exhibit "K" above. The terms of this Section 42 of this E,xhiblt "K" shall survive thcexpirntion or earlier termination orthis Lease. 941 II'G7rlc Cenaw or—Qy ofsman aan Lans': . i. Gsh!Wt K 80A-571 EXHIBIT 1F E\411 BIT "L" STATC REQUIREMENTS I, IF applicable, Landlord will provide a Seismie Certificate orApplicabIa Code in the form described in Schedule "L•I" with respect to seismic adequacy. 2. Landlord has provided the Acccssibllity Survey with Iespeet to the Premises nod Via path of travel fronn/to publlo tmasportatlon and public rights -all -way, parking and restroom areas attached hereto as 5chednle "L-2 Landlord will perform all work required to correct the conditions Identified in: (a) Fonn I (restriping ADA stalls); (b) Form 3A (Item 2) (install an Intercom system flint will alert dedicated Personnel to assist those In need from the public sidewalk); (c) Form 13 (modify elevator panels to provide minimum toe kick clenrance); and (d) Form 16 (update ilia 2"� floor reslrooms). The condition identified in fomt 8 (Stairs) will not be corrected, end is accepted by Tenant as an acceptable hardship, 3. Landlord will additionally provide a Verified 12epotd Form G following completion of construction 401 tp Clvir Cunrer I7r—Crry nfSnrUn,4un Lrare rxhibit K 80A-572 EXHIBIT 1F SOmdulL "Ld I, Roan ef9elsmic Certiltente of Applicoble Code (allachad) P18I)S a1121d.1751 _1. 80A-573 EXHIBIT 1F 14 November 2016 William Lee, Vice President Ocean West Capital Partners 315 W, Yh Street, Suite 808 Los Angeles, CA 90015 B3# 1610377 STRUCTURAL Subject: Seismic Certificate for California Department of General Service a CIvtL 801 Civic Center Drive S No IN us Az Dear Mr, Lee: Attadied please And the Seismic Certificate requested by California Department of General Service (DGS) for the 4 story building at 601 Civic Center Drive, Santa Ana, CA 92701, The building was constructed In about 1983. The certificate states that this building was designed to meet the 1976 or subsequent editions of the Uniform Building Code and does not have any one of the enumerated characteristics or conditions listed in the cerdflcata. The building has the condition of, Welded steel moment frames (WSMF) that constitute the primary seismic force -resisting system for the building, and the structure was designed to code requirements preceding those of the 1997 edition of the Uniform Building Cafe, However, the building has not: • experienced an earthquake of sufficient magnitude and site peak ground motions that Inspection Is required when any of Hie conditions of Section 3.2 of FEMA 352Indicate an Investigation of beam -column connections Is warranted The certificate does not require any analysis of the building or any comparison to the latest Building Cade. Any soft story, discontinuity or irregularity that may be present In the buliding may affect the performance of the building In the event of a large earthquake, Our professional services have been performed with the intent to meet the degree of care and sklli ordinarily exercised by reputable structural engineers practicing In this or similar localities. No other warranty, expressed or Implied, Is made as to the professional advice or opinions included In this report, If you have any questions regarding Information presented in this letter or the attached certificate, please feel free to contact us. Sincerely, BRANDOW &JOHNSTON, INC. Ryan 'shoff, S,E„ LEE D AP Princl I Attachment: Seismic Checklist Seismic Certificate G:\16\361e377 Ocean West Sol W Civic Cntr Santa Ana Seismic Cert\1610377 801 W Civic Center Seismic CertlFlcate letter,doc 18831 Von Karman Avenue Suite 240 Irvine CA 92612 Tel. (949) 862-0500 Fax (949) 955-0794 80A-574 EXHIBIT 1F Seismic Certificate of Applicable Code I am a State of California licensed structural engineer, civil engineer or architect and certify that the building located at; 801 Civic Center Drive, Santa Ana, CA 92701, was reviewed by me. This certification visa either prepared by me or the bulk of work was performed under my direct supervision, I have no ownership Interest In the subject property. A Certificate of Applicable Code may be provided If the entire building was constructed under a permit approved by the local Jurisdiction and was designed to meet one of the following requirements; ©1998 or subsequent editions of the California Building Code; or, X 1976 or subsequent editions of the Uniform Building Code And- the building does not have any one of the enumerated characteristics or conditions listed below: • Unrelnforced masonry elements, whether load -bearing or not; not Including brick veneer; • Precast, prestressed, arpost-tensloned structural or architectural elements, except piles; • Flexible diaphragm (e.g., plywood) -shear wall (masonry or concrete) structural system constructed pursuant to editions of the Uniform Building Code prior to the 1997 edition; • Apparent additions, alterations, or repairs to the structural system made without a building permit; • Constructed on a site with a slope with one or more stories ap rtlally below grade (taken as 50% or less) for a portion of their exterior; • Soft or weak story, Including wood frame structures with cripple wells, or is construction over first -story parking; • Seismic retrofit of the building, whether voluntary or mandated, whether partial or complete; • Repairs following an earthquake; • Welded steel moment frames (WSMF) that constitute the primary seismic farce -resisting system for the building, and the structure was designed to code requirements preceding those of the.1997 edition of the Uniform Building Code, and the building site has experienced an earthquake of sufficient magnitude and site peak ground motions that inspection is required when any of the conditions of Section 3,2 of FEMA 352 indicate an investigation of beam -column connections is warranted; • Visible signs of distress or deterioration of structural or non-structural systems, e.g., excessively cracked andlof spelling concrete walls or foundations, wood dry rot, etc. Documentation of the selected performance level evaluation will be retained by the preparer and shall be available to the State upon request. Name: Ryan Bishoff Firm; Brandow 8, ,Johnston, Inc. Telephone No: 949.862.8610 License No: SE 0250 License Expiration Date; 06130/17 For a building not qualifying under the above criteria; an Independent Review must be performed. HELPS Option 2 30 apnl 00 M/2016 e 80A-575 EXHIBIT 1F SEISMIC SCREENING CHECKLIST Reviewer Name Pro)a�f No'' Total Bldg. Sq• Ft. - Agehey -" Total Lease Sq. Ft., "' ' Hours of Use 1 Retrofit since 1976 No furlherscroening required if documentallon of retrofit Is provided. 2 A� Ty e, of Building & pe of Con-stru'ctlon TlltU Pre 1933 B 1933 to 1976 .,rRar Post 1976 Score Masonr 10 8 1 Reinforced Concrete 7 6 1 Wood Frame 3 2 1 Steel 7 3 1 1 3'.Height,0,Putidl(15'.ln'.NIories•,;'r'I;!.,;,;.;; Max, number of stories allowable for screening Is 6. Assign one point per story, I.e., 1 min., 6max. (1•e) 4 Assign polnts as Indicated for counties as grouped in a, b, & c below (a) 12 points In Los Angeles, West 1/3 of San Bernardlno, 12 Contra Costa, Riverside, Santa Clars, Alameda, Ventura, San Francisco, Morin (b) 9 points In Sonoma, Santa Barbara, San Melee, 9 9 Orange, San Diego, Inyo, San Luis Obispo, Napa, Kern, Monterey, Solano, Humboldt, Mendocino (c) 3 points to all other counties not listed above. 3 5,C66fiq6raEign•{V.ertfd'atf,r':='ri�a1 , NO § ®naEM �Rneu 51 tt1 . M" N I �n 5 8 7 90 7 'I 7 All other configurations 1 6 Configuration,(Plan View), 1 3 7 7 7 7 7 Visible Defects Subjsetive scoring: 10 points max. assignable for all defects observed. The following list Is of typloal things to look for. a Dry rot; look for water stains on calling tiles and walls, b Damaged foundations; look for large cracks and misalignment c Sagging or shifted beams; look for bowing in center, check for position (parallel) relative to other members d Tilted walls or columns a Corrosion of steel; look for rust, flaking, eto. Check for water stains, f Cracks greater than 1/6" in masonry or concrete g Check for any material that crumbles (wood, plaster, cone., etc) (1.10) TOTAL 26 Total score of 20 or above requires standard seismic certification. Copy 01 GHVnu UMtNIIBbetl,lu0.w9 80A-576 L:OMKI lloll SelwduIe"L-2" Acces,gihilify Survey (allaahedj da l 11'Cf vlr. Collet Or— Cl/1. afSaera aan l anm -I - Exlflbil K 80A-577 WO; 1L:R9M aNtaariBw"' Arne CUKw Cay, CA WY zIiP.Gi:r<it ' a alatbuB�nowar St,e¢I, Sulk irp F{II WA ER • Rl1111..� Asp%(AV t(141" 1VM Kmawn AAAni .,Stan Ise tN sIa.Aa26ip, u=iiaa ,s March Y0, 2017 g3a hli'aian ehe6r, rwh' ism awr Frand00, ogaAtts a I s.N B7!a Mr. W Illiam lee 405A US Balm I Sauk euu, too Vice President k,wxN6w10 cem aW+lt2fx; Ocean West 131 aa,taefdalroeC9aiFb,r 315 W. 9th Street, Suite 909 New Ye Tali. 00 Los Angeles, CA 90015 vrvnaR,ubaum RE: 801 W. Clale Center, Santa Ana-Accasslblity Checklist RESD Project Number; 142055 Dear Wllllani, Upon review of the accessibility checklist and survey of the site conditions, below is a summary ofour findings and recommendatlons for correct] ngthen on -compliant Items. In particular, remedlatlon work for 3 specific Items on the list would have significant Impacts an other aspects of the building. Such Impact is listed for your consideration. Parking (Form 1) Item 1 thru 4 o Restrtpe parking, relocate orrework parking surface Exterior Routes of Travel (Form 3A) o Item 1- Condition does not apply if accessible parking is relocated o Item 2-Alternate provlslon to provide an intercom system that will alert dedicated personnel to assist those In need Exterior Routes of Travel (Form 3B) Items 1 thru 2 o Condition does not apply if accessible parking is relocated i Curb Ramps (Form 4) Items 1 thrs 2 a Condition does not applylf accessible parking is relocated :1 Drinking Fountains (Form 5) o Drinking fountains are not required if tenant spaces have potable water access of occupants. -i Ramps (Form 7) o Condition does not apply if accessible parking is relocated .:: Stairs (Form 8) o Stair risers are G" hlgherthan code maximum, Remedlation would require the reconstruction of the stairwells. The California budding code has an explicit exception that would allow for such condition (115.210.1 Fxception:2) provided DGS accepts this as hardship. Building Entrances and Exits (Form 10) o Provide required signage and adjust door closer .10/ W01le Clearer Dr-Cfly n/'Sama kif, Leave Gxhihn k 80A-578 EXHIBIT 1F Doors and Gate$ (Form 11) o Rework as required 1 6levators(Form 13) o Panels In the elevator will be reworked to provide the minimum requlred toe clearance distance ::1 Toilet Facilities (Form 16) o Rework as required Slgnage (Form 19) o Provide signage as required Alarms (Form 29) o Rework fire extinguisher cabinet Sincerely, Dickson 01, AIA Project Manager Page12 1346803.4!1134. 17S1 •�' 80A-579 EXHIBIT 1F EXIIfBIT "NI" APPROVE I) GOVERNMENTAL ENTITIES Stele of Califoro la — Employment Development Department State of California —Department of Rehabilitation Counly o f Orange —Social Services Agency SER Jobs for Progress —Title V Grant; Privnta Non-Profil Rancho Smttiago Community College District. Santa Ana College Goodwill Industries Cornerstone/Job Corps N41O'CA&Ceeler Dr— CilPrr/'•firurtn.Ana Levee -k Lshibit R EXHIBIT 1F TABLE OF CONTENTS PgRe ARTICLE I - DEFINITIONS .......... ............... ............ ...... I ARTICLE 2 - LEASE OF PREMISES; COMMON AREAS; PARKING; SIGNS ................ .................. .......................................... 3 ARTICLE 3 - DELIVERY; COMMENCEMEN7-, TERM; SURRENDER; HOLDING OVER ............................................................4 ARTICLE 4 - RENT AND OTHER CHARGES ........ ................................................................................. ..........................................4 ARTICLES- TENANT'S TAXES ............................................................................................................................ 5 ........... ................ ARTICLE6. SECURITY DEPOSIT ...................................... .................... . ................................. : ........................................... 5 ARTICLE7 - USE OF PREMISES .................................. .................. —1.1 ... ..... ... ......... Is ARTICLE8 . UTILITIES AND SERVICES ................................................................................................ ".." ......... ........................ 6 ARTICLE 9 - MAINTENANCE AND REPAIRS .................. ............. .............. I ...... I ....................................................... .................... 6 ARTICLE10- ALTERATIONS ...................................... ................. I ..... 11 .... ........ I ................................................... 6 ARTICLE I I - ASSIGNMENT AND SUBLETTING .... ............................ ..................... ........................... .......... ......... 7 ARTICLE 12 - SUBORDINATION AND ATFORNM ENT; ESTOPPEL CERTIFICATES; FINANCIAL STATEM ENTS ................8 ARTICLE13. CASUALTY; TAKING ....... .................... .............................. ...... ........................................................................ a ARTICLE 14 - INDEMNIFICATION AND INSURANCE ................................................................. ....... I ....... ..... 9 ARTICLE 15 - EVENTS OF DEFAULT AN D REMEDIES ............ I .............................................. 11.1'......, ........ ................. 9 ARTICLE 16 - LANDLORD'S DEFAULT; LANDLORD'S LIABILITY ......................... .— .............................................................. 10 ARTICLE17- MISCELLANEOUS to ............................ .............. ............................ ........................ ..... ............................................... EX2HIBIT"A" Depiction of the Premises EXHIBIT'B" Notice of Lease Term Dates EXHIBIT"C" Work Letter Agreement EXHIBIT"D" Rules and Regulations EXITIBIT"E" Additional Rent EXHIBIT"F" Services and Utilities EXHIBIT"O" Insurance Rquimmens EXHIPIT"H" Remedies EXHIBIT"]" Form of Tenant Estoppel Ceilificale EXI-11BIT"J" Options EXRIRIT"K" Eycbrow Sign EXI-IlBrI—L' Suite Requiremems EXHIBIT"M" Approved Governmental Entities go I It' ch-le centdrD,rie, ofs(mra.41'a I,mw I-Lble 111TITUN* 80A-581 80A-582 EXHIBIT 2 CEO/SBUSSA-017.60 sSA/C1ty orSmtaAna SUBLEASE THIS IS A S1.1131.E.ASP AGREPMEN`C (hereinafter referred to as "Sublease") made 2019 ("Effective Date"), by and between the CITY OF SANTA ANA, a charter city and municipal corporation, organized and existing under the Constitution and laws of the State of California, (hereinafter referred to as "Sublessor") and the COUNTY OF ORANGE, apolitical subdivision of the State of California (hereinafter referred to as "County") without regard to number and gander. The Sublessor and County may individually be referred to herein as a ".Party," or collectively as the "Parties." RECITALS A. The Sublessor, as a lessee, entered into a lease agreement on October 7, 2017 ("Master Lease"), with CF SANTA ANA, LLC ("Owner"), for approximately Nineteen Thousand Three Hundred and Twenty-one (19,321) rentable square feet (RSF) of office space on the second floor of an office building located at 801 West Civic Center, Suite 200, in Santa Ana ("Sublessor's Premises"). B. The County, as a participant in the CalWORKs program and the One -Stop Center concept, proposes to sublease, within Sublessor's Premises, approximately Two Hundred Sixty -One (261) RSF of exclusive office space and approximately Nine Hundred Ninety Nine (999) RSF of non-exclusive office space, from Sublessor, which spaces may vary from time -to -time upon prior written approval of both Parties. C. Sublessor has provided appropriate notice to Owner and received consent to Sublease a portion of Sublessor's Premises, as described herein, to County pursuant to the Master Lease. NOW, THEREFORE, in consideration of these recitals and the mutual covenants and conditions contained herein, the Parties agree as follows: 1. DEFINITIONS (1.1 S) "Board of Supervisors" means the Board of Supervisors of the County of Orange, a political subdivision of the State of California. "Building" means the building commonly known as 801 Civic Center, Santa Ana, constituting a portion of the Premises. "Chief Real Estate Officer" means the Chief Real Estate Officer, County Executive Office, County of Orange, or upon written notice to Sublessor, such other entity as shall be designated by the County Executive Officer. "County Executive Officer" means the County Executive Officer, County Executive Office, County of Change, or designee, or upon written notice to Sublessor, such other person or entity as shall be designated by the Board of Supervisors. "Risk Manager" means the Risk Manager, County Executive Office, Risk Management, County of Orange, or designee, or upon written notice to Sublessor, such other person or entity as shall be designated by the County Executive Officer or the Board of Supervisors. ES: 9n0/18 Page 1 of 17 SUBLEASE 801 Civio Center ........1... 80A-583 ..... .... ..... EXHIBIT 2 "Social Services Agency or SSA" means the Social Services Agency, County of Orange, or designee, or upon written notice to Sublessor, such other person or entity as shall be designated by the County Executive Officer or the Board of Supervisors. "SSA Director" means the Director of Social Services Agency, County of Orange, or designee, or upon written notice to Sublessor, such other person or entity as shall be designated by the County Executive Officer or the Board of Supervisors. "SSA/Ilaeilitles Services Manager" means the Manager, Social Sei vices AgetAcy/Pacilities Services, County of Orange, or designee, or upon written notice to Sublessor, such other person or entity as shall be designated by the Director of the Social Services Agency. 2. PRE, MISES (1.2 S) Sublessor subleases to County that certain property hereinafter referred to as the "Premises;' described in Exhibit A and shown on Exhibit B, which exhibits are attached hereto and by reference made a part hereof, together with shared use of space in such areas as conference rooms, training rooms, kitchen/break rooms, and other unspecified areas, as well as non-exclusive, in -common use of elevators, stairways, washrooms, hallways, driveways for vehicle ingress and egress, pedestrian walkways, other facilities and common areas appurtenant to the Premises created by this Sublease, 3. USE (1.3 S) County shall use the Premises, duringnormal business hours of Monday through Friday from 6;00 a.m. to 6;00 p.m. (excluding City and County holidays) in accordance with the CaIWORKs program and the One -Stop Center concept or any other lawful purpose in accordance with these services. The normal business hours may be adjusted administratively, as necessary, upon mutual agreement of the Parties documented in a written notice executed by both Parties. County shall not use the Premises or any portion thereof for any illegal or unlawful purpose and will not cause or perittit a nuisance to be created or maintained.therein. 4. PARKING (1.4 S) Throughout the tern of the Sublease, County shall have the free and non-exclusive right to use two (2) parking spaces. Said parking spaces will not be reserved, but rather shall be available in any unreserved parking spaces in the parking structure shown on Exhibit B. Additionally, Sublessor will provide County's clients with validation for two (2) hours of free parking. in addition to said parking spaces, Sublessor shall also provide parking for disabled persons ("ADA Spaces") in accordance with the Americans with Disabilities Act, Section 7102 of the California Uniform Building Code and the applicable codes and/or ordinances relating to parking for disabled persons as established by the local jurisdiction in which the Premises is located where the provisions of such local codes and/or ordinances exceed or supersede the State requirements. 5. TERMINATION OF PRIOR AGREEMENTS (1.5 S) - intentionally omitted 6. TERM (1.6 S) This Sublease shall become effective upon the Effeotive Date written above and shall continue in effect for no more than five (5) years from the Effective Date or until terminated as provided in Clause 8 (OPTION TO TERMINATE SUBLEASE) of this Sublease. Bs: seats Page 2 of 17 SUBLEASE 801 civic Center 80A-584 EXHIBIT 2 7. OPTION TO EXTEND TERM (1.7 S) - intentionally omitted 8. OPTION TO TERMINATE SUBLEASE (1.8 S) Both Parties shall have the option to terminate this Sublease at any time upon giving the non -terminating Party written notice at least sixty (60) days prior to said termination date. If the Master Lease is terminated, Sublessor shall provide notice to County of said termination which will effectually temiluate lids Sublease. 9. RENT (1.9 N) County agrees to pay Sublessor as rent for the Promises the sum of Two Thousand Nine Hundred Seventy Eight and 951100 Dollars ($2,978.95) ("Rent") per month commencing the first day of the first full calendar month following the Effective Date ("Rent Commencement Date"). To obtain rent payments and payment of any amounts hereunder Sublessor (or Sublessor's designee) $ball submit to SSA/Faoilities Services Manager, in a form acceptable to said SSA/Facilities Services Manager, a written claim for said rent payments. Payment shall be due and payable within twenty (20) days after the later of the following: A. The first day of the month following the month earned; or B. Receipt of Sublessor's written claim by the SSA/Facilities Services Manager. Payment shall be due and payable within twenty (20) days after the first day of the month following the month earned. Should County occupy the Premises before the Effective Date and/or Rent Commencement Date, Sublessor shall be entitled to pro-rata rent for the period of occupancy and the amount of space occupied prior to the beginning of the Term based upon the monthly installment above. Said Rent shall be included in the rent payment for the first full month of the Sublease Term and shall be paid by County at the time of payment for said month. 10. RENT ADJUSTMENT 0.0 S) The monthly Rent payable by County for the Premises ("Rent') shall be automatically adjusted as follows: Months Monthly Rent Per Square Foot 13-24 $3,068.32 $2.44 25-36 $3,160.37 $2.51 3748 $3,255.18 $2.58 49-60 $3,352.84 $2.66 11. ADJUSTMENT FOR COST OF LESSOR SERVICES (2.0 SA) - intentionally omitted 12. RIGHT OF FIRST OFFER (2.2 S) - intendonally omitted ES: K0118 SUBLEASE Page 3 of 17 .........80A.585....... $01 Civic Canter EXHIBIT 2 13. CONSTRUCTION (2.3 S) - intentionally omitted 14. PAINTING BY SUBLESSOR (2.4 S) - intentionally omitted 15. CARPETING BY SUBLESSOR (2.5 S) - intentionally omitted 16. ALTERATIONS (2.6 S) - intentionally omitted 17. COUNTY -REQUESTED ALTERATIONS (2.7 S) — intentionally omitted 18. ORANGE COUNTY TELECOMMUNICATIONS NETWORK (2.8 S) Sublessor agrees that County may install, at County's sole cost and expense, telecommunication devices in, on, or around the Premises and Building in accordance with the relevant and applicable County telecommunications network plans and specifications. It shall be County's responsibility to obtain all governmental permits and/or approvals required for such installation; however, Sublessor shall reasonably cooperate with County as necessary or appropriate, to obtain said permits and/or approvals. Additionally, County or County subcontractor has the right to enter the Premises and/or Building to maintain, repair or replace the County telecommunications network consistent with said contract between County and service provider. County may, in its discretion, remove any cabling, conveyance systems or cabling conduit installed by County. When the Sublease is terminated, County reserves all rights to remove, in its discretion, any such telecommunication improvements from the Premises and/or Building. 19. REPAIR, MAINTENANCE, AND JANITORIAL SERVICES (2.9 N) Pursuant to the Master Lease, which is attached hereto and by this reference made a part hereof as Exhibit C, Sublessor and Owner have various responsibilities for repairs and maintenance to and within the Premises and common areas. ,Sublessor and Owner shall provide services, repairs and maintenance within the Premises at their own respective cost and expense (including, but not limited to the repair and maintenance of the HVAC system, plumbing, fire extinguishers, pest control) consistent with bit . Sublessor shall use its best efforts to cause Owner to provide the repairs and maintenance to the Premises required by the Master Lease. Provided, however, County shall repair any damage caused County negligence in its use of the Premises. ,Additionally, the Owner shall provide janitorial supplies and services to the Premises consistent with the Master Lease, bxhibit ', and Sublessor shall use its best efforts to cause Owner to provide said required janitorial supplies and services. In the event Sublessor's best efforts fail and Owner does not perform its repair, maintenance and/or janitorial obligations as set forth in the Master Lease and this Clause 19, upon thirty (30) days' notice by County to Sublessor, County may cause such repair, maintenance and/or janitotal obligations to be performed and deduct said cost from its next payment of Rent. 20. UTILITIES (5.2 N) Sublessor shall be responsible for and pay, prior to delinquency date, all charges for utilities supplied to the Premises. 21, BUILDING AND SAFETY REQUIREMENTS (3.18) BE: 9120119 Page 4 of 17 SUBLEASE $01 Civie Center EXHIBIT 2 During the Term of this Sublease, Sublessor, at Sublessor's sole cost, agrees to maintain the Premises in compliance with all applicable laws, rules, regulations, building codes, statutes, and orders as they are applicable on the date of this Sublease, and as they may be subsequently amended. Sublessor shall not be responsible for any violations resulting from alterations made by County or the placement of County's flurniture, fixtures or equipment by County. Sublessor shall use commeroially reasonable efforts to repair and maintain the Premises as a "safe place of eauployment," as defined hi the Califuriila Occupatioual Safety and Ilealth Act (Callfunila Labar Code, Division 5, Part 1, Chapter 3, beginning with Section 6400) and the Federal Occupational Safety and Health Act, where the provisions of such Act exceed, or supersede, the California Act, as the provisions of such Act are applicable on the date of this Sublease, and as they maybe subsequently amended. In the event Sublessor neglects, fails, or refuses to maintain said Premises as aforesaid, following thirty (30) days after written notice from County to Sublessor providing notice of such neglect or failure or refusal County may, notwithstanding any other termination provisions contained herein, thirty (30) days following a second written notice of such neglect or failure or refusal, terminate this Sublease with written notice to the Sublessor. 22. ASSIGNMENT AND SUBLETTING (3.2 S) - Intend gnarly omitted 23. INSURANCE (3.3 N) Sublessor shall comply with the insurance requirements in the Master Lease. Sublessor is required to maintain Business Personal Property insurance including tenant improvements with replacement cost valuation. Sublessor shall use its reasonable best efforts to require Owner to maintain the insurance required of Owner as above provided, County waives all right of subrogation against Owner or Sublessor. 24, INDEMNIFICATION (3.4 N) Sublessorhoreby agrees to indemnify, hold harmless, and defend County, its officers, agents, and employees, with counsel approved by County, against any and all claims, loss., demands, damages, cost, expenses or liability arising out of the ownership, maintenance, or use of the Premises, except for liability arising out of the negligence of County, its officers, agents, or employees, including the cost of defense of any lawsuit arising therefrom. County hereby agrees to indemnify, hold harmless, and defend Sublessor, its officers, agents, and employees, with counsel approved by Sublessor, against any and all claims, loss, demands, damages, cost, expenses or liability arising out of the maintenance or use of the Premises, except for liability arising out of the negligence of Sublessor, its officers, agents, or employees, including the cost of defense of any lawsuit arising therefrom. In the event Sublessor and County are named as co-defendants, each Party shall represent themselves and pay their own litigation costs, expenses and attorneys' fees. In the event judgment is entered against County and Sublessor because of the concurrent negligence of County and Sublessor, their officers, agents, or employees, an apportionment of liability to pay such judgment shall be made by a court of competent jurisdiction. Neither Party shall request a jury apportionment. 25. TAXES AND ASSESSMENTS (3.5 S) Es: Pao/I8 SUDWASE Page 5 of 17 80A-587 801 Civic Costar EXHIBIT 2 All taxes and assessments which become due and payable upon the Premises shall bo the full responsibility of Sublessor, and Sublessor shall cause said taxes and assessments to be paid prior to the due data. Should Sublessor fail to pay taxes and assessments due upon the Premises prior to the due date, County may pay such amount due and deduct the cost thereof from the rent thereafter payable, 26. TOXIC MATERIALS (3.6 S) County hereby warrants and represents that County will comply with all laws and regulations relating to the storage, use and disposal of hydrocarbon substances and hazardous, toxic or radioactive matter, including, but not limited to, those materials identified in Title 26 of the California Code of Regulations (collectively "Toxic Materials"). County shall be responsible for and shall indemnify and hold Sublessor, its officers, directors, employees, agents, and representatives, harmless from and against all claims, costs and liabilities, including attorneys' fees and costs arising out of or in connection with the storage, use, and disposal of Toxic Materials on the Premises by County. If the storage, use, and disposal of Toxic Materials on the Premises by County results in contamination or deterioration of water or soil resulting in a level of contamination greater than maximum allowable levels established by any governmental agency having jurisdiction over such contamination, County shall promptly take any and all action necessary to clean up such contamination. Likewise, Sublessor hereby warrants and represents that Sublessor has in the past and will hereafter comply with all laws and regulations relating to the storage, use and disposal of Toxic Materials. If the previous, current and fixture storage, use, and disposal of Toxic Materials on the Premises by Sublessor results in contamination or deterioration of water or soil resulting in a level of contamination greater than maximum allowable levels established by any governmental agency having jurisdiction over such contamination (and such violation does not arise out of any acts or omissions of County, its agents, employees or contractors), Sublessor shall promptly take any and all action necessary to clean up such contamination. Notwithstanding the above, no Toxic Materials shall be allowed on the Premises. 27. SUBORDINATION, ATTORNMENT AND NON -DISTURBANCE (3.7 S) - intentionally omitted 28. ESTOPPEL CERTIFICATE (3.8 S) - intendonalo omitted 29. DEFAULTS AND REMEDIES (3.9 S) C0_kU20fault. County shall be deemed in default of this Sublease if a) in the event of any monetary breach of this Sublease by County, Sublessor shall notify County in writing of such breach, and County shall have ten (10) days from such notice in which to cure said breach or b) in the event of any non -monetary breach of this Sublease, County fails within fifteen (15) days after receipt by County of wAtten notice specifying wherein such obligation of County has not been performed, provided however, that if the nature of County's obligation is such that more than fifteen (15) days after such notice are reasonably required for its performance, then County shall not be in breach of this Sublease if performance is commenced as soon as reasonably possible within such fifteen (IS) day period and thereafter diligently pursued to completion (each, a "County Default'). Sublessol default: Sublessor shall be deemed in breach of this Sublease if a) in the event of any monetary breach of this Sublease by Sublessor, County shall notify Sublessor in writing of such breach, and Sublessor shall have ten Es; 9,20/15 Page 6 of 17 SUBLEASE 80A-588 80`°"toCeuta i00:naM (10) days from such notice in which to cure said breach or b) in the event of any non -monetary breach of this Sublease, Sublessor fails within fifteen (15) days after receipt by Sublessor of written notice specifying wherein such obligation of Sublessor has not been performed; provided however, that if the nature of Sublessor's obligation is such that more than fifteen (15) days after such notice are reasonably required for its performance, then Sublessor shall not be in breach of this Sublease if performance is commenced as soon as reasonably possible within such fifteen (15) day period and thereafter diligently pursued to completion (each, a "Sublessor Defaull"'i- County Remedies: If the Sublessor Default is a result of a monetary breach by Sublessor in the payment of any amounts due hereunder, County may withhold such amount from the next scheduled Rent payment, County's remedies as the result of Sublessor Default for monetary or non -monetary breach shall be the right to damages, injunctive relief, and/or any other rights at law or equity, Sublessor )2emedies; If the County Default is a result of a monetarybreach by County in the payment of the Rent, pursuant to Clause 9 (RENT), Sublessor may declare all rent payments to the end of County's current fiscal year to be due, including any delinquent rent fi-Dm prior budget years. However, in no event shall Sublessor be entitled to a remedy of acceleration of the total rent payments due over the Term of this Sublease. Sublessor's remedies as the result of County Default for monetary or non -monetary breach shall be the right to damages, injunctive relief, and/or any other rights at law or equity. 30. DEBT LIMIT (4.0 S) Sublessor acknowledges and agrees that the obligation of the County to pay rent under this Sublease is contingent upon the availability of County funds which are appropriated or allocated by the County's Board of Supervisors for the payment of rent hereunder, In this regard, in the event that this Sublease is terminated due to an uncured default of the County hereunder, Sublessor may declare all rent payments to the end of County's current fiscal year to be due, including any delinquent rent from prior budget years. in no event shall Sublessor be entitled to a remedy of acceleration of the total rent payments due over the term of the Sublease. The Parties acknowledge and agree that the limitations set forth above are required by Article 16, section 18, of the California Constitution. Sublessor acknowledges and agrees that said Article 16, section 18, of the California Constitution supersedes any law, rule, regulation or statute, which conflicts with the provisions of this paragraph. Notwithstanding the foregoing, Sublessor may have other rights or civil remedies to seek relief due to the County's default under the Sublease. 371. LABOR CODE COMPLIANCE (4.1 S) — Intentionally omitted 32. RIGHT TO WORK AND MINIMUM WAGE LAWS (4.2 S) In accordance with the United States Immigration Reform and Control Act of 1986, Sublessor shall require its employees that directly or indirectly service the Premises or terms and conditions of this Sublease, in any manner whatsoever, to verify their identity and eligibility for employment in the United States. Pursuant to the United States of America Fair Labor Standard Act of 1938, as amended, and State of California Labor Code, Section 1178.5, Sublessor shall pay no less than the greater of the Federal or California Minimum Wage to all its employees that directly or indirectly service the Premises, in any manner whatsoever. Sublessor shall require and vetify that all its contractors or other persons servicing the Promises on behalf of the Sublessor also pay their employees no less than the greater of the Federal or California Minimum Wage. Es: 9,20/18 Page 7 of 17 SUBLEASE 80A-589 801CiW0CMtW EXHIBIT 2 Sublessor shall comply and verify that its contractors comply with all other Federal and State of California laws for minimum wage, overtime pay, record keeping, and child labor standards pursuant to the servicing of the Premises or terms and conditions of this Sublease, 33. COMMISSION (4.3 S) - intentionally omitted 34, COUNTY PROPERTY (4A S) All trade fixtures, merchandise, inventory, telecommunications equipment, supplemental air conditioning equipment and all personal property placed in or about the Premises by, at the direction of or with the consent (express or implied) of the County, its employees, agents, licensees or invitees, shall be at the sole risk of the County, and Sublessor shall not be liable for any loss of or damage to said property resulting from any cause whatsoever unless such loss or damage is the result of Sublessor's negligence or willful misconduct and not otherwise waived pursuant to Clause 35 (SUBLESSOR'S RIGHT OF ENTRY) below. Sublessor hereby waives any and all lien rights, whether statutory or common law or established pursuant to this Sublease, that Sublessor may have as "landlord" with respect to any and all goods, wares, equipment, fixtures, furniture, improvements and other personal property of County presently or which may hereafter be situated within the Premises, 35. SUBLESSOR'S RIGHT OF ENTRY (4.5 S) Upon reasonable advance verbal notice to County (except in an emergency, which shall mean immediate risk of injury to person or property where no notice shall be required, provided that Sublessor shall first call County) and in the presence of County, Sublessor, its agents, employees and contractors and any mortgagee of the Premises shall have the right to enter the Premises during regular business hours (a) to inspect the Premises; (b) to exhibit the Premises to prospective tenants during the last six (6) months of Term or any Option Term, as applicable, or any time County is in material default hereunder, or purchasers of the Premises; (c) for any purpose, which Subleasor shall deem necessary for the operation and mainteilance of the Premises; and (d) to abate any condition which constitutes a violation of any covenantor condition of this Sublease, 36. SIGN.AGE (4.6 S) County may only install and maintain any sign or display upon or in front of the Premises and/or Building upon the prior approval of Sublessor after submission of a written request for such sign, which shall include renderings of the size, content and location of such sign. Such signage shall comply with all applicable laws and zoning and site plan requirements, 37. SECURITY SERVICES (4.7 S) Sublessor shall provide security services for the Building, which security services shall be substantially similar to the security services provided in similar office buildings in the surrounding area where the Building is located and otherwise reasonably acceptable to County. In addition, during the Term (as the same may be extended), County may, at Its sole cost and expense, engage its own security personnel to provide security to the Premises and to County's employees, personnel, agents, licensees and/or invitees going to and from the Premises, Such security personnel shall be solely for the benefit of County and shall not be relied on by Sublessor. Without limiting the generality ofthe foregoing, notwithstanding anything to the contrary contained in this Sublease, if County elects to engage such security persorel, in no event shall County be directly or indirectly liable to Sublessor or any other person and Sublessor hereby waives any and all claims against and releases County, its employees, agents, licensees and invitees from any and all claims arising as a consequence of or related to the same, ES: 92048 Page 8 of 17 SUBLEASE $01 Civic Center 80A-590 EXHIBIT 2 38. AUTHORITY (4.8 S) The persons executing the SUBLEASE below on behalf of County or Sublessor warrant that they have the power and authority to bind County or Sublessor to this Sublease. 39. SUBLEASE ORGANIZATION (4.9 S) The various headings in this Sublease, the numbers thereof, and the organization of the Sublease into separate sections and paragraphs are for purposes of convenience only and shall not be considered otherwise. 40, SUCCESSORS IN INTEREST (5.0 S) Unless otherwise provided in this Sublease, the terms, covenants, and conditions contained herein shall apply to and bind the heirs, successors, executors, administrators, and assigns of all the Parties hereto, all of whom shall be jointly and severally liable hereunder. 41. DESTRUCTION OF OR DAMAGE TO PREMISES (5.1 S) In the event that the Premises are damaged or destroyed and either (a) the Master Lease is terminated in accordance with its provisions, or (b) the cost of restoring the Premises is more than One Hundred Thousand Dollars ($100,000), either Party may terminate this Sublease at its option. 42. AMENDMENT (5.2 S) This Sublease sets forth the entire agreement between Sublessor and County and any modification must be in the form of a written amendment. If any terra, covenant, condition, or provision of this Sublease is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions hereof shall remain in full force and effect and shall in no way be affected, impaired, or invalidated thereby. 44. CIRCUMSTANCES WHICH EXCUSE PERFORMANCE (5A S) If either Party hereto shall be delayed or prevented from the performance of any act required hereunder by reason of Force Majoure as defined below in Clause 57 (FORCE MAJEURE), performance of such act shall be excused for the period of the delay; and the period for the performance of any such act shall be extended for a period equivalent to the period of such delay. Financial inability shall not be considered a circumstance excusing performance under this Sublease, 45. STATE AUDIT (5.5 S) Pursuant to and in accordance with Section 8546.7 of the California Government Code, in the event that this Sublease involves expenditures and/or potential expenditures of State funds aggregating in excess of ton thousand dollars ($10,000), Sublessor shall be subject to the examination and audit of the Auditor General of the State of California for a period of three years after final payment by County to Sublessor under this Sublease. The examination and audit shall be confined to those matters connected with the performance of the contract, including, but not limited to, the costs of administering the contract. as: 9/2e118 Page 9 of 17 suaranss 80A-591 801 Civic cemnr EXHIBIT 2 46. WAIVER OF RIGHTS (5.6 S) The failure of Sublessor or County to insist upon strict performance of any of the terms, conditions, and covenants in this Sublease shall not be deemed a waiver of any right or remedy that Sublessor or County may have, and shall not be deemed a waiver of any right or remedy for a subsequent breach or default of the terns, conditions, and covenants herein contained. 47, HOLDING OVER (5.7 S) In the event County shall continue in possession of the Premises after the term of this Sublease, such possession shall not be considered a renewal of this Sublease but a tenancy from month to month and shall be governed by the conditions and covenants contained in this Sublease, In no event shall the County hold over beyond the term of the Master Lease, which currently is set to expire in June 30, 2023, but could be extended. 48. HAZARDOUS MATERIALS (5.8 S) Sublessor warrants that, to the best of Sublessor's knowledge, the Premises is free and clear of all hazardous materials or substances in violation of applicable laws. 49. EARTHQUAKE SAFETY (5.9 S) Sublessor hereby confirms that to the best of Sublessor's knowledge, the Premises was in compliance with all applicable seismic safety regulations and building codes at the time of construction. 50. QUIET ENJOYMENT (6.0 S) Sublessor agrees that, subject to the terms, covenants and conditions of this Sublease, County may, upon observing and complying with all terms, covenants and conditions of this Sublease, peaceably and quietly occupy the Premises. 51. ADMINISTRATIVE COSTS (6.18) - intentionally ondued 52. WAIVER OF JURY TRIAL (6.2 S) - Intentionally omitted $3. GOVERNING LAW AND VENUE (6.3 S) This agreement has been negotiated and executed in the State of California and shall be governed by and construed under the laws of the State of California, In the event of any legal action to enforce or interpret this agreement, the sole and exclusive venue shall be a court of competent jurisdiction located in Orange County, California, and the Parties hereto agree to and do hereby submit to the jurisdiction of such court, notwithstanding Code of Civil Procedure section 394, $5. TIME (6.4 S) Time is of the essence of this Sublease. 56. INSPECTION OF PREMISES BY A CERTIFIED ACCESS SPECIALIST (6.5 S) In accordance with California Civil Code 1935(e), "A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject promises comply with all of the applicable construction - related accessibility standards under state law, Although state law does not require a CASp inspection of the Es: MGM Page 10 of 17 SUBLEASE 80A-592 801 C1v1e Center EXHIBIT 2 subject premises, the commercial property owner or Sublessor 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 malting any repairs necessary to correct violations of construction -related accessibility standards within the premises." Puasua nt to Califotida Civil Code 1938, Sublessor hereby represents that tho Premisos has not undergone an inspection by a certified access specialist and no representations are made with respect to compliance with accessibility standards. However, if it is determined that a violation of handicapped access laws (including the Americans with Disabilities Act) existed at the Premises as of the Commencement Date, Sublessor shall correct such non-compliance at Sublessor's cost. 57. FORCE MA,IEURE (6.6 S) For purposes of this Sublease, the term "E+orceMajoure" means any ofthe following events which are beyond the control of either Party: act of God, unavailability of equipment or materials (but only if such equipment and materials were ordered in a timely fashion), enemy or terrorist act, act of war, riot or civil commotion, strike, lockout or other labor disturbance, fire, earthquake, explosion, governmental delays (including nonstandard delays in issuance of any permit or other necessary governmental approval or the scheduling of any inspections or tests), nonstandard delays by third party utility providers, or any other matter of any kind or character beyond the reasonable control of the Party delayed or failing to perform under this Sublease despite such Party's best efforts to fulfill the obligation. "Best Efforts" includes anticipating any potential force majeure event and addressing the effects of any such event (a) as it is occurring and (b) after it has occurred, to prevent or minimize any resulting delay to the greatest extent possible. Force Majeure shall not include inability to obtain financing or other lack of funds. Sublessor and County shall be excused for the period of any delay in the performance of any obligation hereunder when such delay is occasioned by causes beyond its control. 58, CONDEMNATION (6.7 S) If the Premises or any portion thereof are taken under the power of eminent domain or sold under the threat of the exercise of said power (collectively, "Condemnation"), this Sublease shall terminate as to the part taken as of the date the condemning authority takes title or possession, whichever first occurs. If all or a material portion of the rentable area of the Premises are taken by Condemnation, County may, at County's option, to be exercised in writing within ten (10) days after Sublessor shall have given County written notice of such taking (or in the absence of such notice, within ten (10) days after the condemning authority shall have taken possession) terminate this Sublease as of the date the condemning authority takes such possession. Sublessor shall also have the right to terminate this Sublease if there is a taking by Condemnation of any portion of the Building or property which would have a material adverse effect on Sublessor's ability to profitably operate the remainder of the Building. If neither Party terminates this Sublease in accordance with the foregoing, this Sublease shall remain in full force and effect as to the portion of the Promises remaining, except that the rent shall be reduced in proportion to the reduction in utility of the Premises caused by such Condemnation. Condemnation awards and/or payments shall be the property of Sublessor, whether such award shall be made as compensation for diminution in value of the Subleasehold, the value of the part taken or for severance damages. County hereby waives any and all rights it might otherwise have pursuant to Section 1265.130 of the California Code of Civil Procedure, or any similar or successor Laws. 59. CONSENT OR APPROVAL (6.8 S) ns! 9/20n8 Page 11 of 17 SUBLEASE eat civic center 80A-593 EXHIBIT 2 Unless expressly stated otherwise, where the consent or approval of a Party is required, such consent or approval will not be unreasonably withheld, conditioned or delayed. 60. UNENFORCEABLE PROVISIONS (6.9 S) Ifanyparagraph or clause hereof shall be determined illegal, invalid orunenforceable, it is the express intention of the Parties hereto that the remainder of the Sublease shall not be affected thereby, and it is also the express intentions of the Parties hereto that in lieu of each paragraph or clause of this Sublease which may be determined to be illegal, invalid or unenforceable, there may be added as a part of this Sublease a paragraph or clause as similar in terms to such illegal or invalid or unenforceable paragraph or clause as may be possible and maybe legal, valid and enforceable, 61. AUTHORITY (4.4 SA) The persons executing the Lease below on behalf of County or Sublessor warrant that they have the power and authority to bind County or Sublessor to this Sublease. 62. NOTICES (7.0 s) All written notices pursuant to this Sublease shall be addressed as set forth below or as either Party may hereafter designate by written notice and shall be deemed delivered upon personal delivery, delivery by facsimile machine, or seventy-two (72) hours after deposit in the United States Mail. Notwithstanding the above, notices may also be provided by personal delivery, by regular trail, or by electronic mail and any such notice so given shall be deemed to have been given upon receipt. TO: Sublessor City of Santa Ana 801 West Civic Center, Suite 200 Santa Ana, CA 92702 Attn.: Deborah Sanchez With a copy to: City Attorney's Office City of Santa Ana 20 Civic Center Plaza, M-29 Santa Ana, CA 92702 63. ATTACHMENTS (7.0 S) TO: Conr County of Orange Social Services Agency 500 N. State College Boulevard, 6th Floor Orange, CA 92868 Phone: (714) 541-7712 Attn: Director, Administrative Services With a copy to: County Executive Office 333 W. Santa Ana Boulevard, 3rd Floor Santa Ana, CA 92701 Phone: (714) 834.3046 Attention: Chief Real Estate Officer This Sublease includes the following, which are attached hereto and trade a part hereof`, I. EXHIBITS Es: M/18 suaransE Page 12 of 17 80A-594 801 C1* Cwtor EXHIBIT 2 A. Description - Premises B. Plot Plan — Promises C. Master Lease E& annss Page 13 o£17 80A-595 e"`er sus eoia�c EXHIBIT 2 IN WITNESS WHEREOF, the Parties have executed this Agreement the day and year first above written. APPROVED AS TO FORM: OFFICE OF COUNTY COUNSEL ORANGE COUNTY, CALIFORNIA y1V4'A — (: By........ .- lJ Deputy Date `f `/d -�j RECOMMENDED FOR APPROVAL: Social Services Agency t BY: . , _ (. \ A-3 Carol Wiseman, ief eputy Director County Executive Office BY: Thomas A. Miller, Chief Real Estate Officer County Executive Office For GC § 25350.51, Resolution No. 17-003 of the Board of Supervisors BY: _ Steven M ler, A nail 'sirative Manager County. Executive Of ce Real Estate Services ES; 9/20118 SUBLEASE City of Santa Ana Attest: NORMA MITRE Acting Clerk of the Council Kristine Ridge, City Manager RECOMMENDED FOR APPROVAL: STEVEN A. MENDOZA Executive Director Community Development Agency Page 14 of 17 8010via Canter 80A-596 EXHIBIT 2 EXkIIDIT A PROJECTNO: CEO/LSA/SSA-018-054 DATE: 9/20/18 PROJECT: 801 Civic Center, SautaAria—Family Self Suf oiency WRITTL+N BY: ES All the Premises referred to and shown as crosshatched on a plot plan marked Exhibit B, attached hereto and made a part hereof, being approximately One Thousand Two Hundred Sixty (1,260) rentable square feet in a four (4) story building located at 801 West Civic Center, Suite 200, in the City of Santa Ana, County of Orange, State of California, together with appurtenant right to use common areas located thereon, and in common with others the non-exclusive right to use any unreserved parking spaces in the parking structure located at the southwest confer of the property shown on Exhibit B, ES: 9/20/18 SUBLEASE Page 15 of 17 801 Civic Cantor 80A-597 AMM F.-JIM 801 West Civic Center Drive Old Courthouse'Museurn Esports Are V. Sublease Area; Room 222 and Room 230 ES: MOM Page 16 of 17 WOLEASH 80A-598 galvivloc'.Ontow EXHIBIT 2 Rs: 90118 SUBMASH MIDIT C Page 17 of 17 801 Civic Center 80A-599 ,:1 N .11 EXHIBIT 3 STATE OF CALIFORNIA STANDARD SUBLEASE FORM SUBLEASE COVERING PREMISES LOCATED AT 801 W. Civic Center Drive ant Ana CA 92701 SUBLESSOR'S FED. TAX I.D. NO. OR SOCIAL SECURITY NO. 95.6000785 SUBTENANT AGENCY Employrnot D vela meat D artment DEPARTMENT OF GENERAL SERVICES REAL ESTATE SERVICES DIVISION Lease File No.: 6976401 Project No.: 142056 Preamble This Agreement, made and entered into this 29th day of April, 2019, is a Sublease of that certain Lease Agreement (the "Master Lease") dated October 7, 2017 between CF Santa Ana LLC< a Delaware limited liability company as Lessor (the "Master Lessor") and The City of Santa Aria, a charter city and municipal corporation as Lessee. This Sublease agreement is between THE CITY OF SANTA ANA, A CHARTER CITY AND MUNICIPAL CORPORATION hereinafter called the Sublessor, without distinction as to number or gender, and the State of California, acting by and through the Director of the Department of General Services, hereinafter called the State; WITNESSETH WHEREAS, under the Master Lease, Sublessor hires from Master Lessor certain premises located at 801 W. Civic Center Drive, Sancta Ana, California as more particularly described in the Master Lease, and WHEREAS, a copy of the Master Lease is attached hereto, incorporated herein as Exhibit "D" Dated March 19, 2019 and made a part of this sublease by this reference; mid WHEREAS, the Master Lease provides that Sublessor shall have the right to sublet: any portion of the Master Leased Premises; and Sublessor has obtained necessary consent from the Master Lessor; and WHEREAS, the City of Santa Ana and the State of California's Employment Development Department (EDD) desire to consolidate certain of their operations at a facility currently under Master Lease to the Sublessor; NOW, THEREFORE, it is mutually agreed between the parties as follows: Description 1. The Sublessor hereby subleases unto the State and the State hereby hires from the Sublessor those certain premises with appurtenances situated in the City of Santa Ana, County of Orange, State of California, and more particularly described as follows; Approximately 8,177 net usable square feet of office space on the second floor (consisting of 7,035 net usable square feet of shared space as outlined in green and 1,142 net usable square feet of exclusive space as outlined in red on the attached Exhibit "A" plan, together with Outline Specifications marked Exhibit "B" and Administrative Requirements marked Exhibit "C", said Exhibits "A" and "E" and "C", Project No. 142056 dated March 19, 2019, hereby being incorporated into this sublease, and including thirty six (36) nonexclusive unobstructed parking spaces, twenty one (21) of which shall be available utilizing an access control card system, contiguous to the subject building, and unlimited use of the building's common facilities, Exhibits B and C shall only be applicable for any future tenant improvements or rehabilitation work completed at the site after die date of execution of this Agreement. Term 2, The term of this sublease shall commence on October 1, 2018, and shall end on June 30, 2023, with such rights of termination as may be hereinafter expressly set forth, 80A-601 Page - 1 "EDD Standard Sublease" — (Rev4/19) EXHIBIT 3 Early 3. The State may terminate this sublease at any time effective on or after kme 30, 2021, by giving written notice Termination to the Sublessor at least sixty (60) days prior to the date when such termination shall become effective. If the State fails to complete its move out within the notice period and remains in the premises, additional rent shall be paid and prorated on a thirty (30) day month, based on the actual number of days the State occupies the promises following the effective date of termination. Rent 4. Rental payments shall be paid by the State, from legally available funds and subject to the California Constitution, in arrears on the last day of each month during said term as follows: Base Rent: $17,989.40 Operating Costs; $676.40 Total: $18,665.80 EIGHTEEN THOUSAND SIX HUNDRED SIXTY-FIVE AND 80/100 DOLLARS ($18,665.80) from October 1, 2018, through June 30, 2019; then Base Rent; $18,529.08 Operating Costs: $696.70 Total: $19,225.78 NINETEEN THOUSAND TWO HUNDRED TWENTY-FIVE AND 78/100 DOLLARS ($19,225.78) from July 1, 2019, through June 30, 2020; then Base Rent: $19,084.95 Operating Costs: $717.60 Total: $19,802.55 NINETEEN THOUSAND EIGHT HUNDRED TWO AND 55/100 DOLLARS ($19,802.55) from July 1, 2020, through June 30, 2021; then Base Rent: $19,657,50 Operating Costs: $739.13 Total: $20,396.63 TWENTY THOUSAND THREE HUNDRED NINETY-SIX AND 631100 DOLLARS ($20,396.63) from July 1, 2021, through June 30, 2022; then Base Rent: $20,247,23 Operating Costs: $761.29 Total: $21,008.52 TWENTY-ONE THOUSAND EIGHT AND 52/100 DOLLARS ($21,008,52) from July 1, 2022, through June 30, 2023; and thereafter. Rental payable hereunder for any period of time less than one month shall be determined by prorating the monthly rental herein specified based on the actual number of days in the month, Rental shall be paid to Sublessor at (headdress specified in Paragraph 5 or to such other address as the Sublessor may designate by a notice in writing. If the premises are not complete pursuant to Paragraph 6 by the date shown in Paragraph 2, it is understood and agreed by and between the parties that, at the State's sole option, the dates shown in Paragraphs 2 and 3 and the dates and dollar amounts shown in Paragraph 4 may be adjusted to the first of the month following the State's acceptance of the completed premises, such acceptance shall not unreasonably be withheld. If the State exercises this option, it is agreed the State will complete unilaterally an amendment to the sublease to revise the herein above stated dates. Any accrued rents for the period of time prior to the unilaterally adjusted commencement date will be paid in accordance with Paragraph 8. Additionally, It is understood and agreed between the parties that, at the State's option, the dates shown In the "CPI Escalator Operating Expenses" paragraph, if incorporated herein, shall be adjusted to reflect the time delay between sublease commencement and the first of the month following the actual acceptance date. Notices 5, All notices and correspondence herein provided to be given, or which may be given by either party to the other, shall be deemed to have been fully given when made in writing and either: 1) deposited in the United States Mail, certlfled and postage prepaid; or 2) sent via an alternate commercial overnight delivery service (i.e. Fedhx or similar) with receiver's signature required; and addressed as follows; Page - 2 "EDD Standard Sublease" — (Rev-4/19) EXHIBIT 3 To the Sublessor Citv of Santa Ana Deborah Sanchez 801 W. Civic Center Drive Suite 200 Santa Ana CA 92701 Phone No (714) 565.2621 FAX No. (714) 565.2602 Email: dsanchez(a),,santa-anaore To the State: DEPARTMENT OF GENERAL SERVICES, Phone No. (916) 375-4172 REAL ESTATE SERVICES DIVISION FAX No. (916) 375.4029 LEASE MANAGEMENT D 6976-001 Email: leasomanagenaeut@dgs.ca.gov 707 THIRD STREET, SUITE 5.305 WEST SACRAMENTO, CA 95605 ALL NOTICES AND CORRESPONDENCE MUST REFERENCE, TENANT AGENCY AND PREMISES ADDRESS Rental warrants shall be made payable to: City of Santn Ana and mailed to: City of Suite Ana Finance Management Services Agency Treasury Division, M-13.20 Civic Center Plaza Santa Ana, CA 92702-1964 Nothing herein contained shall preclude the giving of any such written notice by personal service. The address to which notices and correspondence shall be mailed to either party may be changed by giving written notice to the other party. Completion and 6. Sublessor agrees that, prior to October 1, 2018, and at Sublessor's sole cost and expense, all required Compliance with construction, improvements and/or alterations, if any, shall be completed and the subleased premises made ready for Plans and State's occupancy in hall compliance with Exhibit "A", consisting of one 1 shoot titled, "Office Quarters, Project No. Specifications 142056" dated March 19, 2019, and in accordance with Exhibit "B", consisting of thirty-two (321 pages, titled, "Outline Specifications, Project No. 142056" dated March 19, 2019, and Exhibit "C" consisting of fifteen (15) pages titled, "Administrative Requirements Project No, 142056" dated March 19, 2019, which Exhibits "A" and "B" and "C" are by this reference incorporated herein. Time limit and 9. No rental shall accrue under this sublease, nor shall the State have any obligation to perform the covenants or Prior Tenancy observe the conditions herein contained until the subleased premises have been made ready for occupancy in accordance with the provisions hereof. Conformity to 10, Occupancy of the subleased premises by the State shall not relieve Sublessor in any respect from full Exhibits compliance at all times with aforesaid Exhibits "A" and "B" and "C". It is further understood and agreed that any installation not in conformity with said Exhibits "A" and "B" and "C" shall be immediately corrected by the Sublessor at Sublessot's sole cost and expense. In the event Sublessor shall, after receiving notice in writing from the State requiring the Sublessor to comply with the requiretrrents of this paragraph in regard to a specified condition, fail, refuse or neglect to remedy such condition, State may terminate this sublease without further obligation, or as to such specified condition, at its option and in addition to any other remedy the State may have, withhold rent due and bring the subleased premises into conformity with said Exhibits at its own cost including Studs Administrative costs, if any, and deduct the amount thereof from the rent that may then be or thereafter become due hereunder. Asbestos Page - 3 "EDD Standard Sublease" — (Rev-4/19) 80A-603 EXHIBIT 3 11. Sublessor hereby warrants and guarantees that the space subleased to the State will be operated and maintained free ofhazard from Asbestos Containing Materials (ACM) and agrees to the conditions for survey, testing, and abatement of ACM described in Exhibit "B" as applicable. Sublessor specifically agrees that, in the event the State elects to exercise its rights under the provisions of Paragraph 16 of this sublease, any costs related to abatement or hazard from asbestos shall be the Sublessor's responsibility as described in the aforementioned Exhibit "13" Parldng 12. Parking spaces will be arranged and maintained so as to provide unobstructed access to each parking space at any time. State and its invitees shall have equal access to common spaces provided to all tenants on a first -come, first - served basis. Services, Utilities, 13, Sublessor, at Sublessor's sole cost and expense, during the term of this sublease shall furnish the following and Supplies services, utilities, and supplies to the area subleased by the State, and also to the "common" building areas such as lobbies, elevators, stairways, corridors, etc., which State shares with other tenants: A. Sewer, trash disposal, and water service, including both hot and cold water to the lavatories except lavatories in Employment Development Department public toilet rooms in lobby areas which need only cold water. B. Elevator (if any) service. C. Electricity and/or gas as necessary to provide power for heating, ventilating, and air conditioning, and electrical or gas service as needed for State's operations. D. Janitorial services sufficient to maintain the interior in a clean well -maintained condition; that is, to eliminate all visible dust, dirt, litter, grime, stains, amours, finger marks, etc., to the greatest practical degree possible, by performing at least the following: Daily: (1) Empty and clean all trash containers, and dispose of all trash and rubbish. (2) Clean and maintain in a sanitary and odor -free condition all floors, wash mirrors, basins, toilet bowls, and urinals. (3) Furnish and replenish all toilet room supplies (including soap, towels, seat covers, toilet tissue, and sanitary napkins). Furnish and roplenish paper towel supply in all areas of the subleased space. (4) Sweep or dust mop all hard surface floors, and carpet sweep all carpeted areas, including stairways and halls. Offices with hard surface floors in the public lobby area shall be damp -mopped daily. (5) Remove finger marks and smudges from all glass entrance doors. (6) Specifically check, and if action is needed, then: a. Dust the tops of all furniture, counters, cabinets, and window sills, (which are free of interfering objects). b. Remove spots and/or spills from the carpets, floors, and stairways. As needed, but not less frequently than: Twice Weekly: Vacuum all carpets. Weekly: (1) Damp mop all hard surface floors. (2) Dust all window blinds. (3) Treat stainless steel fountains and sinks to eliminate stains and mineral deposits. (4) Spot clean the walls. Quarterly: (1) Strip all hard surface floors and apply anew coat of floor finish; buff as necessary to produce a uniformly shining appearance. (2) Treat carpets for static electricity control (if not integrated in the fabric). Page - 4 "EDD Standard Sublease'— (Rev-4/19) Li II M • IIE 0:/:ININI c? Sand -annually: Wash all windows, window blinds, light fixtures, walls, and pointed surfaces. Annually: (1) Steam clean carpets to remove all stains and spots. (2) Clean window coverings. In the event of failure by the Sublessor to furnish any of the above services or supplies in a satisfactory manner, the State may furnish the same at its own cost; and, in addition to any other remedy the State may have, may deduct the amount thereof, including State's Administrative costs, from the rent that may then be, or thereafter become due hereunder. Repair and 14. A. During the sublease term, the Sublessor shall maintain the subleased promises in good repair and tenantable Maintenance condition, so as to minimize breakdowns and loss of the State's use of the premises caused by deferred or inadequate maintenance, including, but not limited to: (1) Generally maintaining the subleased premises in good, vermin -free, operating condition and appearance. (2) Furnishing prompt, good quality repair of the building, equipment, and appurtenances, (3) Furnishing preventative maintenance, including, but not limited to, manufacturer's recommended servicing of equipment such as elevator (if any), heating, ventilating and air conditioning equipment, and fixtures. (5) Furnishing and promptly replacing any inoperative light bulbs, fluorescent tubes, ballast, starters, and filters for the heating, ventilating and air conditioning equipment as required. (b) Furnishing remedial painting as necessary to maintain the premises in a neat, clean and orderly condition, (7) Annual testing and maintenance of all fire extinguishers in or adjacent to the subleased premises, (9) Repairing and replacing as necessary intra-building network cable and inside wire cable used for voice and data transmission. (9) Repairing and replacing parking lot bumpers and paving as necessary. Repaint directional arrows, . striping, etc., as necessary. (10) On a weekly basis, sweeping parking areas and sidewalks, maintaining landscaped areas, including sprinklers, drainage, etc., in a -growing, litter -free, weed free, and neatly mowed andlor trimmed condition. (11) Repairing and replacing floor covering as necessary. Sublessor, at Sublessor's sole cost, shall arrange for moving of furniture and equipment prior and subsequent to the repairing or replacement of floor covering. (12) Keeping all walkways, parking lots, entrances, and auxiliary areas free of snow, water, oil spills, debris, or other materials which may be hazardous to users of the building. B. Sublessor shall provide prompt repair or correction for any damage except damage arising from a willful or negligent act of the State's agents, employees or invitees. C. 'Except in emergency situations, the Sublessor shall give not less than 24 hour prior notice to State tenants, when any pest control, remodeling, renovation, or repair work affecting the State occupied space may result in employee health concerns in the work environment. D. In case Sublessor, after notice in writing from the State requiring the Sublessor to comply with the requirements of this paragraph in regard to a specified condition, shall fail, refuse or neglect to comply with such notice, or in the event of an emergency constituting a hazard to the health or safety of the State's employees, property, or invitees, the State may terminate this sublease without further obligation or at its option, perform such maintenance or make such repair at its own cost and, in addition to any other remedy the State may have, may withhold rent due and deduct the amount thereof, including necessary costs incurred by the State required for the administration of such maintenance and repairs, from the rent that may then be or thereafter become due hereunder. E. Sublessor understands and agrees that State shall not assume any of Sublessor's obligations under the Master Lease. Page - 5 "EDD Standard Sublease" — (Rev-4119) 80A-605 EXHIBIT 3 Painting 15. All painting of interior premises shall be perforated after business bours or as otherwise agreed upon by the State, and shall be completed within forty-five (45) days from the giving of any such notice. Sublessor, at Sublessor's sole cost, shall mrange for moving of furniture and equipment prior and subsequent to the repainting, and provide drop cloths, and covers as necessary. Change Orders 16. The State shall have the right during the existence of this sublease to make change orders and alterations; attach and Alterations fixtures; and erect addidons, structures, or signs in or upon the subleased premises, Such fixtures, additions, structures, or signs so placed in or upon or attached to the premises under this sublease or any extension hereof shall be and remain the property of the State and may be removed therefrom by the State prior to the termination or expiration of this sublease or any renewal or extension hereof, or within a reasonable time thereafter. Assignment and 17. The State shall not assign this sublease without prior written consent of the Sublessor, which shall not be Subletting unreasonably withheld, but shall in any event have the right to sublet the subleased premises. Quiet Possession 18, The Sublessor agrees that the State, while keeping and performing the covenants herein contained, shall at all times during the existence of this sublease, peaceably and quietly have, hold, and enjoy the subleased premises without suit, trouble, or hindrance from the Sublessor or any person claiming under Sublessor. Inspection 19. The Sublessor reserves the right to enter and inspect the subleased promises at reasonable times, and to render services and make say necessary repairs to the premises. Destruction 20, If the subleasedpremises are totally destroyed by fire or other casualty, this sublease shall terminate. If such casualty shall render ten percent (10%) or less of the floor space of the subleased premises unusable for the purpose intended, Sublessor shall effect restoration of the premises as quickly as is reasonably possible, but in any event within thirty (30) days. In the event such casualty shall render more than 10 percent (10%) of such floor space unusable but not constitute total destruction, Sublessor shall forthwith give notice to State of the specific number of days required to repair the same. If Sublessor under such circumstances shall not give such notice within fifteen (15) calendar days after such destruction, or if such notice shall specify that such repairs will require more than ninety (90) days to complete from date such notice is given, State, in either such event, at its option may terminate this sublease. In the event of any such destruction other than total, where the State has not terminated the sublease as herein provided, or pursuant to the terms hereof has not elected to make the repairs itself, Sublessor shall diligently prosecute the repair of said premises and, in any event, if said repairs are not completed within the period of thirty (30) days for destruction aggregating ten percent (10%) or less of the floor space, or within the period specified in Sublessor's notice in connection with partial destruction aggregating more than ten percent (10%), the State shall have the option to terminate this sublease. In the event the State remains in possession of said premises though partially damaged, the rental as herein provided shall be reduced by the same ratio as the net square feet the State is thus precluded from occupying bears to the total net square feet in the subleased premises. "Not square feet" shall mean actual inside dimensions and shall not include public corridors, stairwells, elevators, and restroome. It is understood and agreed that the State or its agent has the right to enter its destroyed or partially destroyed subleased facilities no matter what the condition. At the State's request, the Sublessor shall immediately identify an appropriateroute through the building to access the State subleased space. If the Sublessor cannot identify an appropriate access route, it is agreed that the State may use any and all means of access at its discretion in order to enter its subleased space. Prevailing Wage 22. For those projects defined as "public works" pursuant to Labor Code §1720.2, the following shall apply: Provision Page - 6 " EDD Standard Sublease" — (Rev4/19) 80A-606 10011 Ho. A. Sublessor/contractor shall comply with prevailing wage requirements and be subject to restrictions and penalties in accordance with § 1770 et seq. of the Labor Code which requires prevailing wages be paid to appropriate work classifications in all bid specifications tmd subcontracts. B. The Sublessor/contractor shall furnish all subcontractors/employces a copy of the Department of Industrial Relations prevailing wage rates which Sublessor will post at thejob site. All prevailing wage rates shall be obtained by the Sublessor/contractor from: Department of Industrial Relations Division of Labor Statistics and Research 455 Golden Gate Avenue, 8th Floor San Francisco, California 94102 Phone: (415) 703.4774 Fax: (415) 703.4771 For further information on prevailing wage: http://www.dir.ca.gov/dlsr/statistics_iosearch.litml C. Sublessor/contractor shall comply with the payroll record keeping and availability requirement of § 1776 of the Labor Code. D. Sublessor/contractor shall make travel and subsistence payments to workers needed for performance of work in accordance with the Labor Code. E. Prior to commencement of work, Sublessor/contractor shall contact the Division of Apprenticeship Standards and comply with § 1777.3, § 1777.6, and § 1777.7 of the Labor Code and Applicable Regulations Fair Employment 23. During the performance of this sublease, the Sublessor shall not deny benefits to any person on the basis of Practices religion, color, ethnic group identification, sex, age, physical or mental disability, nor shall they discriminate unlawfully against any employee or applicant for employment because of race, religion, color, national origin, ancestry, physical handicap, mental disability, medical condition, marital status, age, or sex. Sublessor shall insure that the evaluation and treatment of employees and applicants for employment are free of such discrimination. Sublessor shall comply with the provisions of the Fair Employment and Housing Act (Government Code, Section 12900 et seq.), the regulations promulgated thereunder (California Code of Regulations, Title 2, Section 11000 et seq.), the provisions of Article 9.5, Chapter 1, Part 1, Division 3, Title 2 of the Government Code (Government Code, Sections 11135.-1 t 139.3), and the regulations or standards adoptedby the awarding State. agency to implement such article. DVBE 24. The State of California supports the use of Disabled Veteran Business Enterprise (DVBE) and we encourage Participation the Sublessor to utilize DVBEs when contracting for tenant improvements and services. Sublessor shall complete the DVBE Program Certification Sheet (Form F) attached in Exhibit "C" herein prior to acceptance and occupancy of this sublease. Sublessor may refer to the following internet link for DVBE guidelines and instructions. htt s://www d�,s.ca. ov/-/rne(lia/Divisions/RESD/Ptiblications/AMB/Lease Re uirements/DVBEGuidelines.ashx?la=en&hash=26A65A42FBDI I EBF95E6OD2 18OA66FI F64E006FA Service Credit 26. Sublessor agrees that the rental provided under the terms of Paragraph 4 hereof is based in part upon the costs of the services, utilities, and supplies to be furnished by Sublessor in accordance with Paragraph 13 hereof, In the event the State vacates the premises prior to the end of the tenn of this sublease, or, if after notice in writing from the State, all or any part of such services, utilities, or supplies for any reason are not used by the State, then, in such event, the monthly rental as to each month or portion thereof as to which such services, utilities, or supplies are not used by the State shall be reduced by anamount equal to the average monthly costs of such unused services, utilities, or supplies during the six- month period immediately preceding the first month in which such services, utilities, or supplies are not used. Holding Over Page . 7 "EDD Standard Sublease" — (Rev-4/19) 80A-607 EXHIBIT 3 27. In the event the State remains in possession of the premises after the expiration of the sublease term, or any extension or renewal thereof, this sublease shall be automatically extended on a month to month basis, subject to thirty (30) days termination by either party, and otherwise on the terms and conditions herein specified, so far as applicable. If the last rental amount shown in Paragraph 4 included the amortization of a capital arm expended by Sublessor for certain alterations and improvements, as described in a separate paragraph herein, and the capital sum has been fully amortized, the holdover rent shall be reduced by the amount of the monthly amortization. If the State fails to vacate the premises within the notice period and remains for an extended period, additional rent shall be paid and prorated on a thirty (30) day month, based on the actual number of days the State occupies the premises following the effective date of termination. Surrender of 28. Upon termination or expiration of this sublease, the State will peacefully surrender to the Sublessor the Possession subleased premises in as good order and condition as when received, except for reasonable use and wear thereof and damage by earthquake, fire, public calamity, the elements, acts of God, or circumstances over which State has no control or for which Sublessor is responsible pursuant to this sublease. The State shall have no duty to remove any improvements or fixtures placed by it on the premises or to restore any portion of the premises altered by it, save and except in the event State elects to remove any such improvements or fixtures and such removal causes damages or injury to the subleased premises, and then only to the extent of any such damage or injury. Time of Essence, 29, Time is of the essence of this sublease, mid the terms and provisions of this sublease shall extend to and be Binding upon binding upon and inure to the benefit of the heirs, executors, administrators, successors, and assigns to the respective Successors parties hereto. All of the parties hereto shall bejointly and severally liable hereunder, No Oral 30, It is mutually understood and agreed that no alterations or variations of the terms of this sublease shall be valid Agreements unless made in writing and signed by the parties hereto, and that no oral understanding or agreement not incorporated herein, shall be binding on any of the parties hereto, Construction- 31, Pursuant to California Civil Code §1938, the Lessor states that the leased premises: Related ❑ have not undergone an inspection by a Certified Access Specialist (CASp). A CASp can inspect the Accessibility subject premises and determine whether the subject premises comply with all of the applicable Standard construction -related accessibility standards under state law. Although state law does not require a Compliancy Act CASp inspection of the premises, the Lessor may not prohibit the tenant from obtaining a CASp inspection of the promises for occupancy by the tenant, if requested by the tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of 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. ® have undergone an inspection by a Certified Access Specialist (CASp) and it was determined that the leased premises met all applicable construction -related accessibility standards pursuant to California Civil Code §55.53 et seq. Lessor shall provide a copy of the current disability access inspection certificate and any inspection report to the State within seven days of the date of execution of the lease pursuant to subdivision (b). ❑ have undergone an inspection by a Certified Access Specialist (CASp) and it was determined that the leased premises did not meet all applicable construction -related accessibility standards pursuant to California Civil Code §55.53 at seq." Lessor shall provide a copy of any inspection report to the State prior to the execution of the Lease. If the report is not provided to the State at least 48 hours prior to execution of the lease, the State shall have the right to rescind the lease, based upon the information contained In the report, for 72 hours after execution of the lease. Lump Sum Notwithstanding the provisions of Paragraph 4 of this lease, the State hereby agrees to pay Sublessor the sum of Payments THIRTY-TWO THOUSAND EIGHT HUNDRED TWELVE AND 00/100 DOLLARS ($32,812.00) for alterations and improvements to the second floor of the herein leased premises in accordance with the attached Exhibits "A" and "B" identified in Paragraph 6 of this lease, Payment will be made by the State after (a) completion by Sublessor of the alterations and improvements in accordance with said Exhibits "A" and 'B," (b) inspection and approval by a representative of the Department of General Services, and (e) submission by the Sublessor of an invoice for such alterations to the address specified in Paragraph 5 of this lease. Remainder of Page Intentionally ]Left Blank Page- 8 "EDD Standard Sublease" — (Rev-4/19) FORM M • � i EXHIBIT 3 IN WITNESS WHEREOF, this sublease has been executed by the parties hereto as of the dates written below STATE OF CALIFORNIA Approval Recommended DEPARTMENT OF GENERAL SERVICES REAL ESTATE SERVICES DIVISION ASSET MANAGEMENT BRANCH m DARON WHITTLE, Real Estate Officer Real Estate Leasing and Planning Section Date Approved DIRECTOR OF THE DEPARTMENT OF GENERAL SERVICES By BRIAN HENSLEY, Leasing Manager Real Estate Leasing and Planning Section Date SUBLESSOR THE CITY OF SANTA ANA, A MUNICIPAL CORPORATION 0 KRISTINE RIDGE, City Manager Date 5 Li I] N "11 o Page - 9 "EDD Standard Sublease" — (RevA/ 19) 8C _e 3 �L 3 a�Sa O'' a'= a ee4§.aE S� Qaa ueOi n N e i a c�u�yiy a w §§ °�$ 0➢ $ ye a �"5 F- a UWIIU ,WQ' s p @R@ = �1'�1 0 'dg�]•9�og d �� �'wi 3 Y a 4�p@$p@ a - $ &0 e'aWW d SWeom$� WA4'gW 6Je eW? � 1g"a,55 �FW � � �W� .�.,.._x.;g,: w�• „ ,19.,'u'�;mua wd'an uJ a ��35 4A. R AdaFG%HOk.0 kifx< + u uux ecxx"n. 'u'een Rqa p ��, ll W$ &IM MWAIIIIM iggg 6 d6 a e mega aee..gg glee $@$� W g g Htl$d� WG gg n a:aae� :�S'a5',gn w W eWagn, fl2e 5."-..PW� NAWP$ !e?c P.+,aP.? MepP@P "'aP U 5e9@ged 3 fla � � ll lbogim aW q osa;xGaas aaW W $ aG g A W �e eW ezW�g w 11 m 1 a 1� JLU CL t b"dWGw$ 9A®BWAp EXHIBIT 3 CALIP^ORNIA DEPARTMENT OF ENERAL SERVICES Governor Gavin Newsom PROJECT: EDD Santa Ana 142056 PROJECT N0 142056 __ .._,.._..._...... AGENCY: ............. ._.._..-....._._....------._... — ._.._. __,.._......-._..._.__... -- - Employment Development Department LEASE NO.: -- - ---.....-- 4811-001- LOCATION: 801W.Center DATE: 3/19/2019 CA t0 27Drive — SantAna,Civic TITLE PAGE DIVISION 1 - GENERAL REQUIREMENTS...................................................................................2 1.1 SUMMARY ....... ............................................................................................................... 2 1.2 RELATED DOCUMENTS.................................................................................................2 1.3 GENERAL PROVISIONS.................................................................................................2 1 A CONSTRUCTION AND CODE CRITERIA....................................................................... 6 1.5 SUBSTANTIAL COMPLETION AND PROJECT COMPLETION...................................10 1.6 INDOOR AIR QUALITY..... ................................................................................ 11 1.7 HAZARDOUS MATERIALS...........................................................................................11 DIVISION 2 - DESIGN REQUIREMENTS-- ...............................................................................14 2.1 FLOOR CONSTRUCTION AND FINISHES...................................................................14 2.2 EXTERIOR WALLS.......................................................................................................16 2.3 INTERIOR WALLS, PARTITIONS AND VESTIBULES................................................16 2.4 ROOF AND INSULATION .................. ............................................. .............. -- ............. 17 2.5 CEILINGS......................................................................................................................17 2.6 DOORS..........................................................................................................................17 2.7 DOOR HARDWARE....................................................................................................... is 2.8 MILLWORK .................................. —.................. ...,.......... .......... ..................................... 18 2.9 GYPSUM BOARD FINISHES/PAINTINGNVALL COVERING/SEALANTS...................A9 2.10 BUILDING SPECIALTIES..............................................................................................20 2.11 LANDSCAPING..........................................................................................I.................23 2,12 PLUMBING.....................................................................................................................24 2.13 HEATING, VENTILATING AND AIR CONDITIONING...................................................25 2.14 ENERGYAND ELECTRICAL ................................................... ..................... ......... --...26 2.15 PARKING AND PAVING..................................................................................30 DIVISION 3 - SPECIAL PROVISIONS..........................................................................................31 DIVISION 4 - TECHNICAL REQUIREMENTS..............................................................................32 PROJECT CONTACT: Garde Gordon PHONE: 916,375,4169 y9:/I EMAIL: carrie.gordon@dgs,ca.gov Confirmation Statement I/we have read this Exhibit S: Outline Specifications and understand it is Incorporated Into, and is part of, this lease. I/we have acknowledged each and every page by placing my/our Initials on this cover sheet, Initials State of California I Government Operntldns Agency Real Estate Services Division / Asset Management Branch / Real Estate Leasing and Planning Section 707 3rd Street, Sth Floor I West Sacramento, CA 95605 / t (916) 3754099 Rev. June 2018 80A-611 EXHIBIT 3 EXHIBIT B — OUTLINE SPECIFICATIONS DIVISION 1 DIVISION 1 — GENERAL REQUIREMENTS 1.1 SUMMARY A. The Outline Specifications describe minimum standards of quality and performance for premises occupied by the State. Construction methods or materials other than those stated herein may be acceptable if, in the opinion of the State, they provide equal quality and performance. 1.2 RELATED DOCUMENTS A. Lease B. Exhibit "A" — Plans or Facility Design Program (written narrative) C. Exhibit "B" — Division 3 Special Provisions: 1. Refer to Division 3 of this specification for Special Provisions, which may amend and/or supersede Division 1 and 2 requirements. D. Exhibit "B" — Division 4 Technical Requirements: 1. Refer to Division 4 of this specification for Technical Requirements, which may amend or supersede Division 1 and 2 requirements. E. Exhibit"C"—Administrative Requirements 1. Refer to Exhibit "0' for specific requirements related to the following: a) State Fire Marshal Procedures b) Access Compliance Procedures (California Building Code/Americans with Disabilities Act) c) Green Building Practices 1.3 GENERAL PROVISIONS A. Wherever reference is made to "State," "Agency," "Department," or other State of California administrative department, this shall be construed to mean the Department of General Services, Real Estate Services Division, Real Estate Leasing and Planning Section, here and after referred to as DGS. B. The State's intent is to achieve adequate standards of quality while avoiding unnecessary alterations, so that in all cases where an existing feature is acceptable to DGS, the Lessor's obligation is only to maintain that feature as it exists. C. The Lessor shall immediately address conflicts, omissions, or errors if discovered within the Exhibits, or any question regarding interpretation or clarification, by submitting in writing to the State a Request for Information (RFI). Responses from the State will not change any requirement of the lease exhibits unless so noted by the State in the Rev. March 2919 80A-612 EXHIBIT 3 EXHIBIT B — OUTLINE SPECIFICATIONS DIVISION 1 response to the RFI. In case of conflicts between "Exhibit A" and Exhibit "B," the Exhibit "A" supersedes these specifications. D. Lessor shall patch, repair and refinish to match, all existing surfaces disturbed by the new construction. Upon completion of the project, there shall be no visual difference between the new work and the existing conditions. No changes, modifications, or substitutions shall be made to the premises as shown, except with the prior written approval of DGS. E. LEED Certification 1. When the lease contract requires LEED (Leadership in Energy and Environmental Design) certification the Lessor shall refer to the following requirements: a) The Lessor shall assign the DGS planner as a team member on the LEED-Online workspace. b) In a newly constructed building of 10,000 square feet (sf) or greater, the Lessor shall obtain Silver -level LEED certification or better from the U.S. Green Building Council (USGBC) within 12 months of project occupancy. 1) For requirements to achieve Silver certification, Lessor must refer to the latest version of LEED at http://www,usgbc.org. At completion of LEED documentation and receipt of final certification, the Lessor must provide DGS an electronic copy on a compact disc of all documentation submitted to USGBC. Acceptable file format is Adobe PDF saved to disc from the LEED- Online workspace and templates. In addition a DGS or tenant representative shall have access to the LEED-Online workspace during design and through the term of the lease. 2) Prior to the end of the first year of occupancy, if the Lessor fails to achieve LEED Silver certification, the State may assist the Lessor in implementing a corrective action program to achieve a LEED Silver certification and deduct its costs (including administrative costs) from the rent. c) In tenant improvements of 10,000 sf or greater, the Lessor shall obtain Silver -level certification or better from USGBC within 12 months of project occupancy. The DGS planner shall be consulted during the point selection process, and selection of which points to obtain shall be decided by mutual agreement. Points related to indoor air quality and lighting are a priority to the State. 1) For requirements to achieve certification, Lessor must refer to latest version of the LEED Reference Guide at: http://w K.usbc.or . At completion of LEED documentation and receipt of final certification, the Lessor must provide DGS an electronic copy on a compact disc of all documentation submitted to USGBC, Acceptable file format is Adobe PDF copied to disc from the LEED- Online workspace and templates. In addition, the Lessor will provide DGS Rev, March 2019 80A-613 EXHIBIT 3 EXHIBIT B — OUTLINE SPECIFICATIONS DIVISION 1 viewing access to the LEED-Online workspace during design and throughout the time of the lease. 2) Prior to the end of the first year of occupancy, if the Lessor fails to achieve LEED Silver certification, the State may assist the Lessor In implementing a corrective action program to achieve LEED certification and deduct its costs (including administrative costs) from the rent. d) When LEED certification is obtained, the Lessor shall provide two original LEED certificates to DGS. F. Prevallina wane: For those projects defined as "public works" pursuant to Labor Code §1720.2, Lessor/contractor shall comply with prevailing wage requirements and be subject to restrictions and penalties in accordance with §1770 at seq, of the Labor Code which requires prevailing wages be paid to appropriate work classifications in all bid specifications and subcontracts. G. Project schedule: Upon execution of the lease, Lessor shall issue to DGS a complete and detailed Critical Part Method (CPM) schedule for the project, which may be adjusted by mutual agreement as the project proceeds. The schedule shall include allowances for periods of time necessary for the installation of State-owned equipment and modular systems furniture. H. Construction costs: Prior to construction, Lessor shall provide to the State competitive bids from at least three licensed contractors/subcontractors and shall contract with the lowest acceptable bidder. The bids shall include all charges such as (but not limited to) labor, materials, tools, equipment, fees, taxes, shipping, handling, permits, inspections, and fabrication for the work defined in the lease exhibits. The bids shall also include any architectural and engineering fees. The bids shall be itemized unit cost construction estimates developed by using the Construction Specification Institute (CSI) format, titles, and numbering system. Lump sum cost estimates are not acceptable. New shell condition: The following items shall be provided by the Lessor and shall not be construed as tenant improvements: 1. Exterior window coverings 2. Capital improvements to the building's core and shell 3. Building's perimeter walls and core walls with drywall finish ready for paint 4. Fire sprinkler main loop including drops and heads 5. Electrical service at a minimum of 5 watts per square foot & HVAC equipment and ducting to the premises 7. Code -required toilet room facilities 8. Americans with Disabilities Act (ADA) and California Building Code (CBC) compliance work to correct all deficiencies to comply with current code. Rev. March 2019 80A-614 EXHIBIT 3 EXHIBIT B — OUTLINE SPECIFICATIONS DIVISION 1 Previously constructed and occupied space (second -generation condition): In addition to items in paragraph I above, Lessor shall provide the fallowing at no cost to the State: 1. Code -compliant ceiling 2. Code -compliant lighting systems 3. Any code -required exit door and frame assemblies K. Usable area calculation: For the purpose of determining the net usable square feet, State -leased space shall be calculated as follows: Net usable office area includes all areas assigned to the State such as: offices, conference rooms, reception rooms, special use and supply rooms, hallways within the space, laboratories, private toilet rooms/showers, break rooms, auditoriums, cafeterias, and spaces exclusively used by the State. Net usable office area does not include stairwells, stacks/shafts, janitor closets, mechanical rooms, electrical rooms, code - required toilet rooms, code -required common areas, corridors and common area lobbies. Net usable office area Is measured from the finished surface of the office side of the corridor and other permanent walls, the dominant surface (wall or glazing) of the exterior walls, and from the centerline of demising walls separating other building tenants. L. Record documents: Lessor, at Lessor's sole cost and expense, shall provide the State accurate architectural drawings of the "as -is" condition of the space to be leased, including building common areas, site/parking plan, and path of travel. The drawings shall be in an electronic format to be determined by DGS. Any required re -design work cause by discrepancies with the "as -is" drawings shall be the responsibility of the Lessor. M. Green building practices: The Lessor shall operate and maintain the leased premises in accordance with best practices to achieve energy efficiency, sustalnability, improved air quality, reduced water usage and maximum recycling efforts throughout the term of the lease. 1. New (state) building leases shall, where economically feasible, include sub -meters and provide energy use data into Energy Star's Portfolio Manager. 2. Renegotiated state (building) leases for buildings where the State is a sole tenant shall provide energy use data into Energy Star's Portfolio Manager. 3. New and renegotiated state building leases shall encourage landlords to participate in utility -sponsored energy conservation measures, using alternative financing. 4. Where economically feasible, lessors are encouraged to implement measures of the California Green Building Standards Code (CalGreen) related to indoor environmental quality for all new or renegotiated leases. 5, The State will identify and pursue opportunities to provide electric vehicle charging stations, and accommodate future charging infrastructure demand, at employee parking facilities in new and existing buildings. Rev. March 2019 80A-615 EXHIBIT B -- OUTLINE SPECIFICATIONS DIVISION 1 6. All equipment and appliances provided by Lessor shall be Energy Star -labeled if Energy Star is applicable to the equipment or appliance. 7. Wherever restroom fixtures are replaced during construction, the California Green Building Standards voluntary measures are to be met to achieve a further reduction in water usage for state -leased space (Tier 1, 30 percent reduction minimum). Lessor to implement annual irrigation system audits, including leak detection, and perform immediate repairs to minimize any water loss. 8. Lessor to implement annual irrigation system audits, including leak detection, and perform immediate repairs to minimize any water loss, 9. New and renegotiated state leases shall, when economically feasible, include provisions for reporting water use and installation of sub -meters where appropriate. N. Submittals: Lessor shall submit shop drawings of product data, as well as samples, to the State for review prior to construction or fabrication. 0. Material Safety Data Sheet (MSDS): Prior to construction and upon request by the State, Lessor shall provide MSDS of all products or materials used in the maintenance, repair or renovation of the premises. 1.4 CONSTRUCTION AND CODE CRITERIA A. Construction documents: The Exhibit "A" Plan or the Exhibit "A" Facility Design Program (written narrative) are design development guidelines only. Lessor shall provide all required construction documents and calculations necessary to obtain a building permit from the local Building Department and to construct the improvements as indicated. The use of the Exhibit "A" Plan in lieu of construction documents is not acceptable to the State. 1. Prior to submitting construction documents to the local building department for plan check or permitting, Lessor shall submit said construction documents to DGS for review. Any DGS comments to the construction documents shall be construed as advisory only and shall not relieve the Lessor in any respect from full compliance with Exhibits "A," "B" and "C" or any other exhibits. 2. Lessor's architect, engineers, consultants, and contractors shall have current and valid licenses/certifications Issued by the state of California. 3. During construction of building's core, shell, and/or tenant improvements, Lessor shall maintain at the project site a complete set of lease exhibits consisting of Exhibits "A," "B," "C" and any other exhibits for DGS use. B. State Fire Marshal: Concurrent with submission to the building department for permitting, Lessor shall submit a complete set of construction documents, including fire sprinkler plans and fire alarm plans, to the State Fire Marshal for review and approval and shall Rev. Maroh 2019 80A-616 EXHIBIT 3 EXHIBIT B — OUTLINE SPECIFICATIONS DIVISION 1 arrange for periodic inspections of the work (refer to Exhibit "C" for SFM GOVmotus procedures). No construction shall commence without approved plans. C. Access compliance: Lessor shall ensure that all new work and existing conditions comply with the requirements of California Code of Regulations (CCR) Title 24, California Building Code (CBC), and Americans with Disabilities Act (ADA). State agencies are public entities and shall comply with Title 11 of the ADA. Exceptions to the code for existing buildings are not permitted. Where CBC requirements conflict or differ with ADA requirements, the most stringent requirement shall take precedence. Access compliance shall apply to exterior areas such as, but not limited to, path of travel to and from public transportation and public right-of-way; parking; passenger drop-off and loading zones; walks and sidewalks; curb ramps; ramps; and all stairs. Access compliance shall also apply to interior areas such as, but not limited to, entrances and exits; lobbies; building common areas; elevators; access lifts; doors and gates; access to and through all rooms and spaces; restrooms; signs and identification; counters; waiting and seating areas; assistive listening systems; drinking fountains; alarms; and horizontaVvertical access. See Exhibit "C" for procedures. D. Codes and ordinances: All new work and existing conditions shall comply with all current regulations, laws, and ordinances of the governmental authorities having jurisdiction, as well as the applicable editions of the following codes, including but not limited to: 1. Title 8 CCR, Industrial Relations 2. Title 17 CCR, Public Health 3. Title 19 CCR, Public Safety, State Fire Marshal Regulations 4. Tittle 24 CCR, Part 1-Building Standard Administrative Code 5. Title 24 CCR, Part 2-CBC, Vols. 1 & 2 6. Title 24 CCR, Part 3-California Electrical Code (CEO) 7. Title 24 CCR, Part 4 California Mechanical Code (CMC) 8. Title 24 CCR, Part 5-California Plumbing Code (CPC) 9. Title 24 CCR, Part 6 GEC 10. Title 24 CCR, Part 9-California Fire Code (CFC) 11. Title 24 CCR, Part 11 California Green Building Standards Code 12. Title 24 CCR, Part 12-California Reference Standards Code If fire -life safety, health hazards, and/or noncompliant code conditions are discovered either before or after occupancy, then Lessor, at Lessor's sole cost and expense, shall correct the condition. E. Building permit: Lessor shall obtain a building permit for the required construction from the local building departments, if required. In the event there is no local building department, Lessor, at Lessor's sole cost and expense, shall provide a third -party, independent Inspector of Record (IOR). The IOR shall perform periodic inspections on the work for conformance with all regulations, laws and ordinances. Rev. March 2010 80A-617 EXHIBIT 3 EXHIBIT B — OUTLINE SPECIFICATIONS DIVISION 1 F. Safety evacuation plans: Lessor shall provide safety evacuation plans of the leased premises. The safety evacuation plans shall clearly delineate evacuation routes, exits, fire extinguishers, and fire alarm pull station locations. The plans shall be a minimum of 8"x10" in size, framed and under glass or clear plastic. The plans shall be installed in all assembly occupancies including conference rooms, break rooms, reception areas, and where requested by the State fire marshal (SFM). G. Fire extinguishers: Lessor shall provide and install fire extingulshers. Fire extinguishers shall be housed In semi -recessed cabinets and shall be located as required by CA Title 19 CCR, Public Safety. Above each fire extinguisher, per current code requirements. Lessor shall furnish and install a red triangular shaped 3-0 sign with printed text "Fire Extinguisher" with an arrow pointing down. Lessor shall provide annual servicing of the fire extinguishers throughout the term of the lease. H. Seismic performance: The State will consider only those facilities that can demonstrate the ability to meet a seismic performance level as set forth in: 1. 1998 edition or subsequent editions of the California Building Code. Or: 2. 1976 edition or subsequent editions of the Uniform Building Code and the building does not have any one of the enumerated characteristics or conditions listed below: a) Unreinforced masonry elements, whether load -bearing or not, not including brick veneer. b) Precast, pre -stressed or post -tensioned structural or architectural elements, except piles. c) Flexible diaphragm (e.g., plywood) shear wall (masonry or concrete) structural system constructed pursuant to editions of the Uniform Building Code prior to the 1997 edition. d) Apparent additions, alterations, or repairs to the structural system made without a building permit. e) Constructed an a site with a slope with one or more stories partially below grade (taken as 50 percent or less) for a portion of their exterior. f) Soft or weak story, including wood frame structures with cripple walls, or if construction is over first -story parking. g) Seismic retrofit of the building, whether voluntary or mandated, whether partial or complete. h) Repairs following an earthquake. Welded steel moment frames (WSMF) that constitute the primary seismic force -resisting system for the building, and the structure was designed to code requirements preceding those of the 1997 edition of the Uniform Building Code, and the building site has experienced an earthquake of sufficient magnitude and site peak ground motions that inspection Rev, March 2019 EXHIBIT 3 EXHIBIT B — OUTLINE SPECIFICATIONS DIVISION 1 is required when any of the conditions of Section 3.2 of Federal Emergency Management Agency (FEMA) 352 indicate an investigation of beam -column connections is warranted. J) Visible signs of distress or deterioration of structural or nonstructural systems, e.g., excessively cracked and/or spelling concrete walls or foundations, wood dry rot, etc. 3. Certification of the above requirements must be provided by an independent licensed structural engineer at the Lessor's expense. 4. Lessor shall provide and install all hardware required to brace and anchor all storage cabinets, lockers, bookcases, shelving units and similar furnishings 5'-0" or more in height whether provided by State or Lessor, in accordance with seismic design requirements of the code. Construction waste management: 1. Items and materials existing in the premises, or to be removed from the premises during the demolition phase, are eligible for reuse in the construction phase of the project. The reuse of items and materials Is preferable to recycling them; however, items considered for reuse shall be in refurbished condition and shall meet the quality standards set forth by the State in this Lease. The Lessor shall submit a list of items for reuse and DGS shall make the final determination for acceptance. 2. Recycling construction waste is mandatory for initial space alterations and tenant improvements under the Lease. 3. Recycling construction waste means providing all services necessary to furnish construction materials or wastes to organizations that will employ these materials or wastes in the.production of new materials. Recycling includes required labor and equipment necessary to separate individual materials from the assemblies of which they form a part. 4. The Lessor shall recycle the following items during both the demolition and construction phases of the project, subject to economic evaluation and feasibility: a) Ceiling grid and tile b) Light fixtures, including proper disposal of any transformers, ballasts and fluorescent light bulbs c) Duct work and HVAC equipment d) Wiring and electrical equipment e) Aluminum and/or steel doors and frames f) Hardware g) Drywall h) Steel studs i) Carpet, carpet backing, and carpet padding j) Wood k) Insulation 1) Cardboard packaging m) Pallets n) Windows and glazing materials Rev. March 2019 80A-619 EXHIBIT 3 EXHIBIT B — OUTLINE SPECIFICATIONS DIVISION 1 o) All miscellaneous metals p) All other finish and construction materials If any waste materials encountered during the demolition or construction phase are found to contain lead, asbestos, polychlorinated biphenyls (PCBs) (such as fluorescent lamp ballasts), or other harmful substances, they shall be handled and removed in accordance with federal and state laws and requirements concerning hazardous wastes. 6. In addition to providing "one-time" removal and recycling of large-scale demolition items such as carpeting or drywall, the Lessor shall provide continuous facilities for the recycling of incidental construction waste during the Initial construction. 7. Construction materials recycling records shall be maintained by the Lessor and shall be accessible to the State. Records shall include materials recycled or landfilled; quantity; date; and identification of hazardous wastes. 8. Leftover paint and open paint cans shall be returned to drop-off locations, paint retailers, hardware stores, transfer stations and household hazardous waste facilities for reuse, recycling or proper management. Unopened cans of paint shall be left on site for the Lessor's or agency's use for touch-up painting. 1.6 SUBSTANTIAL COMPLETION AND PROJECT COMPLETION A. Premises shall fully conform to all lease exhibits and shall be constructed in accordance with industry standards and best practices. Lessor guarantees that all mechanical, electrical, plumbing systems and other features (including architectural finishes, paint, hardware, doors, floor covering, etc.) are of quality capable of giving satisfactory service in accordance with these specifications for the term of this lease. B. Substantial completion is achieved when the building core, shell, and tenant improvements as defined in these lease exhibits, including the installation of any modular systems furniture (MSF), are sufficiently completed to allow the State to lawfully and physically occupy the premises for its intended purpose. Any work required to complete any outstanding punch -list items shall not interfere with or interrupt the State's daily operation. A DGS planner will make the final determination of when substantial completion is achieved. C. Lessor shall operate the HVAC system to provide continuous air for a minimum of 24 hours per day for seven days prior to occupancy. D. State employees, agents, and invitees shall have ready access to the building and premises through the main building entry and lobby. Elevators, stairs and restrooms shall be operational. E. The premises shall be free of all construction debris and thoroughly cleaned. Lessor shall touch up and restore damaged or defaced painted surfaces throughout the premises subsequent to installation of State's furnishing and equipment. All painting shall be coordinated with a DGS planner. F. Upon project completion, Lessor shall obtain final approvals from the authorities having jurisdiction and all punch -list items shall have been completed, and reinspected by the State. Lessor shall submit to the State the following completed documents, if applicable, with all appropriate signatures. 10 Rev. March 2010 80A-620 EXHIBIT 3 EXHIBIT B — OUTLINE SPECIFICATIONS DIVISION 1 1. Building permit 2. Building inspection card 3. Certificate of occupancy 4. Fire Department approvals 5. CBC/ADA Access Compliance Fee Calculation -Exhibit "C" Form E 6. Verified Report -Exhibit "C" Form G 7. LEED Certification -when applicable 8. Air balance report 9. Operation manuals and training for equipment such as (but not limited to) Intrusion alarm system, video conferencing equipment, and appliances. 1.6 INDOOR AIR QUALITY A. Lessor shall implement mandatory measures and relevant and feasible voluntary measures of the CalGreen, Part 11, in new buildings and when performing alterations, modifications and maintenance. B. Maintenance staff shall use cleaning products that are low emitting; that meet Green Seal (GS) Standard GS-37; and that use non -chemical methods where feasible. C. Maintenance staff shall follow the Carpet and Rug Institute's Carpet Maintenance Guidelines for Commercial Applications. D. Lessors shall, when feasible, use filters with a minimum efficiency reporting value (MERV) rating of no less than 11. Existing HVAC systems incapable of accommodating an 11 MERV rating shall use the highest MERV rating that their fan(s) can accommodate. E. All HVAC systems above 2,000 cubic feet per minute (cfm) shall be equipped with outdoor airflow measuring stations and be connected to a building energy management system, which shall be programmed to provide audible and visible alarms. For additional HVAC requirements see Division 2. 1.7 HAZARDOUS MATERIALS A. Lessor warrants and guarantees that the premises leased to the State will be operated and maintained free of hazard from asbestos, lead, mold, and PCBs. 1. The areas include: a) Premises leased to the State and air plenums in the same HVAC zone. b) Common public areas which state employees or their invitees would normally and/or reasonably use. c) Building maintenance areas, utility spaces, and elevator shafts within or servicing areas described in items (a) and (b) above. 2. Lessor shall be responsible for all costs associated with the abatement of hazardous materials including (but not limited to) the following: cleanup of contaminated State - leased space, State-owned equipment, furnishings and materials and all required monitoring reports. Copies of all air monitoring reports shall be furnished to the State. 3. The State -leased space shall be maintained at or below the permissible exposure levels for all substances regulated under Title 8 California Code of Regulations Section 5155. If it is determined by the State that the tenant must be relocated to Rev. March 2019 80A-621 EXHIBIT 3 EXHIBIT B — OUTLINE SPECIFICATIONS DIVISION 1 prevent exposure above the permissible level, the Lessor shall provide comparable accommodating space at no cost to the State. In addition, the Lessor shall pay for all costs associated with this move including (but not limited) to: administrative, furniture, communications contracts and equipment costs. 4. In the event that after written notice Is provided by the State, the Lessor fails, refuses, or neglects to diligently pursue abatement of any hazardous material, the State may affect such abatement. The State may deduct all reasonable costs of such abatement of hazardous materials from the rent. 5. The Lessor shall indemnify, defend, and hold the state of California, its officers, and employees harmless from and against any and all losses, damages, judgments, expenses (including court costs and reasonable attorney fees), or claims whatsoever, arising out of, or in any way connected with or related to, directly or indirectly, the presence of hazardous materials within the State -leased space or the building in which the leased premises are located. B. Asbestos: 1. For buildings constructed prior to January 1, 1979, the Lessor shall provide the State with a current written asbestos survey of the areas listed in Section 1.8. A.1. An independent California Division of Occupational Safety and Health (CalOSHA) Certified Asbestos Consultant shall complete the survey. 2. For buildings constructed after December 31,1978, and prior to any tenant improvements or major repairs, the Lessor and Lessor's construction contractor are responsible for sampling any suspected asbestos -containing material (ACM) to be disturbed during the project. Where ACM is suspected to be present, the Lessor shall provide the State with a written asbestos survey covering all materials to be disturbed during the project; the survey shall be performed by an independent Lessor -contracted consultant. 3. Where ACM or suspect ACM has been identified by survey, the Lessor shall provide the State with a copy of a written Operations and Maintenance (O&M) plan. This O&M plan must be effective In minimizing damage or disturbance of any ACM or suspect ACM and provide for quick repairs of the same. 4. If damaged ACM or suspect ACM is found, or the physical condition of AGM indicates possible fiber release, a response action in accordance with the approved O&M plan shall be conducted. The approved O&M plan shall include provisions for air sampling by an independent Certified Industrial Hygienist during and at the completion of all response actions. Analysis of air samples shall be conducted utilizing Transmission Electron Microscopy (TEM). The standard for reoccupancy of an affected area shall be concentrations at or below 70 asbestos structures per millimeter squared (structures/mm2). 5. Lessor shall perform asbestos notification as required by Chapter 10.4 of the Health and Safety Code. Any abatement work shall be performed by a licensed contractor with asbestos certification (ASB). The State reserves the right to establish consultant oversight of any asbestos -related work program at its expense. 12 Rev. March 2919 80A-622 WMI M EXHIBIT B — OUTLINE SPECIFICATIONS DIVISION 1 5. In addition to any other remedies it may have, In the event the Lessor fails to diligently pursue abatement of hazard from ACM, as required under the provisions of this lease, the State may, by notice in writing, terminate this lease. Lessor shall be liable to the State for all expenses, losses and damages reasonably Incurred by the State as a result of such termination, including (but not limited to) additional rental necessary to pay for an available, similar replacement facility. This rental shall extend over the period of what would have been the remaining balance of the lease term plus any option periods, costs or any necessary alterations to the replacement facility, administrative costs, and costs of moving furniture, data processing, and telephone equipment. C. Lead material: 1. Any material suspected of containing lead within the areas listed in Paragraph "A" shall be tested and identified through sampling by an independent California Department of Public Health (CDPH) Certified Lead -Related Construction Inspector/Assessor. 2. In the event lead removal Is required, Lessor shall provide an independent CDPH Certified Lead -Related Construction Inspector/Assessor to inspect the quality of work for compliance with applicable regulations; perform air monitoring; perform a final clearance visual inspection; conduct wet wipe sampling/lab analysis; and ensure proper handling and/or disposal of hazardous waste. p t.. 1. The Lessor shall operate and maintain the leased premises to be free of hazard from mold. 2. If mold is detected within the State -leased space, an immediate response action in accordance with industry standard practices shall be undertaken by the Lessor. The Lessor shall contract for the services of an independent CaIOSHA/Certified Industrial Hygienist to determine the appropriate response action. 3. Lessor shall be responsible for all costs associated with any hazard response action. E. Underground Storage Tanks (UST): 1. Lessor shall comply with the requirements of the California Health and Safety Code, Section 25280-25299.8 (Underground Storage Tanks). END OF DIVISION 1 13 Rev, March 2019 80A-623 EXHIBIT 3 EXHIBIT B — OUTLINE SPECIFICATIONS DIVISION 2 For Items that are shown with strikethrough (Mri#ethrouo) please refer to Division 3, Special Provisions for amendments to the requirements. DIVISION 2— DESIGN REQUIREMENTS 2.1 FLOOR CONSTRUCTION AND FINISHES A. Concrete floor: 1. Concrete floor construction is the standard for comparison. Floor of another material may be acceptable provided its use does not produce or transmit sound or vibration to a greater degree than a 4" reinforced concrete slab. a) Lessor shall provide certification that the concrete slab is level and does not exceed a variance of Ya inch in 10 feet from a true flat plane. b) Where slab is out of compliance, leveling shall be achieved using a high - strength concrete topping compound, i.e., Mapei, Ardex, Inc., K-600, Hacker Ind., Firm Fill4010, Maxxon, Level -Right, or approved equal material. 2.Concrete floors in janitor closets, mechanical, and/or electrical utility rooms shall be cleaned and treated with epoxy coating. Office areas throughout shall have carpet or other floor covering with 4" high cove base, unless noted otherwise. Floors in toilet rooms shall be of nonabsorbent material impervious to moisture, such as ceramic He or approved equal, with minimum 4" high cove base. Floor covering shall extend under counters and cabinets. Colors and patterns shall be as selected or approved by State. 3.Prior to the installation of any finish floor material, Lessor shall perform a quantitative moisture test on the concrete slab. The test shall be administered in accordance with the flooring material manufacturer's written guidelines or recommendations. In the event the moisture content exceeds the flooring material manufacturer's recommendation, the Lessor, at Lessor's sole cast and expense, shall provide and install a waterproofing sealer as recommended by the flooring material manufacturer. 4.Exposed concrete floors are not acceptable in toilet rooms, locker rooms or shower rooms. B. Carpet flooring —General: 1. Lessor shall provide and install carpet and cove base where shown in Exhibit "A." All carpet shall comply with American National Standards Institute (ANSI) NSF 140-2007 Platinum level. a) When requested by DGS, Lessor shall submit carpet samples to DGS for selection. The samples shall be from a minimum of three different manufacturers and consist of a variety of patterns, textures, colors and styles. b) Carpet shall have random graphic pattern loop non -generic branded, 6 or 6.6 nylon face yarn with inherent static control. 14 Rev, March 2019 80A-624 EXHIBIT 3 EXHIBIT B — OUTLINE SPECIFICATIONS DIVISION 2 c) Broadloom loop pile carpet shall have inherent static control capability to assure a maximum 3.5 KV rating at 20 percent relative humidity and 70' F as measured by American Association of Textile Chemists and Colorists (AATCC) Test Method 134. d) Carpet shall be installed according to manufacturer's guidelines. The carpet shall be securely attached; have a firm cushion, pad or backing; and be of level loop, textured loop, level -cut pile, or level-cut/uncut pile texture. The maximum pile height shall be Y2 inch. e) The carpet backing shall have a minimum 10-year guarantee against tuft pull and zippering, and surface wear shall not be more than 10 percent within 10 years. f) Carpet adhesives shall be non -toxic, low -odor, solvent -free, and shall not produce toxic vapors or contain carcinogenic materials. g) Carpet shall meet federal, state and local flammability standards. h) Carpet shall be installed In accordance with the Carpet and Rug Institute (CRI) Carpet Installation Standard. The installation shall be guaranteed against bubbling, wrinkling, stretching/shrinking, opening seams, or other evidence of poor materials and workmanship for a period of two years following installation. This guarantee shall cover normal wear and tear and note deficiencies occurring as a result of damage, negligence and/or alterations. The materials shall be guaranteed against wear, delamination, tuft bind and be lightfast for a period of 10 years. The material shall remain colorfast as a result of atmospheric contaminants for a period of five years after installation. i) Lessor shall maintain the carpet according to manufacturer's guidelines. C. Broadloom carpet requirements: 1. Density: 6000 minimum; heavy commercial use. 2. Density: 36x finished pile weight divided by pile height. 3. Tuft bind for broadloom shall be minimum 6 lbs., ASTM D 1335-98, Standard Test Method for Tuft Bind (edge ravel) of Pile Yarn Floor Coverings, tested wet or dry. Warranty edge ravel for 10 years. 4. Face yarn weight: Minimum 22 oz./sq. yd. 5. Minimum of 10 Ibs backing delamination test, ASTM D 3936-05 Standard Test Method for Resistance to Delamination of the Secondary Backing of Pile Yarn Floor Covering. 6. Minimum rating of 7 anti -stain tests; AATCC Test Method 175-2008 Stain Resistance Pile Floor Coverings. 7. Lessor shall provide 2 percent of product overage, including accent carpet, up to a maximum of 100 sq. yards from the same dye lot for future repairs. 15 Rev. March 2019 80A-625 EXHIBIT 3 EXHIBIT B — OUTLINE SPECIFICATIONS DIVISION 2 D. Carpet tile requirements: 1. Density: 5000 minimum; heavy commercial use. 2. Tuft bind strength shall be minimum 5 lbs., ASTM D 1335-98: Standard Test Method for Tuft Bind (edge ravel) of Pile Yarn Floor Coverings, tested wet or dry. Warranty edge ravel for 10 years. a) Face yarn weight: Minimum 16 oz./sq. yd. b) Minimum of 10 lbs, backing delamination test, per ASTM D 3936-05 Standard Test Method for Resistance to Delamination of the Secondary Backing of Pile Yarn Floor Covering. c) Minimum rating of 7 anti -stain tests, per AATCC Test Method 175-2008 Stain Resistance Pile Floor Coverings. d) Lessor shall provide 2 percent of product overage, including accent carpet, up to a maximum of 100 sq. yards from the same dye lot for future repairs. E. Ceramic the flooring requirements: 1. Ceramic tile flooring shall have a coefficient of friction of at least 0.6 per ASTM C 1028 (0.8 percent on sloped surfaces steeper than 6 percent). Unless otherwise noted by DGS, provide slip -resistant floor tile with matching wall tile base, and include all inner and outer corner and trim pieces. All adhesives, mastics, and grouts shall be non -toxic and low in volatile organic compound (VOC) emissions and shall be as recommended by the ceramic tile manufacturer. All grout shall be sealed and maintained according to manufacturer's guidelines. F. Resilient flooring requirements: 1. Resilient flooring shall meet ASTM F 1066, FS SS-T-312B, Type IV, Composition 1, Class 2, 12" x 12" having uniform thickness of 1/8" with square true edges of manufacturer's standard color and pattern as selected. Product shall comply with all regulations controlling the use of VOCs. Provide one carton (40 pieces) of additional matching floor tile. 2. Resilient flooring shall have a coefficient of friction of at least 0.6 per ASTM D 2047. it shall be installed in strict accordance with manufacturer's approved installation instructions using the appropriate recommended 100 percent solvent - free adhesive. G. Rubber base requirements: 1. Lessor shall provide and install cove wall base at all carpet and resilient floor finish areas. Wall base shall be extruded rubber cove, 1/8" thick x 4" high complying with ASTM F-1861. The color shall be selected by DGS. 2.2 EXTERIOR WALLS A. Exterior walls, including door and window assemblies, shall be weatherproof. All cracks that allow outside air to penetrate the building's envelope shall be sealed. B. Exterior walls shall be insulated to comply with CCR Title 24. 2.3 INTERIOR WALLS, PARTITIONS AND VESTIBULES A. Walls and partitions shall be ceiling height unless otherwise noted in Exhibit "A" or Division 3'Special Provisions.' Subject to code limitations, those indicated as new partitions may be wood or metal stud with plaster or gypsum wallboard or other construction of equal sound transmission coefficient (STC). Provide a minimum STC 32. 16 Rev. March 2010 80A-626 EXHIBIT 3 EXHIBIT B— OUTLINE SPECIFICATIONS DIVISION 2 Demising walls separating State premises and other building tenants shall extend to the underside of structure above and shall be constructed to achieve an STC 50. B. Walls of equipment rooms, toilet rooms, conference rooms, hearing rooms, quiet rooms, training rooms, interview rooms, employee break rooms, and where otherwise indicated in Exhibit "A," shall be insulated to prevent transmission of sound or vibration. Wall construction shall achieve a minimum rating of STC 50 as set forth in ASTM E 90. C. Furnish and install insulation batts above the finished ceiling on each side of the wall for the entire length of the wall, D. Moisture -resistant wainscot of wall tile or other DGS-approved material shall be installed to all plumbing fixture walls and adjacent walls in the toilet rooms. Wall tile shall be a minimum of 4"x 4" glazed ceramic tile unless otherwise noted in Exhibit A, Wainscot shall extend a minimum of 4'-0" above finished floor, unless noted otherwise, E. Glazed openings in office partitions shall be set in metal frame assemblies and comply with Consumer Product Safety Commission impact -safety standards. 2.4 ROOF AND INSULATION A. Roof shall be weather tight and provided with a suitable drainage system that will effectively dispose of roof water without interfering with the use of premises. B. Roof shall be insulated such that the heat transfer values from roof to occupied areas comply with CCR Title 24. 2.5 CEILINGS A. Ceilings of office areas including reception, private offices, open office areas, corridors, and office storage areas shall have suspended "T" bar systems with acoustical lay -in tiles or other approved material with equivalent acoustical qualities, Ceiling heights shall be a minimum of 9'-0" and a maximum of 12'-0" unless otherwise approved by DGS. B. Where existing "T" bar system with acoustical lay -in tiles are reused, Lessor shall modify ceiling system as necessary to comply with all seismic safety regulations. "T" bar system and ceiling tiles shall be free of all dirt, dust, stains, and damage. Where replacement tiles are installed, all tiles shall be arranged as necessary to provide a uniform appearance in each enclosed space. C. Ceilings shall be a flat plane in each room and shall be suspended and finished as follows unless an alternate equivalent is preapproved by the State: 1. Restrooms and evidence board rooms: Plastered or spackled and taped gypsum board. 2. Offices, conference rooms and open office: Mineral and acoustical tile or lay -in panels with textured or patterned surface and regular edges or an equivalent preapproved by the State. Tiles or panels shall contain a minimum of 30 percent recycled content. 2.6 DOORS A. All interior doors shall be solid -core flush wood doors with wood veneer suitable for stain or paint finish. Doors shall be a minimum dimension of T-0" x T-3" x 1-3/4". B. Doors shall be manufactured per Window & Door Manufacturers Association (WDMA) and Architectural Woodwork Standards (AWS). 17 Rev. March 2019 80A-627 EXHIBIT 3 EXHIBIT B -- OUTLINE SPECIFICATIONS DIVISION 2 C. The formaldehyde emission level of all new doors shall not exceed 20 parts per million. D. Glass vision panels in interior doors and sidelights shall be minimum 114" clear tempered glass set in metal frame assemblies. Fire protective glass assemblies shall be provided where required by code. E. Fire -rated door and frame assemblies shall be installed where noted in Exhibit "A" or as required by code. Doors and frames shall bear Underwriters Laboratory (UL) label for required fire -resistive rating. F. Doors separating conditioned and non -conditioned space shall have weather stripping to effectively limit air infiltration. Adhesive foam -type or felt weather stripping is not acceptable. G. Where indicated on plans, or required by code, a roll -down steel fire shutter bearing a UL 3/4 hour, "C" label shall be provided. Emergency operation shall be by smoke detectors with adjustable time delay, initially set at 45 seconds, H. Where existing door and frame assemblies are reused, Lessor shall patch, repair, adjust, and refinish the assemblies to provide a new -looking appearance. 2.7 DOOR HARDWARE A. Lessor shall provide and install door hardware and related items including keying of looksets necessary for a complete installation and operation of doors, B. All hardware shall be CBC/ADA access compliant, heavy-duty commercial quality equal to Schlage, Von Duprin or Falcon. C. Door hardware shall include (but is not limited to): cylindrical lock and latch sets, door butt hinges, doorstops, push plates, door pulls, closers, and exit devices. D. Hinges for exterior outswing doors shall have non -removable pins. E. Doorstops shall be provided and Installed wherever an opened door or any item of hardware thereon would strike a wall, column, equipment, or other parts of building construction. Doorstops shall be floor -mounted. F. Lessor shall key all keyed locksets as directed by tenant agency and shall provide a minimum of three keys for each lock. G. Metal thresholds and weather strips shall be provided to all exterior doors. Thresholds shall have non -slip abrasive finish. H. Adjustable door closers shall be provided on entrance doors, toilet room doors, vestibule doors, doors with access -control hardware, and where shown on plans, and required by code. I. Metal kick plates that are 10" high shall be provided and installed on the push side of all doors equipped with door closers. 2.8 MILLWORK A. Lessor shall provide and install new millwork as shown and where Indicated in Exhibit "A." B. All millwork shall be manufactured and installed in accordance with the AWS' latest edition for custom grades. Prior to fabrication, Lessor shall submit to DGS shop drawings of all new millwork. 18 Rev. Meroh 2019 EXHIBIT 3 EXHIBIT B — OUTLINE SPECIFICATIONS DIVISION 2 C. Cabinets shall be of sizes and types as indicated in the Exhibit "A." Base cabinets shall have one row of drawers and one adjustable shelf below with concealed hinged doors, unless noted otherwise. Lessor shall provide a 4" toe space at base cabinets. Upper cabinets shall have two rows of adjustable shelves and hinged doors, unless noted otherwise. D. Counter tops shall be finished with plastic laminate or solid surface material. Counter tops shall be self -edged unless otherwise noted. Counter tops with sinks shall be fully formed and have a no -drip edge, and coved splash joint. All counter tops shall have a back and side splash unless otherwise noted. Sinks shall have a sanitary metal rim or be a self -rim stainless steel sink. Other materials may be submitted to the State for approval. E. Shelving units shall be a minimum of 3/4" thick white melamine, per AWS. Cover exposed edges with plastic laminate or hardwood edge bound. F. Face of millwork shall be high-pressure decorative plastic laminate. NEMA LD-3 grades as required by AWS. G. Lessor shall provide cabinet hardware such as (but not limited to): concealed hinges, pulls, catches, shelf rests, standards and brackets, and drawer slides. All hardware shall comply with ANSI A 156.9-01 and Builders Hardware Manufacturers Association. H. All millwork shall be installed in accordance with all seismic safety requirements of the code. I. Base cabinets containing sinks shall be CBC/ADA access compliant. Unless otherwise noted, Lessor shall provide cabinet doors with attached toe kicks with rubber base to conceal clear space below. 2.9 GYPSUM BOARD FINISH/PAINTINGM/ALL COVERING/SEALANTS A. Gypsum board finish shall be a smooth, blemish -free, level finish and free of tool marks and ridges. Heavily textured wall surfaces are not acceptable. B. Water -based paints shall not be formulated with aromatic hydrocarbons, formaldehyde, halogenated solvents, mercury or mercury compounds, or tinted with pigments of lead, cadmium, chromium VI, antimony and their oxides. All architectural paints and coatings shall comply with VOC limits of the California Green Standards Code unless more stringent local limits apply. C. All wall texture and paint colors shall be selected and/or approved by DGS. D. New surfaces: 1. New partitions without factory finish shall be painted with one coat of primer/sealer and two finish coats of premium quality latex, eggshell paint. Flat paint is not acceptable. 2. Break rooms, toilet rooms, and janitorial closets shall be painted with semi -gloss enamel paint. 3, Paint -grade doors and trim shall be latex semi -gloss enamel paint. 4. Stained or natural finish wood shall be finished with sealer and two coats lacquer. They shall be finished using non -toxic, water -based urethanes or similar environmentally sensitive products. E. Existing surfaces: 19 Rev, March 2019 80A-629 EXHIBIT 3 EXHIBIT B — OUTLINE SPECIFICATIONS DIVISION 2 1. Interior walls and plaster or gypsum board ceilings shall be finished In latex eggshell paint. 2. Heavy textured walls shall be sanded smooth and prepared for a new paint finish. 3. Existing wall coverings shall be removed (unless otherwise noted), wall surface shall be prepared, and receive a new paint finish. 4. Doors and frames shall be refinished to provide a new -looking appearance. 5. HVAC registers and grilles shall be in a newly painted condition. In the event the registers are in poor condition; registers shall be replaced by the Lessor. 6. Stained or natural finished wood shall be refinished with sealer and lacquer. 7. Metal toilet stall partitions shall be repainted using electrostatic paint process. F. Where alteration work occurs, new painted surfaces shall extend to the natural break. G. Where wall covering is specified, the product shall be "breathable" to prevent mold and bacteria development. All adhesives (Including but not limited to adhesives for carpet, carpet tile, plastic laminate, wall coverings, adhesives for wood, or sealants) shall meet the VCC content limit specified in CalGreen Sections 4.504.2,1-4.504.2.4 and 5.504.4.1- 5.504.4.3. H. Interior sealants shall not contain mercury, butyl rubber, neoprene, styrene butadiene rubber (SBR), nitride, aromatic solvents (organic solvent with a benzene ring in its molecular structure), fibrous talc or asbestos, formaldehyde, halogenated solvents, lead, cadmium, hexavalent chromium, or their components. 2.10 BUILDING SPECIALTIES A. Toilet room partitions and accessories: In addition to any code -required toilet room accessories, Lessor shall furnish, install, maintain, and replenish where appropriate, the following accessories: 1. Coln -operated sanitary. napkin dispenser (one per women's toilet room) 2. Folding utility shelf and coat hook (one per toilet stall) 3. Mirror with metal frame assembly (one per lavatory, two or more lavatories may have one continuous mirror) 4. Paper towel dispensers (one per every two lavatories) 5. Sanitary napkin waste receptacle (one per women's toilet stall) 6. Soap dispensers (one per lavatory) 7. Toilet paper dispenser, continuous toilet -paper flow, capable of holding two rolls (one per toilet stall) B. Toilet seat -cover dispenser (one per toilet stall) 9. Trash receptacles (one per toilet room) All accessories shall be constructed of stainless steel and exposed surfaces shall have satin finish. 1. Toilet room partitions: 2. New toilet stall partitions shall match building standard. 3. Lessor shall furnish and install privacy screens at all urinal locations — screens shall match toilet partitions. B. Paper towel and soap dispensers: 20 Rev. March 2019 80A-630 EXHIBIT 3 EXHIBIT B -- OUTLINE SPECIFICATIONS DIVISION 2 1. Where sinks and lavatories are provided for State's exclusive use, Lessor shall provide, install, and replenish paper towel and soap dispensers. Dispensers shall be constructed of stainless steel and exposed surfaces shall have satin finish. Locations shall include but are not limited to: break rooms, coffee bars, labs, work area, etc. C. Window treatment: Lessor shall provide and Install horizontal or vertical window blinds or other DGS- approved device for privacy to all windows and interior glazed openings, including interior door sidelights. At sun -exposed areas, Lessor shall provide and install solar screens, reflective glass coatings, reflective glass panes, or other State- and Lessor -approved device for sun control. D. Knox Box: 1. Where State occupies an entire building, Lessor shall furnish and install a Knox Box near building entrance as directed by Fire Department. E. Signage: 1. Lessor shall provide and install room identification signage for all rooms. 2. Lessor shall verify signage content, room number designation, and submit mockups of signage types to DGS for review and approval prior to fabrication. 3. All signage located within the State's premises shall be tactile identification signage with raised letters and raised numbers between 5/8" and 2" high with a width -to -height ratio of between 3:5 and 1:1 and a stroke width -to -height ratio between 1:5 and 1:10. Letters shall be raised 1/32" above the background, sans -serif uppercase characters. Signage shall be installed per current code. Signage for all private offices shall have a clear X4, high x 6" wide x 1116" thick non -glare lens slide -out. a) Characters and background of signage shall be eggshell, matte, or other non -glare finish. b) Characters shall contrast with their background. 4. Grade 2 California braille dots shall be raised 1/40" above the background, Braille shall be 1/101h inch on center within each cell and 2110t' inch between cells. Braille dots shall be domed or rounded. 5. In addition to room identification signage, Lessor shall provide and install tactile exit signs and tactile exit route.signs. Where signs are mounted on glass, such as but not limited to sidelights, furnish and install a blank of equal material, width, height, and background color to the opposite side of said glass. 6. State of California identification: a) On or near the suite entrance door, the words "STATE OF CALIFORNIA" shall be installed, and shall indicate the name of the State tenant/department/agency and suite numbers and shall include braille and tactile text and numbering. b) Signage shall be building standard and subject to approval by the State. Painted or pressure -sensitive vinyl letters are not acceptable. Provide agency identification in the building directory, where available. 7. Lessor shall provide "maximum occupancy" signage on the wall above or near the entry door for all conference, meeting, lunch, auditorium and assembly rooms. 21 Rev. March 201A 80A-631 EXHIBIT 3 EXHIBIT B — OUTLINE SPECIFICATIONS DIVISION 2 B. Exterior signs (applicable only if building is totally occupied by the State): Lessor shall provide and install exterior signs. Letters shall be of cast aluminum alloy, bronze, black anodized finish or dimensional plastic. Submit samples to DGS for approval. The words "STATE OF CALIFORNIA" and the name of the occupying department, and street address shall be in scale with the building elevation. a) Lessor shall be solely responsible for any additional permits and fees. F. Assistive listening devices: 1. Lessor shall provide an assistive listening device system for all meeting, conference, quiet, assembly, and gathering rooms. The system shall comply with all accessibility requirements. Occupant load less than 50: a) One portable system per floor can be shared between rooms with occupant loads less than 50. The system shall be designed to accommodate the largest room size that is being shared. The portable, wireless FM -based system shall include high output acoustic headset(s) such as the Centrum Motive PFM 360 (or current model) with disposable ear plugs, neck-loop(s), conference microphones and a lockable chargerlaccessory carry case large enough to hold all equipment. The system shall be hearing aid compatible. Lessor shall provide signage at reception area indicating that the device is available. Occupant load of 50 or more: b) Rooms with more than a 50-person occupant load and fixed seating must have a fixed assistive listing device system for 4 percent of the total number of seats in these rooms, but not less than two seats. Lessor shall provide signage inside each room and in the common hallway and/or corridor indicating that the device is available. G. Modular systems furniture (MSF): 1. The State may elect to furnish and install MSF in lieu of traditional office furniture. MSF may be comprised of any combination of freestanding partition panels, panel - supported work surfaces, files, components, and access raceways. Where the State elects to install MSF as described above, Lessor, at Lessor's sole cost and expense, shall perform the following: c) Obtain any required permits from the local jurisdiction. d) Provide electrical engineering and installation of all wiring systems and components as necessary or required from the building's electrical system to the MSF for a complete and fully operational system, e) Provide a minimum of four 20-amp circuits to each base feed and/or power pole feed. Each base feed or power pole shall serve a maximum of four workstations. f) Coordinate electrical junction box locations with State -furnished MSF plans. See Division 3 Special Provisions for MSF wiring diagram. g) Install voice and data communication cabling from the data communication closet to the final point of termination at the MSF panel. h) Cut and assemble the supplied power pole to the appropriate length, insert pole into top trim of panel, align the pole true and plumb, seismically brace pole, cutting the correct size hole in the ceiling tile, routing the electrical and data conduit 22 Rev. March 2019 80A-632 EXHIBIT 3 EXHIBIT B — OUTLINE SPECIFICATIONS DIVISION 2 through the pole, and installing the ceiling escutcheon plate to complete the pole installation. 1) Coordinate the installation of new wall -mounted equipment to prevent interference with the MSF, such as electrical panels, lighting control switching, thermostats, and fire extinguisher cabinets. J) Relocate any existing wall -mounted equipment as required to accommodate MSF. k) State or Its representative shall provide MSF layout drawing(s) to Lessor for use in the preparation of construction documents unless otherwise noted. 1) State shall complete all procurement procedures for purchase of MSF unless otherwise noted. m) In the event that the Lessor fails to complete the required construction, improvements, and/or alterations prior to the scheduled MSF delivery date, Lessor, at Lessor's sole cost and expense, shall be responsible for all additional shipping, handling, and storage fees, including any "overtime" labor costs. n) Where the State utilizes MSF, and the existing floor coverings are to be replaced as defined in the lease exhibits, Lessor, at Lessor's sole cost and expense, shall lift the existing MSF and disconnect as necessary all power, voice, and data cabling. The MSF shall be lifted using an MSF Ziff system as recommended by the MSF manufacturer. Upon completion of the installation of floor coverings, Lessor shall reconnect all power, voice, and data cabling and lower the MSF into place. Lessor shall realign and adjust the MSF to its original location and condition. Prior to lifting or moving the MSF, Lessor shall perform an inspection with State representatives and contractor to observe and document the condition of the MSF. In the event the MSF is damaged during the performance of any tenant improvement work, Lessor, at Lessor's sole cost and expense, shall repair and/or replace the MSF with approved equal product. MSF manufacturer's authorized installers shall perform all repair work. H. Flagpoles: 1. Where State is the sole or major tenant of the building (occupying more than 50 percent of the available space), the United States flag and California state flag shall be prominently displayed upon or in front of the building or grounds in conformance with all flag displaying protocols and etiquettes. o) Lessor shall furnish and install the flagpole and flags. p) Freestanding flagpole shall extend 30' above grade. q) Flagpoles mounted to building shall extend 14' above building parapet. r) Flagpoles shall be equipped with lockable halyard box. s) Flagpole and halyard shall be CBC/ADA access compliant. t) Flags shall be in scale with building and flagpole. u) Lessor shall provide automatic lighting for nighttime illumination. 2.11 LANDSCAPING Where State Is the sole tenant of the building: A. Landscape management practices shall prevent pollution by: 1, Employing practices which avoid or minimize the need for fertilizers and pesticides. 23 Rev. March 2019 80A-633 EXHIBIT 3 EXHIBIT B — OUTLINE SPECIFICATIONS DIVISION 2 2. Prohibiting the use of 2.4-Dichlorophenoxyacetic Acid (2.4-D), herbicide and organophosphates. 3. Composting/recycling all yard waste, B. The Lessor shall use landscaping products with recycled content as required by EPA. C. If the Lessor satisfies performance of this Lease by new construction, and where conditions permit, the site shall be landscaped with plants that are native or of low water use and are non-invasive to the area. D. Lessor should design landscape to survive a drought with reclaimed water whenever possible. Lessor shall maintain and design landscape to: 1. Protect high priority landscape elements, such as trees. 2. Protect all slopes from erosion. 3. Convert conventional spray heads or rotors to drip and/or low -precipitation rate nozzles. 4. Minimum three-inch layer of mulch applied on all exposed soil surfaces or planting areas. E. During a declared drought, Lessor shall water low -priority landscapes only to the extent required to control dust and erosion. Trees in lawn areas that provide shade to buildings are high priority. Lessor shall add drip Irrigation around the drip line of the tree, or water slowly and deeply with a trickling hose. Lawns should not be fertilized. F. Installation of irrigation sub -meters, flow meters, master valves and smart irrigation controllers are recommended. Overhead irrigation shall be scheduled between 8:00 p.m. and 10:00 a.m. 2.12 PLUMBING A. Lessors ' hall furnish and install plumbing fixtures in quantity and type as shown in Exhibit "A" and as rquired by code. Where State occupies multiple floors, Lessor shall provide accessible toilet rooms on each floor. Lessor shall provide one or more drinking fountains within close proximity to office quarters or as indicated on plan. Drinking fountains shall be CSC/ADA access compliant. B. For new installations and whenever plumbing fixtures are being replaced (replacement per floor is required prior to Lease commencement In all instances of nonconformance where the State occupies the full floor): 1. Water closets must conform to U.S. Environmental Protection Agency (EPA) WaterSense, or fixtures with equivalent flush volumes must be utilized. 2. Urinals must conform to EPA WaterSense, or fixtures with equivalent flush volumes must be utilized. Waterless urinals are acceptable. 3. Faucets must conform to EPA WaterSense, or fixtures with equivalent flow rates must be utilized. C. Lessor shall provide hot and cold water at each lavatory and sink. Domestic water heaters shall be located not more than 25 feet from furthest point of use unless a hot water recirculation or other temperature maintenance system is provided. Water heaters shall initially deliver water at 110' F. 24 Rev, March 2019 80A-634 EXHIBIT 3 EXHIBIT B — OUTLINE SPECIFICATIONS DIVISION 2 D. Where new toilet rooms, locker rooms with showers and shower rooms are provided and where shown on plans, Lessor shall provide floor drains. E. Domestic water supply systems shall be constructed with copper piping and tubing. Soldered connections on water supply lines shall use ASTM B 32, Tin Antimony solder. Lead solder is not permitted, 2,13 HEATING, VENTILATING AND AIR CONDITIONING A. lessor shall provide a climate control system consisting of a fully automatic heating, ventilating, and air conditioning system capable of providing conditioned air continuously during occupied hours to the premises. 1. The HVAC system shall be designed and capable of maintaining the following temperatures in all occupied areas: Design criteria Winter: 76° F Summer: 72' F Ooeratina criteria Winter: 68° F Summer: 78° F B. Lessor shall provide and install thermostats with automatic changeover from heating to cooling. Thermostats shall have dead -band with adjustable range where no heating or cooling Is activated. The temperature range of the thermostats shall be minimum 55' F to 85° F. Thermostats shall be cleaned, calibrated, and initially adjusted to 68' F maximum for heating and 780 F minimum for cooling. Thermostats shall be located within each zone. In multi -tenant buildings, thermostats shall not be shared with other building tenants. C. Lessor shall furnish and install lockable, tamperproof covers to all thermostats within the leased premises. D. Lessor shall furnish and install a dedicated air conditioning system with separate thermostats for the computer room, telecommunication room, server room, and other similar spaces. The system shall be capable of providing conditioned air 24 hours per day, seven days a week. The operating temperature shall comply with the telecommunication equipment manufacturer specifications. E. Lessor shall submit detailed heating and cooling calculations, Title 24 compliance information, equipment selection data, and "as -built" mechanical drawings to DGS upon request. F. The cooling load for conference rooms, quiet rooms, hearing rooms, public lobbies, waiting rooms, and employee break rooms shall be based on occupancy of 15 square feet per person. Cooling load for all other areas shall be based on occupancy of 100 square feet per person. G. Systems shall be zoned for each building exposure and for interior zones where appropriate, Each zone shall be of a size and shape to ensure even air distribution and temperature control throughout the leased premises. Each conference room, quiet room, hearing room, public lobby, waiting room, and employee break room shall be zoned separately. H. In multi -tenant buildings, HVAC zones shall not be shared with other building tenants. 25 Rev. March 2019 80A-635 EXHIBIT 3 EXHIBIT B— OUTLINE SPECIFICATIONS DIVISION 2 I. All fan systems supplying 2,000 cfm and above shall be equipped with an economizer system that will use outdoor air up to 100 percent of fan capacity for cooling of the premises. Operation of the economizer cycle shall be controlled by outside dry bulb air temperature. J. All lunch rooms and break rooms with microwave ovens or other food -heating appliances shall include a general exhaust fan. K. Toilet rooms shall be provided with a mechanical exhaust system providing a minimum of 15 air changes per hour. Replacement air shall be supplied directly or indirectly from the building system. Individual supply ducts or sound -lined transfer ducts are acceptable. Each exhaust fan shall be interlocked with the associated HVAC unit supply fan serving the room. Exhaust air shall be ducted to the building exterior. L. Ductwork construction and installation shall conform to the appropriate Sheet Metal and Air Conditioning Contractors' National Association, Inc. (SMACNA) low -velocity or high -velocity duct construction standards. Ductwork shall be concealed or aesthetically compatible with the architectural design of the interior space. Individual supply and return air outlets and ductwork shall be provided in each enclosed area. Undercutting of doors, door grilles, or jumper ducts is not acceptable. Return air shall be conducted through registers connected to ductwork or plenum above ceilings, except as otherwise approved by the State. M. Air distribution system shall be equipped with air volume controls and shall be capable of draftless operation at an acceptable noise level while handling the design flow of air. The acceptable noise level shall comply with ASHRAE Handbook - HVAC Applications. N. The complete HVAC system shall be checked, adjusted, and balanced. The air balance report shall be submitted to the State upon project completion. O. Lessor shall provide vibration Isolation supports for all mechanical equipment, piping, and ductwork to prevent transmission of vibration to building structure. P. Where the heating design of outdoor temperature is below 35° F, Lessor shall provide one winter night setback thermostat for each HVAC system. The thermostat shall cycle the heating system to maintain 550 F. Q. Lessor shall provide automatic -control time clocks (7-day-programmable) or energy management systems (microprocessors) to allow the shutoff and startup of the HVAC equipment according to the State's occupancy schedule. State shall determine maximum daily hours of operation. Lessor shall provide one -hour bypass timers for each HVAC system for after-hours operation. R. Indirect evaporative cooling, desiccant dehumidification, and passive solar design measures are acceptable when approved by DGS. 2.14 ENERGY AND ELECTRICAL A. Energy efficiency and conservation 1. Reporting Requirement Where the State is the sole tenant: B. General electrical requirements: 26 Rev. March 201E 80A-636 EXHIBIT 3 EXHIBIT B — OUTLINE SPECIFICATIONS DIVISION 2 1. Lessor shall provide electrical engineering and installation of all transformers, main switchboard, subpanels, branch circuits, wiring devices, electrical switching, energy management systems, lighting, receptacles, and control equipment for HVAC systems. 2. Service and metering equipment shall be in accordance with utility company requirements. An Electrical Arc -Flash Hazard Analysis and Short -Circuit and Protective Device Coordination Study shall be performed based on the available fault current from the utility system and contribution from the facilities' motors. Electrical equipment warning labels shall be provided based upon the available arc hazard energy at each piece of electrical equipment. Labels shall comply with the requirements of the California Electrical Code and NFPA 70E. 3. Where electrical service panels are Installed to provide service to State premises, Lessor shall provide and Install panels with a minimum of 20 percent more circuit capacity than the Lessor's calculated load total. 4. The electrical panels serving the State's premises shall be accessible from the building core or from within the State's quarters. The location of the panels shall be coordinated and approved by DGS priorto installation. 5. All appliances and all energy -consuming devices shall be Energy Star certified by the U.S. EPA. C. Power requirements: 1. Duplex convenience outlets shall be 20A, 125V, three -wire grounding type provided in quantities indicated on the Exhibit "A." Lessor shall provide a minimum of two convenience outlets in each private office. 2. Electrical/data/telephone outlet heights: a) Existing receptacles may remain at 12" above finished floor. New receptacles shall be installed at 15" above finished floor or as noted on plans. 3. Lessor shall furnish and install all special use outlets, dedicated circuits, and isolated ground convenience outlets for copy machines, electronic communications equipment, and where noted on plan. a) Dedicated circuits shall have individual ungrounded circuit conductors from each device to panel board circuit breaker and individual grounded circuit conductors from each device to the neutral bus located in the panel board. Equipment grounding conductors shall be connected to the grounding electrode system through a ground bus located in the panel board. D. General lighting requirements: 1. Lighting design guidelines: a) Lighting shall comply with the design guidelines of the current edition of the IESNA Lighting Handbook, 27 Rev, March 2019 80A-637 EXHIBIT 3 EXHIBIT B— OUTLINE SPECIFICATIONS DIVISION 2 2. Where existing light fixtures are reused, Lessor shall modify fixtures as necessary to comply with all seismic guidelines. Lessor shall thoroughly clean fixture housings, lamps, and fixture lenses. All lenses shall be free of damage and discoloration. There shall be no visual discrepancy between existing lamp color temperature and new lamp color temperature in each enclosed space. Lessor shall replace incandescent lamp fixtures with new high efficiency lamp fixtures where applicable. 3. Premises shall have sufficient light fixtures properly spaced and be capable of providing the recommended levels of illumination Indicated in the following table. a) Minimum lighting levels: FOOTCANDLES: ............. ..........._......... 40 10-30 911 areas I b cottee counters su Lunchrooms/break rooms._......_......._............:...._.._............_.._......_..._..._.30......,.,_.................. Warehouse 10 4. Minimum requirements for new or replacement linear fluorescent lighting systems: a) Minimum Color Rendering Index (CRP of 70 b) Option of common Color Temperature lamps (CCT) (30001 K through 4100° K) c) Minimum power factor of 90 percent d) Minimum system efficacy of 90 lumens per watt e) High frequency electronic ballast f) Maximum Total Harmonic Distortion (THD) of 20 percent g) Minimum lamp life of 20,000 hours 5. Minimum requirements for compact fluorescent lighting systems: a) Minimum Color Rendering Index (CRI) of 75 percent b) Option of common Color Temperature lamps (CCT) (27000 K through 4100- K) o) Minimum power factor of 90 percent d) Minimum system efficacy of 60 lumens per watt e) Electronic ballast 28 Rev. March 2010 EXHIBIT 3 EXHIBIT B — OUTLINE SPECIFICATIONS DIVISION 2 f) Maximum Total Harmonic Distortion (THD) of 20 percent g) Minimum lamp life of 10,000 hours Minimum requirements for LED lighting systems a) Minimum Color Rendering Index (CRI) of 80 b) c) d) e) f) g) Option of common Color Temperature lamps (CCT) (30000 K through 4100° K) Minimum power factor of 90 percent Minimum system efficacy of 90 lumens per watt Internal LED Driver Lamps capable of being dimmed from lighting output Minimum lamp life of 50,000 hours 100 percent to 0 percent of maximum 7. Pairs of one -lamp or three -lamp recessed fluorescent luminaries and continuous mounted fluorescents that are (1) on the same switch control, (2) in the same area, (3) within 10 feet of each other in accessible ceiling spaces; and (4) do not use electronic ballasts, shall be tandem wired and shall not use single lamp ballasts. 8. Where required, lighting panel switches, Including exterior lighting, shall have a two - schedule, programmable, seven-day with holiday setting, battery -backup time clock. Time clock operation shall have manual override with a two-hour bypass. Override shall be accessible to the tenant. 9. Where exterior illumination is required, Lessor shall provide and install exterior solid- state luminaires that are designed for and exclusively use LED lamp technology. Luminaires shall include integrated controls and the required Backlight, Uptight, and Glare (BUG) ratings based on the Lighting Zone the luminaires are in for accent light and outdoor building security lighting. All building entrances shall be illuminated. E. Communication equipment requirements: 1. Lessor shall provide and install all conduits and telephone service cabling from the building's main point of entry to the tenant agency's Telecommunication closet. 2. Lessor shall furnish and install telephone terminal backboard. Backboard shall be 4' x 8' x %" thick, fire -retardant plywood, and painted per code to match adjacent surfaces. 3. Lessor shall furnish and install termination blocks, cable management hardware, and terminate and label all cables at both ends. 4. Lessor shall provide and Install all components as required by the telephone service provider's requirements. 5. Unless otherwise noted, Lessor shall furnish and install a complete structured cabling system from the tenant agency's telecommunication closet to the final point of termination. Lessor shall provide all components such as (but not limited to): cabling, cable labels, cable trays, cable management hardware, patch panels, cross connects, patch cords, faceplate, jacks, wall outlets and MSF workstation outlets, as necessary or required for a complete and operational system. 6. Lessor shall provide and install all conduit and outlet boxes with pull -wire. 7. The system shall be tested pursuant to and meet ANSI/TIA/EIA standards. 8. BICSI Certified cabling installers shall perform all work, and shall comply with all ANSI/TIA/EIA cabling standards. 0M' Rev. March 2019 80A-639 EXHIBIT 3 EXHIBIT B — OUTLINE SPECIFICATIONS DIVISION 2 9. The system shall comply with the requirements of the tenant agency's specifications. 10,The State shall not be required to remove any communication equipment and/or cabling described herein either during the lease term or upon termination of this lease, 2.16 PARKING AND PAVING A. Parking areas and access from the public way shall be paved. Each parking stall shall have individual, unobstructed access. All stalls shall be marked with 4" wide painted stripes using white traffic -grade paint. Traffic areas shall have appropriate painted directional arrows and any other graphics noted on Exhibit "A." Lessor shall furnish and install appropriate signage as required by local jurisdiction. 1. In the event that the State requests exclusive and/or secure parking all spaces shall be full size parking stalls. B. Pavement at existing parking areas shall be free of holes, patches, divots or badly weathered surface conditions. If new material is used, the existing asphalt shall be ground and used for fill in the parking area. END OF DIVISION 2 OR Rev, March 2919 L46 1 � • � 1 X/:11190 EXHIBIT B — OUTLINE SPECIFICATIONS DIVISION 3 DIVISION 3-SPECIAL. PROVISIONS The following Special Provisions supplement the requirements specified In Divisions 1 and 2. Where Division 3 requirements conflict with Divisions 1 and 2, Division 3 supersedes those requirements. There are NO SPECIAL PROVISIONS for this Project. END OF DIVISION 3 31 Rev. March 2019 80A-641 EXHIBIT 3 EXHBIIT B — OUTLINE SPECIFICATIONS DIVISION 4 DIVISION 4-TECHNICAL REQUIREMENTS The following Technical Requirements supplement the requirements specified in Divisions 1 and 2. Where Division 4 requirements conflict with Divisions 1 and 2; Division 4 supersedes those requirements. There are NO TECHNICAL REQUIREMENTS for this Project. END OF DIVISION 4 32 Rev. March 2019 80A-642 EXHIBIT 3 GAI.IFORNIA DEPARTMENT; )OF GENERAL ZE} tl€ Eva Governor Gavin Newsom EXHIBIT'C' ^ ADMINISTRATIVE REQUIREMENTS PROJECT: OFFICE QUARTERS PROJECT NO.: 142056 AGENCY: Employment Development LEASE NO.: 6976-001 Department LOCATION: 801 W. Civic Center Drive DATE: 3.19.2019 Santa Ana, CA 92701 TITLE PAGE DIVISION 1 AUTHORITY AND POLICY REQUIREMENTS 1.00 GENERAL -AUTHORITY & POLICIES REQUIREMENTS OF LEASED FACILITIES 2 1.01 STATE FIRE MARSHAL AUTHORITY 2 1.02 ACCESS COMPLIANCE AUTHORITY 2-3 DIVISION 2 STATE FIRE MARSHAL PROCEDURE 2.00 RESD LEASE EXHIBIT 4 2.01 CONSTRUCTION DOCUMENTS 4 2,02 PLAN REVIEW AND APPROVAL 4 2.03 CONSTRUCTION INSPECTION 5 DIVISION 3 CIBC/ADA ACCESS COMPLIANCE PROCEDURE 3.00 GENERAL 6 3.01 FEE REQUIREMENT 6 3,02 DETERMINATION OF FACILITY GROUP TYPE 6 3.03 GROUP I, FACILITY PROCEDURE 6 3.04 GROUP II, FACILITY PROCEDURE 8 DIVISION 4 REFERENCE FORMS 4.00 NOT USED 4.01 SAMPLE SFM TRIAGE DEFICIENCY LIST 10 4,02 NOT USED - FORM C 12 4.03 NOT USED - FORM D 12 4.04 CBC/ADA ACCESS COMPLIANCE FEE CALCULATION - FORM E 13 4.05 CALIFORNIA DVBE PROGRAM CERTIFICATION SHEET— FORM F 14 4.06 VERIFIED REPORT -FORM G 15 PROJECT CONTACT; Carrie Gordon PHONE: 916.375.4169 EMAIL: carrie.gordon@dgs.ca.gov Confirmation Statement [Ave have read this Exhibit 'C' Administrative Requirements and understand It Is Incorporated Into, and Is part of, this lease. I/we have acknowledged each and every page by placing my/our initials on this cover sheet Initials State of California I Government Operations Agency Real Estate Services Division I Assat Management Branch I Real Estate Leasing and Planning Section 707 3rd Street, 5th Floor I West Sacramento, CA 056051 t 916.375,4099 (Rev-3119) 80A-643 EXHIBIT 3 DIVISION 1 — AUTHORITY AND POLICY REQUIREMENTS LOOGENERAL A. The State of California and Its governing agencies have mandated that the Department of General Services (DGS), Real Estate Services Division (RESD) adhere to all regulations, policies and state statutes for all state agencies leasing private sector building space. B. This Exhibit 'C' document Is a binding part of the lease document and shall function with Exhibits'A' and'B'. C. The forms contained in Division 4 are for the Lessor's reference. A separate Lessor's forms packet will be provided by RESD for the Lessor's use. The forms contained in the "Lessor's Packet" are to be used by the Lessor to accomplish the processes required by this document. D. Federal Americans with Disabilities Act (ADA) and California Building Code (Title 24) accessibility requirements are combined and noted hereafter as CBCIADA. E. Abbreviations: State Fire Marshal (SFM), Division of the State Architect (DSA), Real Estate Services Division (RESD). 1.01 STATE FIRE MARSHAL AUTHORITY A. Section 13108 of the California State Health and Safety Code gives the State Fire Marshal (SFM) authority for enforcement of fire protection regulations for State owned and State occupied leased buildings or premises. This authority encompasses both plan review and construction inspections of all leased facilities. B. If at any time during the Design, Construction Document Review, or Construction Inspection processes, a conflict arises between the State and local authorities, the Lessor/architect will compile all pertinent information and present the situation through the RESD Space Planner to the SFM. The SFM has final authority in the determination of compliance and will take the lead in the resolution of problems or suitable interpretation of code. C. For projects with no alterations (a change, addition or modification in construction, change in occupancy or use, or repair to an existing building or facility. Including, but not limited to remodeling, renovation, rehabilitation, reconstruction, rearrangement in the plan configuration of walls and full -height partitions), the Lessor is not required to submit construction documents to the SFM. D. Per CBC 111.1: No building or structure shall be used or occupied until the building official has issued a certificate of occupancy. 1 A2ACCESS COMPLIANCE AUTHORITY A. California law incorporates the Americans with Disabilities Act requirements. California Government Code provides that buildings shall be made accessible to, and usable by, persons with disabilities, whether they are leased, rented, contracted, sublet, or hired by any municipal, county, or State divisions of government, or special district. California Building Standards Code defines that all State facilities shall meet the federal Architectural Barriers Acts. B. These statutes, in addition to the California Building Code, Title 24, generate the need for a standard process to ensure access compliance with respect to State leased facilities. (Rev3HB) ' 1 I EXHIBIT 3 DIVISION 1 — AUTHORITY AND POLICY REQUIREMENTS C. The Division of the State Architect (DSA) is charged with the responsibility of ensuring compliance with the above standards. D. If at any time during the Design, Construction Document Review, or Construction Inspection processes, a conflict arises between the State and local authorities, the Lessor/architect will compile all pertinent information and present the situation to the RESD Space Planner, E. The DSA has delegated a component of the access compliance responsibility to RESD for leased facilities. Conforming to DSA delegation, RESD Is requiring the Lessor to ensure compliance by utilizing one of the two procedures defined in this document. Refer to Division 3 (below) for specific requirements and procedures. F. Public right- of- way access is required for all State leased facilities. If the existing conditions do not meet the required codes and regulations, the design professional (Lessor's architect) must demonstrate and document a diligent effort to request that the authority (having control) over the public right- of- way, makes the necessary modifications to secure right-of-way access. All correspondence shall be documented and provided to the RESD Space Planner for the project file. End of Authority and Policy Requirements (Rev-3/19) 80A-645 EXHIBIT 3 DIVISION 2 — STATE FIRE MARSHAL PROCEDURE 2.00 RESD LEASE EXHIBIT `A' A. Prior to the lease execution, the RESD Space Planner is responsible for the development and submittal of the lease Exhibit'A' space plan(s) to the SFM for a design consultation review and approval. The approved Exhibit'A' plan(s) will reflect the design concept for the proposed lease within the configuration of the existing building shell. If RESD elects to use a narrative Facilities Design Program (FDP) in place of the Space Plan, the SFM review and approval will follow lease execution and development of preliminary architectural drawings by the Lessor. 2.01 CONSTRUCTION DRAWINGS A. The Exhibit'A' Plan orthe Exhibit'A' FDP are design development guidelines only. Lessor, at Lessor's sole cost and expense, shall provide all required construction documents and calculations necessary to obtain a building permit from the local Building Department and to construct the improvements as indicated. The use of Exhibit'A' Plan in lieu of construction documents is not acceptable to the State. 2.02 PLAN REVIEW AND APPROVAL A. The Lessor's architect is required to submit the construction documents to the SFM for plan review and approval prior to construction. Lessor's architect shall use the Sample SFM Plan submittal checklist Triage List (Form B) in development of construction documents. All specific technical elements of the construction such as fire alarm and smoke detection systems, fire sprinklers, construction details of fire assemblies, etc. shall be included with the construction documents. For projects with no alterations, the Lessor is not required to submit construction documents to the SFM. B. The RESD space planner will provide a username and password to be used to access the SFM GOVmotus wabsite. No other party shall set up the username and password other than the RESD Space Planner. The SFM GOVmotus website must be used for all plan review submittals, plan check responses and inspection requests throughout the course of the project, all future alterations during the term of the lease will require a new/separate username and password. C. The RESD space planner will fill out the State information on the website Permit Application. The Lessor's architect shall complete the Permit application form and plan submittal checklist online. The Lessor's architect shall also submit hardcopies of all permit documents either by mail or in person to the SFM's office in Sacramento. There is no fee for the Lessor associated with the SFM review process. Other pertinent information can be found on the SFM web site at: https://ca If Ire. govmotus.org (Rew3Me) .e I N • • L=1:1113��3 I�]►��E-y[•]�F�'�r.��yr:7:�rf:€3:11�7cria�1gT D. A copy of the Permit Application form and all submittals shall be sent to: Office of State Fire Marshal, Fire and Life Safety 2251 Harvard Street Sacramento, California, 95815 Contact telephone: (916)445-8550. This form must be filled out completely, Including all Applicant and Building Contractor information. Plan review time is typically 6 to 8 weeks; however, the architect shall verify the estimated review time for this project review at submittal. The architect shall make the necessary adjustments to the overall project schedule accordingly. E. The construction documents will be returned to the address shown under Applicant Information, on the Permit Application and will be accompanied by either a SFM Plan Review Approval or a SFM Plan Review Transmittal with a list of deficiencies. Upon completion of plan review, the Lessor/architect shall provide a copy of the SFM Plan Review Approval letter to the RESD Space Planner, 2.03 CONSTRUCTION INSPECTION A. The regional SFM office will inspect and approve the construction in the State leased building. There are two fire life safety regions; North and South. The final SFM approved construction documents will include all inspection contact Information and will be emailed via the GOVmotus website to the Lessor. To request a SFM inspection for your site; provide a minimum of 24 to 48 hour notice prior to the inspection date. The inspections must be requested on the GOVmotus website. The Lessor, architect, or contractor shall be responsible for logging into the GOVmotus website and requesting inspections. B. After completion of each successive SFM construction inspection, any deficiencies shall be recorded on the SFM Fire Safety Correction Notice by the SFM assigned Deputy and emailed to the Lessor by the SFM. A copy of the inspection notice will be immediately available on the GOVmotus wsbsite, This form is to be signed by a Lessor's representative on site. Final approval by the Deputy SFM is recorded on this document and a SFM Certificate of Occupancy is then issued. The Lessor or Lessors contractor shall send a copy to the RESD Space Planner. End of SFM Process (Rev-9/99) 80A-647 EXHIBIT 3 DIVISION 3 — CBC/ADA ACCESS COMPLIANCE PROCEDURE 3.00 GENERAL A, To comply with the accessibility requirements and ensure that the facility has complied with all accessibility codes and regulations, the Lessor is required to complete one of the two processes defined below. In each case the RESD Space Planner will remain the primary contact. The facilities are categorized according to size as either Group I or Group II projects. Each category has specific requirements as defined. Group I projects are submitted to RESD and Group II facilities are submitted to DSA for plan review and approval, The Lessor is required to follow the procedure of the applicable process and is responsible for the associated costs. 3.01 FEE REQUIREMENT A. The Lessor is required to submit the project fee to RESD for Group I or directly to the DSA regional office for Group II facilities. The RESD Space Planner will calculate the required fee using the CBC/ADA Access Compliance Fee Calculation Form E (attached) and include this in the Exhibit C lease document. 3.02 DETERMINATION OF FACILITY GROUP A. The group is determined by the category and the size of the State's net usable leased area. The respective administrative process is defined in the following Sections 3.03 (Group 1) and 3.04 (Group II). The Group Types are defined below: GROUP I: Building Type: Net Usable Square Footage: Existing Office Buildings Less than 100,000 square feet Existing Warehouse Buildings Less than 500,000 square feet Any Building to be Constructed Less than 30,000 square feet GROUP II: BuildingT e: Net Usable Square Footage: Existing Office Buildings with Alterations 100,000 s . ft. or greater Existing Warehouse Buildings with Alterations 500,000 s . ft. or greater Any Building to be Constructed 30,000 s . ft. or greater Note: Certain Group I projects, at the discretion of the State, may be determined compatible with Group II process regardless of the building size. The RESD Space Planner shall inform the Lessor which process applies to this particular project during lease negotiations. 3.03 GROUP I FACILITY PROCEDURE For Group I facilities the Lessor's architect is required to complete the requirements outlined in paragraphs A through D below: A. Accessibility Survey: The Lessor must have an accessibility survey completed prior to the finalization and approval of the construction documents. The survey must be completed using the DGS' Accessibility Checklist for State -Leased Buildings and Facilities. The following consultants are acceptable: (Rev -VIP) L4 I N • • EXHIBIT 3 DIVISION 3 — CBC/ADA ACCESS COMPLIANCE PROCEDURE 1. DSA certified accessibility consultants trained for Leased facilities 2. Certified Access Specialist 3. ICC Accessibility Inspector/Plans Examiner https://www.locsafe.or.a/search-for-certified-professio pals/ 4. Architect licensed in the State of California A.1.1 The consultant will survey the facility and site per CCR Title 24, California Building Code (CBC), and Americans with Disabilities Act (ADA). State agencies are public entities and shall comply with Title II of the ADA, Exceptions to the code for existing buildings are not permitted. Access compliance shall apply to exterior areas such as but not limited to path of travel to and from public transportation and public right-of-way, parking, passenger drop-off and loading zones, walks and sidewalks, curb ramps, ramps, and all stairs. Access compliance shall also apply to interior areas such as but not limited to entrances and exits, lobbies, building common areas, elevators, access lifts, doors and gates, access to and through all rooms and spaces, restrooms, signs and identification, counters, waiting, seating areas, asslstive listening systems, telephones, drinking fountains, alarms, and horizontal/vertical access. Consultants will observe and record all deficiencies, as well as provide solutions needed to bring facility into compliance with sufficient detail to allow Lessor or his/her agent to develop a cost estimate for proposed barrier removal. Should all areas mentioned above not be fully constructed, consultants shall review the construction documents in addition to the physical evaluation. B. Fee Payment: The Lessor shall prepare a chock payable to the Dept. of General Services, Real Estate Services Division. Lessor shall enclose a copy of the CBC/ADA Access Compliance Fee Calculation Form E (attached) as prepared by the RESD Space Planner, along with payment and mail to DGS, RESD (Include the project number on the check to RESD). C. Construction Documents: The Lessor's Architect will incorporate all items defined in the accessibility survey into the construction documents. The Lessor shall submit the completed drawings to RESD for review. D. Verified Report: Following the completion of construction, the Lessor's architect is responsible for verifying that the items outlined in the accessibility survey and incorporated into the construction documents have been completed. The Verified Report Form G (attached) shall be signed by the Lessor's architect. The architect shall forward the signed Verified Report to RESD Space Planner prior to the final inspection that will be performed by RESD. The project will not be accepted for occupancy prior to receipt of this document. End of Group I Procedure tRsv-311s/ EXHIBIT 3 DIVISION 3 — CBC/ADA ACCESS COMPLIANCE PROCEDURE 3.04 GROUP II FACILITY PROCEDURE The Lessor is required to submit plans and specifications to the Division of the State Architect (DSA) for access compliance review and approval. Although the formal process for access compliance plan review and approval is processed through DSA, the DGS RESD Space Planner will continue as the project manager, The Lessor's architect shall inform RESD of the status of plan review/approval from DSA. For Group II facilities the Lessor's architect is required to complete the requirements outlined in paragraphs A through F below: A. Accessibility Survey: The Lessor must have an accessibility survey completed prior to the finalization and approval of the construction documents. The survey must be completed using the DGS Accessibility Checklist for State -Leased Buildings and Facilities. The following consultants are acceptable: 1. DSA certified accessibilitv consultants trained for Leased facilities 2. Certified Access Specialist (CASp) https:/Iwww,acos2.dg8oa aov/DSA/caso/casp certlfle„L,Ij�Jq.W 3. ICC Accessibility Inspector/Plans Examiner https //www.iccsafe.orc/search-for-certlfiod-professionals/ 4. Architect licensed in the State of California Note: See Section 3.03; paragraph A.1.1 (Group I Facility Procedure) for parameters of survey. B. Construction Drawings and Specifications; The Lessor is required to retain an architect licensed in the State of California to design and develop plans and specifications in accordance with the lease exhibits and applicable codes and regulations. The Lessor's architect will incorporate all items defined in the accessibility survey into the construction documents, The architect is required to stamp and sign the construction documents. C. Fee Payment: In accordance with the calculation of fees per the CBC/ADA Access Compliance Fee Calculation Form E (attached), the Lessor shall prepare a check payable to the Division of the State Architect. This check along with a copy of the CBC/ADA Access Compliance Fee Calculation Form E shall be forwarded directly to the appropriate regional DSA office in the submittal package. D. Submittal Package: The submittals shall be sent to the appropriate DSA regional office. The state is divided into four regions, San Francisco Bay Area, Sacramento, Los Angeles and San Diego. The DSA regional office that will review this project can be confirmed by calling DSA at (916) 445-8100. The submittal package must be complete before the DSA accepts the project for review. Proceed to the DSA website using the link below for instructions on this process: httos://www.dcis.ca,gov/DSA/Services/Pane-Content/DEv ion-cf-the-State-Archltect-Ser_v_ices- List/Start-Construclion-Proiect-bv-Submitti -Plans-for-Review Upon receipt of the submittal package, a DSA application number Is assigned to the project for tracking purposes. A preliminary review of your submittal is performed within a few days. Plan review is scheduled after DSA verifies that a complete submittal package has been received. The Lessor's architect shall verify the estimated time for this project review with DSA at submittal. The architect shall make the necessary adjustments to the overall project schedule accordingly. (ReV-3Fl8) 80A-650 EXHIBIT 3 DIVISION 3 — CBCIADA ACCESS COMPLIANCE PROCEDURE E. DSA Plan Approval: Once approval has been granted by DSA, the Lessor Is required to construct the project in compliance with the plans, specifications and lease exhibits. The Lessor shall provide a copy of DSA's letter of approval to the RESD Space Planner, Construction shall not commence until this process has been completed. F. Verified Reoort: Following completion of construction, the Lessor's architect shall visit the site to verify that the building and site are in compliance with the DSA approved plans and specifications. The Verified Report Form G (attached) shall be completed and signed by the Lessor's architect. The architect shall forward the Verified Report to RESD Space Planner prior to the final construction inspection by RESD. The project will not be accepted for occupancy prior to receipt of this document. End of Group fl Procedure (Rev-W ) 80A-651 EXHIBIT 3 DIVISION 4 — REFERENCE FORMS Office of the State Fire Marshal Sample Plan Review Triage List This form is provided for informational patposes only. For the complete triage list visit the website below. Information andforms may be obtained at Office of the State Fire Marshal, Fire and Life Safety Division - Plan Review Seadon www. ostna, /ire. ca, gav 1. GENERAL o Height increase ❑ Provide a complete plan review o Fire Sprinklers (Type, Full, Partial) application Submit plans sufficient size a Fire Alarm (Type) o Other Fire Protection System (Type) ❑ Provide site address o Smoke Control System (Y/N) ❑ Provide name of owner and occupant o Occupant load for entire building and ❑ Identify if new construction or T.I. each oor ❑ Identify It new or existing tenant space uildi Year building was constructed ❑ Identify if deferred submittal c o High Fire Hazard Severity Zone ❑ CSFM file number must be on title o Seismic Joints and locations (Y/N) O sheet ❑ Slip sheets shall be bound to set o Emergency Responder Radio Coverage ❑ Sheet index ❑ �/N) Identify occupancy groups/uses on floor ❑ Wet stamp and sign sheets plans ❑ Electronic signature approval ❑ Identify adjacent buildings on the site required ❑ Identify fire separation distances ❑ Scope of Work ❑ Identify building allowable area increases ❑ Provide a Key Plan coordinated to each ❑ Justify frontage allowances sheet ❑ Sprinkler heightlarea increase cannot be ❑ Provide a North orientated Site combined Map ❑ Orientate all sheets to North ❑ Identify types and materials of all construction ❑ Identify deferred submittals o Provide wall legends o Fire rated assemblies ❑ Provide adopted code cycle listings and o Scan listed assemblies to plans standards ❑ Penetration protection ❑ Provide a legible scale. Typically1/8" o Scan listed fire stopping systems to plans ❑ Provide approved reference o Classification of roof covering ❑ Details for opening protection 2. ACCESS AND WATER SUPPLY o Door schedule ❑ Provide Local Fire Authority Approval Letter ❑ Window schedule ❑ Fire Department p ❑ Louver schedule ❑ Fire Department Connection ❑ Listed smoke containment system ❑ Fire Hydrants ❑ Interior finish smoke and flame spread ❑ Fire Alarm Annunciator 4. EXITING ❑ Fire Alarm Control Panel ❑ Paths of travel to a public way ❑ Knox BoxJKsy Switch ❑ All occupancies/uses on floor plans ❑ Emergency Responder Radio Coverage ❑ Correct occupant load factors (gross, net) ❑ Elevator gurney accommodation ❑ Provide a complete fire access plan ❑ Cumulative loads (lobbies, corridors, stairs, ❑ Provide 6 mo, current site fire flow information etc.) ❑ Furniture plan 3. NONSTRUCTURAL PROVISIONS ❑ Egress capacity (width and number) ❑ Building Analysis (include the following) ❑ Door swing o Occupancy groups and varied uses ❑ Door hardware o Building construction type ❑ Delayed egress design o Number of stories ❑ Card readers/ access control o Actual building height ❑ Emergency lighting and photometric o Building area in square feet ❑ Exit signs o Area of project in square feet ❑ Exit enclosures (vertical and horizontal) o Separated, non -separated, accessory use ❑ Exit discharge o Allowable area ❑ Areas of refuge & Safe dispersal areas o Area increase 10 iRavaitsi 80A-652 EXHIBIT 3 DIVISION 4- REFERENCE FORMS 5. FIRE PROTECTION SYSTEMS • FIREALARM ❑ Provide highlighted set of data sheets ❑ Provide cut sheets for all components ❑ Provide current CSFM listings Provide/correct equipment matrix ❑ Provide a sequence of operation Identify approved monitoring station ❑ Identify fire alarm and egress -control devices ❑ Demonstrate compliance for egress -control systems ❑ Provide ceiling configuration, surface, and height ❑ Provide/correct voltage drop calculations for devices ❑ Provide/correct riser diagram ❑ Provide/correct standby battery calculations ❑ Demonstrate audible visual notification coverage ❑ Demonstrate manual fire alarm box coverage • FIRE SPRINKLERS ❑ Provide all OSFM shop drawing notes ❑ Submittal shall comply with OSFM design guideline ❑ Identify system type (wet, dry, pre -action, etc.) ❑ Provide ceiling configuration, surface, and height ❑ Provide hydraulic calculations ❑ Provide full height cross sections/ceiling construction ❑ Identify area protected by each system for each floor ❑ Identify area limitations for hazard classifications ❑ Correct notes/design to reflect CA amendments ❑ Identify miscellaneous storage condition 6. HOOD AND DUCT EQUIPMENT/SYSTEMS ❑ Scaled plan of area and equipment ❑ Dimensions of hoods, ducts, and appliances ❑ Equipment list for system, devices and materials ❑ Manufacturer's installation instructions ❑ Cut sheets and compliance with UL 300 Standard ❑ Isometric drawing of piping and components o Type, size and length of piping o Size and number of fittings o Model number and locations of nozzles o Location, temperature and model of detectors o Location and size of extinguishing agent o Location of manual means of activation o Location and Identity of gas and electric shutoffs o Interconnection to building fire alarm system o Location of a Class K fire extinguisher 7. ELECTRIC VEHICLE CHARGING STATIONS ❑ Identify required signage, posts, wheel stops ❑ Identify electrical panel bonding and grounding ❑ Provide location of disconnect ❑ Charging equipment for vehicles requiring ventilation ❑ Identify means of indoor mechanical ventilation ❑ Provide details for underground runs. ❑ (Trench depths, conduit/conductor sizes) 8. HAZARDOUS MATERIALS ❑ Inventory summary with hazard class and totals ❑ Safety Data Sheets ❑ Floor plans ❑ Occupancy classifications ❑ Control areas ❑ Fire resistive construction ❑ Hazardous materials warning signs ❑ No smoking signs ❑ Hazardous materials alarm devices ❑ Hazardous materials cabinets Fume hoods and enclosures ❑ Equipment utilizing hazardous materials ❑ Spill control/secondary containment ❑ Standby/emergency power 9. HIGH PILE STORAGE ❑ Letter of intent signed by authorized department head ❑ HIPS analysis prepared by a FPE ❑ Scaled site plan (fire lanes, hydrants, FDC's, risers) ❑ Scaled floor plan (HIPS area, racks, access doors) ❑ Fire sprinkler design density ❑ Aisle dimensions ❑ Dimensions and location of flue spaces ❑ Location of different commodity classes ❑ Location of banded/encapsulated storage ❑ Location and type of building columns ❑ Fire resistive construction ❑ Occupancy classification of adjacent tenants ❑ Location and design of smoke vents 11 (Rev-a/tg) 80A-653 EXHIBIT 3 DIVISION 4 - REFERENCE FORMS 4,02 FORM C (NOT USED) SERKTONUR (NOT USED) 12 (Rev-3/18) 80A-654 EXHIBIT 3 DIVISION 4 — REFERENCE FORMS 4.04 ACCESS COMPLIANCE, FORM E ACCESS COMPLIANCE FEE CALCULATION RELPS Planner: Carrie Gordon Date: April 11, 2019 For GROUP[ Facilities Send to: Dept. of General Services Agency: Employment Development Department Real Estate Services Division '""-Asset Management Branch Address: 801 W. Civic Center Drive, Santa Ana CA 92701 707 316 Street, suite 5-305 r --West Sacramento, CA 95605 For Group E Facilities Send to: DSA Regional Office Project Number:142056 See DSA Wobsite for offices in your area at Project Name: EDD Santa Ana 142056 lu ps iiw-ww.dn oa aovinSArr. anlxcj, Pro 'act Type Project Size (net usable 91 Project Value PV ❑ Existing Warehouse BUlIdInga $20tsf $ Y'+I Existing Office BUIIdin s 8,177 $50W _ $ 408,860 New Ccnelructlon $150/af $ GROUP Under 601] 1100 Prooat VpToo Multi Iler Fee PV X0.2%of let 500,005 $ 400,850 0.002 $ 8181 Remainder of PV x 0.1%= Remaluderbelween21V and5Mx.01% $ 0.0001 $ Calculated total I$ 81B x10%QAor$200 Mlnimom=Total Fee $ 200 GROUP II Over$5,000,000 ProjectValue Multiplier Fee PV x 0,6 % of 1st $b00,000 0.005 PV baMrean 600 000 anr12M z 26 % —'.'_.......—___..._.._._.. $ - O.Otl25 $ - PV over 2M x ,1 % $__ 0.001 $ Calculated total- _ __ __ $ _ _ _ Tatel Fae___„� $ Total Lessor Fee Obllgatlonr IS 200 13 (Rev-9H0) 80A-655 EXHIBIT 3 DIVISION 4— REFERENCE FORMS 4.05 DVBE PROGRAM CERTIFICATION SHEET, FORM F CALIFORNIA DISABLED VETERAN BUSINESS ENTERPRISE PROGRAM CERTIFICATION SHEET Lessor must complete and sign to certify if DVBE Participation was or was not obtained LEASE AMOUNT/DVBE CERTIFICATION Lease Project No.:142056 I hereby certify that the Lease Contract Amount, as defined below, is in the amount of of which $ was awarded to a certified DVBE firm resulting in % DVBE participation, I understand that the Lease Contract Amount is the total dollar figure against which the DVBE participation will be evaluated. Lessor Name Lessor's Signature Date Printed Name DEFINITION: Lease contract amount is the total amount of lease costs expended by the Lessor over the firm term of the lease which are attributable to expenditures by the lessor to make the leased property sufficient for state occupancy. This typically includes, but is not necessarily limited to, tenant improvements, extraordinary maintenance, and janitorial services specified in the lease. In the case of a build -to -suit facility, the total of the construction and off - site development costs, as well as architectural and engineering costs, would be included. 14 (Rev-3110) 80A-656 EXHIBIT 3 DIVISION 4- REFERENCE FORMS 4.06 VERIFIED REPORT, FORM G State Leased Buildings and Facilities Verified Report - Form G The Architect having general responsible charge of the work of constructlon on the plans and specifications, is responsible for the submission of this report to the Department of General Services / Real Estate Services Division, Planner (DGS/RESD) prior to the state tenant taking occupancy. RESD Project Info: Agency: Employment Development Department RESD Project # 142056 Project Type (Scope of Work): Now Space Date: 4/11/2019 RESD Planner: Carrie Gordon Phone: 916.376.4169 Fax: Facility Info: Building Name Hours of Operation: Address: 801 W. Civic Center Drive Suite City: Santa Ana Zip; 92701 Lessor Contact Phone Fax Contractor: Company Name L 8-'s-e # Phone This reportlncludes all construction work through the dale of: month day year Exterlor Work % Compliant Interior Work % Com p Fla Accessible Main Entrance Parking & Accessible Stalls Doors & Gates Walks & Sidewalks Information / Reception Counter Curb Rams Elevators / Ramps / Lifts Stairways Sanitary Facilities / Slnks / DrInkino Fountains Ramps & Landin s Stairwells / Exits Accessible Main Entrance Conference / Meeting / Assembly Rooms Wayflirding & SI na a I Wayfinding & Si na e Fire Alarms Total Project Percents a of Completion "All Items required to be 100%complete unless Hardship approved by DSA or Mitigation Plan outlined In lease. List work and °/ to be completed (attach additional pages as necossery): I declare under penalty of perjury that I have read the above report and know the contents thereof; that all of the above statements are true and that I know of my own personal knowledge that the worl<during the period covered by the report has been performed and materials used and Installed, and in every material respect are In compliance with the duly approved plans and specli cafions therefore. Architect: Signature Date Name Architect # Company / Finn Phone Address Fax Submit completed forms to location Indicated below: DGS/RESD Real Estate Services Division Attn: Planner 707 Third Street, Suite 5.305 West Sacramento CA 95605 15 (Rev-3/10) 80A-657 EXHIBIT 3 A-2017.264 Attachment: 5 OFFICE LEASE THIS OFFICE LEASE ("Lease") is made and entered into by and between CF SANTANA, LLC, a Delaware limited liability company ("LandI ord") and the Tenant described In Ilginj of the Basic Lease Provisions as ofthe Erlbeilve Date. BASIC LEASE PROVISIONS I. 'Tenant: THE CITY OF SANTA ANA,a charter city and municipal corporation. 2. Description of Project; Building; Promises; 2.1, Project: As used herein, the "Project" means [hot certain commercial office building project, with all common areas and appurtenant parking facilities, located at 801 West Civic Drive, Santa Ana, California, and containing the Building, and any other building improvements located on Out parcel of real property on which the Building is located, 2.2 Bidding: As used herein, the "Building" means the commercial office building located at and commonly Imown as 801 West Civic Drive, Santa Ana, California. 2.3 Rentable Area of Building: 124,166rentablcsquare feet ("RSF'") 2.4 Premises; A portion of the second (2aa) floor of the Building known as Sulte 200, as depicted an Fxhjl it r" t" attached hereto. 2.5 RertubloAroslal'Promises; 19,321RSF. 3. Term: 3.1 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 Dote and endingca the Inst day of the calendar month in which the data that is sixty (60) mondls aRer the Commencement Data occurs. 3.4 Option to extend the Term: Two (2) options to extend the Term for an Extension Term of sixty (60) months, in accordance with Sectiotr3.2.2, below and Schedule I$ I" of Exhi it "J attached hereto. C Base Rent: - During the Initial Teti, Base Rent shall be payable at the following rates: Months Monthly Base Rental Rate Base Rent ($/RSF/mo) (S/mo) 1-12 $2,2000 $42,506.20 13-24 $2,2660 $43,781.39 25—!16 $2.3340 $45,094.83 37-49 $2.4040 $46,447.67 47.60 $2A761 $47,841,10 5. Additiolni Rent: 5.1 Toil aat'sPercentag aSbare: 15.561% 5,2 B118L Year: 2018 6. Security Deposit: None 7. Perillined Use: General ollice use and other Imvfld Incidental uses, consistent with a First Onset, high-rin conn"crelal office project, R. Parking Number: The whole number closest to the product or (a) the number of RSF cuniainuxl in the Premises and (b) 0,004 (Such that IL is agreed that the Parking Number with rospeci to ilia Initial Premises Is eighty-two (82))• 9. Brokers: Lee Fc Associates Realty Group Newport Beach, hi., mpreseming Tenanl, and .Ionca Long LaSalle Brokerage, representing Landlord, to. Address far Payments: All payments payable to Lori under this f.ease shell be sent to the Filllowing address er to Such other go Iv Clrle (Toler i7r—ClO gl'SnnrtrAnn Uwe •1- =0111M. M II. Address for Notices: 11.1 To Tenant: address as Landlord may designate, or by wire transfer. If by thee : Cr Sonlona LLC C/o Cason Wes! Management Services 33351 Collection Center Drive Chicago, IL 60693.0333 Reference: City ofSanlaAnglSuite200 Prior to the Commencement Date: City of Santo Ana Clerk of the Council 20 Civic Center Plaza, M-30 Santa Ana, CA 92702 Attn', [f ARer the Conitnenegmem bate: At the Premises: Attn: Deborah Sanchez I LM Landlord: CF Santana LLC C/O OW Management Servlces, 1110. 315 W. 9" Street, Suite 908 Los Angeles, California 90015 -_ Atle' 9'M Bischsk----- __..._......_,. l f by wire tronsfer Bank Name: Bank of America N,A. Bank Address: 100 W. 33rd Street New York, NY 100 Account Name: CF Santana LLC Acctft: 4431112624 ABA#: 1110000 12 Reference: City of Santa Ana/Suite 200 With o : City of Santa Ana Clerk of pie Council 20 Civic Center Plaza, M•30 Santa Ana, CA 92702 AM: Cr lJ With a copy to : City Attomey's Office - City of Santa Ana 20 Civic Center Plaza, M•29 Santa Ana, CA 92702 With a Levy to Zuber Lawler & Dal Duea LLP 777 South Figueroa, 37" Floor ., ...... __.........._Los Angeles, -CA 90017 ------...- _.. Aun: David B. Lambert, Famci. This Louse shall consist of the foregoing "Basic Lease I't'ovisions", consisting of Items I through J„1 above, the "Standard Lease Provisions", consisting of Articles I through J7 which fol low, end -sl,ibits "A, through `4y 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, tie Standard Lease Provisions shall control. Any initinliy eapi[alized terms used herein and not otherwise defined shall have the meanings set forth in the Standard least Provisions. 961 O'CAdr Carver Dr —CIO, nf3wva -Inn I eavu 80A-659 EXHIBIT 3 STANDARD LEASE PROVISIONS ARTICLE I —DEFINITIONS Lr "Additional Rent" meats nil amounts miser than Base Rent (hot are payable by Tenant to Landlord pursuant to this Lease, whether w not denominated as such, 1.2 "Affiliate" aeons, with respect to any designated Person, any Person that is directly or indirectly Controlled by, under common Control with or tlmt Controls such designated Person. 1.3 "Altcra(ions" means any alterations, additions, Improvements, removals or replacements to the Premises (including, without limitation, the Tenant Improvements, if any) or any otherpodlon of the Building or Project. 1.4 "Approved Governmental Entities" meat's all of the State and County agencies listed in Exhibit " "attachedhereto. 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 all conditioning ("HVAC"), plumbing or sprinkler systems for the Building and/or the Project (and for the avoidance of doubt, It is Understood and agreed dint the Building Systems do not: (i) 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: (1) supplemental or specialty electrical, mechanical, plumbing, heating, veniilution or air conditioning systems, fixtures or equipment; (li) supplemental or specialty fire, life, safely or security systems, fixture or equipment; (III) any video, audio, communications or computer systems, fixtures or equipment (inchtding cabling)), 1.7 "Casualty" is defined In Sectron 13.1.1, 1,8 "Cnsunity Damage,, isdeflned in Seetlon 13,j,j•, 1,9 "Claims" means, collectively, claims, losses, damages, obligations, liabilities, costs and expenses, including, but not limited to, reasonable attomeys' fees and legal costs. 1110 "Common Arcas" means the lobby, plain and sidewalkareas, aeeessways, Parking Facilities, and die area on individunl floors in the Building devoted to corridors, tire vestibules, Okwatus, foyers, lobbies, eleclric and telephone closets, restrooms, mechanical rooms, janitor's closets, and other similar f'aciildes for the benefit of all tenants and Invitees and shall also mean those areas of die Witting devoted to mechanical and service rooms servicing the Building. I,II "Comparable Buildings" means cauparabie Class "A" office buildings in the Market al the time the Extension Tenn nemmeneCA. 1.12 "Control" or "CunbuliNg" menus possession of die direct or indirect power to direct or cause the direction of die management and policies of a Person, or ownership of any sort. 1.13 "Damage Notice" is defined In Sect( Ipty 3 1 1, 1.14 "Dernult Rate" means an annual rate of interest equal to lesser op. (a) eighteen percent (18%) per annum or (b) the maximum cuntmct unount allowed by Law. 1.15 "Dull very Con ill lion" means (and [Ile Premises shall be in Delivery Condition) upon Substantial Completion of the Premises, 1.16 "Delivery Data" means he date on which Landlord tenders to Tenant delivery of possession of the Premises in die Delivery Condition; provided that if the date on which the Premises are in Delivery Condition is delayed as result of any Tenant Delays, then for purposes of determining the Conunencenicol Dote, ilia Delivery Date shall be deemed to occur• an the date that the Premises would have been in Delivery Condition had such Tmanl Dehiys not occurred, as masonobty detemibied by Landlord. 1.17 "EITeclive Date" means the date upon which this Lease a executed by Landlord, ns indicated buteath Landlord's signature block below. 1,18 "Encumbrances" moons liens, chains, stop notices and violation notices. 1.19 "Environmental Lnws" means anti includes nil now and harealler existing statues, haws, ordinances. CodCS, regulations, miss, rulings, orders, decrees, directives, policies and requlrromems by any federal, state or local governmental authuily regulating, relating to, ar Imposing liability or standards of conduct concealing public health and safety or the environment. 1.20 "Event of Darnall- is dolined in acedgi2 15.1below, 1.21 "Cxceuth'a Order 13224" means Executive Order 13224 signed on September 24, 2001 and entitled "Blocking Property and Prohibiting Trunsituions with Persons Who C'untnt It. 'threaten to Commit, or Support `rerrorburl", 1.22 "Expiration Date" meats, lit soy particular time, the date on which die Tenn is scheduled to expire. 401 IP'Civic Ctlnlrr Ur—CJh'rUlSnnn, Arrrc Lease .t. EXHIBIT 3 1.23 •'flakier"mcans the holder aronysecurityinatmment• 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 Ilia provision of any health care services, (a) tiny schools, (d) Any retail or restaurant uses, (a) any residential use, (0 any communionthms uses such as brondcosling rndio and/or television stations, (g) "executive suite" type uses where ofilce aultes are nhnhntalned for Individual rental, or (h) any occupancy density greater than ilia average Occupancy density for office tenants of the Project 1,25 The " FNIRR" of the Prenlses for a particuinr Extension Terns (as defined In Schedule "J.1") or for a particular Leased First Right Space (As defined in 5chedule "J.Troe the term of Tenant's lease thereof, shall be equal to the rent per square Root 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 die Project, that landlords of lie Comparable Buildings have agreed to accept, and sophisticated nonaffiliated tenants of the Project end/or Comparable Buildings have agreed to pay, lit current arts -length, nomeqully (i.e., not being offered equity in the building), transactions for comparable space (in tams or condition, floor location, view and floor height) of a comparable size (in terms of square feet of Rentable Area), for a teen equal to the Extension Term (or the teal of Tenant's lease of the applicable Leased First Right Space) and with a commencement dale within six (6) months before or after the first day of flee Extension Term (or the applicable Offered Space Scheduled Commencement Date (as defined in Schedule "1.2"1), which rent per square Plot shall take into account and make adjustment for the existence, timing and amount of any increases In rent following term commencement in die comparison transactions, and shall at all times take into consideration and make adjustment for all other material differences in all terms, conditions or factors (applicable to Ilic transaction in question hereunder or applicable to one at, more of die comparison transactions used to determine the FMRR) that a sophisticated tenant or sophisticated landlord would believe would have a material impact an 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 hi the same manner As the same are payable hereunder (e.g., if this Is a modified, fill 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 orthe transaction), (b) flee presence, amount or absence of brokerage commissions in either the subject transaction or the comparison transactions shall be disregarded, (a) any rent abatement or other free rent of oily type provided in comparison transactions for the period of the perromrance 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 may existing improvements in lha Premises (or the Leased First Right Space) shall also he accounted for in tie calculation of the FMRR (provided that if In determining die FMRR for a subject transaction hereunder, it is determined that *He rent or cash allowances (collectively, "Concessions") should be granted, Lnndlm•d may, at Landlord's sale option, elect all or any portion of the following: (1) to groat some or all of the Concessions to Tenant as free rent or as an improvement allowance, or (H) to Adjust Brae monthly installments of the Bose Rent payable for die Extension Tom) 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 die amortized amount of the total dollar value of such Concessions, amortized on a straight line basis over the Extension Tern or the turn of Tenant's lease of the Leased First Right Space, as applicable in which case die Concessions so amortized shall not be provided to Tenant). 1,26 "Force MajeureEvents" means events described in Section 11.5 below. 1.27 "Handle", "Handled", or "Handling" means, with respect to Hazardous Materials, any instalhuion, handling, generation, storage, trenunent, use, disposal, discharge, release, manufacture, refinement, p•asence, migration, emission, abatement, removal, tmnsportnlion, 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: (1) 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; (li) that contains Petroleum, crude oil or any fraction thereof; (111) that contains polychlorinated bipheAy19 Q'CB's); (iv) that constitutes Asbestos or asbesms-containing material; (v) dint is radioactive; or (vi) that is Infectious; or (b) any otter material or suh3wrice displaying toxic, reactive, ignitable or corrosive characteristics, ns All such terms we used is their brandest sense. 1.29 "iloldover Rental Bate" means an amount equal to one hundred filly 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 Ilia last month afthe Term or this Lease. 1.30 "Initial Premises" moons the premises described in Item_ ,2.3 of the Basle Lease Provisions• 1.31 "initial Term" means die period (which shall commence on the Commencement Date) that is deseriied in Item 3.3 of the Bodc Louse Provislons; provided that if Ilio Commencement Dale shall occur on a day other than the frst day of tiny calendar month, for purposes or calculming the date on wlliele tine Inhial Term is scheduled to expire (I,e., the Expiration Date for tine Initial Temi) and the timing or All scheduled increases In Base Rent during the Initial Term (but not for oily other purpose), ilia Conurencement Date shall be deemed to be the first day of the enlendar month fallowing the Commencement Date. 1.32 "Instittitimull Owner Practices" means the practices of the majority urthe Institutional owners ot•inslitutional grade first-class alike ill glects• in Orange County, California. L33 "Interest Rate° means An annual rate or Interest equal to (lie Reference Rate plus two percent 1.34 "Landlord Default"is defined in Section 16.1 below, 1.35 -Landlord Parties" means, collectively, Landlord, Ocemh West Capital Partners, LLC, Fortress InveatnleiL Group, LLC, and the Property Manager, and each aI' their Affiliates And all of their respective pm•tncis. member, officers, managers. directors, trustees, employees, retirees, beneliciarics, ennu•nelors (including internal luvestnie it contractors), agents, advisors. mortgugnes and ground lessors, Agents, successors Hall assigns. 401 n'CBdr Coder Dr -Cho, afSaara: Inn Larne -2. 80A-661 EXHIBIT 3 1.36 "Landlord's Additional Insureds" motor, collectively, Landlord, Ocean West Capital Partners, LLC, Fortress investment Group, LLC, and the Property Manager, and each of their respective agents, bana0ciaries, partners, employees, and any I-Ioldor (defined below) of oily Security Instrument (defined below) designated by Landlord as additional Insureds. 1.37 "Landlord's Lease thdertoklogs" means each and all of the representations, warranties, covenants, undertakings, and agreements contained in Elie Lease Documents that is cr are to be provided or pertbmned by Landlord. 1,38 "Lnays" means, collectively, all Imes, ordinances, building codes, rules, regulations, orders and directives of may govenamental authority having Jurisdialion (including, without limitation, any certificate of occuponcy). 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 so of the Effective Date, the Tenant Improvements, and any additional Alterations. 1.41 "Mm•kaP'means(lie Santa Ann Civic Cetersubmarket. 1.42 "Money Laundering Act" means the Intemetional Money Laundering Abatement and Financial Anti -Terrorism Act of 2001 or the rcgulaf(oas ororders promulgated thereunder, as the same may be amended from tine to time. 1.43 "Notified Party"nreanseach Hoiderofwhieh Tenant has received notice, 1.44 "OFAC" means the Office of Foreign Asset Control of the Department of the Troasury, 1.45 "Original Tenant" means tha Person Identified as the "Tenant" In Itsm t of the 6ssio Lease Information, IA6 varidng Faculties- meansCae Project's parking facilities from time totimeserving 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. 149 "Permitted Alterations" means only usual and customary mididenance and repairs of Leasehold Improvements If and to the extent that such maintenance slid repairs! (a) are of a type and extent which ore 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 (a) will not affect the Building's structure, Cie provision of services to other Project tenants, crony Building Systems. 1.30 "Person" means an individual, general or limited partnership, limited liability, pornership 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 pardons of die Common Areas that are required for access to Cie Premises. 1.53 "Property Manager"' means OW Management Services, Inc., or city other Person retained by Landlord to manage and operate the Building on a day to day basis. Transfer,sfer, 1.34 `Proposed TranSpace" menns, with respect to any proposed Transfer, the portion of die Premises subject to such proposed 1.55 "Reforence Rate" means the "prime rite' or "reference rate" announced from Lima to time by Bank of America, N.T, & S.A. (or such reasonable comparable national banking institution as is selected by Landlord in the event Bank of America, N.T. & S.A. ceases to publish a prime rate or reference rate). L56 "Rent" is dalined in Section 4.4,1 betaW. 1.57 "Rent Delinquency" means slid shall occur upon any failure of Landlord to receive any payment of Rent on ar before the date that Is rive (5) days after the date such payment of Rent is due, 1,58 "Reserved Parking Plisses" means parking privileges w be used for parking on a that conlo first served basis in "reserved parking areas" In the Parking Facilities, as designated by Landlord, or al Ole election of Landlord, in roserved parking spaces located in the Parking Foollides. 1.59 "Restoration" is defined in Section 13 I I. 1.60 "Review Expenses" means all review mud processiin lees, and costs, as well as any reasonable professional, attorneys,, acecuntants', engineers' or other consultants' fees inewred by Landlord relating to any request by Tenant for Landlord's consent, including, but not limited to, ally request lei consent to it proposed Trmusfcr, Of W01110 Cenrur Dr—C1pvjSanrodna Lame -3. 80A-662 L:MIHO- NIB] 1.61 "Rnlca and Regulations" means the rules and regulations attached hereto as Fxhlblt "D" (which are hereby incorporn(ad herein and made a part hereon end 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, enre, securlly, good order and/or cleanliness or the Premises andlor the Project. 1,62 "Seeurity Deposit" means a cash security deposit In the amount specified In Item 6 of the 6Aala Lease Pro via [aas, 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 Bud future mortgages and deeds of trust encumbering all or any part of the Project, Building or Premises; (a) all pasta ad ftlmre ad various mod underany such mortgages or deeds of trust; and (d) all renewals, modifications, ruphaccmenls and extensions of any such ground leases, master leases, mortgages slid deeds of trust, which now or hereafter constitute a lien upon or affect the Preject, Building or Prenitaea 1,64 "Suasion (lit l Cam pletion" (a nd "Subs( a Adaily Core plate") I5 alarmed In die Work Letter. 1.65 "Taldng" Is darned in Section 13.2. 1.66 "Tnlcing 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 tiny person or entity to whom or to which all of Original Tenant's (or any other Tio a it's) Interest in this Lease Is assigned (or otherwise transferred) in accordance with the provisions of Article I of this Lease. 1.69 "Tenant Delays" is defined in the Work Letter. 1.70 "Tenant Improvemonts" means the initial Alterations (if Any) to be constructed and/or Installed in the Premises pursuant to the Work Letter (if any), 1.71 "Tennnt Parties" moans collectively, Tenant, Its subtenants, assignees or other Transferees, and their respective contractors, clients, officers, directors, employees, agents, and invitees (ench of which shell be a "Tenant Party'l. 1172 'Tenant's Hazardous Materiels" means any Hazardous Materials that become present in, on, under or about the Project as a result of any act or mnission of Tenant or any other Tenmlt Party, 1.73 "Tenant's Personal Property" means all of Tenant's (and the other Tenant Parties') office furniture, business and personal trade Axtures, machinery and equipment, furniture and furnlnme systems, movable partitions, teleconnnonications equipment, data cabling and other items of personal property; -- 1.74 "Term" means and shall refer to the Initial Term as it may be extended pursuant to Schedule '7- 1 " of Exhibit "J", attached hemto mud/or pursuant to die written agreement of Landlord and Tenant. . 1.75 'Transfer" means and Includes any of the fallowing: (a) a sublease sll or any part of the Premises, (b) an assignment of the Leese, (c) any other agreement or arrangement (i) diet permits a third party (other than Tenant's employees sad occasional guests) to occupy or use any portion of the Premises or (if) otherwise assigns, transfers, mortgages, pledges, hypothecates, cucumbers or permits A lien to attach to Tenant's Interest under this Lease or (d) a divot or Indirect usosfer, assignment, pledge, orhypothecatian of a Controlling interest in Tenant, 1.76 "Transfcr Notice" means a written notice that: (a) identifies a proposed Transferee by its name and address; (b) describes the applicable Proposed Transfer Space; (a) includes current financial statements of the proposed Transferee certified by in officer, partner or owner thereof; (d) describes the nature ol Transferee's business and proposed use of the Proposed Transfer Space; (a) the proposed eflective date of the proposed Transfer; and (f) till of the principal terms of the proposed Transfer. 1.77 "Transfcr Profits" means, with respect to any particular month and any particular Transfer, an amount equal to: (a) nil rant, additional rent mother consideration payable by or on behalrof such Transferee during or with respect to such month in connection with de Tranarer minus (h) the sum ol1 (1) the Base Rent and Additional Rent payable by Tenant under Sections 4.2 and 449 of this Lease during or with respect to the same month and (it) Ali out or pocket costs reasonably incurred by Tenant fit connection with such Transfer (such as brokerage commissions andlor improvement allowances), amortized on a straight line basis over the tern, orsucll Transfer. 1,79 "Transferee" moats 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 liras served basis in the areas of the Parking facilities designated by Landlmxl lherel'ur, 1.80 "York Letter" means the Tenant Won It Leiter(ir Any) Attached hereto as Exhibit If" 'farms to initial capitals that are not defined in Article I shall have the meanings given to their elsewhere in this Lease. 1lQ'lCLE 2-1 EASE OF PREMISES; COMM Q'I ARCAS: P 1RICINC• $1 GPIS 2,1 Lease of Premises; Acccssk Ouiel Euiovment. gill IPCfrlc Cenci Or_Oly ofsaolo qua team .d. 80A-663 EXHIBIT 3 2.1.1 Landlord hereby leases the Premises to Tenant, and Tenmu hereby lenses the Premises from Landlord, upon all of the terms, covenants and conditions contained in this Lease. Tenant acknowledges that Landlord has not made any repreaentndoo or warranty with respect to the condition of the Premises, the Building or the Project with respect to the suitability or fitness crony of the same for file conduct of Tenant's Permitted Use, Its business or far tiny other purpose. Landlord does not represent and Tenant does not rely upon oily specific type or number of tenants occupying any space in the Building ondlor Ale Project during ilia Term of this Lease. Acceptance of possession of the Premises by Tenant shall be conclusive evidence as Against Tenant that the Premises are then in tenantable and good condition. 2.1.2 Landlord and Tenant hereby agree (hot Ilia number of RSF (also Warred to as the •'RottublA Area") contained: (a) within the Building Is oa set forth in Raul 2,5 orthe Basic Lease Provisions slid (b) within the Premises is as set forth in e 5 orthe Basic Lease Provisions. 2.1.3 Subject to Landlord's access control programs And the Rules and Regulations, Tenant and its employees and Inviteos shall he entitled to access the Promises 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 Term of this Lease from and against all Persons holding an Interest in the Project from and through Landlord, 2.2 NaRebca(ihnof risesLRiehtofRL•sfOffer. 2,2.1 Na Relocation. Landlord shall have no right to relocate any portion of the Premises located an the second (2"a) floor of tlic Building. Any relocation rights with respect to any portions of the Premises located ins any other floor of ilia Building will be specifically negotiated In connection with Tenant's lease of any such space. 2.2.2 .Right of Pirst Man Teuantshail have a one4lme Right of First OfPor(defined below) with respect to the First Right Space (defined below) subject to and In accordance with the terms and conditions of Schedule "1-2" of -. 1 b t" ", attached hereto, 23 Common Areas: Parkina, 2.11 Common Arens. In connection with its lease of the Promises, Tenant shalt have the non-excluslva right to use the Common Areas together w4h other Persons, The Cotnnion Areas shall be subject to die 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, mlocae And limit the use of particular areas ar pmtlons of the Common Areas, Landlord shall also have the right to close all or any portion orate Common Areas as may, in the sole discretion of Ladlard, be necessary to prevent a dedication thereof or the accmai crony rights in any Person. 2.3.2 11ental hall USA of Parking Passes! Visit,, Parrying, (a) Cammencing an die Commencement Dole and continuing through the Term, Tenant shall rent fimn Landlord and Landlord shall provide a number of Unreserved Parking Passes equal to die Parking Number specifled in to g of tine Basic Lease Provisions. Parking Pees shall be payable with respect to Parking Passes ranted by Tenant at the rates provided in Section 4 3.1 below (which shall be subject to abatement in accordance with Section 4 3 2 below), The Parking passes arc with respect to, subject to the provisions of inns Lease, use of the Parking Facilities, 'ilia Parking Posses provided to Tenant pursuant to this Section 23.2 are provided to Tenant solely for use by officers, directors, and employees of Tenant, Its Affiliates, sublessees and assignees, and such posses troy not otherwise be transferred, assigned, subleased or otherwise alienated by Tenant to any other type ortronsferee without Landlord's print approval. (b) The specific locations within ilia Parking Facilities In which die Unreserved Parking Passes may be used shall be specified by and may, from time to time, be relocated by Landlord in Its sole discretion. In addition, it is expressly understood and Agreed that Landlord shall have the right to implement, administer and entisree a parking manog,ocnt program, with respect to tie Parking Facilities generally, with respect to use arose or more types or Parking Pusses fit particular, andlor with respect to the use of the Parking Passes rented by one or more specitic tenant or tenants (including Tenant), wldi parking management plan may include, without linnitation, oily or more of the following ,enure or features: oversell or Parking Passes; expansion oftie Parking Facilities to include additional parking lots or structures within a reasonable distance front the Building; reservation of speuifle portions orthe Parking Facilities for parking by one or more specific Building tenants (including Tenant) and/or far one or more Building tenants' business visitors; implenientatiou of valet or Assisted parking programs or measures; creation and allocation of tandem parking spaces to specifc Building kenahts; designation of visitor parking rotes: and allocation of valldadon privileges to one or more Building tenants. It is specifically understood and agreed (hot it Landlord Implements one or more such measures in, femurs that Are: (1) generally Applicable to the Parking Focllitles, line costs Incurred to Implement, administer and linforce such measures shall be included in Operating Costs or (ill that are specific to Tenant, the costs incurred to Implement, administer and ell such measures shall be reimbursed by Tenant, (a) Visitor Parking, (i) Tenant's business visitors may park In the Parking Fnelli IM or in 010 applicable portions thereof desigtmted by Landlord, on a first lariat first served basis, upon payment oftlie prevailing fee far parking charged to visitors uh the Project. Tenant shall have the right to purchase from Landlord, at Landlord's then prcvniling role, Project. Parking Validations (defined below), to be used only by Tenant's Business Customers (defined below) far parking in the Parking Facilities without cliargo. -Project Parking Vnlidatlons'• means vnlidalons. 111 sudl form as Landlord, in its sole but goad faith discretion, shall ot}cr from time to time. pornhi(ling pursuns using such validations to psi In the Parking Facilities fnr specified periads of tin, without charge (Le., A 30-u9nuto vaIWall on would Penn It pit rking without charge in the Parking FaaII hies I'or it porlod a to 30 minuIasi, "Tenant's SAW nilia Cuatoil c rx" means Parsons (hill visit the Premises Imr the specific putpase of noskillet! ug business a Ilie Prom Ism (mid far the oval dance artie tit, t, shall not include tiny employees o "Tenant or all or Its Tronafa•ecs who Itava a ill eaa (oil ut1 excl n.ti ve, or Aliwed has 18) at the Pro nlisus). ,PO) WChic Cenkr Dr—Cllr afSnnm.47lr Leave .5- Ltr 1 L • • A EXHIBIT 3 (II) Notwithstanding the fenugoing, each calendar month during the Tern, Landlord shall provide to Tenant, without charge: (A) a number orShort Term Project Parking Validations (dented below) equal to the product of twenty (20) and the number Of days in such calendar month (during the Term) and (B) a number or Lmig Term Project Parking Validations (defined below) equal to the product of sixty (60) and the number of days in such calendar month (during die 'farm), In each ease to be used only by Tenant's Business Customers for parking in Ole 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 Poking Validations so provided by Landlord (based on Actual usage) effective as of expiration ordhe third (3ra) full calendar month of the Initial'ferm, and thereafter, upon expiration or ench subsequent three (3) calendar month period; provided further that: '(x) Landlord shall not, at any time during the Term, be required under this Section 232(c)(0) to provide a number or Project parking Validations In any calendar month in excess of a numberequal to the product orelghty (90) and title number of days In such calendar month (during the Term) and (y) any Project PuldairValkdotkons 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: 11) become null And void (and be returned to Landlord) or (2) be credited against Landlord's obligations to provide Prglect Parking Validations under Oils Section 232loldl) for subsequent calendar months. No Project Parking Validations provided by Landlord to Tenant under this Se-tian 2.3 2(c)(ii) shall be used to acoommodnte parking, without charge, by any particular Tenant's Business Customer(s), for a period in excess of three (3) hours on any day without Landlord's prior approval (and Tenant aliall not provide any particular Tenant's Business Customer more than one Project Pm -king Validation on any particular day), "Short Term Project Parking Vel(dations" means Project Parking Validations permitting persons using such Project Parking Validations to park In the ParkingFacitidal for up to thirty (30) minutes without charge. "Long Term Project parking Validations" means Project Parking Validations permitting Persons using such Project Parking Validations to park in the Parking Facilities for up to three (3) hours without charge. 2.4 "u'I_ I a, 2.4.1 Except to the extent expressly provided in this Section 14, 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 orlhe Building, Premises or Project which Is visible from the exterior of the Building or outside of ilia Premises or (b) place or Install (or al low or permit to be placed or installed by any Tenant Party) in or about any portion of the Premises any window covering (even kfbehind Building standard window coverings) or any other matarlal visible Runt outside of the Premises or Thom the exterior of the Building. Tenant shall not, WhIlout Ole prior written consent of Landlord, use the name of the Building and/or die Project, or any pictures or illustrations of the go ilo ing and/or the Project, in Tan ant's advertising or in any other publicity, 2.42 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 }w5tten Consent It (a) In the case where Tenant occupies an entire floor in the Building, Tenant may plAw in any portion of such Poor which Is not visible filam the exterior of the Building such identification signage as Tenant shell 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 cmridar on such floor as is cat led for by Landlord's signage program (as die same may exist from time to time) identification signage of the type prescribed by Landlord's signage program identifying Tenant; (a) Landlord shall provide eustomuy signage In the Building directory (if ally) in the ground floor lobby of the Building (Landlord shall bear Vic initial cast of such directory signage and die castor updated any such directory signage no roe than one in any month); and to) Tenant may place in any portion of the inside of die Promises 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 Secfkon 2.4,2 (other than the directory signage described In clause (c) above) shall he treated as Tenant's personal property under Ole provisions of Section 10.5 with respect to Tenant's obligation At the expiration or early termination of this Lease. 2.43 Evebrow Sign. In connection with Tenant's lease of the Premises, subject to all of the Incurs and conditions of Exhibit attached hereto, during the Term, Tenant shall have the right to Install and display at die Project the Eyebrow Sign (defined in Exhibit " " attached hereto) in the location described in Exhibit' attached hereto. ARTICLE. 3— DMAVERY• COM hi ENCIr FI ENT• TERhh SURRENDER' HOLDING OVER 3.1 Deliver , Landluid shall endeavor to tender to Tenml delivery of possession of die Promises in the Delivery Condition prior to Ole Target Delivery Data; provided, that if the Delivery Date does net occur on or before the Target Delivery Date, this Lease shall not be void or voidable, lie Perm of this Lease shall not be extended, and Landlonl shalt not be liable to Tenant for any loss or damage rosuhing therefrom; provided further that Landlord shall use Commercially reasonable affterts to lender to Tenant delivory of possession of the Premises in the Delivery Condition as soon as reasonably possibly niter the Target Delivery Date. 3.2 Cgmnrenecment• Tarn, 3.2.1 The Term shall continence on the Commencement Data as defined in Item 3.2 orthe Basic Lease Provisions, and shall cuntinue through the perlad specified in Then) 3.3 of the BASIC Lease Provisions unless terminated earlier In accordance with die provisions harder or extended pursuant to die written agreement of Landlord laud Tenant or as provided in $,t ljptyg,,2,$, below, provided, however, lhlit if the Commencement Date shall occur Oil allay Other than ale first day oftmy calendar' month, for purposes of calculating Ore Expiration Dale and the timing ofull scheduled Increases in Basle Rent during the initial Term (but nut Ibr any mbar purpose), the Commencement Date shall be dcun ed to be the first dayoNlie calendar month I'ollowbag the CcIn[lie"celocal Dale. At any tine during Ole Louse Tenn, Landlord may deliver to Tenant a notice in Ole form as set in Exhihf `•13" utmelmd hereto, which Tenant shall execute and return to Landlord within rive (5) business clays orreceipttheroor, 3.2.2 ,, tens' i 1 0 tint. 'rennnt shall have Iwo (2) options to extend die Tonn, each I'or an fixtension Tenn (defined below) of sixty (60) months (frva (5) years) subject to and in accordance ivith the farms and conditions of Schcdnle J-V or Exhibit'T, coached herald, 3.3 $mreader: 11010111' Over. 3.3.1 Except as provided in this Suction 3,3 and in Section below, upon expiration at earlier termination of this Lease, rental shall vacate and surrender the Premises to Landlord In the same condition AS when oce lved at the inception ordils Lense and us, trerenPer ,Vol 11"Chie CP,v,,Or—Clan ofSanta lua Lease {. 80A-665 EXHIBIT 3 Improved by Tenant, subject to ordinary wear and [ear, For the avoidance of doubt, it is understood and agreed that, prior to the date upon which the Promises is surrendered by Tenant under this $action 3 3 I. Tenant shall be required to remove from the Premises all or the Tenant's Personal property and all Leasehold Improvements designated for removal by Landlord in accordance with Section 10.1 below (and all damage caused by such removal repaired), 3.3.2 IfTenanl fails to remove any of the Tenant's Personal Property from the Premises (or any portion thereon) 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 (S) days following Landlord's delivery of notice thereof, Tenant shall be deemed to have abandoned the sonic, in which case: (a) Landlord shot] 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 [hereafter: (1) store the same at Tenant's expense, (if) appropriate the Same for Itself, and/or (ill) sell or otherwise dispose of the some in its sole discretion, with no Iinbllity 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 Roin the Premises (or any portion thereon all Leasehold Improvements designated for removal by Landlord in accordance with Section below and/or to repair all damage caused by its removal of any such Leasehold Improvements (and/or its Tenant's Persona) Property), in either case, prior to the expiration or any earlier lennination of the Term (with respect to applicable portion of the Premises), Landlord shall have Vie right to remove the same bream 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 (10°%) administration fee thereon, upon demand, This Section 3.3 shall survive the expiraton or any earlier termination of the Temt orthis Lease. 3.3.3 If Tenant fails to surrender the Premises (or any portion thereof) In accordance with this Lease (including, without limitation, Scotian 3.3.1 above), or otherwise holds possession of the Premises (or any portion dwrinio after the expiration or termination of the Term, Tenant shall become a intent in sufferance upon all of ilia terms contained herchm, except as to term and Ease Rent. During such holdover period, Tenant shall pay to Landlord a monthly Ease Rent in an amount equal to die hloldaver 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 Rant after any such expiration or earlier termination shall be deemed a consent to any holdover hereunder or result in a renewal of this Lease or an extension of the Term, or any waiver of any of Landlord's rights or remedies with respect to such holdover. Tenant shall Indemnify, defend and hold Landlord hunnlass from and against any and all Claims (including, without limitation, for lost profits end 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 wide the provisions of this Lease on the expiration or earlier termination of this Lease. ARTICLE 4 - RRN'f AND OTIq ER CHARGES 4.1 Base Ron . Tenant agrees to pay during the Initial Tenn of this Lease as Bose Rent for the Premises, the sums shown for the periods shown In jlgra of Ilia Scare 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 die tenth (10) day ofeach calendar month Ibersafter; provided drat the llrst full monthly Installment of Base Rent, described In Item 4 of the Basic Leave Provisions, shall be.payabla upon Tenant's execution of this Lease. Landlord will cooperate with 'tenant to accommodate payment of Rant (or certain types of Rent) via ACH payments. 4,2 Tcur Cs Percenhtae Sbara Subject to the provisions of this Lease and in accordance with Exhibit "E", attached berate, in addition to paying Base Rent, with respect to each Expense Year (defined in Lxhibil. "M Tenant shall also pay, (a) Tenant's Percentage Sham (defined in Exhibit"E'"1 nl'Exesss Qperating Bxpenses (defned in Exhibit "E'7 and (b) Tenant's Percentage Sham of Excess Property Taxes (defined fn Exhibit:'E"). 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 ilia request of Landlord, to Landlord's designated parking operator) Landlord's then prevailing charge (die "Parking Fces") far all Purldng Pusses rented by Tenant for such calendar month. Such Parking tees shall be in addition to all taxes, assessments or other Impositions imposed by any governmental entity in quivin Lion with Tenant's use of such Perking Passes, which taxes, assessments or other impositions shall be paid by Tenant, or if required to be paid by Landlord, shall be reimbursed to Landlord (or at the request of Landlord, to Landlord's designated parking operator) by'renint concurrently with the payment offlis Parking Fees described above. 43.2 The Parking Fees payable with respect to the first eighty-four (84) Parking Passes rented by Tenant during ilia Initial Term (and the charges for all Short 'term Project Parking V411datons and Long Term Project Parking Validations provided by Landlord to 'tenant (pursuant to Section 2 3(011) above) during die initial Term) are Included in the Soso Rent payable by Tenant with respect to the Premises during the Initial Term. 4.3.3 The Parking Fees psychic with respect to all Parking Posses rented by Tenant during rat Exwulon Term paid the charges Ibr all Short Term Project Parking Validations and Long Tenn Project Parking Validations provided by Landlord to Tenant (pnrsutml to Section 23(e)(li) above) during an Exianslon Term) shall be determined in connection with the PMRR land Extension Term Base Rant) fur die Promises forsuch Extension Tenn. nod shall be added to (and included In) the Extension Toro Ease, Rent. 4A Povment Micro, , 4.4.1 (knaralIv. Buse Rent, till forums of Additional Rent paynble hereunder by Tenant and all other anununs, ices, paymrnls or charges payable hereunder by Tentvrl shall each; (a) constitute runt payob'le hereunder (sometimes Collectively be inferred to harefn as "Ituat"), (b) be payable to Landlord when due without any prior notice or demand flooel'or in lawful money of the Unitud States cold, except as may be expressly provided to the Contrary in this Lease, will uut any abatement, oniot or deduction whosoever. and (c) be puyuble um Landlord at Ilia address of Landlord described in Item 10 ofthe Basic Lease Provisions or to such other Person or place as L.undlurd may Iltun time to lime designate $41 1F'C'hle Ceurse Or- 00, of SunevAna Lennie •7= L4* 11• • • EXHIBIT 3 In writing to Tenant. Any amount of Rent that is payable on a monthly basis and tit at is payable respect to a partial month, shall be prorated based on the number of days In such month, No payment by Tenant or receipt or acceptance by Landlord of a teaser amount than 0me correct Rent due hereunder shall be decmed to be other than a payment on account of tie earliest installment of Rent then due; nor shall any endarsement or statement on oily check ov any letter accompanying any check or payment as Rent be cleemed 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 lower 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 TAXEa Tenant shall reimburse Landlord upon demand for any and all (excel 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 Ilte Premises; (b) any Leasehold Improvements made in or to Ate Premises by or for Tenant (without regard to ownership crouch improvements) if and to the extent the original cost, replacement cost or value thereof exceeds ilia cost or Landlord's then effective "Building Standard" tenant improvements, as determined in good ]'still 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, ntanagemont, maintenance, alleration, repair, use or occupancy of any portion of file Premises; or (a) this transaction or Any document to which Tenant is a party creating or transferring an Interest or an estate in the Premises. ARTICLE G—IINTENTIONALLV GrAITTEDI ARTICLE 7- USE OF PRENIISES 7.1 Tenant's Permitted Use, Tenant shall use the Promises 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 fill forum and effect all governmental licenses, approvals and permits required for Tenant's Permitted Use. In no case shall Tenant use or suffer or penult the use or any portion of die Promises for any Expressly Restricted Use. - 7,2 4Qmmillanee With Lan's and Outer Requirements, 7.2.1 Subject to agl;tip2_,22J below, Landlord shall cause the Common Areas and the Base Building to comply with all Lows, if and when Any such action is required by any governmental authority mid/or if and to the extent that any future of any portion of the Common Areas or flit 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 Section1112 below; (b) unreasonably and materially street (he safety of Tenant's employees or (lie operation or Tenant's business; or (c) would create a material and significant health hnzard 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 occupant' 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 Low 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 die Base Building (defined below) are required under Any applcable Laws as a result of Tenant's use of die Premises or any of Tenant's Leasehold Improvements, then at the election or Landlord; (1) Tenant shall be respousiblo for performing such modifications or alterations, at its expense or (if) Tenant shall, within ten (10) days following Landlord's demand therefor together with reasonable supporting documentation, reimburse Lmidiord for all of its costs and expenses incurred in connection with Landlord's pertbnnance of such modifications or alterations. 7.2.3 Teunnt shall not use Ate Premises, or permit the Premises to be used; In any manner, or do or suffer any net In or about the Promises which:. (A) violates or conflicts with any applicable Law, any a]' the Rules and Regulations or any covenants, conditions And restrictions applicabic to the Project; (B) causes or is reasonably likely to cause dunmge to die Project, the Premises or the Building systems; (C) vinlutes it requirement or condition of any policy of Insurance covering file Project and/or the Pranises, or inercuses the cost of such policy; (D) constitutes or Is reasonably likely to constitute a nuisance, annoyance or inconvenience to of ter tenants nr occupants of the Project or Its equipment, rrrellitics or Systems or (E) hnatfarea with, or is reasonably likely to hucrfere with, the transmission or reception or microwave, television, radio, Telephone, or other communication signals by antennae or Other femlities located In die Project, Without blurting the generality or the foregoing, should tiny federal, state or local governmental agency having jurisdiction with respect to the establishment, regulation or enforcement or Mann daunt, health or safety standards for employers, employees or tcnnnts f npos: on Landlord at on Teuuit at any time now Or in the future any requirement or Law relating In tiny manner to the Premises or occupancy thereof. Tenant shall, at its sole cast and expense, comply promptly (or at Landlord's election, bum, the cost ofsuch compliance as affected by Landlord) with such requirement or Law. Tenant shall indemnify, defend gild hold harmless Landlord front and against any and oil Claims arising out afar relining to city Irrihn'e or Tenant to perform any of' its obligations under this Section 7 2. Landlord shall not enrorce the Rules and Regulmfons In A discriminatory manner; provident that Landlord shall not be liable to 801 O'Clide Couvr Or—C•lo, ofS'nwri Ann Lease .%. 80A-667 EXHIBIT 3 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 ilia Project. 7.3 Hgn,pd oils Motorists, No Hazardous Materials shall be Handled upon, about, in, above or beneath the Premiscs or any portion of the Project by or onbell alroP'fonantorany otherTenantParties. Notwithstanding die foregoing, ininual quantities of floose Hazardous Materials customarily used in the conduct of general administrative and executive office activities (s,g., copier Bulds and cleaning supplies) may be used and stored at the Premises in compliance with ail 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 lb) shall indemnify, defend and hold harmless Landlord fi•om and against any and all Claims arising out of or totaling to any Handling by or an behalf of Tenant or any Tenant Party or oily Hazardous Materials upon, about, in, above or beneath the Premises or tiny portion of the Plrojeot and/or the presence of any Tenant's Hazardous Materials in, on, under or about die Project ARTICLE S-_DTILI-TI ES,A AND SERVICES 8•I Building Services. Provided that no Event or 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 lie Premises, the utilities and services described in Eit bit = attached hereto. 8.2 Interrunton of'Sarvices• 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 'V 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, end, 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 Obligalionx. Landlord shall endeavor to keep the Common Areas of the Building and the Project to a clean and neat condition. Subject to Section 01 below: (a) Landlord shall make all necessary repairs, within a reasonable period following rocelpt or notice of the need therefor from Tenant, to the exterior walls, exterior doom and windows of the Building, and to public corridors and otter 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 oxceptod• Except as provided in Section 13.1 there shall be no abatement of Rent, nor shall there be any liability of Landlord raising from the making of or failure to make, any maintenance or repaiis, 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 194t and 1942 of tie California Civil Code, End under all other similar laws, statutes or ordinances now or hereafter in effect, and waives and relemea the right to terminate this Lease under Section 1932(1) of the California Civil Code and under all other similar laws, shines or ordinances now or hereafter In effect• 9.2 Tenant's Obifmations. During the Tenn ardtis Lease, Tenant shall, at Its sole cost and expense, maintain the Promises in good order and repair and in a safe, clean and neat condition• Tenant shall make all repairs to the Premises not required to be made by Landlord under Section 9 above (including, without limitation, repair or replacement, as nppllcable, of all damaged and broken fixtures and appurtenances) with replacements or any materials to be made by use of nsatcdals of equal or better quality, Further, Teuont shall be responsible for, mid upon demand by Landlord shall promptly ruimburse Landlord for, any damage to any portion of die Projector the Premises caused by: (a) octivities or Tenanl or any Tenant Party in m at Ilia Premises or any other portion of the Project; (b) the performance or existence or any Alterations made by or for Tenant or any Tenant Party In or to the premises; (a) the installation, use, operation or mavemant of Tenant's Personal Property in er about the Building or the Premises; (d) doe design, installation or operation of any Alterations that are not consistent with Building Standmds (as defined in the Work Letter); or (a) any act or emission by Tenant or any Tenant Party or any other person permitted In or invited to the Premises or the Project by Tenant or any Tenant Party, ARTICLE 10-ALTERATIONS 10.1 Landlord's Worli. Landlord's sole construction obligation under this Lease is set forth In the Work Lollar. Except as expressly provided in the Work Letter. Landlord has made no representation or warranty to Ter l and Inns no obligation to alter, remodel, Improve, renovate, repair or decorate the Promises, the Building, or the Project or any portion than:4 Tenant further acknowledges and agrees that no representations respecting ilia condition or the Premises, the Building or the Project have been made by Landlord to Tenant except as specin Bally set forth in this Lease. 10.2 Landlord's Cohsenu Cunditigu . Except Air Permitted Alterations, Tenant shall not make any Alterations (or allow or permit any Alterations to bo made) without first obtaining Ilia prior written consent al'Lmid ord, which consent shall he requested in writing not less than ll Neon (15) business days prior to the scheduled and actual commencement aron), work therein. All such Alterations: (a) shall comply Willi all applicable Laws, (b) shall he compatible (us determined to good Ibith by Landlord) with the Building and all Building Systems; (c) shall not interfere with the use and occupancy orally other portion of the Building or the Prglect by any other tenants or their invitees; (d) $heft not be visible front the exterior of the Building or lhnm any Common Areas: End (a) sham not affect due Integrity or the stnretmnl pardons or the Building. to addition, Landlord may impose as a condition to Its consent ill tiny Alterations, such additional requirements as Landlord fit its sole discretion daerns necessary in desirable (inchadmg, without limitation, u requirement for Tenant to obtain for requite Its contractor to obtain) n completion and lien indemnity build prior to commencement or mhy Aharmions), Within ten (10) days of written demand therefor, TennnL shall: (I) reimburse all costs still expenses incurred by Landlord bccnuse of Tommu*s Alterations Ens( (it) shall pqv Landlord's supervision fee in no, amount equal to ten percent (10%) of tie a usl of the Alterations in question (provided that no supervision fee shall tw flyable with miscel to Permitted Alterations), Tenant mid TenunPs contrnctms shall comply with such ronsnmction rules and regulators and building slund:rds ns Landlord "lily pronudgule from time to 30! rf Chdr Center Ur— Lear,, •91 time. All direct and indirect costs re In tins to ally modilhCal Intel, alterations or Improvements of the Project or the Building, wile bar outside or Inside OF tile Prenlises, required by any governmental agency or by Low as a condl for, or as the result of any AIIntel !on requested or eRecled by Tenant shall be borne by Tenant, and in connection therewith, Landlord may elect to perform such modifications, alterations or Improvements (At Tenant's sole cast and expense) or require such performance directly by Tenant, 10.3 Performnnee of Alterations Work. All work relating to all Alterations (other than the inkinl Tenant Improvements, which will be perfonmed by Landlord in accordance with the Work Letter) shell be performed by Tenant at Tenant's sole cost and expense and shall be Prosecuted to completion In a diligent, rant class manner (and so as not to Interfere with any other tenants or occupants of the project), and in compliance will, any plans slid specifications therefor that are approved by Landlord, any and all conditions Imposed by Landlord thereon, all applicable Laws, and the requirements of all carriers of insurance on file Premises, Building and Project, the Board of Underwriters, Fire Rating Bureau, or similar organization, Tenant shall not use any portion or the Common Areas in connection with the making or any Alto'ntions, and Tenant shall hot modify Or niter any improvements or components of the Building or the Project outside ordhe Promises. Upon completion of any Alterations (other than Pennitted Alterations), Tenant shall del(verto the Building management office, within thirty (30) days following completion of the Alterations, a reproducible copy orthe "as built" drawings of the Alterations together with a CAD file of the "as half" documents of the Alterations (current verslon ofAutoCnd), I OA No Lica , Tenant shall pay when doe 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 perforated (br, 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 refuted 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, step 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 not -responsibility. 10.5 Removal And Rostm•nlion. All Alterations (and the Tenant Improvements) shall become a pan of the Premises and shall become the property of Landlord upon ilia 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 lit the Building as of the Effective Date), in which event, prior to the date of expiration or termination of lids Lease, Tenant shall remove the Leaschold Improvements designated by Landlord to be so removed, and shall restore, patch and repair any moulting damage to file 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 rcmoin the property of Tenant (or the applicable Tenant Party), and upon ale expiration or earlier termination of this Lease, Tenant shall, at Its sole expense, remove all such items and repair any damage to ilia Premises or the Project caused by such removal. If Tenant fails to remove any such items or repair such damage promptly after the expiration or earlier termination of this Lease, Tenant (or the applicable Tenant Party) shall be deemed to have abandoned the same, in which ease Landlord may stare the same at Tenant's expense (and Tenant shall pay Landlord the cost thereof upon deco And), or eppmprimal the same for itself, and/or sell the some In its discretion, with no liability to Tenant (or the applicable Tenant Party). A RTICLC II - TRANSFERS fill Restrictlom Permitted Subleases, 11.1.1 Restriction. Except as provided in Sectlon 1 L 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 coastal of Landlord in accordance with Section ILA 4 below. Any Transfer In, violation of the provisions of this Article I I shall be null slid void. Notwithstanding anything contained In this Article 1 I to the contrary, Tenant expressly covenmhis and agrees not to enter Into any lease, sublease, license, concession or other Agreement for use, occupancy or utilization or tile Promises which provides for rental or other payment for such use, occupancy or utilization based in whole at, in pan on file net income or profits derived by any person from ale property leased, used, occupier( or utilized, and that only such purported lease, suhleuse, license, concession or other agreement shall be absolutely void. 11.1.2 Rermftted Subleases, Notwithstanding the foregoing, Tenant may, upon no less Chun 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 Guvermnenml Entities. Landlord shall cooperate with Tenant's Muria to consummate Ali), such subleases to Any such Approved Governmental Entitles, including, without limitation, In connection with tiny proposed Approved sublease to any Approved Governmental Entity, by using commercially reasonable efforts to enmply with the State Requirements specified in -r f " " nlLached hereto, Any sublease permitted without the consent of Landlord under this Section 11 12 (a "Permitted Sublease") shall not be subject to any the requirements. restriction or lhodunions set forth in Section 11 2, Scotian I Section 11 A. seci on „), or section 11.6 below ' 112 Notice to Landlord. If Tenant desires to make a Transfer (other then a Permitted Sublease), then Tenant shall submit to Landlord; (a) a Proposed Trausfi;r Notice lit IeaAt twenty 120) business days (slid not more [ban and hundred eighty (190) days) prior to ilia effective date or the pmposed Transfer, and (b) tbur (4) originals orthe proposed assignment or sublease or other Transfer document on a Rom Approved by Lnndlerd And fuur(4) originals of Ilia I,mhdlord's Consent to Sublease or Assignment and Assumption or Lease and Consent executed by Tennnl and the proposed Transferee. If Tenenl modifies any of the material terms slid conditions relevant to a proposed Transfer specified it, file 'Transfer Notice, Tarnint shall resubmit such Trans2•r Notice to Landlord Ibr Its consent, Following delivery ora Translbr Notice, Tenant shall ndditiunalhv provide such other information or malerids with respect to the proposed Transfer and/or Transferee AS l.midlord may reasonably request. includillg. without lholtudell. credit reports, business Firms, operutinghislory, bank And character references, 11.3 Landlord's Raalntnre' Mainv, At Any time within twenty (20) business days after Lnndlod's receipt oral) ol'the inibrnatnn ,rod doctmems described in f ee i n I.2 Landlord may, at its option, in its sole and absolute discretion, by written notice to Tenant. elect it,: (a) in file case or n proposed sublease, sublease the Premises or the portion thereorpropused to be sublet by Tenant upon [he same terms as tins, offered to the proposed subtenant; (b) in the case of A proposed AssignmsltL, take an assignment or thin Lease upon the snnhc terms as (hose olTered to the Bill 11'C'Ivic Corer Or - Clip pfSnum.hra Lease -I n- proposed assignee; or (a) terminate this Lease in its entirety or as to the portion of the Premises subject to die proposed Transfer, with a prop art! coult adjustment in the Real payable hereunder if this Lens* is terminated as to less than all or die Pr'eniises, For the avoidance of doubt, this Leet n shall not apply to any Permitted Sublease. 11.4 Lam• n Ijord's Consent; Standards. 11.4.1 If Lundlord does not exercise any of the options described In Sgollon 11.3 above, then within twenty (20) business days following its receipt of a Transfer Notice (and all of the other Items described in Seel ion2 above), Landlord shall notify, Tenant whether it will grant or withhold its consent to the proposed Transfer in accordance with Section 11.4 below. Land Iurd'a consent to any proposed Tratufer shall not be unreasonably withhold; 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 ihnt it shall be reasonable for Landlord to withhold Its consent to any proposed Transfer if: (a) in Landlord's good fallhjodgmehC (i) the proposed Transferee does not have the financial str'englh (taking Into scandal all ortheTransraree's other actual or potential obligations and liabilities) to perform its obligations with respect to die proposed Transfer (or otherwise does not satiety Landlord's standards for financial standing with respect to tenants under direct leases of comparable economic scope), (if) the proposed Transferee is of a character or reputation orcngaged In a business which is not consistent with die quality of the Project or die 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 (ill) the use of the premises, the Building or the Project by the proposed Transferee would; (A) significantly increase pedestrian t'ofBo in and out of the Building and/or die Project, (B) generate increased loitering in Common Areas, (C) increase security risk, or (D) require any alterations to die 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; (a) the proposed Transferee intends to use any part of the Premises for a purpose not permitted under this Lease; (d) either the proposed Trmstere% or my person which directly or indirectly controls, is controlled by, or is under common control with tie proposed Transferee (i) occupies space in die 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 (11) is a direct competitor of Landlord; (e) an Fvent of Default then exists; (0 Ilia 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 flue proposed Transfer will allow ilia Transferee to exercise a right of renewal, right of expansion, right of first offer, or curer similar rights held by Tenant (or will allow ilia Transferee to occupy, space leased by Tenant pursuant to any such right); (1) the proposed Transfer would be on economic lamas (based upon effective rental rates) more favorable to tie Transferee than the economic terms then being accepted by Landlord for comparable direct leasing transactions In the Project; or (J) the proposed Transfer would result in more than three subleases per each full floor OF the Promises being in effect at anyone time during the Term. For die avoidance of doubt, this Section I L4.1 shall not apply to any Permitted Sublease 11.4.2 Notwithstanding anything to the contrary in this Lease, If •fenan or any proposed Transferee claims that Landlord has unreasonably withheld its consent or otherwise acted in a manner not permitted under this Article I I then the sole remedy of Tenant and such proposed Transferee if such claim is determined by a court of competent jurisdiction to be successful shall be a declaratory judgment and an Injunction for tie relief sought without any monetmy damages or other monetary relief. To the maximum extent permitted by Law, Tenant and cacti proposed Transferee botchy waive any and all other romedfes, including, without Iimitation, any right at law or equity to terminate Oils Lease with respect to any such claim. Tenant shall Indemnify, defend, protect and hold hemlines Lundlord drum any and all Claims involving or asserted by any third party or parties (Including, without limitation, Tcnant's proposed 'transferee and/orany 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 eomsent to any proposed Tmnsfar or other branch of this Article 11. Tenant acknowledges that Tenant's ilghis under this Article 1 I satisfy the conditions set forth in Scotian 1951.4 cribs California Civil Code with respect to the availability to Landlord ofcerlafn remedies for a defaultby Tooaat under this Lease. 11.5 Transfer Profits, Sultlect to die provisions of Oils Article 11, If Landlord consents to any Transfer (other than n Permitted Snblmse), Tenant shall pay to Landlord fifty percent (50%) of any Transfer Profits. Tenant shall provide Landlord with a detailed statement setting forth the calculation crony Transfer Profiis that Tenant either has or will derive from a Transfer. Landiprd or its representative shall have the hightat all re¢sonuble limes to audit Ore books and records of Tenant with respect to the calculation ur Transfer Profits, I f such inspection reveals an undericaymem by Tenant of Transfer Profits, Tenant shall pay to Landlord the deficiency and die east of Landlord's audit within ten (10) business days alter its receilitof the results of such audit. For the avoidance ordoubt, this Section 11.5 shall not apply to any Permitted Sublease It.(] Landlord's Costs. With respect to each Transfer (other than a Permitted Sublease) proposed hi be consummated by Tenant, whether or not Landlord shall grunt consent, and whether m• not Landlord's consent shall be required, Tenant shall, within ten (10) business days after written request by Landlord• reimburse all orLandlord's Review Expenses relating to such proposed Transfer, For the avoidance of doubt, this Section 11.6 sha)I not apply to any Permitted Sublease 11.7 Cmitinuilie Liability or Tenant. Notwithstanding the consummation or attempted consummation of any Tinnsfar under this Anlcie I ( (including. but not limited to, any assignment of this Lease), Tenant shall rennin as fully and piim❑rily liable fur ilia payment orRent End for the perfunnunee oral] Other obligations cribs "'tenant" contained in (his Lease to the same extent us II'Che Transfer hall not owurn:1 Any net or omission army Transferee tint violaes the terms orthis Lease shall be deenicd a delilull by Tenant under Oils Lease, and hollowing expiration ofthe applicable notice and cure per•Iod, shall be doomed an Event of Default, in which case. Landlord may proceed directly against Original Tenant (❑ illor ally or Its successors as the "Teuau" hereundor) without the necessity or cehaustiug Its remedies against such Transi'erca (notwithstanding the fact thin Ora Original Tenant (rand/o' any of its successors as the 'Tunant' hereunder) may have assigned all orits right, title and interest In this Lease). Landlord may eoneea to subsequent Tmnslbrs orthis Lease with Translerces of Tenant, upon notice ni 'Tenant. but without obtaining its or Chair consent thereto, and such action shall not relieve Tenant artist liability under this Lease. ILA Nan-Widyci, Thd consent by Landlord to sty TransFer shall not relieve Tenant, or an), Person ciaiining through or under Tenant, or the obligadr n to Obtain the consent of Landlord. pursuant In this ArLiCle I I, in any further Transfer. Following any Transfer, Luhdlm•d may collect (ten( from the Transferee without wihiving my rights heruuuder, and collection oldie Real from a Person adter than Tenant shall not he Mt th•Ckle CLraer tlr—Cla• nfSnaer tan Cna,r¢ • 1 1 • 80A-670 EXHIBIT 3 Learned a waiver of any of Landlord's rights under Mils 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 Loose, Art'riar12-SUBORDINATION ANDAITORNiiENT: CST 'I CLCFRTIFICATES•FINANCIALSTATCNICN9'S. 12,1 Subord nntbdh and Att r�nnienL 12.1.1 This Lease, and the rights and interests of Teniint hereunder, are and shall be subordinate to all Security instruments which now or hereafter constitute a lion upon or anlact the Project, the Building or the Promises and die rights and Interests of die Holders of such Security Instruments. Such subordination shall be effective without the necessity of die execution by Tensnl of any additional document for the purpose ofevidencing or affecting such subordination, In addition, Landlord shall have the right to subordinate or cause to be subordinated anysuuh Security Instruments in this Lease, rend in such case, in die event or die termination or transfer of Landlord's estate or interest in the Project by reason of any termination or foreclosure of any such Security Instruments, Tenant shall, notwithstanding such subordination, attom to and become the Tenant of the successor In interest to Landlord at the option of such successor in interest, Furthermore, Tenant shall within five (5) business days of dan nid 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 or deed of Itmst, in die fermi required by the Holder of the Security Instrument requesting the document. If requested to do so, Tenant shall nttom 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 tenninatlon or foreclosure of say 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 =, 12.1.2 Should any current or prospective mortgagee or ground lessor for the Building or die Project (or any portion thereof) requiro a nrodi rication or modifications of the Leese, which modi iicatlon m modi 6cations will not cause an Increased cost or expense to Tenant,or in any other way materially and adversely change time rights and obligations of Tenant hereunder, dnen and In such event, Tenant agrees that this Lease may be se 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 tiarafor. 12.2 LItomrel Cerdfienfes, Tenant shall, upon not less than ten (10) business days prior written notice from Landlord, execute, acknowledge and deliver to Landlord a statement in writing certifying those facts for which certification has been requested by Landlord or any current or prospective purchaser or current or prospective Holder of any Security Instrument, Including, without limitation, that: (a) this Lease is unmodified and in full force and effect (or setting Carib any modifications that have occurred), (b) the dates to which tine Base Rent and other forms of Rent payable hereunder have been paid, (c) whether or not Landlord Is in default In the perfemi nee of any covenant, agreement or condition contained in this Lease (and, if so, specifying each such default of which'fenant may have knowledge), and (d) any other facts forwhich certification is reasonably required by Landlord or customarily required by any prospective purchaser or Holder to which such estoppel certificate is being provided. 'flee form of the statement attached hcrew as Exhibit "I" is hereby Approved by Tenant for use pursuant to this Section 12.2, but Landlord shnil have the right to use other ferns for such purpose, Tenant's failure to cxaoute 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 prepued by Landlord and delivered to Tenant Any statement delivered Pursuant to this Section 12.2 may be relied upon by any prospective purchaser, mortgagee, ground lessor or other like enpi mbrancer thereof or any essignee array such encumbrance upon the Building or die Project. 12.7 , Finmfein1 Sta teiiic—"E-A2 any time duiIng'dhe Terri; M-ith`i-'sliall; upon' Fi: (5)"busrness days''pi•mr notice from Landlord, provide Landlord with then current financial statements and financial statements for each of the two (2) yeas prior to die then current calendar year for each of Tenant and tine Guarantor (if any), Such statements shall be prepared in accordance with generally accepted accounting principles, consistently applied, and shall be audited by an independent cordficd public accountant. ARTICLE 13-CASUALTI't TAKING t3.1 Casualty 13.1.1 Repair oftbc Premises. Tenant shall promptly notify Landlord in writing (a"Damage Notice") of any casualty event, damage or eondidon to which this Section 13.1 is or finny be applicable (a ThisunIty"). Landlord shall, within a reasonable time after the discovery by Landlord of any damage resulting from nay Casually ("Casualty Dunage"h subject to reasonable delays for insurance adjustment ar either matters beyond Landlord's reasonable control. and subject to al I other tennis or this Section 13.1 begin to repair the damage to the Project and the Prumiies resulting from such C'usunhy, and shall proceed with reusomble diligence not to exceed 60 days to restore the Project and Premises (Inc 'Restoratlun") to substantially the sane condition os it existed beroro such Cnsunity, except for modifications required by opplicable Laws or covenants, conditions and restrictions, and msdilicatlons deemed deshmblo by Landlord; provided, however, that Landlord shall not be required 10 repair or replace any arthe Leasehold Improvements or any of Tenant's Personai Property (all orwhich shall he promptly repaired, restored and/or replaced by Tannin). Landlord shall have no liability for any inconvenience or annoynncc to Tenant at injury to Tenant's business As n result crony Casually, or the Restoration, regardless or the cause therefor. Buse Rent, and Additional Rent psychic under Sections 4.2 and il, shall abate 11'and to the extent Tenant comes to occupy A material portion critic Prenhlses that was damaged by a Casualty and rendered unfit for occupmicy (for the Permitted Use) as it result thereof. rot, the period or time commencing on the date 'tenant vacates such damaged portion of the Premises and continuing until the Premises Restoration is subsaniiolly complete (us reasonably determined by Landlord); provided, Iwwever, 11M such abatement shall be limited to [lie proceeds orrental interruption insurance proceeds with respect to the Promises and such Casualty, collected by Landlord, 13.1.2 lir•rcntlans to I.undlard's ObReatinns. No ntithsln aiding anylhing to the contrary contained in this $'eedna 13.1, Landlord shall have no obligadnn to repair the Promises and shall have lie right to lerminntc Oils Lease in oily case whero: (a) any portion ot'dhc Premises or any material portion Ville Prjject is dnmuged and (b) tiny orlhc 1'olinwing condlllons exist: (i) Landlord estimates in good faith thus the Restoration cannot reasonably be comploied (withom the payment nl'overihme) within one hundred eighty (130) Jays nl'L.midlonl's discovery ordle 801 I f'CI rk• Centur Ur -Clip rfSaimi,i rn Leum .12. 80A-671 EXHIBIT 3 Casunity Damage, (it) the Bolder of any Security Instrument requires any Insurance proceeds with respect to such Casualty Damage lobe applled to the outstanding balance aline obI!gallon secured by such Security Instrument, (III) the cost of the Restoration Is not fully covered by Insurnncc Proceeds nvallobte to Landlord and/or payments received by Landlord from tenants, IN) Tenant shall be entitled to an abatement argent under this Section 13.1 for a period ortima la excess of Ihlrty-three percent (33°/) of the remainder of the Term, or (v) such Casually occurs during the last eighteen (16) months OI'thc Term (disregarding Extension Terms, If any). Such right of termination shall be exercisable by Landlord by delivery of written notice to Tenant tit any time following die Casually until sixty (60) days following the later of: (A) delivery of die Damage Notice or (B) Landlord's discovery ordeterminalion ofany Opine events described in clauses (i) through (v) critic preceding sentence, and shall be elTect(ve upon delivery orsuch no(! ce of lerminntion (or• if Tenal has not vacated pie Premises, thlriy (30) days dmrealler), 13, 1.3 w:. &lute. Landlord and Tenant agree that die provisions of this SeQdon III slid the remaining provisions of this Lease shall exclusively govern Ina rights and obligations of the parties with respect to any and nit damage to, or destruction of, all or any portion orthe 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 hereinafterin effect (including, without limitation, Sections 1932(2) and 1933(4)'oFthe California Civil Code, as amended from lime to time). 13,2 Ta_k D-, Ifthe whole or a material portion of the Premises, the Building orthe Projectshall be taken under the powerofeminenl domain, Or said to prevent the exercise thereof (collectively, a "Taking'), this Lease shall automatically terminate as of the earlier of the data of transfer of title resulting grain such Taking or the date of transfer of possession resulting 5-om such Taking (the "Taking Date"), In the event or a Taking orsuch portion or the Project, the Building or the Premises as shall, In the opinion of Landlord, substantially interfere with Landlord's operation thereof, Landlord may terminate dls Leese upon thirty (30) days written notice to Tenant given at any time within sixty (60) days following the Taking Date. If a portion orthe Premises is so taken and this Lease is nor terminated; (a) Landlord shall, will' reasonable diligence and at Landlord's cost (to the extent orthe condemnation award received by Landlord), proceed to restore (to the extent permitted by Laws and covenants, conditions and restrictions than 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 attire Premises so taken, Except as expressly provided otherwise In this SectIgn 13,2, die 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 o separate &word for Cho loss or, 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 ilia condemning authority). No Taking of any portion of the Promises, the building or the Project (or any portion thereof) for a period Orions than two hundred seventy (270) days (a "Temporary Tilling") shall terminate this Lease or entitle Tenant to any abatement of the Rent payable to Landlord under this Lease, provided, however, that any award For any such Temporary Taking shall belong to Tenant, but only to the extent dint the award applies to any time period during the Term of this Lease, This Section 13.2 shall he Tenant's sole and exclusive remedy in the event of a Taking. Each party hereby waives the provisions of Sections 1265A30 and 1205.150 arthe Califomia Code of Civll Procedure aid die provisions of any successor orotherlawof like import ARTICLE I4—INDL'41NIFTCATTON AND INSURANCE 14.1 44a tver of 1. iability curd I adenmificnfion, Except to the extent expressly provided to the contrary herein, Tenant hereby waives all claims and causes of action against Landlord and all of time other Landlord Parties for any damage to persons or property (including, without I Lill tell an, loss of profits and intangible property) in anyway relating to Ten ant's'Use and acahpancy Of the Premises from any cause wbnlsaever, including, without limitation tire, explosion, falling plaster, steam, gas, air contaminants or emissions, electricity, electrfooI or electronic emanations ordisturbnncc, water, rain or snohv or leaks from any part the Building or from die pipes, appliances, equipment or plumbing works or from the roof, steel or subsurface or from any other place a' caused by dampness, vandalism, malicious mischief. Tenant shall indemnify, defend, protect aid hold harmless Landlord and each of the Landlord Parties from and against any and all Claims that arlse out of, are occasioned by or are in any way aurlbulable to; (a) the use a occupancy of tho Premises or any portion of the Project by Tenant, (h) the sets or Limits !ara of Tenant or any Tenant Party, (a) any default of this Lease by Tenant, or any litigation or other proceedings between Ten out and any third party; provided that Tenant shall not be required to so indemniry, defend or hold Landlord or any cribs other Landlord Parties harmless to the extent that any such Claims arise out orthe gross ncgiigo icc or willibI misconduct of Landlord, its agents or employees. 14.2 incur, nc . Al all times during the Tenn of this Lease, Tenant shelIt (a) procure and main lain, at its sole expense, the insurance policies described in Exhibit "O", attached hereto slid (b) Otherwise comply with each and all of the obllgations and requirements set forth In E2d :,Q . Landlord mnkes no representation that the insurance coverage specified to be carried by Tenant pursuant to this Exhlhit 101 is adequate to protect Tenant against Tenant's undertakings under the terms ofthis Lease or otherwise, and ifTenant believes that such insurance coverage required under this Lease is insu Illcient, at its own expense, Tenant shall provide such additional Insurance as Tenant deans adcquctc, 14.3 Willi Or (IrSuhrountinn. Notwithstanding any provision ofthis Article 14 to the ountmry, Landlord and Tenant intend dint their respective properiv dannge loss risks shall be borne by their respective Insurance carries to the extent of the property damage insurance (lint each of Landlord and Tenant are required to carry under Exhibit" ", and except as expressly provided otherwise in this Loose, in ilia event of a property loss, each of Landlord and Tenant hereby agree to look solely in, and seek recovery only that, their respective property damage insurance carriers to the extent that such properly loss is of n type that is covered by ilia property damage Insurance it is required to early under Exhibit ". As long as such waivers orsuhrogottun are reasonably available, each orthe parties hereto herehy waives all ai' Its rights gild claims against each of the other parties heroin for such losses. and provider) such waiver of subregallon shall not affect the right of such party as the insured under its property damage policy (or policies) to recover thereunder, waive all orthe rights ursubrogutlon Orlin property dannge insurers. The parties hereto further agree that, so long as no nnlerlal additional prcmhun is charged lhoralbret, their respective property insurance policies are now, or shall be, endorsed such Iha the liueguing wuivercl'subrOgullen shall not aired the right ofthc insured to recover dmurtunder. A ICI'I ('LG IS—RVI'NTS nP UI'I'A LII'I' lNU RI'\If DIfS 6&eots o r Dcranit Inv TeniurL The occuromec of any of lba tullahving shall aansduue a materiel delhuh alit breach of this L,ensu by 1'enunl Ian "fvenl of DcOudC'}: sift tY'{fvla frmm•DV- Cfq•afSanbrAan Lease .I3• 80A-672 EXHIBIT 3 15.1, I Any Ibilure by Tenant to pay any RenI or any other charge required to be paid under Ilds Lease, or any part lhersof (or to perform any of Its obligations under Article 6 above), if such failure continues for three (3) days Following Landlord's delivery of wrltten notice thereof. 15A.2 The shin dominant or the Premises by Tenant, or the vacation of the Premises by To rise for a period a ten (10) consecutive days (with or without Ilia payment of Rent), or die failure of Ten oil t to lake occupancy or the Premises within thl rly (30) days of the Commencement Dale (iL being agreed that the fact that any of Tenant's Property remains In the Premises shall nat be evidence that Tenant has not vacated or abandoned the Premises), 13.1.3 Any failure by Tenant to execute and deliver any statement or document described in Article12 requested by Landlord within the time periods specified therein, if such failure continues for tires (3) days alter 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 1111 sbavo, If such flilum continues for twenty (20) days (except where a different period of time is specified in this Lease, in which case such different time period shall apply) after Landlord's delivery of written notice thereof,, provided, however, that If the nature of the default Is such that it cannot be cured within the twenty (20) day period, no Event of Default shall exist if Tenant commences the curing of the default within the twenty (20) day period and thereafter diligently prosecutes the same to completion. 15.1.5 The making or furnishing by Tenant of any worranty, representation or statement to Landlord in conneclioa 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 ftrmiahod. 11.1.6 The assignment, subletting a• other Transfer, or any attempted assignment, subletting or other Transfer, of this Lease in violation ofArrtcie 11. . 13.19 Tha filing or execution or ocourrence of any one of the Following: (a) a petition in bankmpley or other insolvency proceeding by or against Tenant or any general pamper of Tenant, (b) a petition or answer by Tenant or any general partner of Tenant seeking relief under any provision of die Bankruptcy Act, (c) an assignment by Tenant or any general partner of Tenant for the benOfit of creditors, (it) 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 general partner of Tenant, (e) a proceeding by any govemmentit authority for die dissolution or liquidation of Tenant or any general partner of Tenant or any other Instance whereby Tenant or any general partner of Tenant shall cease doing businrss as a going concern, or (0 an admission by Tenant or any general partner of Tenant of its inability to pay its debts as they become due. 15.1.8 The default by any guarantor of Tenant's obligations hereunder under any inversely of this Lease, the attempted repudiation or revocation of any such guaranty or the participation by any such guarantor in ruby other event described in this Section 15.1 (ea if this Section 151 8 refen'ed to such guarantor In place of Tenant). 15.1.9 Any deault that continues beyond the applicable notice and cure period by Tenant or any Affiiiste of Tenant under any lease (other than this Lease) between: (a) Landlord or any AMIlate of Land lord and (b) Tenant or why Affiliate or Tenant. All of the notices described in this Seen IS 1 shall he in lieu of, sad not in addition to, any notice required under Section 1161 of the Cal ifonhia Code of Civil Procedure or any other lawn ow or hereafter in etroot requiring that notice of default be given prior to the commencement or an unlawful detainer or other legal proceeding. 15.2 Remed Ias, Upon the occurrence Or any Event of Del'auh by Tenant, In addition to any other remedies available to Landlord at law or In equity, without any further notice at, demand whatsoever Landlord shall have the option to pursue any one or more of the rem idles ddscribed in Section I of nit '4-F, attached hereto, each and ell orwhich shall, subject to applicable low, be cumulative and none,rclusive (and all of the Other provisions orSectton I of rhiblt" ' shall apply to in Brant of Derauh by Tenant hereunder), ARTICLE 16— LANI)LORD DEFAULT• LANDLORD'S LIDIF ITl' 16.1 ,Landlord Default Landlord's failure to pertbrm 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 lifter Landlord (and arch Notified Party) receives written notice from Tenant specifying (and describing in reasonable detail) the alleged default (and Identifying the applicable Lease provisiou(s)); provided, however, that if the nature arthe default Is such [list it cannot he Ourad withht the thirty (30) day period, no Landlord Default shall exist if Landlord (or any Notified Party) commences the curing orthe applicable deraull within thirty (30) days following its receipt of Tenant's dofauft notice and thereafter diligently prosecutes the same to completion. Subject to the romaining provisions of this Lease, fallowing die oocurr nice orany Landlord Default, Tenant shall have the right to pursue any remedy available under Law 1'orsuch Landlord Deruilt by Landlord; provided, however, that in no case shall Tenant have any right to turminata this Lease an account o1'nny such Landlord Default. 16.2 landlord's Lease Undotnkines, Notwithstanding anything to the uonhery contained In this Lease or any other Lease Documents, It is cepressly understood and agreed by and between the parties hereto that: (a) the recourse of Tenant or its successors or assigns against Landlord (mid the liability of Landlord to Tenant, Its successor's and assigns) with respect to: (i) tiny actual or alleged breach or breaches by or on the pot of Landlord Orally of Landlord's Lease Undc-tilkings at (ii) any uuitler relining to Tenau's use or occupancy of de Premises shall be limited to an amount equal to the lesser of, (x) Landlord's equity intarost in Ore Building and (y) the equity interest Landlord would have in the Ruilding. While Building wcro encumbered by indopendrnl secured Mincing equal to eighty percent (90%) of to value of tie Building; (b) Tenant shall have no rocouse against any other assets of Landlord or any other Landlord Panics (or their officers, directors or sbureholdem); let except to die extent Oil l.nnddord's equity Intevest 1n the Building(to the extent provided above), ill, personal linbllity or personal responsibility of may sort with respect to tiny nl'Lnndiord's Lease Undertakings at any alleged breach tlicreoris assumed by, or shall ut any time be asserted or enthrceablc ngninst. 101 rk'C'lvle Cenho' Or— C'Irp nfStlarll sill! Lassa • 14� 80A-673 EXHIBIT 3 Landlord or any of the other Land land Parties, and (d) at no time shots Landlord be responsible or Itable to Tenant for any lost profits, lost economic opporaalties or any form of aaasequentint damage as the result of any Aetna or alleged breach by Landlord of Landlord's Lease Undertakings or In connection with any other mutter relating to Tenant's use or occupatcyorthe Premises. 16.3 BPI by Lotdlm•d. A sale or conveyance by Landlord of the Project or or any portion thereof containing the Premises shall operate to release Landlord from any Ilab thy with respect to any of the Digression is, obligations, covenants or conditions, express or lmpli ll, herein contained in favor of Tenant ihat are to be par romp ed after (and/or that first accnie after) simh 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 ilia agreements, obligations, covenants or conditions, express or imp Ifed, herein contained in Ihvm-orTen out IIIat are to he performed after (or that first accrue Allot) such solo 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 adorn to the purchaser or assignee, such attornmenl to he effective and self-operolive without the execution orony further instruments by any of the parties to this Lease, ARTICLE 17-MISCELLANEOUS 17.1 tiotil All notices, requests and/or demands which Landlord or Tenant may be required, or may desire, to serve oil 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 all postage prepaid, or by It reputable overnight courlor 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 ilia address for Tenant set forth in Itera I i I of the Basic Lease Provisions, or, from and alter the Commencement Date, to the Tenant of Una Premises whether or nal Tcnant has departed from, abandoned or vacated the Premises, or addressed to such other Address or addresses as either Landlord or Tenant may Real 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 die some was posted. 17.2 Brokers. The parties recognize as the brokers) who procured this Lease, die firm(s) specified in Ilea 9 of die Basic Lease Provisions and agree that Landlord shall be solely responsible for the payment orally brokerage commissions to said braker(s), And that Tenant shall have no responsibility therefor unless written provision to the contrary has been made a pan of this Lease. IFTenant has dealt with any other person or reel estate broker In respect to leasing, subleasing or renting Apace in the Building, Tenant shall be solely responsible for die payment orally fee due said person or firm and Tenant shall protect, indemnify, hold harmless and defend Landlord from any Claims relating thereto. 17.3 fiiuhts Reserved by Landlord, 17.3.1 Ellin, by Landlord may enter the Premises of all reasonable times to: (a) inspect the some; (h) 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 be provided by Landlord to Tenant under this Lease; (a) post notices of non -responsibility; (a) exercise any of Landlord's rights or perform any or Landlord's obligations under this Lease; (1) 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 passible and so as to cause as little interference to Tenant as reasounbly possible) or (g) for any other reasonable purpose. Tenant hereby waives any claim For damages for any injury or inconvenience to, or interference with, TenanCs business, any loss of occupancy or quiet enjoyment ordhe Premises or any other loss uccasioned by such entry. Landlord shall at all dines have and retain a key with which to unlock all of the doors in, on or about the Promises (excluding Tenant's vaults, safes and similar areas designated by Tenant in writing in advance), and Landlord shall hal die right to use any and all means by which Landlord may deem proper to oper, 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 u idler any circumstances be deemed or construed to be a Forcible or unlawful enhy Into or a detainer of the Promises or an eviction, actual or constructive, of Tenant from any pall i ftte Premises. Such entry by Landlord shall not Act As a tenninadon of Tenant's duties under this Lease, If Landlord shall be required to obtain entry by means other than a key provided by Tenant, the cost of such entry shall be payable by Tenant to Landlord. 17„3,2 Riuht to 1nsc• Protect m Bullgine Na nrA and Siann eLandlord reserves the abaolu[e right to: (a) lease space in tine Project and to create such ether lenoncies in the PnUact as Landlorcl, lu its sole business Judgrnony shall deten»Ine is in tine best interests of the Project; (b) to change thne e noar strae[ address of tie Building and/or die Project; and (c) to lAstall, affix and mninlain any and all signs tar the exterior and run die interior of the Building and/or the project as Landlord may sa desire, In its sale disarotion. Candled does not represent and Tenant does not rely upon any specific type o• rumba• of tenants occupying any space In tie Building ar the Protect during the Tenn of this Lease, Tenant shall not, wiUroul tine prior nwitte» consent of Landlord, use the nave of the Building and/or the Project, orany pictures or Illuslrnllons of Usc Building and/or the Project. in Tenant's advertising or in any oUier publicity, and to the extant trot Landlord grafts such consent, shall refer to the Building and/or the Project by the name designated by Landlord, 17.3.3 The Other Imorovemls, if potions of the Project or property udjneem to the Project (collectively, the "Other 1 mpirovcmcnts") are owned by on entity other than Landlord, Landlord, at Its option, In its sole and absolute discretion, may enter Into an ugreement with the owner or owners orally w• all or the Other Improvements to provide: (a) for reciprocal rights of access and/or use of the Pmject and the Otter Improvements; (b) for Ilia common unanagell operation, maintenance, improvement and/or impair or ail or any portion of the Project and the Other Improvements; (c) for the atlocndun of A portion of the operating Expenses to the Other Improvements and the operating expenses and taxes for ire Other Improvements to the Project; and (d) for the use or Improvement orthe Other improvements and/or die Project io connection with the improvement, construction, and/or excavation or the Diller Improvements and/or the Project. Nothing contained herein shall be deemed or construed to limit ar uthcrwisc affect Landlord's right to survey nil ur any portion or the tireactor any other orLandlod's rights duscribed in this Leese 17.3.4 Renovation all Protect and 01her linuruvemenlsiCnnslruction of Nev Im m•nvenw tits, Tenant acknowledges than Potions orthe Project uod/ur ilia Other Ilnpmvame as Amy he under cnnsmnrctiun following Terl occupancy of the Irremiscs, and that such construction may result In leveis ortioixa. dust, obstruction of recess. cl which are in excess ol'that present in a rally cansh'ucled project. Tenant ankh ledges And agrees that Landlord may alter• remodel, Improve and/or renovate (collectively, file "Construction IlVork,I) lha liallding. Premises, andlo' the Prgjcet (including, without Ilmimtiun, by cansiructing new improvements in Common Areas), and in connection with any Constmclion work, Llil heat may. Among outer things, elect sadiblding or other necessary structures In the Building, or elsewhere iu or at the ,7011FCA✓e Ceulvr Or- C.'!p, of.Sauhr:Itin Len.ve .13. 80A-674 EXHIBIT 3 Project, restrict access to portions of' the Project, including portions or the Common Areas, or perform work in the Building and/or the Project. Ton ant hereby agrees that such Construction Work and Landlord's actions in connection with such Construction Work shad in no way eansttutoo constructive aviation of Ten cut not, entitle Tenant to any abatement or Rent. Landlord shell have no respons I bill iy or I abll Ity to Tenant for any injury to or interference with Tenant's business arising kom any such Construction Work, and Tenant shall not be entitled to any dannnges Thom Landlord For foss of use of the Premises, in whole or In part, or for loss of Tenant's personal property or Improvements, resulting From die Construction Work or Landlord's actions in connection therewith or for any Inconvenience occasioned by such Conshiuctlon 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 ]ease) and without being, deemed an aviation or disturbance of Tenant's use or possession oFthe Premises or giving rise to any claim rorseboff at- abatement or Rant: (a) to designate and/or approve prior to installatlon, all types orsigns,.window shades, blinds, drapes, awnings or other slndlar Items, and all Internal fighting that may be visible hot the exterior of the Premises and, notwithstanding the provisions of Article 10, the design, arrangement, style, color end general appearance of the portion of the Premiscs visible from the exlerfm•, and contents thereof, including, without limitation, Rrrniture, fixtures, signs, art work, wall coverings, carpet and decorations, and all changes, additions and removols 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 tie Building and/or (lie 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 endances, doors, corridors, elevators and/or stairs in the Building and/or the Project, provided lie 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 Bum using the Premises for tie purposes permitted [under this Lease; (a) to prohibit the placement of vending or dispensing machines crony kind in or about the Premises other than forme by Tenant's employees; (0 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 mail chutes and boxes located In or on the Premises according to the rules of the United Stmes Post Orrice and to discontinue any mail chute business in the Building and/or the Project; (h) subject to Tcnant's rights triteness under Section 2.1.3to 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; (p to install, operate and maintain survedlancesystems which monhor, by closed circuit television or otherwise, all persons entering or leaving die Building and/or the Project; a) to Install and maintain pipes, ducts, conduits, wires slid structural elements located in the Premises which serve other ports or other tenants of the Building and/or the Project; (it) to retain at all times master keys or pass keys to tie Premises; (1) to modify, change, add to or delete the design, configuration, layout, size, Ingress, egress, areas, method of operation, and other characteristics of or relating to die Parking Facilities at any time, and/or to provide for mom se, partial use or restricted use of portions thereof, (m) to delegate control of the Parking Facilities to a parking operator (and/or to master lease the Parking Facilities to a parking operator) in which case Landlord may assign any or all of die rights, including rights of control, atrfbuled 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 prom honed by any governmental or quasi gavarnmental authority or public utility relating to; (1) the use or conservation of energy, water, gas, Ifght or electricity, reduction of automobile or other emissions, or die provision of any other utility or service and/or (li) tie reduction and/or management o f oaf ic, uvtispartmion or parking in or around the Project. 17.4 Licht an d Air, No diminution or shutting off of any fight, air or view by any structure now or heremer created shall In any manner affect this Lease or the obligations of Tenmit hereunder, or increase any of the obligations of Landlord hereunder, 17,5 Force Moienra. Landlord shall Incur no liability to Tenant with respect to, and shall not be responsible for tiny failure to perform any of Landlord's obligations hereunder if such failure is caused by any reason beyond die control or Land lord, Iticluding, but not Iinilted to, strike, labor trouble, governmental rule, regulations, ordinance, statute or Interpretation, or by tire, earthquake, civil commotion, or failure or disruption of utility services (n "Force Majeure Event"). The amount ot'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 d ifl'erent from the foregoing types of occurrences. 17.6 A(in racvs' Faesi Covcrolfit, Lowe No Coantercinim Choice of LAws• w'aNer nrdury Trial, 17.6.1 Attorneys' Fees, Ireither Landlord or Tenatrt shall commence any action orother 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 or whether or not the action or other proceeding is prosecuted to judgment and irvs'pective of any court schedule or'rensannble attorneys' tees, In addition, Tenant shall reimburse Landlord, upon demand, for all reasonable attorneys' Ices incurred in collecting (tent nr o(110mise seeking eni'arcement against Tenant, Its sublessees and assigns, arTenant's obligations under this Lease. IT6.2 Governing Law, This Lease shall be governed by, and consuved In accordance with, the laws of ilia state of Coliliorne (without regard to its conflict oFlaws principlesj, 17.6.3 Choice of.lurisdiction, Tenant hereby submits to local jurisdiction In the Suite of California and ogre", that ally notion by Tcnnnt against Landlord shall be instihned in the State ofCnilrnntu and that landlord shall have personal jurisdiction overTennat for any action brought by Landbord ogahnst'rimant in the State of Calilbmia. 17.6.4 Waiver ar Trial by ,lurv. TO THE FULLEST EXTENT PERMITTED BY LAW, LANDLORD AND TENANT EACI'I EXPRESSLY WAIVE THEIR REIF TO TRIAL. BY JURY IN ANY TRIAL HELD AS A RESULT OF A CLAIM ARISING OUT OP OR IN CONNECTION WITH THIS LEASE IN WHICH LANDLORD AND TENANT ARE ADVERSE PARTIES, THE FILING OF A CROSS. COMPLAINT BY ONE AGAINS"I"'NIE OTHER IS SUFFICIENT TO MAKE THE PARTIES "ADVERSE" 17.7 OFACConhnliunce.Tentmtrepresents, warrants and covenants toLandlord: (u)tintneithertteTenuitnoranyperson orcifly that directy owns it 10%nr gretder equity interest in it nor coy arts Orman. directors or nmsmrging members is a person or entity with whom U.S. 30 N' Os-Ir C Caner Or•—Cih• a%Suara Etna LeaA9 .1(r 80A-675 EXHIBIT 3 parsons or on lilies are restricted front doing business undor OPAC regulations (including those named on OFAC's Specially Des ignmed 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 tile Money Laundering Act, and (c) [het throughout the tern orlhls Lease the Tenant shall comply with Executive Order 13224 and with the Money Laundering Act. 17.8 $Sate Sunning Ranutreating is, 17.8.1 California Civil Coda Section 1938. As of the dale orthis Lease, the Premises, Building and Project have not been inspected by a Carlified Access Specialist ("CASp") as referred to in Section 1938 of the California Civil Code. A CASp can Inspect tie subject premises and determine whether the subject premises comply with all of the applicable eonstruction.rniated accessibility standards under state law, Although state law does not require a CASp iirspeclion of the subject promises, the commercial property owner or lessor may not proliibil the lessee or [mina Pont obtaining a CASp inspection orthe subject premises rot flue occupancy or potential occupancy of the lessee or tolant, if requested by the lessee or intent, The parties shall mutually agree on the gmangmnenis par the time and manner of the CASp inspection, the payment of Iho fee for the CASp inspection, slid the cost of making any repairs necessary to correct violations Orconstmction-related accessibility standards within the Premises. 17,8.2 Chi ILatin IA Pit JIle R stmregs I Code Section 2549210, Pursuant to California Public Resources Code Section 25402.10 and the regulations adopted thereunder (together with any future law or regulation regarding disclosure of energy efficiency data V4111 respect to the Project, the "Electrical Energy Dlschnmre Laws"); (al Landlord Is oe maybe required to disclose to third parties (including, without limitation, prospective purchasers, larders and tanegts of tfie Project) information concerning file amount of electrical power consumed lit Ilse Project ("Electrical Energy Use Disclosures"), and (b) in order to make such Electrical Energy Use Disclosures, Landlord may need to obtain intormatlon 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 first is measured by a meter in Tenant's name). Accordingly, Tennnl 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 rellectingtits delivery of electrical power to the Premises or any applicable portion thereof that is measured by a meter in Tenant's name and/or (11) other in fa•mation (such as without limitation, ilia number ofemployees regularly working at the Premises (or any applicable portion themot), the types of equipment regularly used in the Premises (or any applicable portion thereof) andlar the regular operating hours at the Premises (or any applicable portion thereof)) dal is reasonably required for Landlord to estimate the amount or electrical power consumed at die Premises. 17.9 Pnir Emnlaymmrt Prgaticgs/Nml-Discriminatlan. 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, RIV status, age, disability, handicap or veteran status, Landlord sliali take ar'tirmatfve action to ensure that applicants are employed and dint employees fire treated during employment without respect to any of these bases, including but not limited to employment, upgrading, demotion, transfer, recruitment, recruitment advertising, Inyoff, termination, roes orpay orother forms orcompeusation, and selection for training, including apprenticeship. 17,10 Into to veteran. Tenant acknowledges dint it has read and reviewed this Leasemid that it has Ind ilia opportunity to confer with counsel in die negotiation of this Lease. Accordingly, this Lease'shall be construed neither for nor against Landlord or Tenant, but shall be given a fair and reasonable interpretation in accordance with the meaning of ills terms slid Ilia intent of the parties, All captions, headings, titles, numerical mrsrences mid computer highlighting are fe• convenicnce only and shnil have no effect on the interpretation of this Lease. All terms and words used In this Lease, regardless of the number or gander 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 ar this Lease to be performed by Tenant are separate and Independent covenants of Tenant, and not dependent on any other provision of this Leese, Time Is or the essence of this Lease and file performance of all obligations hereunder. In die event any provision of thls Lease is found to be unenforceable. ilia remainder of this Lease shall not be affected, and any provision found to be invalid shall be 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 unenromenble, and one of which will tender the provision enforceable, the interpretation rendcring the provision enforceable shot[ be adopted. 17.11 No Partnershin or Joint Vent irez No Third Party Denercitries, Nothing contained In this Lease shall be deemed or construed to create the relationship of principal and agent, or partnership, or joint venture, or tiny other relationship between Landlord and Tenant other thin landlord and laimil, Landlord shall have no obligations hereunder to any person or entity other then Tolant or any person or entity claiming through Tenant, slid no other portion sisal[ have any rights lieneunde, its against Landlord, For die avoidance ordoubl, it In understood and agreed that Potation Ilia[ are Landlord Parties are intended third party benericiudes ofand shall have the right to enthrce Sections 14.1, Id.2 14.3 and JU above 17,12 Gallen Aerminent: Amend rant• ,Sueecesory Survival or Oblieationit This Lease contains all of the agreements end understnndings relating to die leasing of the Premises end die obligations of Landlord and Tennnl in connection with such lensing. Landlord lips not mute. snd'ramnl is not relying upon, any w•alraities, or representations, promises or statements made by Landlord or any agent of Lnndlord, except Ihose expressly set liarth licrelll. This Lease supersedes sly still all Prior agreements and nmdel5lullitl bct%veeli Landlord and Teasel and alone axpresses the agreement of the parties. This Lenso shall not be amended, changed or modillgd in any way unless In writing executed by Landlord and Tennnl. Landlord shall not have walv'ed or rolensed any or ire righo lia•aLmdar unless in writing gild executed by the Landlord. Except ns expressly provident [retain, this Lease and the obligations of Landlord mud Tennnl contained heroin shall bind or inure to the benef7i of Lnndlorl and Tennnl and their respective successors and ausigns, provided tills Clause shill out permit any'rrunsibr by'I'count contrary to the provisions of A •c[c L L Any obligations of Tenant ocaming prior to the axpinuion of this Lease shall survive ire termination otitis Lease, and Tenant steal[ promptly perform all such obligations whether or not this Lease has aspired, 17.13 Prohibition Against Reem•dine, Neither thin L.en.se nor any nmmurandum, nllidavit or other idling with respect thereto shall Ito recorded by Tennnl or by anyone acting through, under or on hchalfnrTenan, ant II'C'Ivlr CeoMrnr—Ciryiufsnurrr Ann Leave .17. 80A-676 100MHM 17.14 Can floe n tfa lity, Tenant agrees that: (a) the terms and provisions of this Lease are subject to the terms of the Calilbrnio Public Records Act and Freodom of Infomintion Act 17.15 No Offer to Leas 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 slid effect until: (a) It is executed and delivered by Tenant to Landlord, (b) It Is fully reviewed and executed by Landlord End (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 tune and expense Incurred by Landlord in reviewing this Lease and Tenant's credit, constitute an offer by Tenant to Loose die Promises upon the terms and conditlons set forth herein (which offer to Lease shall be irrevocable for twenty (20) business days following the date ofdelivery), 17.16 Authority. 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 ofbath 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 vasmanis that Landlord has full right and authority to enter into this Lease and that Ate person signing on behalf of Landlord is authorized to do so. 11.11 Ce, Iernnrfi;, simile E,)eeution, This Lease maybe executed in counterparts each of which shall be deemed as an original, but all of which token wgethar shall constitute one and the same document Each of fie parties hereto agree that the delivery of an executed copy or counterpart of this tease by facsimile or email shall be legal and binding and shall have the some full force and affect as Van original executed copy or counterpart of this Lease hod been delivered. , )Slguatures Appear on Navi Page/ 801 WCl rle Comer Dr— CIA, nfSmrar Alm Lease d s. 80A-677 EXHIBIT 3 IN WITNESS NV IIlRh:O P. III is LOOSO is hereby esecutgd as ol'Ihe 1.,I'I'eG1IVe. l)illl'. I,AiN' D L0R D: 'LIi M: C11 SArNTANA, LLC, THE CITY Uh SAN'I'A AN'A, it Uclantut Iint�il�cJl'Inhilhv a Municipal cbnuit•ulion. BY: � �:,)y. Name: Andrew osbort'tt Name; Cvatjlin1 Kunz 'ritfco Authorized Siedn2. ory . Title: Lrterini ON Mnrinaer An'mv! �, of Name: Muriar—NulizarF �^ Title; Cleric, of the Unicil Gitectivo Dille: ,2017 APPROVED AS TO FORM; Sonia R. Cprvalltc, City Attm'ncy By:. Lisa Storck, Asst. City Attomey R$CUN1I AJ) APPRQYM,: Robert M. Zur 5c.. c1c luterim Executive Director Cutiiniuuity DCvelopment Agency 901 IFOlk•COW&Ur—Clt) of,Smtln Ann!.arse -19• Foo l • • EXHIBIT 3 9 80A-679 EXHIBIT 3 7�,-0YfQ FXRIA1T 11 NOTICE OF LEASE TERM DATES To: City of Santa Ana 801 W. Civic Center, Suite 200 Santa Ana, CA 92701 Attn: Deborah Sanchez A-2017-264.02 Re: Office Lease dated October 7, 2017 (the "Lease") between CA SANTANA, LLC, a Delaware limited liability company ("Landlord"), and the City of Santa Ana, n chatter city and muniolpal corporation ("Tenant") concerning Suite 200 on floor 2 of the office building located at 801 West Civic Center, Santa Ana, California. Deborah Sanoliez: In accordance with the Lease, we wish to advise youturd/or confirm as follows: 1, The Promises are substantially completed, and the Term shall commence on or has commenced on June 11, 2018 for a term of sixty (60) months ending on Jun 30, 2023, 1 Base Rent commenced to accroo on June 11, 2018 in the amount of $42,506.20 per month and as more pnrtloularly 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 pm rata adjustment. Each billing thereafter, with the exception of the final billing, shall be for the full amount of the monthly installmont as provided for In the Lease. 4. Your rent checks should be made payable to CF SANTANA. LLC, 2101 Roseomns Avenue, Suite 3270, El Segundo, CA 90245 Ann: Ken Quaoh, Accounting Manager. 5. The Promise contains 19,321 RSr, 6. Tenant's Proportionate Share is 15.361%. LANDLORD,: CFSantana, LLC, _.�mDelazcal`C"tiiiitimaliaGtltfp'eompatyt.-...v Name: �.iA_l'ttirew P1abo rne— Title: Authorized Signatory TENANT: THE CITE' OF SANTA ANA, a Municipal corporation r By; Print Name: Raid calintzl Title: Chv Manama 77° VEll AS TO FORM Matia D, Flutzar n Clerk of the Camcjl Attorney ,:1 N .:1 EXHIBIT 3 EXHIBIT "C„ 'r111S WORK LETTER (ibis "Work Letter") Is n0.ached as h to that cercniu OlTiice Lease (the "Leusc") 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 terns, covenants and conditions relating to the construction and Installation of the Tenant Improvements in die Initial Premises. All capitalized terms used heroin not otherwise defined herein shall have die meanings attributed to such terms in the Lease, III Landlord's Architect and the Isnalncers, Landlord shall engage (a) Fraser McClellan or another quallfied 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 drawinga for the structural, mechanical, electrical, plumbing, HVAC, Sire safety, and sprinkler work relating to the Tenant Improvements for the Premises. 1.2 Final Spice Plan; SSnacePlanninnAllowgpee, A copy of the final space plan (and pricing plan) for All Tenant Improvements in the Initial Premises ("Final Space Plan") is attached hereto es 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 SZ898.15 (i.e., $0,15 per RSF In the Initial Premises). Any Space Planning Costs in excess of $2,g9g.1$ shall be "Tenant improvement Costs" and shall be deducted from the Allowance Amount, 13 Final Warkine Drasvinas, 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 or complete fully coordinated architectural and (to the extant 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 die work shown therein and to obtain all Applicable Permits therefor, if any (detlned below) (collectively, the "Final Working Drawings"). Tenant shall, within five (5) business days alter Tenant receives die Final Working Drawings, either. (a) approve (he Final Working Drawings, or (b) disapprove the Final Working Drawings Plan because a Design Problem exists and return die same to Landlord showing revisions requited 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 die Final Space Plan. If Tenant disupprovcs the Final Working Drawhhgsbecmtse they contain one or more Design Problems, then Landlord shall cause Landlord's Architect to make the requested changes thereto to the extent required to eliminate such Design Problems and shall resubmit to Tenant such revised Final Working Drawings, with die foregoing procedure to be repeated until the Final Waking Drawings for to Premises are ultimately approved (o• deemed approved) by Tenant (as so approved, die "Approved Working Drawings"), The Approved Working Drmvings, As modified by any Changes (defined below) approved by Landlord, and all parts or components thereof Pro sometimes referred to herein as the "Construction Drawings". 1.4 Chart ees in the Final Space Plan and \nprpygy Working Ilcaw'nv , No Changes (defined below) may be made by Tenant without die prior wriuen consent of Landlord (In accordance with Section ,d 5A below); provided, however, that Landlord may withhold its consent in Its sole mid absolute discretion to any Change which In Landlord's Judgment are unreusonabte or would directly or indirectly delay Substantial Completion (defined below). Tenant acknowledges mid agrees that Tenant shall bear the cost or any Changes that are requested by Tenant, "Changes" means, collectively: (a) any changes, modifications or alterations in either the Final Space Plan or the Approved Working Drawings or in die Tenant Improvements for the Premises contemplated thereby or (b) any modifications or alterations to the Final Working Drawings requested by Tenant in accurdance with Section 1.3 above (or otherwise), other than any such changes, modifications ar alterations that Are required In order to eliminate a Design Problem. 1.5 Landlord's Review. 115.1 Any approval or consent of Landlord hereunder with respect to any portion or component of the Construction Drawings or die'I'ennnt Improvements shall be granted or withheld on die basis of such standards as Landlord shall establish in good faith from time to time. Landlord has established (or may establish in the Future) Building Standards for die components to be used in the construction or the Tenant Improvements in the Premises ("Eatding Standards"), The quality of oil Tenant Improvements shnll be equal to or of greater quality than the quality specillcotiuns of the Building Standards; provided, however that Landlord may, at Landlord's option, require die Tentim Improvements to comply with specific Building Standards. Landlord reserves the right to promulgate, establish, modify, delete from, trod make oilier changes to the Building Standards dam time to time. 1.5.2 Landlord's review or any matters (including, without lindlation, any rcquaslcd Changes); as set forth to this Work Lever, shall be solely for the propose or protecting Landlord's interests hereunder, and shall not Imply Landlord's review or the some, ar obligate Landlord to ravlew the same, I'or quality, design, Code compliance or other lika matters, for the botelit of Tenant or any other party, and Londlurd shall not he responsible for any omissions orerrurs contained in any such items. =12 2 COST OF TI I TENANT IM PROVE11 EV'1'S 2.1 _—knocat ion of Casts; AIImvancc Amann I; Ten it at hnmevement Costs. 2.1,1 SubJect to the provisions of this Work Letter. Landlord hereby grunts Tenant for the 'Tenant Improvement Costs Ncllncd below) nn nlantlm (Lila "A llowiuies Amount") equal to $772.840.00 (i.e.. $40.00 per RSF in the Initial Premises). Tenant shall bear all ,101 II' C'irlr Caner Dr—Clry rrfSrnuu rl un Lena¢ I fixhibit C EXHIBIT 3 Tenant Impravemont Costs (darned below) (slid all other mats or expenses Incurred by Tenant in connection with the design and construction of the Tenant Improve men is) in excess of pie Allowance Amount ("rxcess'ran Ant Improvement Costs") in Accordance with Ilia provisions of this Work Letter. Landlord shall have no obligation horaundw• to make any payments or disbursements, or to lucur any obligation to make any payment or disbumcnrent in connect lon with ilia design and cons illoilan of the Tenant Improvements, In a total amount which exceeds the Allowance Amount, In any even[, at all limes Ton ant shall pay and satisty in fulion a timely basis all alaligollons far payment incurred by Ten ant in connection with the design and construction oft lie Tenant Improvements, "Landlord's Architect" means the Cie all Red I ceased architect designated by Landlord from I me to time as Landlord's Architect. 2.1,2 "Tenant Improvement Costs" means the following: (i) the fees oftha Architect and the Engineers In excess of the Space Planning Allowmicc; (ii) Landlord's customary supervision fee (the "Supervision Fee") in an aulotimequal to threeperearit (3%) of the tetaI Tenant Improvement Costs (excluding die Supervision Pee); (iii) all fees and costs incurred by, and the cost of documents and materials supplied by, Landlord and Landlord's Considers It connection with the preparation and review of the Construction Drawings; (iv) the cost of any changes or modifications in or to ilia 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 ortravel frumflo public transportation and public rights -of -way, parking And rostroom areas, that are required to cause the same to comply with any applicable Codes); (v) the cost of any Changes to ilia Construction Drawings or the Tenant Improvements required by Code; (vi) all costs of (or relating to) construction of the Tenant improvements (without regard to the amount of 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 conlrwars' fees and general conditions; (vii) die cost of cable And other telecommunications lines Installed as pat of Ilse Tenant Improvements, but specifically excluding Any costs in connection with the installation of Tenant's telephone service (which shall be separately installed by Tenant's Agents); (vl() plan check, permit fees, license fees, Title 24 fees and use taxes; and (ix) the cost of installing Building Standard windowcoverings; and (x) the costs orthe tenatl demising walls and public corridor walls and materials to be installed on the second poor relating to the drywall and any finishes And hardware on the Premises side of such walls as designated by Landlord, 2.2 Pliyment 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 (darned in Section 3 2 1 below). Ifni any time during die course of performance or dis Tenant Improvements, Landlord In good faith detorridnes that the Excess Tenant lmprovemem Costs to be Ineumed In connection with performance critic 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 rdlure by Tenant to pay to Landlord any amount required to be paid to Landlord under this Section 2.2 (or under Section 23.2 below) within the time periods speelfied above shall be treated as failure to pay Real when the spore is due under the Lease, and notwithstanding anything in this Work Lotter Orbits Lease to the contrary, (a) Landlord shall have the riglu to require the Contractor (defined below) to discontinue its parformanee of the Tenatht Improvements until such time as Tenant oonnplies with the requiranents of this Section 12, (b) any delays associated with Any such discontinuance shall be deemed Tenant Delays (and shall not, in any case, constitute Landlord Delays) and (a) 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 SectJon 2 2• 2.3 Disbursement; Rccone)liptlon or Costs. Landlord shall have the right to disburse the Allawance Amount time tier with all Deposits previously made by Tenant (collectively, the "'tenant Credit Amount") for such Tenant Improvement Costs and In such order As Landlord sliall daterimine. Following final completion of the Tenant Improvements, Landlord shall reconcile (die'°TI Cost I1ecouallfild0a") 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 Cush to Landlord, the Amount of the excess within three (3) business days of Landlord's written request therefor, 2.3.2 If the TI Cost Reconciliation indicates that the Tonnnt Credit Amounl exceeds die total Tenant Improvement Costs Incurred or disbursed by Landlord hereunder, then: (a) to the extent of oily Deposits made by Tenant, Landlord shall promptly return (or at Landlord's election, credit against Tenant's obligaduns to pay Rent next corning due) the Amount Creech excess Deposits to Tenant, and (b) to the extent tint the 'I'I Cost Reconciliation indicates that Allowance Amount exceeds the total Tenant Improvement Costs incurred m• disbursed by Landlord hereunder (any such excess the "Unapplied Allowance Amount"), then Tenant shall have the right, exercisable on or before the first (111) anniversary of the Commencement Date to daliver u Disbursement Request (together with all arthc other items described in Section 2 3.1 above) requesting: (i) disbursement of rinds from the Unapplied Allowance Amount liar (A) Tenant Improvement Costs pald directly by Tenant; (II) disbursement of up to $193,210.0g (Le., $10.00 per RSF in the Initial Prenhims) from the Unapplied Allowance Amount for FF&E Costs (defined below) Incurred by Tenant; and/or (iii) disbursement of up to $94,405,00 (i.e., $d.00 par RSr In the Initial Premises) from die Unapplied Allowance Amount for Cabling & Moving Costs (donned below) Incurred by Tcnanl; provided thal, for ilia Avoidance of doubt, Landlord shall have no obligation under this Section 2.3.2 or otherwise to: (A) disbm'se any Amount in excess of ille Unapplied Allowance Amount, (B) disburse more than ilia amount spocilicd in clause (11) above lux FF&E Costs. (C) disburse more than the Amnon speeilwil in clause (!if) Above for Cabling and Moving Costs, ( D) disburse oily rands li•onn the Unapplied Allowance Anaam for which Tenant first requests disbursement oil or Alter the first Anniversary of ilia Commencement Data "FF&E Casts" means Costs Incurred by 'Tenant fix Ibrnhure, fixtures and equipment and cabling for the Premises, and "Cabling & h4uving Costs" means costs ineuried by Truant for cabling installed in the Premises And ur for Tcnant's move into the Promises, 2.3.3 Notwithstanding anything to the conlrury in this Work Letts, (or in oily other provisions ul'this Lease), 11'the Allowance Amount exceeds the tool Tenant Improvmnerl Costs incurred or dishursed by Landlord heraunder plus any amounts disbursed to Tenant under5eclion 2.33 above, Tonnut shall not be entitled to any credit Against o•abntemcnt of Real. 401 WCAdr CenrrrDr—Cq OfSanfeivrwr Lease Exhibit C EXHIBIT 3 —CONSTRUCTION; DCLIVCRV Op PIi,-_CMJgES: SUBSTANTIAL COMPLETION (INCH LIST ITCMS 3.1 ermit., Landlord will cause Landlord's Architect and the Engineers to submit the Approved Working Drawings to the Appropriate governmental eolilies and otherwise apply for all applicable building and other permits and approvals (collectively, "Permit&") (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 say Pemlit (including, without limitation, any buliding permit, certificate o f occupancy, or equivalent) is not timely or otherwise Issued. 3.2 Landlord's selection and Retentlon artht gontractig,. 3.2.1 Landlord shall submit the Construction Drawings for tie Premises on a fixed contract amount (or OMAX) 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 Contraction Drawings. Landlord reserves the rfght to designate the subcontractor or subcontractors to perform particular trades (or components of) the Tenant Improvements such as fire/life safety, FIVAC, structural and electrical work. 3.2.2 Landlord mserves the absolute right, without the need for consultation with or the consent of Tenant, to terminate the Contractor for nonperfomhance (as determined in good faith by Landlord) and in such case Landlord may select another general contractor to complete the Tenant Improvements, Notwithstanding oily provision of tills Work Utter to the contrary, Tenant hereby waives all claims against Landlord, and Landlord still)[ have no responsibility or liability to Tenant, on account of any nonperformance or any misconduct of any Contractor (or Any subcontractor lheeeoq for any reason, 3.2.3 If the Tenant Improvements shall constitute "public works: pursuant to Labor Code g i 720.2, 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 pcnahles In accordance with §1770 et seq. of the Labor Code which requires prevailing wages be paid to appropriate work classfficalions In all bid specifications and subcontracts. (b) Landlord shall require the Contractor to flamish oil &al)centractors/employees a copy arthe Department of Industrial Relations prevailing wo-e rates which Lessor will post at lie Job site. For further information on prevailing wage: bGtp://www dlren eov/dhr c atisties research hnnl (c) Landlord shall require the Contrectar to comply, with (and to cause its subcontractors to comply with) the payroll record keeping and availability requirement of §1776 of [lie Labor Coda, (d) Landlord shall require the Contractor to (and to cause its subcontractors to Lessodcono•Aetor to) make travel and subsistence payments to workers needed for performuace of work in accordance with the labor Code. (e) Prior to conhmeucement of work, Landlord shall require the Contractor to contact the Division of Apprenticeslhlp Standards and comply with § 1777.5, §1777,6, and § 1777.7 of the Labor Coda and Applicable Regulations, 3.3 Dcfvery of P • miser• suhstnntial Com hlcfinn Pinch 1'st Items, 3.31 Delivery at' 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 chtgatiousto perfamn(m'causa to he performed) the Landlord's Work and to construct (or cause to be constructed) die Tenant Improvements in accordance with the Construction Drawings) and to All of Landlord's other express obligations under the Lease (including, tinder Section9 of the Lease), Landlord shall have no duty or obligation to Improve, or pay for any improvement Far, the Prenises or any portion thereof and Tenant shall accept the same in its TennnL shall accept the Premises in its, then existing condition on the Delivery Date, "AS -IS", "WITH ALL FAULTS", 3.3.2 uhstnnlinl Cmnulation. For purposes of thls Lease, "Substanlial Completion" shall occur upon (And the promises shall be "SolaiNn[inlly Cornpleie" upm)) the substandi d completion of construction of [he Tenant Improvements pursuant to the Approved Working Drawings, as evidenced by a 41sign,11" on the building permit card by an Inspector of the applicable governmental authority (typically the city in which the Building is located)• with he oxceptlun of any punch List Items (da(ined below) and Any tenant fixtures, work•sualon, bulk-Ift furniture, or equipment to be Installed by Tenant or under Iho supervision of Con tractor. 3.3,3 I'r tch Lhl items. Alter the Substantial Completion by Landlord of the Tenant Inlprovenants. repmsentatives of Landlord, 'tenant and the Contractor shall completely inspect the promises and complete a list (the opmteh List") oral) Punch List items (detAad below). Autitorized represen tetvcs' of Landlord. Ten aI tint] the Con a•actur'shall execwesaid Punch List m 11 d to Listte their approval thereof. Landlord shall cause the Contractor m canrpicte all Punch List Items described oil the Punch Listre soon AS reasonably possible following the approval orsuch Patch Lis(. As used herein. "Punch List Items" nieuns all items of construction which entail one or more details of consuvction, decoration, mechanical Adjustment or installalion than tin not mmerially and adversely affect the use slid occupancy of any portico or[he Premises liver the normal candacL orTenant's business. 161 O'Ch re C3 L'xh ibis C EXHIBIT 3 3.3.4 Assignment of Warruntin r. Eire olive upon completion of the Tenant Improvements, Landlord shill realign to Tenant all warranties and guaranties by Contractor misting to the Tenant Improvements, and Tenant shall waive (and hereby waives) nil claims against Landlord relating to, or arising out of die construction of, the Tenant Improvements, sSEQJ ON 4 TtMEi 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 Tennal is required to approve or deliver an item, if no written notice of approval is given or the !tent is not delivered within the stated tiro period, at Landlord's sole option, at the end of such period (he item shall automatically be deemed approved or delivered by Tenant and the next succeeding line period shall continence. Except where specific time periods are specified herein, ell 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 shelf such period ever be toss than tve•(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 Archilect 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 Dcinvs. 4,23 Tenant D r • A `Tenant Delay" menus any delay as a direct, indirect, partial, or total result of any act or omission or Tenant or any of Tenant's Agents, including, without limitation, any of the following; (a) Tenant's failure to timely approve any matter requiring Tenanl'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) city requirement of Timent for materials, components, finishes or improvements which are not available within a commercially reasonable period, or which are different IPmm, or not included In, the Building Standards; (a) changes to the Base Building candler building Systems required by the Final Space Plan, the Approved Woking Drawings (or any Changes); (f) any unreasonable interference by Tenant or any OrTmonVs Agents will) the performance of the Tenant improvements; or(g) any otherevent specifed 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 faitowing: (a) Landlord's failure (lion• any reason other than a Tenant Delay or a Force Majeure Dairy) to approve any matter requiring Landlord's approval under this Work Letter Mihin 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 odenvise allowed under this Work Letter) with Tenant's performance orany 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 n 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 affeetveness of die claimed Landlord Delay, within three (3) days of its discovery of fire claimed Landlord Delay, notify Landlord in wriling of the existence orthe claimed Landlord Delay and the probable estimated duration of such cluimed Landlord Delay, 4.2.3 ILrce hMalcure Delays. A "Force lMajcurc Delay" menus any: (a) actual delay attributable to any strike, lockout or other labor or industrial disturbance (whether or not on the part of the employees oreilher party hereto) other than nay such disturbance caused by or related to any default or activities orTermnl or any Tenant's Agents (if claimed by Tenant) or. of Landlord or tiny or Landlord's agents, employees or contractors (if claimed by Landlord), (b) actual delay caused by any civil disturbance, 80L of lbe public enemy, war, terrorism, riot, sabotage, blockade, or embm;n, to) relief delay Attributable to lightning, earthquake, fire, storm, hurricane, loucht, flood, washout or explosion, or (d) actual delay caused by governmental delay In the issuance of the permits not due to the fault or mogligance of Tenant or any Tenant's Agents (if eloimed by 'tenant) Or gross negligence or willful misconduct of Landlord (if claimed by Landlord), or (e) any delay due to any other shnilar cause beyond the reasonable control or the party final) whom perfommance is required, and beyond the reasonable control or•lls contractors and representatives (including, svithuul limitation, (n the case pfTenant the 9'ennut's Agents). Notwithstanding any provision orlhis Work Letter to the cuntrary, in the event Thal tiny poly claims that it has suffered a Force Majc ire Delay, such party shall, as u condition of die effectiveness of such Force Mgjeure Delay, veltbin three (3) days ordiscovery arthe source of such delay, notify the other party hereto in Writing of bra existence of such Force Majeure Delay. the nature ol'the steps being taken bysuch party to minimize such delay and the probable ('animated duration ofsuch Force Majeure Dairy. SECTION 5 i. NCRA L PROVISIONS 5.1 Itenresmrintivos. Tenant tins designated DEBDRAII SANC}412. EC'ONOiVIIC DEVIMOPMENT SPECIALIST III as Its sale represelluaive with respect to lilt, matt n; sot forth in this Work Letter, who, until further notice to Luudlord, shall have full authority and miqu nsihilhy to act an hchalror the Tenant its required in tills Work Letter, Landlord has designated T'cd Biscbnk as Its sole representative with (aspect ta the matters set forth in this Work Letter who, until further notice to T'cnam. shall have IWI authority and ltsponsihility to act on behalfor the Landlord usrequired in this Work Lester 5.2 'Tenant's Euury into tilt, preupis❑s Prior to Substantial Cumulation. Provided Ebel Tenant mud Tenant's Agents do not interlure in any mspuel with Contractor's wok (or performance ol'lhe Tenant Impruvements) in live Building and the preililsas, Landlord shall allow Tenant luaio labfc ticuss to die premises nt least thirty (30) (lays prior to ire Substantial Completion for the purpose of l'eumu instolliog over Nor W011 . C.Our Lr—Cio-of'saura klu Lana 4 L':xhlhit C • 1 A • • A EXHIBIT 3 standard equipment or Fixtures (includhng Tenant's data sad telephone equipment). Not less than Ilve (5) business days pilot to Tenant's entry as permitted by the terns of this Section 5.2. Tre entshall submit a schedule to Landlord and Contractor, for their approval, which schedule shall detail the thning and popose 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 f ldemnifj', protect, defend and hold Landlord harndess from and igabist any Claims resulting in any way from any such eoby, 5.3 Tenon Ca Agents and Cmrstruetiou tirl tterv, Tenant's Architect, the Engineers (if any) and all subcontractors, laborers, nnaterialman, and suppliers retained directly by Tenant (collectively, "Tenants' Agents") shall conduct their activities in and around ilia premises, Building and the project in a harmonious relationship with all other subcontractors, laborers, materiabnen and suppliers at the Premises, Building and Project and, if required by Landlord, ell 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 or the Associated General Contractors or America, Subject to the provisions of Oils Work Letter, Tenant shall: (a) timely pay in full all charges of ench Tenant's Agents, (b) shall, on demand from Landlord, eliminate of record and satisfy, in full all mechales liens, stop notices as similar liens or encumbrances on tine Building asserted or Bled by any Tenant's Agent, (c) prior to any endy into the Building by Tenant or any Tenant's Agent, evidence, in foot satisfactory to Landlord, compliance in full with the insurance requirements set forth in Exhibit"C•2" attached hereto, and (d) iodemalry, derend, protect and hold Landlord harmless f}om 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 fill) with such construction roles and regulations as Landlord shall adopt from time to time. 5.4 Tenant's Least Default. Notwithstanding any provision to the contrary contained In this Lease, if air Event of Default, or a default by Tenaut under this Work Letter, has occurred at any time on or before the Substantial Completion, them (a) in addition to all other rights and remedies granted to Landlord pursuant to rite 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 Ram 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 Bush time as such default is cured pursuant to the terms of the Lease, Fill IVCh-le Cenhv Dr —Cis, afSnnheA tLease LqOORMTOOR EXHIBIT 3 Y�IBYi rJ� ci:`••c gad U pI••r�, � n.e�C. �•1i• 00 I t 1 ! 1 � r- <i k1r 67t1¢ H, Y ii;i (tl({ Ii f,• all G � .I c J •'r ., In,,a � (i Y i# III( ri ( I,'Il Ii! O(N: r Olf i ... n ,'�'' ill �'�:1:.�• "^ i�—�^ e�. I#i;,fj tt !tl ;dl ;jt. 41,1{s C`Ii ill; d il#i? ill ref; 'l(# Ili, IeliP.#r� Fei it G�P 1, I $ sh#?#11H o- 1 ,, t : l''}$� i.w.,.,;,d;,;r•� ! WIN {#I • { ; iaIrf... •:;r1 9ij;1; ;:jD i;:�i�3..,.!ty24'} ' 'l^ .i(;7,{{:tinIIi.I C:�:r;��i,#.:f. :�}'�91t11.{ !?i yy r r 11 u, 1. y 1 y f l',r ,'da• RI I JI!I _tM1 ,iiil 1, 1}II V k EXHIBIT 3 u ry Lq4ol7xf,4ofi EXHIBIT 3 SCI]LOULP. "C-2" INS 11RANCC RBOUIn EMLN„TS General Cevernael, All or Tenant's Agents shell carry arorker's compensation InaarA ICE covering ail of their respective employees, and shall Also carry public liability insurance, including property daninge, till with limits, III form and with companies as am required to be can -led by Tenant as set forth In Article I I of the Lease. .Special Coverages. Tile Tenant Improvements shall he Insured by Tenant pursuant to Article or Ole Lease Immediately upon completion thereaf. All of Tenant's Agents shall cant' excess Ilabillly mid Products and Completed Operation Coverage insurance, each hr amounts not less than $1,000,000 per inaldeni, $2,000,000 In aggregate, prinhary automobile liability insurance with limits of not less than $1,000,000 per occurrence, and workers' compensation as regoiied by law, and in farm 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 Ell Insurance carried pursuant to this $chedule"C-2" shall be delivered to Landlord before any entry into the Project by Tenant or Any Tenant's Agent. All such policies or insurance must contain a provision that the company writing said policy will give Landlord thlrty (00) days prior written notice of any cancellation or lapse of the effective date or any reduction In the Amounts orsuch Insurance, In the event that the Tarrant Improvements are damaged by any Tenant's Agents during die course of the construction thereof, Tenant shall immediately repair the some at Tenant's sole cost and expense. Tenant's Agents shall maintain all tithe foregoing insurance coverage in force until the Tenant Improvements are fully completed and accepted by Landlord. All pollcles carried under this Schedule "C.2"shall insure Landlord and Tenant, as their interests may appear, as well as Contractor slid Tenant's Agents. All Insurance, except Workers' Compensation, ma(ntained by Tenant's Agents shall preclude subrogation challis by the Insurer agafmt anyone insured thereunder. Such insurance shalt provide that it is primary insurance as respects the Landlord mid that any otter Insurance maintained by Landlord is excess and noncontributing with the Insurance required hereunder, The requirements of the foregoing insurance shall not derogate 0rom the provisions roe indemnification of Landlord by Tenant contained in this Work Letter. 401 IV'C'liJr Cmrr¢r Dr— Cdy efSnum Aea Lease SeheduleC EXHIBIT 3 EXHIBIT "D" RULES AND RPGU1 ATIONS Tenant shall faithfully observe and comply with the following Rules and Regulations (including, but not limited to the General Rules, the Parking Mules and the Rules of the Site (Cenu•aclor'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 otherand further reasonable Rules and Regulatlons as In Landlord's judgment may from time to lime be necessary for the management, sarely, care end cleanliness of die Premises and the Project, and for lie preservation of good order therein, as well as for the convenience of other occupants and tenants Ihecin. Landlord shall not be responsible to Tenant for the nonperformance of any orsaid 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 aid Regulatlons ror the benefit crony particular tenants, but no such waiver by Landlord shall be construed as a waiver orsuch Rules and Regulations in ravor crony other tenunt, norprevent Landlord from thereaftcrenforc(ng 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 Cosa crony conflict between these Rules and Regulations and the Lease, the Lease shall control. 1. CENERALRULES 1. The sidewalks, driveways, entrances, passages, courts, elevators, vestibules, stairways, corridols Or halls of the Project shall not be obstructed or used for any purpose other than Ingress and egress, 21 No awnings or other pinjectioll shall be attached 10 due outside walls oftheproject withattLamallovips prior written consent. J, The sashes, Arab doors, skylights, windows mud doors that reflect or admit light and air Into the halls, passageways or other public places in the Project shall not be covered or obstructed, nor shall any bottles, parcels or other articles be placed on the windowsills. Neither the interior nor tie exterior of any windows shall be coated or otherwise sunsumened without Landlord's prior written consent, If Tenant desires window curtains, the snore must be orsuch uniform shape, color, material and make As may he prescribed by Landlord. d. Without Landlord's prior written consent (in its sole And absolute discretion), no sign, advet(sement, 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 or tie foregoing, Landlord may remove fix acme without any liability and may charge the e incurred in such removal to Tenant. All Building standard signs whether on doors, directory tablets or elsewhexpense ere, shall be inscribed, Painted oraflixed for Tenant by Landlord at the expense of Landlord, and shall be ofaslea, color and style acceptable tLandlord. 5. The bulletin board or directory of the Project will be provided exclusively for the display of the name and location of'I'enant only; and Landlord reserves (lie right to exclude any other names therefrom, and ench end every name in Addition to die name of Tenant placed upon such bulletin board or dinmtory, shall be subject to Landlord's prior written consent (and If approved by Landlord, all costs thereror shall be paid by tenants), Any such listings or representations, once Installed, shall be subject to relocation or removal upon Landlord's written request fir any reason (except that any such relocations or removals at Landlord's request, unless such request is based upon Tenant's breach Orlin Lease shall be paid f'or 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 condors shall be kept closed, except when being used for ingress and egress. 7, 7CIlantsholl not mark, paint, drill or bare into, cut or string wims in, lay Ifnaleum or other floor coverings, In, or in any way deface ally pan Arita Prenises or the PrgjecL except with LandlOrd's prior written consent mid as Landlord may direct, 8. All keys shall be obtained from Landlord. Ni) 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 b' existing locks or the mechanisms thereof. Tenant must, upon the termination Offs tenancy, give to Landlord nil keys pertaining to the Premises and the Project, and in tie event of tie loss of any keys so furnished. 'tenant shall pay Landlord the cos( Orreplue(ng same or changing the lock or locks opened by such lost key(s) If Landlord Shull decor it necessary N make Such Change. 9. No window or other all. conditioning or heating units or other similar appmmus shall be installed of used by Tenant without Landlord's prior wrluen consent, 10, The water and wash closets and Outer plumbing txtnms Shall not be used for any purpose other than arose fur which they were constructed and no sweepings, nrbbish, rugs or other substances shall be thrmnn therein. Tenant agrees to prevent the overflow or release of water Il-oar bathrooms at, kitchens. Including but not United to tollels, sinkx, kitchen Appliances, and other water receptacles. All damages resulting form Ally misuse Of the D.uures by, or overflow or release of water caused by, Tennt or its servants, employees. agents. visitors or licensers shall be, burro by Tenant. 11. Tenant Shall: (r) clean and dry visible moisture on windows, wails, and o(hur s ll-i cs, Including personal property as soon as possible. (b) regularly cleml and sanitize kitchens and other surfaces where water, molmuro condensation, mid lucid can collect shall be regularly cleared and sanitized And (C) limit the svu(eing nrany indoor plants. 'I'aapt shall vol Obstruct or impede flesh Air supply to furnace, oil, conditiuner or lmatcr dauts. or regular or flow and circulation throughout premises. Tenant shall report ally of the following to Landlord within florty.efght (48) hnmw ullcr Tenant Irs't becomes aware of the same: (i) non working fun, heater, air conditioner or ventilation systems; (il) plumbing leaks. drips, amcaling pipes, and/or wet spots: (ill) ovcrlluwt from bathroom, kitchen, nr other fpcililies. Including. 691 W chic Crnrvr Dr- Go' 01',.Ssem Amu Leave k f:xhihit 17 • • • L46 � • • r0=1 tIB] but not limited to, tubs, showers, shower enclosures, toilets, sinks, kitchen appliances, or other receptacles or water, especially In cases where die overflow troy Iowa parnhemed walls, floors, ceilings or Fixtures; (Iv) water intrusion Into the Premises orally kind; (v) pry mold or black or brown spots or moisture or surfaces inside the Premises; (vi) broken plumbing systems orsanding water near slruauras within the Premises; and (vii) any odors consistent with mold growth within die Premises. 12. All removals froth, 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 supervlslon orLandlord or its agant(s), and die persons employed by Tenant to perform such work must be acceptable to Landlord, Tenant shall be responsible for any damage to die 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 die Project all such heavy or bu Iky equipment or articles, the weight of which may exceed the floor load for which die Project is designed, or such equipment or articles as may violate any of the provisions of 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 Iremor to die 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 die conduct of Tenant's business. 14. The Premises shall not be used for manufacturing or for the storage of merchandise except as Stich storage may be incidental to the Tenant's use of die Premises for the Pemilaod 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 as a barber or manicure shop, The Poem is" shell not be used for lodging or sleeping or for any immoral or Illegal purposes. 15, Tenant shall not make, or permit to be made, any unseemly or disturbing noises, or disturb or imsrfore with occupants of the Project or neighboring buildings or premises or those having business with 11 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 lours, windows or skylights or dowry passageways or common corridors, 16. No bicycles, vehicles or animals of any kind shall be brought Into or kept In or about the Premises, and no cooking shall be done or pcmdued by in die Premises, except that tic preparation of coffee, tea, hot chocolate and similar items for Tenant, its employees and visitors shall be permitted provided such activities do not otherwise violate die Lease, Tenant shall not muse or permit any unusual or ohjectioaale odds to be produced in or omanato.from the Premises, 17. There shall not be used in any space, or In the elevators, common corridors or public halts of die building, any hand trucks except those equipped with rubber tires End side guards, IS. No vending or coin operated machines shall be placed by Tenant within the Premises without Landlord's prior written consent. 19, No person shall be employed by Tenant to do Janitorial, maintenance, construction or similar work In any part of die Project without Landlord's prior written consent. Any person employed by Tenant to do Janitorial, maintenance or similar work with Landlord's consent Shall, while in the Project, be subject to and under the control and direction of Landlord or its agent or representative (but not as on agent or servant of Landlord) and Tenant shall be responsible for all sets ofsuch persons. 20, Landlord shall have the right to prohibit any advertising by Temmt which, in Landlord's opinion, tends to Impair the reputation of the Project or Its desirability as no office building, and upon written notice rrom Landlord, Tenunt shall rorruln from or dlscondnuo such advertising. 21. Canvassing, soliciting and peddling are not permitted In the Project, and Tonam shall cooperate to prevent $ante, 22. Landlord reserves the right to control access to the Project by all persons after reasonable hours orgenerlly recognized business days and at all hours on Sundays and legal holidays. Tenant shall be responsible for all poisons for whom it requests aflar-hours access, and shall be Iloble to Landlord for all acts and omissions of such persons. Landlord assumes no responsibility and shall net be liable For any dmmage reselling frmmi die admission crony unnuthorized person to the Project. 23. Landlord reserves the right to exclude or expel front die Project any person who; in die judgment or Landlord, is intoxicated or tinder the influence or l iquor or drugs, or who shall In any manner do tiny act in violation of these Rules and Regulations, 24. Tenunt shall not suffer or parnmit smoking or currying of lighted chlis or cignrcucs In areas reusonibly designated by Landlord or by aliplienhde governmental agencies as nonsmoking oral. 25, Tmmal shall comply with all safety, tire protection and evacuation regututiuns established by Landlord or any npplicabie guecnunental agency. 26, Ton ini assumes all risks tram hhotl or vandalism and agrees to keep the Premises looked as may be required. II. PARNINC RUI.ES. 80111'Cirir Causer Or-tip'oJ'satun:Wn tea.ve .21 INIflint D EXHIBIT 3 The following parking rules and regulations ("parkins R1119 ") shnll be In effect of the Project, Tenant shall comply with these Parking Rules in its use (and in the use offts visitors, patrons and employees) of the Parking Facilities, I• Parking areas shall be used anly for parking vehicles no larger than PoII size, passenger automobiles herein called " e n' Ld iz Vehicle •" Vehicles other thin Permitted Size Vehicles are herein referred to as "Oversized Vchiele9" 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, orparked in areas other than Ihosedestgnated by Landlord forsuch activities, 3. Parking stickers, access cards or identification devices shall be the property or Landlord, and shall be returned to Landlord by die holder thcreorupon tenninstion orthe holder's parking privileges. Tetlanl 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 Ole loss Drench devices. 4. Landlord reserves the right to: (a) refuse the sale Ormonthly 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 Ella Parking Facilities, 5. Landlord reserves the right to relocate all Ora part orthe parking spaces on the Project from one location on the Project to another and/or to reasonably adjacent orfsite location($), and to reasonably sllecate then, between compact and standard size spaces, so long as the some complies with applicable laws, ordinances and regulations. 6. Users of the parking area will obey all posted signs and park only In die areas designated for vehlele parking. 7. Unless otherwise instructed, every person using the parking area 9s required to park and lock his own vehicle. Landlord will not he 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, Vestablished, 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 Permflled Size Vehicles. The maintenance, washing, waxing or cleaning of vehicles In the parking structure or common areas of the Project Is prohibited. Tenant shnll have no right to install any fixtures, equipment or personal property (other than vehicles) in the Parking Fncilities, nor shall Tenant make any alteration to the Parking Facilities. id. Tenant shall be responsible for seeing that all or its employees, agents and invitees comply with all applicable parking rules, regulations, laws and agreements (including, without linsitation, these Parking Rules). I I. Stich psrkb,g 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. Tel shall, upon request of Landlord fivm time to time, ftnialsh Landlord with a list of the names of its (mid its Tmnsreree's) employees and vehicle license pinto numbers. 14, Persons using tie Parking Facilities shall observe all directional signs and arrows and any posted speed limits. Unless otherwise posted, in no event $hall the speed limit of five (5) miles per hour be exceeded. All vehicles shall be parked entirely within painted stalls, and nu vehicles shall be parked in areas which are posted or marked us "no parking' or on ramps, driveways and aisles, Only one (1) permitted Size Vehicle may be perked in a perking space, in no event shall Tenant interfere with tie use and enjoyment of the Parking Facilities by Other tenants of tie Building or their employees at. invitees, 13. Should any parking spaces orprivfleges be allotted by Landlord or Tenan6 either on a reserved or unreserved basis, Tenant shell not assign or sublet any orthose spaces, citicr volanarily or by openaion ol'Invv, without the prior written consent of Landlord, except in connection with all uuthorized assignmentorthis Lease m• subletting ofdre Premises, 16, Tenant agrees to notify its employees And visitors (and Its Transferees) orthe requirements orthese Puking Ricks as the Same ore modified li'ont time to time, and assumes responsibility fur complinnce by its employees and visitors (and its Transferees, and their employees and visitors) with these Parkins Rules as the some are niodided Front time to linneTenant nutherizes Landlord tD tow away front the Building and/ur Parking Facilities any vehicle parked In violation of these Parking Rides, and/or to &mach violation stickers or notices to those vehioles. fill ItUll OF THE SITE (CONTRA C.TOWS WORK), The following rules and regulations shall apply to tiny wvrk peribruied at the Pruiecl by or under the dircctlou of-rcl or any Other Tenant Party. Before commencement of oily such wvrk, Ton on shall deliver in Lal rdlord a copy or these Rules or the Site (CO Da•aemr'S Work) executed by 01 coutruclor(s) performing such work. I, The I'nlleadng Rules of the Site I'or Contractor's uurh ("Rules Ell, the Site") shall govern the operation aF Control and C'ontmctor's Lnndlnrl), subcontractors. The lanais "Owner"and "Owner's Representative" are the sane far Pullni'this document (and where used, rotor to the s/11 n' Clric Cearer Or-Cl)� aj'Swita Ann Laavv ,3_ tishfhit D 80A-691 EXHIBIT 3 Within a reasonable time prior to (he start of oily on -site work, delivery of materials, equipment, or personnel, Contractor will submit to Owner the following; A- A complain 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 orInsurance 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 Requss0. 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 o f their work. 0- The name end phone number (including emergency phone numbers) orpersonnel who are authorized to represent Ilia Contractor. 3, No revisions or changes orally kind may be made to We 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 builing 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 lie quiet and peaceful enjoyment of odaer tenants or occupants of the project, or wid) the progress or Owner's work of operations. Any work that is in conftl et will be rescheduled by the Contractor to such time as approved by Owner. Additionally, Owner shalt hava no liability for any costs or expenses Incurred by Contractor (or Tenon() in connection with such rescheduling. S. Contractor and subconhrrc(os shall employ persons and nienns for the orderly progress of the work without interruption on account of strikes, work stoppages or simllat' causes of delay, Additionally, Owner shelf have no liability for any costs or expenses Incurred by Contractor (or Tenant) In connection with such delays. 6. Materiels and tool storage will be limited to die areas for which access ties been granted. 7. Clean-up and rubbish removal shall he provided by the Contractor at Contractor's expense. Contractor must, on a daily basis, remove all rubbish, surplus and waste material resulting from the performance of his work. At die request. or Owner, Contractor shall relocate any materials causing an obstruction as directed by Owner. Contractor will not be allowed to place a dumpstor on site on a continuous basis during construction. important note: The placement and location ofrubbish dumpsters and bins must be approved in advance by Owner. I. In general, Owner will Interface with Contractor to the extent necessary for work to be completed within Ole guidelines of project specifications and for the enforcement o f building rules and regulations. 2. Contractor will make arrangements for unloading, brash removal and hoisting after name[ working hours due to the local city raise ordinance, (No such activity will be allowed between the boors of ID:00 p.m, to 7:00 inre,) At no time will tine Contractor be given exclusive reserved net of the freight elevator unless eppl led for by Contractor and approved by Owner. Contractor may be afforded access to loading dock space and hoisting facilities far limited use at such lime during normal working hours as Is prearranged wilh Owner, of nt other times, with the consent of Owner and upon payment of Owner's prevailing ree for after-hours use slid access. 10. Cno actor will be afforded unloading areas as prearranged with Owner. All materials unloaded at dnese areas will be moved to an area of use Immediately and shalt not be stored or used in away which adversely impacts use of the Building. if. Contrnciar (and Tenon[) will be responsible fur the security of its own materiels, equipment and work, and that of his subcontractors, Contractor will also be responsible Rir damage caused by Contractor or its subcontractors to die project, Building and/or tenant areas, including. but not limited to the loading dock and indoor and outdoor public arms, freight elevators, etc. Any such damages will he promptly repaired to the Otwicr's satisfaction at sole coat of Contractor, 12, Contractor will comply with all applicable codes, laws and regulations pol whi lit to the work ol'Conu umur, including all safety unit health regulations. The Contractor shall supply ilia Owner with a Master List of all iiazardous Materials and lieu• MWeriuI Salbty Do to Shoots (NISUS) upon delivery to the job site. A discussion will then ensue pertaining to the stile storage, handling Unit use ol'these materials, ns amll us the Contractor's emergency preparedness plmr fur handling the containment and clean -UP of potential I IMURRIotla Material spills. 13. Contractor will nut engage In any labor practice that may delay or otherwise Impact the work of Owner or any other conunnctor. Id. No base building systems will be tuned oil' or disengaged by Contractor or any subcontractor without prior written approval and supervision by a representative arOwner or its agcul. Said systems Include but are not limbed to sprinklers, electrical circuits, air -bundling units, smoke heads and waler supply. Building electrical power shut -downs are allowed, with the prior written consent ol'Owner, on satunlays between 10;00 p,ul. and 3:00 a.m. only, A request for approval shall be made to [lie Pnipeoy M❑mager ill lent ten ( 10) days in advance. nor W Oklr Canny Ur—C10 n/.Snnrn:Inn Lama �4 Exhibil 1) 80A-692 EXHIBIT 3 15, Doors to all work areas, Including stairwells and mechanical and electrical closets, will remnlo closed at all tithe. Propping doers open is expressly prohibited, 16. All Contractor and subcontractor personnel, materials, touls and equipment are to enter and exit the Building through the service elevator only. Owner may at any (lore Will e n check Inlchcek out system, or a badge system, for all people and material In tine Building and die 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 nil dimensions for accessibility with building conditions, and shall be responsible for same, )8, Contractorsitnilnotpermittedanyident*1119signageoradverlisingwithintheProjectorBuilding. 19. During construction, Contractor shall maintain supervisory personnel on Elie 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 Con4uclor 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 tie area adjacent to his work. 21. Conp'actnr will ensure flint all stairwells, mechanical rooms, electrical and o dephone closets, etc, accessed by Contractor or subcontractors In conjunction with Contractor's work, will be cleaned and Floe of debris nightly, 22, Public areas adjacent to premises where Contractor's work is being performed shall remnin flee of debris and materials at all limes. 23, Contractor shall be responsible for all his actions on site as well as those or its subcontractors, and shall Indemnify, defend and hold harmless the Owner and the other Owner Parties Rom end 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 he distributed lfproper 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, Bequest fro permission to do cutting shall include explicit details and description of work mid shall not under any circumstances dim4rfsh die structural integdtyof the Bllildlog or die Integrity of any of components or systems, The work is to be done only with the explicit written permission ofdmo Property Malinger, and only on an "Off -Hours" bnsis. Such work is to be dono only under the direct supervisory of a competent member of the Conuaetor staff. Any auch &no is to he promptly repaired end returned to a fully fhnctloning, complete, and clean condition, 26, All work is to be done to a minimum standard of quality as required by the Base Building Drawings and Specifications (to be made available by Owner upon request), It Is the responsibility of the Contractor to be fil Specifications. ly knowledgeable of the Base Building Drawings and 27, All Life Safety Systems for the Building are to be maintained, and all of (lie Tenant's work Is to be properly interfaced with and connected to the Base Building systems as required by Laws, r- by Building operation. All work Is to be done In such a way as to protect all Base Building operations and wmrantiea. 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 Po' false fire alarms due to contractors' or subcontruuturs' negligence will be billed to end 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 uecussmily limited to the following: A - overtime or after-hmlrs elevator usage B - utility usage forconstruotion activities beyond stondael powcrand water usecl in connection with general office uses C. extra and continuous cleanup of elevitlors and public spaces as required due to construction activity; Contractor to provide die usual protection of existing improvements, and exercise care End good sense D- extended or after-hours use of the loading dock 29. In addition to cleaning requirements described above. Contractor shall, in prepaclion Fur substantial completion or occupancy or the project by Tenant, perform final cleaning of Contractor's Work, 30. When Contractor takes over tar siren l the Owner, belbre conuncoeing work Contractor %hall ascertain that the ores is in E safe and sunimry condition, and ntnintoln the area as necessary (at its sole cost and exp(nse) in It safe end sallhOty contrition and to in standard meeting all applicable Imes and regulations, 31. Owner requires job progress meutings, Tho Cuntructor will attend with u repiesonlntive authorized in speak and net ail the Cnntnlctor's behalf Arid itione fly, pre Contractor shall mud fy the Omaha n Fsoheduled job progress nmati ngs. do/ IV Cher Center Dr—GIy al'Snunl.Irrit Leine ,a- Exitibil U 80A-693 MUSIM. US] 32. All work or on -site activity during non•nomaaI working hours will be coerdlnatcd in advance with Owner. 33, At no time will Contraclo,per Form 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 s manner consistani with the above stated Rules of the Site may result In Immediate work stoppage by Owner, Owner shay have no liability for any costs or expenses Incurred by Conhaolor or any subcontractors (or Tenant) in connection with or es a result of such work stoppage. 36. The Rules or the Site may be amended or revised at any time to rit the situation at the time, The amended or revised Rules of die Site shall become effective upon delivery to Contractor or publication by posting at die project site, whichever is earlier, 37. General contractor and subcontractors'vehiclesparkingmostbcinareasdesignatedbythepuildiagMonagerattheContractor'sexpense. Acknowledged and Agreed By, Date: Rill W C'lti'le C'eurut Dr—C7'n- nfSonrn, but Leaw -o• 6khibit D EXHIBIT 3 EXHIBIT "C" A BB ITIONAL UNT III "Base Year" means the colendaryear specified in Ile, S Ofthe BasittLease Provisions. 1.2 "Expense Year" means each calendar year in which any pomfon of the Term or this Lease foils, through and including the calendar year (n which die Term orthis Lease expires. 1.3 "Prroperty, Tr s° means all real property taxes, assessments, Ibes, charges, or impositions and other shiiilar governmental Or quasi•governuneelal ad valorem or other charges levied on or athibutable to the Project or Its ownership, operation or ton ller orany and every typo; kind, category or nature, whether direct or Indirect, general or special, ordinary or extraordinary and all taxes, assessments, fees, charges or similar imposltions Imposed in lieu or substitution (partially or totally) of the same including, without Ihnitalion, all taxes, assessments, levies, charges or Impositions: (a) on oily Interest of Landlord or any mortgagee of Landlord In the Project, the Building, the Premises or in I1113 Lease, or on the Occupancy or use orspace In the Project, the Building or the Premises; (b) (0) on any tranall taxes or charges, business or license fees or taxes, annual or periodic license or use fees, park and/or school fees, ails charges, parks charges, housing fund charges; (d) imposed for street, refuse, police, sidewalks, fire protection and/or simllar services and/or maintenance, whether previously provided without charge or far a different charge, whether provided by governmental agencies or private parties, and whether charged directly or indirectly through a funding mechanism designed to enhance or augment benefits and/or services provided by governmental or quasi -governmental agencies; (e) an any possessory taxes charged or levied in lieu Of real estate taxes; and (1) 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 Properly 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 die snme is specifically included within the dermition OF Properly Taxes above or otherwise shall be imposed in lieu of real estate taxes or otter ad valorem taxes. IA "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, tustomlion, management, replacement or repair oF[he Project: (a) Premiums for property, casualty, liability, rent Interruption, earthquake, flood or other types of insurance carried by Landlord Flom 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 uhanager, superintendent, operation and maintenance staff, the Parking Facilities manager, concierge (if any) and other employees of Landlord) involved in die maintenance and operation urthe Building or the Project, Including contributions and premiuns towards Fringe benefits, unemployment taxes and Insurance, social security taxes, disability and worxer'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 crony independent contractors or propelly managers engoged in the Operation, repair, cure, ninintenunce and cleaning of oily portion orthe Building orthe Project. (c) Clashing expenses, including without linnloldbo,janitorial services, window clearing, and garbage and refuse removal. (d) Landscaping and hariscupe expenses, including without limitation, irrigating, trimming, mowing, Fertilizing, seeding, and replacing plants, trees and hardscupe. (e) The cost of providing fuel, gus, electricity, water, sower, telephone, steam and other utility services, (f) T'hc 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, I'll snfety, security nod energy nhanagenieml systems, including service contracts, maintenance contracts, supplies and parts with respect thereto. (g) 1'110 coals of Providing access control services for, and supervision or, the Project, (h) Rental. supplies and other costs with respect to the Operation Of (he management office for ilia Building. (I) All cost and fees for licenses, certificates, pmmils and inspections, and the cost incurred in connection with the inhplcnonlnton Or it system management program or similar program. (i) The cost orreploccncnt, repair, acquisition, installation and modification or: (A) carpeting and wall coverings, ceiling systems and fi.eniros in the Common Arens, and Other furnishings io the Common Areas, (B) materials, tools, supplies and equipment purchased by Landlord which are used in the nhaiuennnce, operation nod repair Of the Project, and (0) tiny edict• form or improvements, Widens, repairs, or rcpinOenhents to the Project or the systems. equlpme t or machinery oriented or used in coumeCdOn with the Project; provided, however, that with respect to the items described in clauses (A), (11) aril) (C) above which constitute a capitol ilchn, addition, repair Or nopruvemeol (eulleetvehy "Capital Items") under sound accounting and pr❑poly Managerial I prinelples consistently applied and determined by Landlord, in each case (he cost Of such Capital Itdrns shut] he amortized (whh Interest at (he Interest Rate) over the userhl Me (the *Tsel'ul L.IN") orsuch Capital Itarnh, as determined by the Landlord in accordance with sound nccomning and property 'arrangement PrinciplescOnghtiOrdy applied Or such other period as $hhall be consistent with fil%lh tTonal Owner Practices. (k) Auurneys', ncetmnrar Ls` laid consultants' fcas aid expenses in connection with the management, operation, administration. maintenanco and repair ol'tho Projeen, including, but nOI limited to, such expenses that reline on seeking or obtaining reducliwhs in or 401IVC'iu1rC'enrrr Or—Cl(I'uf'Srnunanrr Leave -t- tSxhibit E 80A-695 EXHIBIT 3 refunds of Property Taxes, m• components thereof, or the costs of Probes ling the validity of applicab! tty of Any governmental enactments wbloh may affect Operating Expenses. (1) Fees for tine administration and management of the Project in tin amount equal to three percent (9%) of the gross revenues of the Project (which shall be grossed by Landlord up to one hundred perwiit (100%) occupancy on ail annual basis), without regard to tvhetiner actual fees so paid air greater or less Ilion such amount. (m) Sales, use and excise taxes on goods and services purchased by Landlord for the management, maintenance, administration or ape ration Off he Build Ingorthe Ploject (n) Fees for local civic organlzntions and than for proItssional Irada associations, (a) Payments under any covenants, conditions and restrictions pertaining to the Project or any easement, license or operali ng agreement or similar instrument which effects the Project. (P) Costs and expensos of investigating, testing, documenting, monitoring, responding to, abating and remedieting Hazardous Materials, other than abatement and rennedlation costs with respect to Hazardous Materials actually known by Landlord (on the Effective Bole) to require abatement mid/or remedistlon under applicable Environmental Laws. (q) The costs of repairing, restoring and maintaining the Parking Facilities of Ina Project, Including, without limitation, die resurfacing, restdping and cleaning ofsuch facilities, (r) Any costs, fees, amounts, disbursements and expenses which are generally included In Operating Expenses under Institutional Owner Practices, 1.5 The following costs and expenses shall be excluded from Operating Expenses; (a) expenses relating to leasing space In die Project (including tenant improvements, leasing and brokerage commissions and advertising expenses); (b) legal fees and disbursements Incurred for collection ortenant accounts or negotiation of leases, or relating to disputes between Landlord and other tenants and occupants of the Building; (e) Capitol Items unless specifically permitted by Section 1 d orlhis Exhibi " ", parts (a) through (r), inclusive; (d) Property Taxes; (a) amounts received by Landlord on account of proceeds of insurance to the extent die proceeds are reimbursement for expenses which were previously included hi Opemtiog Expenses; (� except to the extent specifically provided in Section I orthis Exhibit "E" parts (a) through (r), inclusive, depreciation or payments of principal and interest on any mortgages upon the Project; (9) payments of ground rent pursuant to any ground lease covering the Project; (In) subject to Section 2 of this Exhibit "Et' the Posts of gas, steam or other fuel; operation of elevators and security systems; hooting, cooling, Or conditioning and ventilating; chilled water, hot And cold domestic water, sewer and other utilities er any other service work or facility, ar level or amount thereof, provided to any other tenant or occupant in the Protect which either (a) is not required to be supplied or furnished by Landlord to Tenant under die provisions of Ihis Lease or (b) is supplied or furnished to Tensul pursuant to the terms of Oils Lease with separate or additional charge; (i) the Post of the Landlord's Work; and 0) oily coal expressly excluded from Operating Expenses in an express provision contained in this Lease. 1.6 "Excess Operating Expenses" means, with respeet to Oily Expense Year, the positive excess, If nay, of Operating Expenses niucnble hereunder to such Expense Yeur over Operating Expenses allocable hereunder to the Base Year, 1.7 "Excess Property Taxes" means, with respect to any Expense Year, the positive excess, [rally, of the Properly Taxes allocable hereunder to such Expense Year over the Property Taxes ullocablc hercundu'to die Base Year. 1.8 "Tenant's Perecnhrge Shure" means the percentage set fmtli In c i 2 of the Basic Lease Prcvislonst provided, however, that Landlord reserves the rfgln from line to time during the Term of this Lome to recalculate 'tenant's Pcrcanage Share, ill which cnse Tenant's Poreanlage Shure shall be colculnled by dividing the 'number ofsqunre fuel of Rentable Aran in the Premises by the number ofsgaare feet of'Rentnble Alin in the Project, and expressing such quntfent in tile form of It percentage. (hteulntimt hd if It And Ad Iushuopits, 2.1 ')lie variable cmuponents or Operning @xpanscs ("1+m•inble Expenses") liar till or Any portion of oily Expense Year (Including the Base Ycnr) during which actual occupancy or the proJect is less ban hue hundred percent (100%) orthe Rentable Area of[Ila Proloct shall be adjusted by Landlord, us determined in good faith by landlord Applying sound accounting and property management principles (and the provisions 801 lit Cn)Inv &—CilP el Srrohran i Lyrae •21 Exhibil r EXHIBIT 3 ofill is Lease) to reflect awe hundred percent (100%) occupancy of die Rentable Area of the Project during such period, lfduring all or any part or any Expense Year, including the Bose Year, Landlord does not provide any pnrticulor item orbenefih work or service (the coal of which Is a Variable Expense) to portions of the Project duo to the fact that such item of haneril, work ar service is not required or desired by the tenant arsuch space, or such tenant is Itselr oblalning and providing such item of bail art l, work or service, or for only other reason, then for purposes of computing Variable Expenses for such Expense Year, Operating Expenses, as opiellcable, Shull be increased by an amount equal to the additional Variable Expanses which would have been paid or Incurred by Landlord during such period If it had furnished such ilrm of benefit, work or service to such portions of the Project. 2.2 Subject to the provisions of this Sectiml 2 of this Exhibit "T all calculations, determinations, allocations and decisions to be made hereunder with respect to Operating Expenses and Property Texas shall be made in accordance with the good faith determinalion 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 delenninal(on that measurably different amounts or types oFservices, work or benefits associated with Operating Expenses, as applicable, are being provided to or contorted upon Such classes or groups. All discounts, reimbursements, rebates, refunds, or credits (collectively, "Reimbursements") attributable to Operating Expenses or Property Taxes received by Landlord )n a particular year shall be deducted front 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 beat Reimbursements generally (or under particular circumstances) on a different basis, Landlord shall have the right to exclude 60M Base Year Operating Expenses the Cost of items of service, work or beliefs (i) not provided following the Base Year, (1i) incurred due to circumstances not applicable fallowing die Base Year or due to market -wide laborrate 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) oma tized costs reloting to capital improvements, 2.3 If any Property Tax Reduction (defined below) applies with respect to any Expense Year (other than the Base Year), then for purposes of calculation of Excess Property Taxes for such Expense Year, Property Taxes educable 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 at operation of Proposition 8 or any other Stotler governmental actor Law. A "Base Year Tax Red uctia a" means, with respect any Expense Year to which a Tax Reduction apples, and with respect to any particular Property Tax Reduction, an amount equal to the Property Tax Reduction, ndnus, In the case of any Expense Year after the first year to whidi 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 die annual percentage increase (presently up to 2.0%) in Property Taxes that Is allowed under Proposition 13 (or any substitute therefor hereRer adopted). ' 2.4 As or the dalc of this Lease, Tenant pays Additional Rent under Section 4,1 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 at more tax parcels), Landlord shsll have Use 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 mid 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 nitrlbutable to the Building (or the tax parcel on which the Building is located) and/or such other buildings) (or such other tax pnrcel(s)) of the Project to the Building (or tax partial) and/or such other building(,) (or tax parcel(s)) and Talent shall be responsible for paying its proportionate share of sueh Operating Expense and/or Property, Taxes which are allocated to the Building (or the tax parcel an 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 PropeTy Taxes based solely on die Operating Expense and Property Taxes for the Building (and die tax parcel on which it is located). 3. Payment Proaed iro CEsli mates. During cosh Expense Yeur, Landlord may elect to give Tenant written notice a its estimate of any amounts payable under Section 4,2 of the Lease ('Section 4.2 Add lter al Rent") far that Expense Year, On or befave die fit at day of each calendar month during such Expense Year, Tenant eholI pay to Landlord one4w•elfth (I Milo) oFsuch estimated amounts; prnvided, however, that, not more often that quarterly, Landlord may, by written notice la Tenant, revise its estimate for such Expense 'Year, line all subsequent payments under this Section 3 of this Exhibit w " by Tenant for such Expense Year shall be based upon such revised estimate, Landlord shall endeavor to deliver to Tenant widen one hundred fifty (150) days afar the close of each Expense Year or as soon diareafter as is practicable, a statement of that year's Property Taxes, Operating Expenses, and [Ile amount of Section 4.2 Additional Rent for such Expense Year, as determined by Landlord (the "Landlord's Statmneto and such Landlord's Siutement shall be binding upon Landlord and Tenant, except as provided in Section 4 of this F.Abit " ". If the Landlord's Statement indicates that (or IF it is finally determined pursuant to Section 4 of this Exhibit "E" dint) rise amount of Section 4.2 Additional (tent payable with respect to any Expense Year: (a) is mare than the estimated payments of Section 4.2 Additional Rent made by Tenttnl with respect to such Expense Yenp'I'eaan shall pay the dcliciancy to Landlord upon receipt of Landlord's Statement or is leas than Ira estimated payments of Section 4.2 Additional Rent made by Tenant evil, respect to such Exponsc Year, swell excess payments shall be credited agalusl Rent next payable by Tenant under this Lease (or, II•tlie Term Millis Louse loos expired, shall be paid to Tenant). Amounts payable by Tennnt as Section 4.2 Additional Rent with respect h1 any Expense Vast that includes less than an entire calendar year Shall be prorated oil the basis that the number of days in such Expense Year been; to 365. 'rile expiration or curly termination of this Lease shall not effect the all Igntions of Landlord slid Tenant pursuant to this Section l of this Exhibit „E,• to Ue perfomred otter such Cxpb•o[ian or early Iurnnhmtlun. 4. Review or Lnn(If w•d's Statement, Provided that Tenant is not then In default with respect to Its obligations under this Louse and provided father that Tenant stricily complies with the provisions of this ration 4 of this Exhibit':.;„,, Tenant shell have the right, m'temmt's sole cost and expense, to reasonably review' Lin old inrd's supporting banks and records (at Landlord's manager's corporate aIli call) fur oily portion artile Pruperty Texas or Operating Expenses for a particular Expense Year covered by Landlord's Simenaent, in accordance with die procedures set forth in this Section ti+n 4 ut'dnis Exhibit„E... 'tenant stroll. wiihin sixty (60) days after say such Landlord's Statement Is delivered to Tenant, deliver a written notion, (a "Dispute Notice") to Landlord specifying the items described ill the Landlord's Statement that am, claimed to be incorrect, end 'Variant Shull simultaneously pay to Landlord all amounts specified in the upplicebte Landiurd's Statement (to die extent not previously paid). The right of Tennnt under this Section 4 of this Exh'th'T' may only be exercised once t'of each Expense Year covered by any Landlord's Statement, slid If Temmt fails to dcllvcr a Dispute Notice within the sixty (60) day period described above of tails to meet any of the other above cundillons or exercise of such right. the right of'remmit to audit a pafliuuhu• landlord's Sinlement (and all of Tenant's rights to make any claim rotating (hereon) under tills Section 4 901 IPCI"fe Ceoter Dr-C'8y nfSwNn Ann Leave -3' Exhibit E 80A-697 of this Exhibit. "E" shall automatics ly be deemed waived by Tenant. Any review or records tinder this Sced Do 4 of this Eghjlbi,_E" shall beat the sole expense of Tenons, shall ba conducted by independent certified public accountants or national standing which are not compensated on a contingency fee or aballar basis relating to the resu Iis of such audit and shall be completed within sixty (60) days aRer Landlord provides Tenant with access to Landlord's supporting books and records. Tenant acknowledges and agrees that any records of Landlord reviewed under this Seelion 44 aI' []its Exhibit "E" (and ilia information contained lhcreln) constitute confidential information of Landlord, which shall not be disclosed other than to Tenant's accountants performing the review and principals of Tenant who receive the results of die review, if Landlord disagrees with 'tenant's contention that an error exists will, respect to the Landlord's Statement In dispute, Landlord shall have the rigid to cause another review or that portion of Landlord's Statement to be made by a film or independent certified public accountants of national standing selected by Landlord ("Landlord's Accountant"), In the event of n disagreement between the two accounting firms, the review of Landlord's Accountant shall be declined to be correct and shall be conclusively binding oilboth Landlord and Tenant. In the event that It Is finally dewrtuined pursuant to Oils S tac fon 4 of this EON( " E" that a particular Landlord's Statement overstated Operating Expenses and Property Taxes with respect to the applicable Expense Year by more than ten percent (10%), Landlord shall reimburse Tenant for the reasonable cost of Tenant's accaunlent. In aft other cases. Tenant shall be (fable for Loodlo,d's Accounlanl's actual fees and expenses. YUI FI'Cfrir CBnrer Ur—f.7o�rfSnnm Aar 4v,ree 4. Gxhibh fi 80A-698 EXHIBIT 3 EXHIBIT "P" SERVICES AND UTILITIES Thu services and utilities to be provided by Land lard are as Follows: I Elevator Service. Non.Attended atllumall 0 elevator service, 2 HVAC. Subject to all govemmon(aI Laws, rAlus, regulations and guidelines applicable Iltarato, HVAC to the Premises during Business Hours (defined below), which in Landlord's good faith judgment, Is required for [lie 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 Hours HVAC Rate (defined below) for all After Hours HVAC that is so requested by Tenant within ten (10) days ofreceipt of Landlord's reasonably detailed bill therefor. Tenant shall be responsible for and shall pay to Landlord any additional costs Incurred by Landlord because orthe failure of the HVAC system to perform its Function due to: (a) arrangement orperthioning in fire Premises or changes or alterations thereto, (b) any use by Tenant in any portion of the Premises of best generating machinery or equipment other then normal office equipment, or (a) any occupancy orally Portion of the Premises at densities above customary general office levels. "Business Hours" means 6:00 AM, to 6:00 P.M. Monday through Friday, slid upon Tenant's request, 9:00 AM. to 1;00 P.M. on Saturdays, in all cases excluding the date orobservalion of any Holiday (defined below), "Holiday" means coal' of New Year's Day, Independence Day, Labor Day, Merncrial Day, Thanksgiving Day, and Christmas Day, and at Landlord's discretion, ally other state or nationally recognized holiday that Is selected by Landlord acting consistently with lnsthullonalOwner Practices. "After Hours HVAC" means any FIVAC that is provided to all or any portion of Ore Premises at the request of Tenant outside of Business Hours, The "After Hours ITVAC Rate" means the Landlord's prevailing charges for supplying After Hours HVAC to the Premises, which as of are Effective Date is $65.00 pm• zone (or partial zone), per hour (or partial hour), subjectto a two (2) hour minimum. 3 ENctrielty, 3.1 Atoll reasonable times, electric current as required for Building Standard lighting And tractional horsepower offiicemachines and adegtlate electrical raoilitiea for connection to the lighting fixtures and Incidental use equipment of Tenant; provided (hat Tenant shall be responsible For distribution of electrical power from the electrical panels located on the Floors) or the building on which the Premises is located. Subject io Section 31 of this bit 'T: (a) the electricity so fuunished far Tenant's incidental use equipment Ie be at a nominal one hundred twenty (120) volts and with no electrical circuit for dre supply of such equipment to require a current caincity exceeding twenty (20) amperes and (b) the electricity so furnished for Tenant's lighting to be at a nominal one hundred twenty (I20) volts and with no electrical circuit for the supplyoFauclr 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 Ilene 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 111110 case exceed Landlord's per usable square font slnndard, and (c) the total connected electrical load forTenanl's lighting fixturT.s within the Premises shall In no area exceed Landlord's per usable square foot standard. In addition, if Tenant's actual consumption of electrical power in dre Promises, na determined in good Faith by Landlord pursuant to such meosurentent medrod 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 ilia Electrical Power Consumption Threshold (defined below), Tenant shall pay to Landlord, as Additional Rent in addition to those costs odmerrvise payable by Tenant pursuant to Article 4 the sum of (i) Landlord's actual direct and indirect costs of supplying such excess eonsumption, including, wRhout limitation, all taxes thereon, and the cost of additional weer on Building Systems resulting from such excess consumption, (ii) all of Landlord's posts ormoniloring gild measuring such excess consumption and (tit) Landlord's reasonable administration fee thereon, the "Electrical Power Consumption Threshold" means, for any reasonable calculation period deterined by Landlord, die Landlord's nundiscr(minatury per usable square foot standard for electrical consumption (which is intended to represent the average rate of consumption (a kW per usable square fool basis) during Business Hears, o ran average general Office lcnant 01,014 Building). 1.3 Without Landlord's consent, Tenant shall not install, or permit the installation, in the Premises orally lighting, computers, word processors, electronic data processing equipment or other type of equipment or machines which to) will require a voltage ogler than a nominal 120 volts or require a current capacity exceeding twenty (20) amperes or (b) will increase Tenant's use of electric eurront in excess or that which Landlord is obligated to provide pursuant m this Section 3 ofthis rbit"F"("Excess Electrical Requirearents"), 1fTenant shall require oruttize Excess Electrical Requirements or electric current which may disrupt the provision orelcetrical service to udrer tenants in [lie Building or the Project, Landlord. at Its election: (() may refuse to grant its consent or (it) 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) or designing, installing, maintaining and providing any additional fnellitles determined by Landlord to be required to sntist'y goal, Excess Electrical Roquirernants (or othanvise related to the additional wear on Building Systema associated lherewidr). If clunit's increased electrical requ Irements will materially afiber the temperature level In the Premises or In the Building, Landlord's consent may be conditioned upon Tennnt's payment of all direct and indirect costs orinstalhuim, and operation urany machinery or equipment necessey'to restore the temperature level to that odtanvise required to he provided by Landlord, including, but not limited to, the cost otlnuditicalions to the Building Systems and increased weer and tear on existing IIVAC equipment. Landlord shall not, to any, way, be liable ur responsible it Tenant for any loss m- damage or expense which'reneurt map Incur or sustain Il: for any reoanns beyond Landlord`s reasonable control, either the qunothy or character of eiecu to service is changed or is no Innger available or suitable for Tenant's requirements. q WANT - City water ftrr drinking and rest room purposes. 5 ,Iflakorinl Service. Janitorial and cleaning services, live (5) days per week (excepting H0Eu4IYs), canforn'ing to the Project standards in effect From lime to line: provided that Landlord shall have no obligation to provide such services to any poninns ol'Ihe Promises that are liar used axclusivuly lire general 0171ec purposes. h, all events, Tenant shall pay to Lmullnrd the cost of rcmuv;d nrTenant's refuse and rubbish, to the extent tint time static Meads the re Rae And rubbish attendant to normal Office large land/or to the extent Thar "tenant fulls to keep ilia premises in rcnsonnblc Di der. ,1011N CIr8c Center Dr —Cie, nfSrrnrn; Inn 6erue ' I' Exhiaia F • • • to* 1 • EXHIBIT 3 Any amounts whIch Tenant Is mquI red to pay to Landlord pursuant. to this Exhlhit'T' (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 Term, Landlord shall have the right to modify the services provided to Tenant hereunder; provided that the services provided, as so muddied, ore consistent with Institutional Owner Practices, Tenant recognizes tint any access control services provided by Landlord at the Prgiect are I'or the protection of Landlord's properly, and under no cireumstanaoa shall Landlord be responsible for (and Tcmml waives any rights with respect to) providing security or other protection for Tenant or Its employees, invltees or property in or about die Promises.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. M I WCPolc Canter Ur—Chl''ofsa"" I"Lertra •.1 - INIshir I' 80A-700 EXHIBIT 3 EXHIBIT "C" INSURANCL REQUIREMENTS initial II Proporty Insurance. At all tines 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) properly insurance, In an amount not less than one hundred percent(100%) of replacement costcovering; (a) all Lensehold Improvements(b) all floor and wall coverings;and to) all Tenant's Personal property Ili or about the Premises and Project. The proceeds ofauch insurance shall be used for the repair and replacement of the properly so insured, except that if cot so applied or irtds 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. L. nosiness Interrantiun lnstMillire, At all times during the Tenn of this Lease, Tenant shall procure and maintaln business Interruption insurance in such amount as will reimburse Tenant for direct or Indirect loss of copings attributable to all perils insured against in S�cilon Ll oflhls Exhibit"Q"fareperiodMinilessthentwelve(12)months. 1.3 Liability l nsurante, 1.3.1 At ell times during file Term of (his Lease, Tenant shall procure and maintain, at its sole expense for the protection of Landlord mid Tenant, commercial general liability insurance applying to the use and occupancy of des Premises and die business operated by Tenant. Such Insurance shall have a minimum combined single limit of liabllity of at least $2,000,000 per ocaurrence and a general aggregate limitofat 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 fern property damage, independent contractor's coverage, completed operations, products liability, cross liability and severance or Interest clauses, and shall be endorsed to include Landlord and the Landlord's Additional Insureds as additional insureds, 1.3.2 At all times during the Term of this Lease, Tenant shall procure and maintain, at Its sole expense For the protection of Landlord and Tenant, primary automobile liability insurance with limits cruel less than S1,000,000 per occurrence covering owned, hired and non. owned vehicles used by Ten ant. 1.33 Prior to file 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 ofinsumnce Issued by a responsible insurance company and in n 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 amomays' fees, arising under any present or Future law, salute, or ordinance of the State of Califurnln 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; inlury to means or support; and Injury to property of any parson. Such policy or policies of insurance shall name the Landlord and Its 'agents, beneficiaries, partners, employees end any !-folder or any Security Instrument designated by Landlord as additional insureds, 1,4 W'orlwrs' Comnnnsatton; Employer's Linbillty insurance. Worker's Compensation Insurance. In accordance with time 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 or the work under this Agreement, Tenant agrees to obtain and maintain any employer's liability insurance with limits not less tun $1,000,000 per accident. 2. Pnlicv Reau rements. All Insurance required to be maintained by Tenant shall be issued by insurance companies authorized to do insurance business In the State or California and rated not less than A:X in Best's Insurance Guide. All auch Insurance policies shall be written as primary policies, not excess or conributing with or secondary to any other insurance us maybe available to Landlord or la the additional insureds. A cerdricate of insurance (or, at Landlord's option, copies of the applicable policies) evidencing die insurance required under this Exhibit "G" shall be delivered to Landlord not less titan thirty (30) days prior to the Comnioncemenl Date, No such policy shall be subject to cancellation or modification without thirty (30) days prior written notice to Landlord and to any Molder or any Security Instrument designated by Landlord and such policy shall be endorsed to provide that flee insurer thereunder shall provide Landlord with written notice crony failure by Tenant to pay any premium thereunder when due and such failure continues for n period of ten (10) days after such date. Tenant shall foolish Landlord with a replacement certificate with respect to any insurance not less than thirty (30) days prior to the expiration orthe Current policy. Tenant shall have the right to provide the insurance required by this Exhibit pursuant to Market 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. Blisecll:ulcous. 'tenant shall not keep, use, sell or offer fro sale in or upon die Premises any article which may be prohibited by any insurance policy periodically in force covering the Po'mnia", the Building or the Project, ifany of Landlord's insurance policies shall be cancelled or cancellation shall W threatened or die cavemen thereunder reduced ar threatened to be reduced in any way because of the use of the Premises or any part thereat' by Tenant or any assignee. sublenain, licensee or invites or Tenant and, If Tenant fails to remedy the condition giving rise to such eounCeilariun, Ihremened Cancellation, reduction orcoverage, or fl realened reduction orcoverage, within 45 lours after notice thereof, Landlord nay. tit Ili option, tither terminate this Louse or cuter upon the PranNos and uncmpl to renhedy Snell condidoo. slid Tenunt shall promptly pay, the cost Ihercof m Landlord as Additlonal Rent, I I' Londlmil is unable, or oleets not to remedy such condition, then Landlord shall have all of the remedies provided I'ur in ilik I.cusu upon the occurrence nran Event or Delimit. 'Tenant shall not dry or permit to be dune any not rn' things upon or about the Premises or file Project, idlich will: (a) result in (he ussenlon of any defense by the insurer many claim under, (b) invalidate or (c) be in conllieL with, the insurance policies or Landlord ur Tenant covaring (lie Building. the Premises or lixhtres unit property therein. or which would lourense the rule of lire insurance applicable it) file Building ur the project to un amount higher than It otherwise would be; and Tenant shull neither do nor pontiff to be done any act or thing upon or about tee Premise, or the tuilding which shall or might subject Landlord to any liability, ur responsibility I'or Injury to any person or persons Or to property. H', as a result oruay nor or omission by or cm the part al'Tenant or vidridun or (Ills Lease, whether or 801 t4'Ctde Center fir— Clly rrf.Samv Ann Lamm . (• Lxhihit G 80A-701 EXHIBIT 3 not Landlord has consented to the same, the rate of "AII Risk" or other type of insumnee Lit aInLoin ed by Land lLand on or with respect to die Building and fixtures and properly therein, site)[ be increased to on amount higher diet it otherwise would be, Tenant shall reimburse Landlord for all Increases or Landlord's insurance premiums so caused within ten (10) days after delivery orwritten demand therefor by Landlord. In any action or proceeding wherein Landlord and Tenant nre parties, a schedule or "ma)ce-up" of rates for the Project or the Premises issued by the body making rare Insurance rotes or established by Insurance carrier providing coverage fbr the Building or devised premises stint) be presumptive evidence of the facts slated therein including the Items and charges taken into consideration In fixing the "All Risk" insurance rate then applicable to the Buildingor the Premises. $01 NCh9e Centrr Dr—C10- afSmua:bur Leave •?• bxh ObitC 80A-702 EXHIBIT 3 EX HI BIT I'll" REMEDIES Remedies for Events of Dorault LI. Load lord's Plit,lit To Term Inn Ed Unait Tenn ill Bore pit. In the oven of any Event of Default by Tenons as provided in 5egtlon IS j of file Lease, Landlord shell have the right to terminate ill Is Lease and recover possesaiOn of the Premises by giving written not lee to Tenant of Landlord's election to terminate this Lease, In which event Landlord shall be and Iled to receive from Tenant; (a) die worth at Ale time of award or any unpaid Rent which had been earned at the time or such termination; phis (b) the worth at the lima 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 (a) the worth at the time of award of the amount by which the unfold Rent for tine balance cribs Term after the time or award exceeds tine amoral of such rental loss that Tenant proves could be reasonably avoided; plus (d) any other amount necessary to compensate Landlord fro' all the detriment proximately caused by Tenant's failure to perlbmh its obligations under this Lease or which in the ordinary course or things would be likely to result therefrom; and (e) at Landlord's election, such other amounts in addition to or lit Ilea 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 Riaht To nit c use U LL Tenant Dar r, In the event of an Event of Default of this Lease cad abandonment of the Premises by Tenant, if Landlord does not elect to terminate this Lease as provided in Section Ll of this ELhiblt "B" Landlord may ffvm time to time, without terminating this Lease, enforce all of its rights and remedies under this Lease. Without Honking the foregoing, Landlord ties the remedy described In California Civil Code Section 1931.4 (Landlord may continue this Lease in effect after Tenant's breach and abandonment and recovar Rant as It becomes due, irTenant has the right to sublet or Assign, subject only to reasonable limitations). 1.3 Rfaht of Landlord to Perform, All covenants and agreements to be performed by Tenant under Mils Lease shall be performed by Tenant At TenMt'a sole cost and expense. If Tenant shall fail to pay any sum of money, other than Bose Rent, required to be paid by It hereunder Or shall fail to perform any other act on its part to be performed hereunder, than, 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; (1) of emergency, (li) where such default unreasonably interferes with any other tenant in the Project, IN) 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 3.33 and Section 10.5 or this Lease above and (i)) in my other case if such default continues for ten (10) days from tie receipt by Tenant of notice of such default Rom Landlord. Any sums so paid by Landlord and all incidental costs plus Landlord's reasonable administolion fee thereon, together with interest thereon at the Default Irate 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 nempAymont as to tine case of dciault by Tenant in Ole payment of Rent. This ctlon 1.3 of this Exhibit NT'shall survive the expiration or termination of this Lease. 1.4 LNte PAynicr :. If two (2) or more Rent Delinquencies shall occur In any twelve (12) month period, Landlord may, without prejudice to any other rights or comedies available to it, upon written notice to Tenant: (a) require all remaining mondly 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 mohth's Renl. 1.5, Subleases ofpenant, whetter or not Landlord elects to terminate iris Lease on necount or on Event of Default, Landlord shall have die right to either: (a) terminate may and all subleases, licenses, concessions or other consensual arrangements entered Into by Tenant that affect tic Premises or (b) In its sole discretion, elect to succeed to Tenant's interest In such subleases, licenses, concessions or arrongeril (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-enlry or taking of possession orthe Premises by Landlord following an Event of Defuult 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 (hereof 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 retel tie Premises, by its nets of maintenance or preservation with respect to the Premises, or by appuinhmcnt of a receiver to protect Landlord's interests under the (..ease. The Foregoing enumeration is not exlhaustive, but merely illustrative of acts which may be performed by Landlord without terminating Tenant's right to possession, Notwithsmntding any relettimg of die Premises following any Event of Defuult without termination of this Lease by Landlord, Landlord may, At Ally time after such resetting, elect to (originate this Lease for any Event or Default. To die fttlest extent pannitled by Law, the proceeds orally reletling of [lie Premises shall be Applied: (a) first, to pay lO Landlord all costs and expenses of such retetting (Including, without limitation, costs slid expenses OrMLoking or repossessing the Premises, removing persons and frugally theralrOnl, securing new tenants, Including expenses fur redecoration, alterations and other costs in connection with propping Ole Premises Fertile now tenant, and if Landlord shall maintain and operate the Premises, the casts thereof) and receivers' fees dncull-Od in connection with the Appointment ofnnd performance by n receiver to protect the Promises and Landlord's interest under this Least and any nceessary or reasonable Alterations; (b) second, to the payment or 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, ifany, still be held by Landlord tad applied in payment ofodher or ruure obligations of Tenant to Landlord as.lhe some may become due and payable. and Tennnt shall not be entitled in receive any portion or such revenue. This Section 3 of This U31tilt "id" shall survive the expiration Or ferm itudon Orthis Lease. 3, Sumuhrth'e Remedies, The specific rentedfes to which Landlord may resort under the terms of this Lease are cunndativc mud are not intended to be exclusive orally other remedies or morns or redress to which it may be lawftdly entitled in ease of on) breach ur threatened breach by Tennnt ul'any provisions Ordils Lease, In Addition to the other renedies provided in this Lease, Landlord Shull bO entitled to a rastralnt by injunction nl'lhe violation or utremptod or threatened violation ol'any urine covenants. cnndfliuns ur pruvisions or this Lease or to a decree compelling specific fe parvuntce Orally such governing. conditions or provi:dons. In addition, upon the occurrence of on Event of Duloult by Tenant, if the Promises or any portion ttoreof are sublet, L.undlnrd, in atidilion and without prejudice to any other rcnhadies herein provided or provided by Law, may. at its $ill I1+04e 011for Dr—C((r ofS7witaMu, Lerzm -I- Exhibit II 80A-703 EXHIBIT 3 option, collect directly front the sublessee all rentals becoming due to the Tenant and apply such remills against other sums due hereunder to Landlord. 4. Waiver of Right of Redemption, Tenant hereby waives fur Tenons and for all those claiming under Tenant all right uow or heremiler existing to redeem by order or judgment of any court or by any legal process or writ, Tenant's right of occupancy of the Premises n$er any lcrminedon of this Lease. Notwithstanding any provision of this Lease to the contrary, the expiration or termillotion of this Lease and/or the tervinatlon of Tenant's rights to possession of the Premises shall not discharge, relieve orrolease Tenant from any obligation or liability whatsoever underanyIndemnity provision ofthisLease, lnclutlingwltimutlimitstlouthaprovlsionsof ecti aflheLena, Solt li'Ch6c Cernvr Dr-S'iq of.Snnm,-Inn Lome �2- FshiBii li 80A-704 Mr:ir-IM EXIT I BIT "I" FORM OP TENANT ESTOPPEL CERTIFICATE The undersigned as Tenant under that certain Office Lease dated . 20 „_ (line "Lease") between CIF SANTANA, LLC, a Delaware limited liability uompany, as landlord, slid the undersigned, as ton ant, for Pramises ail the— noorof [he Office Building located at 801 West Clvlc Centel' Drive, Santa Ana, California certifies as follows: i. True, correct and complete copies of the Lease and all amendments, modifications and supplements thereto are attached hereto and die Lease, as so amended, modified and supplemented, is in full force and effect, and represc its the entire agreement between Tenant slid Landlord with respect to die 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 Promises, and the Commencement Date orthe Lease occurred on. 20. 7, Tenant has not transferred, assigned, or sublet any portion of the Premises not entered into any license or concession agreements with respect thereto except as follows: 41 Base Rent became payable on 5, In accordance with the Lease, Rent commenced to accrue on , 20_ b. The Term aFthe Leaseexpires 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 die Lease, and other documents attached hereto, Tenant does not have any right or option to renew or extend the Lemi orthe Lease, to lease other space at the Property, nor any preferential right to purchase all or any part of the Premises or the property. a. All conditions of the Leese to he performed by landlord necessary to die enforceability of the Lensc have been satisfied and Landlord is not In default thereunder. All space and improvements leased by Tena at have been completed and Famished in nocurdance with the provisions orthe Lease, and Tenant has accepted and taken possession of the Premises. 9. There are rto offsets or credits against rentals payable under [he Lease and no free periods or rental concessions have been granted to --"`-- Tenant, except as follows: 10. All monthly instal lments of Base Rent, all Additional Rent end all monthly installments of estimated Additionai Rent have been poll when due through The current monthly installment of Base Rent is S it, The undersigned acknowledges that this Estoppel Certiticala may be delivered to Landlord's prospective madgagee, 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 die statements contained herein in making the loan or acquiring the property of which the Premises are a part, and in accepting an assignment of [he Lease as collaterul security, and that receipt by it of this certificate is a condition of making of the loan or requisition of such property, Each Individual executing this Estoppel Certificate on behall'of Tennnt hereby represents and warrants that Tenant is a duly formed and existing entity qualified to do business in California and dhof Tenant fins fill right and authority to execute and deliver this Estoppel Certificate and that each person signing oil behairofTenant is authorized to do so. Executed at_on the„ day of —, 20_, °Tennnt': By: Name: R91 IV Ciufr Ceurrr Jh•—C'JO• nfSnnGr,dnn Lease Exhibit I 80A-705 EXHIBIT 3 EXHIBIT "ill OPTIONS This Exhibit „J„ consists of the following Schedules; Schedule 9•1" (Extension Opllon[s]); Schedule 9•2" (Additional Space Opdon[s]); and Schedule "J.3" (Determination of FMRR), all of which are incorporated herein by this reference. Notwithstanding anything tope contrary In this Leaser (a) all of the rights and options of Tenant than are described In this Exhibit "J" (collectively, the "Options") are nod shall be personal to he Original Tenant, are not lransfarnble and may only be exercised by the Original Tenant (and not by any assignee, sublessee or other Transferee or Tenant's interest in this Leasc), and (b) the Extension Option and Right of First Offer may be exercised only on ilia condition that, at the applicable time, the Original Tenant then occupies the entire Premises. In addition, notwithstanding anything to ilia contrary In his Lease, at the election of Landlord (in its sole and absolute discrclion); (1) any stlempted exercise by Tenant of the Extension Option,or Right crFirst 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 (it) if as of the date that the Extension Option or Tenant's lease ufany Leased First Right Space (defined below) would otherwise commence, (A) Tenant is in default under his Lease or (13) Tenant has previously been in default under his 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 orwritten notice to Tenant. ff01 Ib'Ch 1e VOW Dr-0h'OjSnalif Dw Leave Exhibiu 1 80A-706 EXHIBIT 3 Schedule Extension Ontions I. Grit of Option. Subject to all of the terms and conditions of Otis Schedule "d•11 in connection with Tenant's lease of the Premises, Tenant shill have two (2) oplions (each an "Extension Option") to extend the tern 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 '7�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 die Extension option, the Extension Option (and any other rights to extend or renew the Term) shall lapse and Tenant shall have no Rather right to extend the Term of ilia Lease, (b) there shall be no further options to extend to Term pursuant to this Schedule " el" or otherwise following the second (2'd) Extension Term, (a) Tenant shall not be entitled to any credit against Rent or any other rent concession or rent allowance or abatement of Rent, except as specifically provided in the definition of the FMRR, (d) the Luse Rent for One Extension Term shall be as provided in Section 3 of this e I " - L, and (a) the Disc Year for the Extension Temw shall be the calendar year in which the Extension Tenn commences. 2 Exercise An Extension Option maybe 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 essenca), then Tenant shall be deemed to have fbrever waived and relinquished Owe Extension Option, end any other options or rights to renew or extend the Term efrective after the then Expiration Date shall terminate. 3 Almunl Buse Rent. The Bose Rent payable for the Premises during an Extension Teri, (the "Extension Term Rase Rent") shall be equal to (a) Ilia 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 1f Tenant duly exercises the Extension Option, Landlord shall within thirty (30) days thereafter, deliver to Tenant a written notice (a "Itlarket Rent Notice") or Landlord's determination of what Landlord dun believes the FMRR (and Extension Term Base Rent) would be for the Premises during the Extension Term. 3.2 Wu rip ten p bJ days after Tenant's receipt of u Market Reni Nokee Tenant shall deliver to Landlord written notice (a "Mm-ket (tent lesponse Notice") electing either: (a) to accept the FMRR (and Extension Term Base Rent) set forth lit the Market Rent Notice, in which case the FMRR (and Extenslon Tenn Base Rem) shall be asset forth In the Market Rent Notice, or (b) to reject Landlord's determination of the FMRR (and Extension Term Base Rent), in which case the FMRR, (trod Extension Term Base Rent) shall be determined in accordance with Schedule "J-3". 3.3 B'Tenant fails to dolivcr Tenant's Maket Rent Response Notice within ten (10) days after its receipt are Market Rent Notice (or fails in its Market Response Notice to expressly reject Landlord's determinationof iliaFMRR(and Extension Term Base Rent) set forth Ina Market Rent Notice), Tenant shall cmuluslvciv be deemed to have accepted Landlord's determination of the FMRR (and Extension Term Base Rent) set forth in the Market Rent Notice. No/ n'Chfe Center Vr— 00',irSmrot dno Leme .b Exhibit 1 80A-707 EXHIBIT 3 Schedule"d-2e Itieht or First Win I Ornnt. Subject to ail of the (emits and conditions orthis alib it " " Tenant shall have the right (the "Right of First Offer") to elect to lease any portion ordhe First Right Space (defined below) flint becomes Available for Lease (defined below) at any time during the Tenn, The "First Right Space" micros any space on file second (2'4) floor of the Building dint is not within the Promises. A portion of the First Right Space shall be "Available For Lease" iC (a) Landlord receives a Third Patty Offer (defined below) with respect to such space, (b) such space is vacant or is scheduled to b000me vacant within six (t) months, and (c) such space is cal subject to any Ilion existing expansion or renewal rights orally type that is or are set Aran in any lease affecting space in the Project. "A Third Party Offer" means any written offeror proposal far the lease of all or any Partial) 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, an leans that are acceptable to Landlord (excluding any such OJI Or proposals that either: (i) relate to any expansion or renewal rights that are set forth In any lease affecting space hr the Project that exists as of die Vocllve Date or (Iq are for the renewal or extension ortho lean of the lease for any then existing tenant of the applicable portion of the First Right Space), Prneodure for Offer an(I,Q,ccentanee, 2,1 First Offer Notice , subject to tie forms and conditions of this Schedule '12", if all or any portion of the First Right Space becomes Available for Lease, Landlord shall notify Tenant thareorin writing On "Fits( Offer Notice"). Thu First Offer Notice shall also: (a) describe (and state tie Rentable Area ol) the portion of the First Right Space that is diem Available for Lease (the "Offered First Right Space"), (b) state the date (the "offered Space Scheduled Cominencament Date") upon which Landlord than believes the Offered First Right Space will be available for delivery to Tenant, (a) auto Landlord's determination Of the economic tarns (including the Base Rent, Base Year, Improvement Allowance, abated Rent and other Rent Concessions defined below) on which Landlord is willing to lease the Offered First Right Space to Tenant (die "Offered Terms'5, and (d) slate flint Ise expiration or 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 Term as of the at the Offered Space Scheduled Commencement Data for any Offered First Right Space, the First Offer Native 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 exorcising an Extension Option (with It being understood and agreed that Tenant shall have no right under this 1 2 hedule'9.2" to lease oily portion of die First Right Space for which the offered Space Scheduled Commencement Date ME occur during the last five (5) years of the Tenn unless, (A) at such time, Tenant shall have an unexerclsed Extension Option and (B) Tenant shall, in its Tenant's Acceptance Notice, exercise such Extension Option, 2.2 Tenant's Accentonce Notice. Tenant may exercise its right to lease the Offered First Right Space identified In. any First Offer Notice only by delivering to Jandlord, not more then ten (10) business days after Landlord's deHicy orthe applicable First Offer Notice, written notice ("Tenant's Acceptance Notice") stating that Tenant accepts Landlord's Offer It) lease the offered First Right Space. I Tenant does not deliver Tenant's Acceptance Notice to Landlord within five (5) business days after Landlord's delivery crony First Offer Notice, time being of ute essence; that' subject to Sectian2.3 below, Tenant's Right of First Offer shall no longer apply to the applicable Offered First,Right space mid, Landlord shall be free to lease the Offered First Right space deserlbed in the First Offer Notice to third parties selected by Landlord at such rental rates and upon such terms as; Landlord in its sale discretion may desire. 23 1,andtard's Obligation to Re-Orfer, Notwilhstmiclina die foregoing, before leasing any Offered First Right Space to lily other Poison or entity on econamie terms that are more than ten percent (10%) more favorable (on an annualized net effective rent basis) than tie Ortered Terms specified in the First Offer Notice, subject to all ordhe terms and conditions trade Schedule '9 2", Landlord most re -offer such Offered First Right Space to Tenant on the micro favorable economic terns by delivering another First Offer Notice with respect to such space in accordance with eetfou 2 of this Sehedula 1-2" and Tenant shall again have the right to elect to lease such space by delivering a Tenant's ROM Acceptance Notice in aecrrdanee with Section 1, 1.2(bl or this Schedule "I-2" provided that Tenant shall have only five (5) business days after receipt of tiny such First Offer Notice within which to deliver its Tenant's Acceptance Notice widh 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 irTemmit duly exercises its Right DrItirat OITer in accordance with (his Schedule •J-2" with respect to tiny Oflbred First Right Space that is id on affect in any First Offer Notice (ony such splice "Lensed First Right Space"), then: (11) the leml Of the lasso Or such Leased First Right Space shall commence upon Ilia date (die "Fist Right Commencement Data") that Landlord tenders to Tenant delivery of possession ofsuch Leased First Right Space, (b) the expiration orTenant's lease of die Leased First Right Space shall be coterminous with the termination oflhe Lease i'ar the than existing Premises, (c) except as expressly provided to the contrary in this Schedule "1.2", the renmining terns orTenan0s henna Orsini, Leased first Right Space shall be the tenns slid condillons orthis Lease (provided that all provisions of the Lease which vary based upon the ](eatable Aran Grille Paeni(scs shall be adjusted to reflect the addition ortho Lensed First Right Space to the Prenrlses) and (b) Landlord and Tenant shall reasonably promptly lllereullm execmc tin nmendnvent to this Lease for such Leased First Right Space upon Ilia trials call conditions as act flair Ili the First Oiler Notice, subject to the provisions orthls Schedule "J-21 , 3.2 Tile monthly base real payable by Tenant With respect to tiny Leased First Right Space (tile "ROFO Ron(") shall continence on the applicable First Rfgbl Cmmlmnencemmlil Date and shall be equal In the prnduet Or: (a) the number or syuarr Net of Rentable Aron contained fin such Lensed First Right Space and (b) the FMRR for such Leased First [tight Space. If In the Applicable, Acceptance Notice,1'eumt expressly rejects Landlord's dclerninmion of the Ft (unit ROM Rent) Ibr Ilia applicable Lensed First Right Space, then the FMRit land ROM Real) fur sue], Leased Pihsl Right Spoo shall he dew In accordance with Schedule "d•3". provided Ilan it.' live FNIRR fund JIM Real) for tiny Leased First Right Space shall not ba dulermined as ordhe First Itighl Commencement Dute. the pardos shall uliliao 1.,l ndlord's Submitted FM ftlt (defined below) as tielerntine the ROM lianl fur the applicable Lensed First Right. Space, end IrTonatoN ,Submitted PNIRR shall be ul611111 iy seloctad pursuunl to 801 IVChde CeurrrDr_ CIO, a/'Srxnrs it rrrr Lvare .3. Exhibit 1 EXHIBIT 3 SclraduIo 1-3" Tenant shall be given a credit mgninsl ROFO Rent nextdue hereunderequat to the onhount of any overpayment, if Tenont fails, it, the applicable Acceptance Notice, to expressly reject Landlord's dmerminatlou of the FMRR (and ROPO Rent) set forth In the applicable First Offer Notice, than Tortoni shall conclusively be dcenhed 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 War Notice. Notwithstanding anything m the contrary herein. Tenant shall pay Additional Rent with rospuct to any Leased First Right Space In the same mummer as for the Initial Premises, including, without limitation, in necordonce with the provisions of Section 4,2 of the Cease, and Tenant's Percentage Shore shall be Increased to take Into account lire expansion or the Premises to include such Leased First Right Spsce, 3A Dclivery and Condition amassed First Right Snscia Delivery Improvement, 3AI Landlord shall endeavor to deliver the Leased First Right Space to Tmlan, 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 shalt 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 perform any work, supply any materials or Incur any expense (including the greeting of any allowance to Texan with respect thereto) to prepare any Leased First Right Space for Tenant's occupancy; provided, however, that; (a) Landlord shall causo 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) detarmhhed in connection with detenninedon of the FMRR for any Leased First Right Space: (i) if such Leased First Right Space has not, prior to the dale the some Is delivered to Tenant, previously been improved, Landlord shall grant to Tenant, a rent free construction period (with respect to the ROFO Rent payable fbr such Leased First Right Space only) for tie constmc tan of the initial Leasehold Improvements (if any) in such Leased First Right Space, and (B) Landlord may grant to Tenant au Improvement allowance to be used for costs that are incurred In connection with the construction of the Initial Leasehold Improvements (if city) in such Leased First Right Space, The construction of all Leasehold Improvements by Tenant in any Leased First Right Space shut I comply with the provisions of Article 10 or die Lease $01 WC8•ie Lean •44 Itxhibil I 80A-709 EXHIBIT 3 Schedule 11d-3" Dolernduin" FMRR, For purposes of determining the FMRR, the to Mowing procedure shall apply: 1 If Tenant duly exercises any Extension Option and duly rejects Landlord's detemninalion (in its Market Rent Notice Critic FMRR ror Ate Extension, then Landlord and Tenant shall endeavor to agree upon the FMRR for the Extension Tenn on or before the Outside Agreement Date (defined below). IrLandlord and Tenant are unnbla to agree upon the FMRR forthe Extension Tenn on or before the Outslda Agreement Dole, then die FMRR forthe Extension Term shall be deternned by orbilrildon pursuant to Section 2 orthis Schedule "J-3 The "Outside Agreement Date" means Ilia date that is ten (10) business days ofter the date that Tenant notifies Landlord, in Its Market Rent Response Notice that Tenant has rgieded Landlord's initial delennlnntion nrthe FMRR for Ale Extension Term, 2 IF Landlord and Tenant shall fail to agree upon the FMRR For die Extension Terin on or before the applicable Outside Agreement Date, then within tan (10) business days thereafter, each of Landlord and Tenant shall submit to the other its final dewrin nallon of the FMRR For the Extension Term and such final determinations shall be submitted to arbitration (as TeuMt's and Landlord's "Submitted FMRR," respectively) In accordnnccwith the following: 2.1 Landlord and Tenant shell each appolntone erbltrator who shall by profession be a met estate broker who shall have been active In dine leasing orlhe Project and the Comparable Buildings over the five (5) your period ending on die data Of ouch 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 Oils Schedule "J3", Each such arbitrator shall be appointed withln fifteen (15) business days after the Outside Agreement Date, 2.2 The live arbitrators so appointed shall, within ten (10) business days or the date of the appointment of the second appointed arbitrator, agree upon and appoint a third arbitrator who shall be qualified under the some standard as described in Section 2.1 orthis Schedule "J.3" (with respect to appointment of die Initial two arbitrators). 23 The three arbitrators shall, within thirty (30) days of the appointment ofthe third arbitrator, roach a decision as to whether the parties shall use Landlord's or Tenant's Submitted PMRR and shall nobly Landlord and Tenant thereof; provided that: (a) if either Landlord or Tenant falls to appoint an arbitrator within fifteen (15) business day period described In Sectloit 11 of this Schedule "J-3". Arran Are arbitrator appointed by the Other party shall solely reach a decision as to ilia 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 tlu two arbitrators foil to agree upon and appoint a third arbitrator, or both parties fail to appoint an arbitrator, then the appointment ufdre third arbitrator or any arbitrator shall he dismissed and the matter to be decided shall be promptly submitted to arbitration under lie provisions of die American Arbitration Association (die "AMl), but subject to die instructions set ford, in Oils Schedule "J.3". 2.4 The decision oFthe mgjarity of the three arbitrators (or in the case of a decision made under clause (a) or (b) of Section 2.3 of this Schedule 1-3, the decision of the single arbitrator o, the arbitrators) eppoituod by the AAA) shall be binding upon Landlord and Tenant, shall be in writing and shall be nail -appen lab le, and counterpart copies theireafshall bedclivered to Landlord and Tenant. Ajudgment ororder based upon such award may be entori d in any court of con,petant jurisdiction, In rendering their decision and award, the arbitrators shall have nit power to vary, modify or amend any provision of dais Lease. 2.5 Landlord and Twent shall each bear 50% of file cost of the arb(tration described in this Section 2 ol'this Schedule "J.3". 80 O TAde Ceorer Dr —CIO, uf,Tauln Alm Lease .5- CshIC1, ,1 80A-710 EXHIBIT 3 EXHIBIT "K" r YE13ROIY SIGN I. Grant of Rights. In connection wida Tenant's lease ol'the Premises, subject to all of the temps and conditions of this Exhlblt IV' Tenant shall have the non.exclusive right to cause Landlord to display sigwge idle "Eyebrow Sign") identifying Tenant by its Business Name (defined below) on the Building in the location described in Section 2.1 ordris Exhihil I L % All orihe Tenant's rights under this Exhibit "K" are personal to the Original Tenant and ore not transferable in connection with any Transferorotherwlse, "Business Name" nieams only "City of Santa Ana", or any other business or trade name of Tenant (fort not an Objectionable Name. "Objectlonable Name" means any name that: (u) relates to on entity (lint is of a character or reputation, or is associated with a political orientation or foction that is materially inconsistent with the quality of the Project, or which would otherwise reasonably offend an institutional quality landlord ora bullding comparable to the Buildings in Downtown Santa Ana, taking Into consideration the size and Osibllity of the Pylon Sign or (b) conflicts with any then existing covenants in other leases of space in the Building or Project. 2. Locithant Snacliieatlonsand Pc 2,1 Subject to Section 2.2 of this Exilicis'W below, The Eyebrow Sign shell be located on the "eyebrow ievel , ofthe Building qx,, just above the first floor of the Building) on a side of oho Building reasonably designated by Landlord. The graphics, materials, color, design, Ietterlia& size, exact location, lighting (if any) and specifications and all other aesthetic factors (collectively, the "Sign Speeiilentions") 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 govemmeatal 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 doe Eyebrow Sign with all applicable Laws. 2.2 Landlord shall have the right, in Its sole but good faith discretion to: (a) position end/or reposition the Eyebrow Sign on the Building in any manner ss it shall reasonably determine (provided that such Eyebrow Sign shall he located on the side of the Building described in Section 2.1 of this Exhibit "K' abovo), and (b) place on or about the Building or Project (or on other signs for the Building or Project); (i) doe name of (and/or other Identifying information for) Landlord, the Building and/or Projector (it) snob odor names, business names, trade names or affiliate names representing such other tenants or persons, In elther case, as Landlord shall delems(ne in its sole and absolute discredon, 3 Cost sad Nlnfntem neq. The Eyebrow Sign shall be fabricated and installed by a contractor retained by Landlord, and shall be operated, and maintained by Landlord. Tenant shall, within ten (10) business days following Landlord's demand therefor, reimburse Landlord as Additional Rent, for all costs and expenses actually incunred by Landlord in connection with or relating to die fabrlcation, installation, operation, maintenance, repair, and eventual removal and disposal of the Eyebrow Sign, including, widrma limitation, the cost of utility charges and hook-up fees (if applicable), permits, and maintenance and repalm The temps of this Section 3 of this Exhibit "K" shall survive the expiration or earlier termination. of this Lease. Termination; Remove , 4.1 Nonvithstnnding any provision of this Lease to the contrary, by notice delivered to Tenant, Landlord may, at its option, elect to tenninate all of Tenant's rights with respect to the Eyebrow Sign: (a) at any time that die Original Tenant (together with any Permitted State & County Transferees in accordance with Section 11,12 above) is no longer leasing and occupying 20,000 RSP in the Building, (b) If this Lease is assigned to any Person, or (e) if may Event of Default occurs. 4.2 Upon die expiration at- earlier termination of this Lease, or alter termination of Tenant's rights with respect to the Eyebrow Sign us provided above, Landlord may, at Tentu is sole cost and expense remove the Eyebrow Sign from the Building and cause the areas in which such Eyebrow Sign was located to be restated to the condition existing immediately prior to die placement of such sign (subject to ordinary wear and lem•) Tenant shall reimburse Landlord for nil of its costs Incurred In connection therewith In accordance with Section 3 of this Exhibit " <" above. The teams orlhis Section 4.2 oFthis Exhibit "K" shall survive the expiration or earlier lanninotion of this Lease. Sol O'Chic Cealvr Dr— L'io• ofSmUnAnn 6cnrua . t- L'xhtbit K 80A-711 EXHIBIT 3 E,\4IIRIT "L" STATr REQUIREMENTS I, If applicable, Landlord will provide a Seismic Certificate of Applicable Code in the form described in Schedule "L-I" with respect to seismic adequacy. 2. Londlord has provided the Aceessibilily Survey with respect to die Premises and the path of travel frorVto pub lie transportation and public rights -of -way, parking and restroom areas attached hereto as Schcdale "L-2". Landlord will perform all work required to correct the conditions Identified in: (a) Fora I (restriping ADA stalls); (b) Form 3A (Item 2) (Install on Intercom system that will alert dedicated personnel to ASSISI those In need froin the public sidewalk); (c) Form 13 (modify elevator panels to provide minimum toe kick clearance); and (d) Fora 16 (update the 2"°I floor reslrooms). The condition identified in Form g (Stairs) will not be corrected, and is accepted by Tenant as an acceptable hardship. 3. Landlord will additionally provide a Verified Repoli Form Q following completion of construction. "I WOPIr Canter Day— CIO' of SaeM,4 as 014W .I- r.NWhia k 80A-712 EXHIBIT 3 schadWe"L-1° Farm of 5eIsmla Ceitifleate of Appllea 6le Code (atlachedl �7]hNlli.d923y1757 _'. 80A-713 EXHIBIT 3 14 November 2016 William Lee, Vice Presidait Ocean West Capital Partners 315 W. 91, Street, Suite 808 Los Angeles, CA 90015 BJ# 1610377 ETaUCTIMAI, Subject: Seismic Certificate for California Department of General Service A CIVIL' 801 Civic Center Drive ENOINEEN.e Dear Mr. Lee: Attached please find the Seismic Certificate requested by California Department of General Service (DGS) for the 4 story building at 801 Q%Ac Center Drive, Santa Ana, CA 92701, The buliding was constructed In about 1983. The certificate states that this building was designed to meet the 1976 or subsequent editions of the Uniform Building Code and does not have any one of the enumerated characteristics or conditions listed in the certificate. The building has the condition of: • Welded steel moment frames (WSMF) that constitute the primary seismic force -resisting system for the building, and • the structure was designed to Lode requirements preceding those of the 1997 edition of the Uniform Building Code. However, the building has not: • experienced an earthquake of sufficient magnitude and Site peak ground motlons that Inspedon Is required when any of the conditions of Section 32 of FEMA 352 Indicate an Investigation of beam -column connections Is warranted The certificate does not require any analysis of the building or any comparison to the latest Building Code. Any soft story, disconUnulty or Irregularity that may be present In the building may affect the performance of the building In the event of a large earthquake. Our professional services have been performed with the intent to meet the degree of care and skill ordinarily exercised by reputable structural engineers practicing In this or similar localities. No other warranty, expressed or Implled, Is made as to the professional advice or op(niona included In this report, If you have any questions regarding Information presented in this letter or the attached certificate, please feel firs to contact us. Sincerely, BRANDOW &JOHNSTON, INC. Ryan shoff, S.E„ LEED AP Prind I Attachment: Seismic Checklist Seismic Certlftcate G:\16\1610377 Ocean West 801 W Civic Cntr Santa Ana Seismic Cert\1610377 801 W Civic Center Selsmlc Cert(Mcate letter.dw 18831 Von Karmen Avenue Suite 240 Irvine CA 92612 Tel. (949) 862-8500 Fax (949) 955-0794 80A-714 LC3:1 c 1119c7 Seismic Certificate of Applicable Code I am a State of California licensed structural engineer, civil engineer or architedt and certify that the bullding located at; 601 Civic Center Drive, Santa Ana, CA 92701, was reviewed by me. This certification was either prepared by me or the bulk of work was performed under my direct supervision, i have no ownership interest In the subject property. A Certiflcate of Applicable Code may be provided If the entire building was constructed under a permit approved by the local Jurisdiction and was designed to meet one of the following requirements: ❑1999 or subsequent editions of the California Building Code; gr, X 1976 or subsequent editions of the Uniform Building Code Lt d, the building does not have any one of the enumerated characteristics or conditions listed below: • Unrelnforced masonry elements, whether load -bearing or not; not including brick veneer; • Precast, prestressed, or post-tensloned structural or architectural elements, except piles; • Flexible diaphragm (e.g„ plywood) -shear wall (masonry or concrete) structural system constructed pursuant to editions of the Uniform Building Code prior to the 1997 edition; • Apparent addltions, alterations, or repairs to the structural system made without a building permit; • Constructed on a site with a slope with one or more stories ap rtlally below grade (taken as 50% or less) for a portion of their exterior; • Soft or weak story, Including wood frame structures with cripple walls, or is construction over first -story parking; • Seismic retrofit of the building, whether voluntary or mandated, whether partial or complete; • Repairs following an earthquake; • Welded steel moment frames (WSMF) that constitute the primary seismic farce -resisting system for the building, and the structure was designed to code requirements preceding those of the 1097 edition of the Uniform Building Code, and the building site has experienced an earthquake of sufficient magnitude and site peak ground motions that inspection is required when any of the conditions of Section 3,2 of FEMA 352 indicate an investigation of beam -column connections is warranted; • Visible signs of distress or deterioratlon of structural or non-structural systems, e.g., excessively cracked and/or spelling concrete walls or foundations, wood dry rot, etc, Documentation of the selected performance level evaluation will be retained by the preparer and shall be available to the State upon request. Name: Ryan Bishoff Firm: Brandow & .Johnston, Inc. Telephone No: 949.962.8510 License No: SE 6250 License Expiration Date: 06/30/17 11 /14/2016 Signature Date Comment: For a building not qualifying under the above criteria; an Independent Review must be performed. RELPS Option 2 30 Apo; 09 80A-715 CWAIlI SEISMIC SCREENING CHECKLIST Reviewer Name Pro)eGt Nb' Total Bldg. Sq. Ft. — Age y ct Total Lease Sg. Ft.. C6c2tinn',;,; Hours of Use , 1 Retrofit since 6 No furtherscroening required if documentation of retrofit Is provided. 2 Ac Ty e of Builaing & , ' pe of Con'stru'ctlon Tilt-U Pro 1933 8 1933 to 1976 11IRM X4. r "r' Post 1976 � IR.4dKs3L Score Mgs—o'nry 10 1 6 1 Reinforced Concrete 7 5 1 Wood Frame 3 2 1 Steel 7 3 1 1 3'.Height.of,BgildltlB:Irw;S,f.Gries...4';',:r_•`:r; ..:. Max, numbarofstories allowableforsoreaningls6. Assign one point per story, I.e., 1 min., 6max. (1•e} 4 Assign points as Indicated for counties as grouped in a, b, & c below (a) 12 points in Los Angeles, West 1/3 of San Bernardino, 12 Contra Costa, Riverside, Santa Clara, Alameda, Ventura, San Francisco, Morin (b) 9 points In Sonoma, Santa Barbara, Ben Mateo, 9 9 Orange, San Diego, Inyo, San Luis Obispo, Napa, Kern, Monterey, Solano, Humboldt, Mendocino (c) 3 points to all other counties not listed above, 3 '6,Conflqu"raEib.nlV.ertic;all`;:•.::.;,,', ®ran m n an MM ed; K I LVI s a 7 yo 7 1 7 All other configurations 1 6 Configuration, (plan View), 1 3 7 7 7 7 Visible Defects Subjective scoring: 10 points max. assignable for all defects observed. The following list Is of fyploal things to look for. a Dry rot; look for water stains on calling tiles and walls, b Damaged foundations; look for large cracks and misalignment c Sagging or shifted beams; look for bowing in center, check for position (parallel) relative to other members d Tilted walls or columns a Corrosion of steel; look for rust, Flaking, etc. Check for water stains. f Cracks greater then 1/6" in masonry or concrete g Check for any material that crumbles (wood, plaster, conc., etc) (1.10) TOTAL 26 Total score of 20 or above requires standard seismic certification. copy 01 sm.w cU9LXI:41•BU,15fI.N8 80A-716 EXHIBIT 3 Sdtedu le"L-2" A ness@Ility Smvey (nlRrchedl 80 t II' Chi/r. Center Dr— C!iV OfSnntu.l nn Lwow .I- hshihil K 80A-717 EXHIBIT 3 6=JR,lputPMMwuy "51 h My, GA WZXI aCuhar a BigSouai'lowe atau?e tint Fill r:r4M AW • M4grt9r • # IpgEldlf S 1rfAl kill RMmllnAv,valls,a�dm iar IN'm.. CA M12 r~srea4ass March 10, 2017 W514'eun arrsea, is, A* lraa 6,u1 F'randaw, CAadi05 alx;epB71< Mr. William Lee 405A US FlDu„I&xilp Win too Vice President laebS Naw Jx ouna ?RKIWI Ocean West 121 East 20rd81.%ft Mwr 315 W. 9th Street, Suite 803 New Yoru NY top Los Angeles, CA 90015 vtvnxeoubeam RE: 801 W. Civic Center, Santa Ana —Accessibility Checklist RESD Project Number; 142055 Dear William, Upon review ofthe accessibility checkiist and survey of the site conditions, below Is a summary ofour findings and recommendations for correcting the non -compliant Items, In particular, remediatlon work for 3 specific Items on the list would have signtflcant 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 perking surface :.: Exterior Routes of Travel (Form 3A) o Item 1—Conditlon does not apply if accessible parking is relocated o Item 2—Alternate provision to provide an intercom system that will alert dedicated personnel to assist those In need Exterior Routes of Travel (Form 38) Items 1 thru 2 o Condition does not apply If accessible parking Is relocated Curb Ramps (Form 4) Items 1 thru 2 a Condition does not apply if accessible parking is relocated Drinking Fountains (Form 5) o Drinking fountains are not required if tenant spaces have potable water access of occupants. Ramps (Form 7) o Condition does not apply if accessible parking is relocated .:: stairs [Form 8) o Stair risers are%" higherthan code maximum. Remedlatlon would require the reconstruction of the stairwells. The California bulldingcode has an explicit exception that would allow for such condition (116.21p.1 exception:2) provided DGS accepts this as hardship. Building Entrances and Exits (Form 10) o Provide required signage and adjust door closer ,YUI N(YNe Ceurve Dr—Cily afSaufa,411a Lem, Gchihit K 80A-718 EXHIBIT 3 Coors and Gates (Form 11) o Rework as required Elevators (Form 13) o Panelslntheelevatorwlllbereworkedtoprovidetheminimumrequiredtoeclearance distance I'I Toilet Facilities (Form 16) o Rework as required 11 Slgnage (Form 19) o Provldeslgnage as required Alarms (Form 20) o Rework fire extinguisher cabinet Sincerely, Dickson O(, AIA Project Manager Pnye(2 1346803.411134. 1751 80A-719 :. m NITS] EXIIf BIT "M" APPROVED GOVERNMENTAL ENTITIES Slsle OfCAR110Mla— Employment Development Department State orCali Fornia—Department of Rehabilitation Courtly Or 0renge — Social Services Agency SER dubs for Progress— Title V Grant; Private Non•Protil Ranoho Santiago Communlly College District • Santa Ana College Goodwill industries Comerstonepob Corps 801f MA'Ceulcr Dr— Cdrl' IVS(IruuAurr Lease U%hil+it F 80A-720 TABLE OF CONTENTS Paee ARTICLEI - DEFINITIONS ..................... ........ •,.,.,....,...,.......,..,..,........... ......•........,.....,.,.,,,....,.................,•,,,. I ARTICLE 2- LEASE 0FPREM ISES;COMMON AREAS; PARKING; SIONS...................... ..............................•........................,•„3 ARTICLE 3 - DELIVERY; COMMENCEMENT; TERM; SURRENDER; HOLDING OVER 4 ......... ................................................... ARTICLE 4 - RENT AND OTHER CHARGES.... ....... ........... - .... ... ... .... I ................................................. .................. ARTICLE5 - TENANT'S TAXES ,•,,,,,,,,,,,,,,,,,,,,,,,•.......,..,.,.,,.•.......... .............. ................................. ,... ,,,.... ,.,,.,... — ... ,,,,,,,,.....,...,....,...5 ARTICLE6- SECURITY DEPOSIT .............................................................................................. ,.,,.....,..,...,,,..,,..,.I......,.•....,.,.,,....•.,..3 ARTICLE7- USE OF PREMISES•...- ........ ...... ...........•,,..,,.,,..,.,,,.,,,,,,,,.,,., .... ..,.,.,,.,....•,,,.•,,,........,....,........,....... I .......... ......,,,......,,.,5 ARTICLES- UTILITIES AND SERVICES ... ........ ............................................ .....•.•......,..,,,.,,....,,.,,...........,.,........_.........,.,.....,..,....6 ARTICLE 9- MAINTENANCE AND REPAIRS ............. ..... .................... .... •.... •..,...•..................................... .,................................... 1.6 ARTICLB10- ALTERATIONS .................... ................ •,.•.......................................... ...... ..,...... .,.........,,.,.......... ,... -....... I,•,..,...,,•.........,.G ARTICLE I I - ASSIGNMENT AND SUBLETTING . ............. ................................................................................................................ 7 ARTICLE I2- SUBORDINATION AND ATTORNMENT; ESTOPPEL CERTIFICATES; FINANCIAL STATEMENTS ................a ARTICLE13. CASUALTY; TAKING--.,.-,,., I'll ... ...... .... I .......... — ... — ..... ...................... ................................ ...... 8 ARTICLE I4- INDEMNIFICATION AND INSURANCE .......... ............................................. ..,.,.,.... ....... .,,..... I ...... .,.,..9 ARTICLE 15- EVENTS OF DEFAULT AND REMEDIES ..... ............... .........................................................................."....................9 ARTICLE I6• LANDLORD'S DEFAULT;LANDLORD'S LIABILITY ......................... .................................................................. 10 ARTICLE17- MISCELLANEOUS .................................. .......,.•.,.,..,..,..,..,,...,............... .,.......... ... ,.....,.,.,............ ................................ 10 EXHIBT"A" Depiction of the Premises EXHIBIT"B" Notice of Lease Term Dstes EXHIBIT"C" Work Leiter Agreement -EXHIBIT"D" Rules and Regulations EXHIBIT"E" Additional Rent EXHIBIT"F" Services andUdlitics EXHIBIT"0" Insuran ce Requirements EXHIBIT"H" Remedies EX14I2IT"1" Penn of Tenant Estoppel Certificate EXHIBIT"J•' Options EXHIBIT"K" Eycbrow Sign EXHIBT—L" State Requiremems EXHIBIT "M" Approved Governmental Entities Bdl II' 01110 Ceghr Or-Ciq• nfSnnm -Inn 1,ewe TuFic al'Contct* 80A-721 80A-722